UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
DAKA INTERNATIONAL, INC.
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(Name of Issuer)
Common Stock, $0.01 Par Value
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(Title of Class of Securities)
234068-20-3
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(CUSIP Number)
Gregg Grimmelbein, CFO
Seneca Capital Advisors, LLC
830 Third Avenue
14th Floor
New York, NY 10022
(212) 371-1300
-with copies to-
Joseph F. Mazzella, Esq.
Lane Altman & Owens LLP
101 Federal Street
Boston, Massachusetts 02110
(617) 345-9800
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 10, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement. (A fee is not
required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.) [X]
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13-d(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP NO. 234068-20-3 PAGE 2 OF 8 PAGES
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person Douglas A. Hirsch
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2 Check the Appropriate Box if a Member of a Group* (a) |_|
(b) |X|
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3 SEC Use Only
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4 Source of Funds* AF
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5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items
2(d) or 2(e) |_|
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6 Citizenship or Place of Organization USA
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Number of 7 Sole Voting Power 0
Shares ___________________________________________________________
Beneficially 8 Shared Voting Power 569,800
Owned by ___________________________________________________________
Each 9 Sole Dispositive Power 0
Reporting ___________________________________________________________
Person With 10 Shared Dispositive Power 569,800
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 719,800*
*See Items 5 and 6
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
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13 Percent of Class Represented by Amount in Row (11) 6.45%
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14 Type of Reporting Person* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
CUSIP NO. 234068-20-3 PAGE 3 OF 8 PAGES
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ITEM 1. SECURITY AND ISSUER
Securities acquired: Common Stock, $0.01 par value
Issuer: Daka International, Inc.
55 Ferncroft Road
Danvers, MA 01923
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule is being filed by Douglas A. Hirsch (hereinafter
sometimes referred to as the "Reporting Person") in his capacity as the
controlling person of certain investment advisory entities described in (b)
below which, in the aggregate, have discretionary trading authority and voting
power over in excess of 5% of the Issuer's outstanding Common Stock. Neither of
such entities nor any of their advisory clients, individually is a Reporting
Person hereunder because the ownership of Common Stock of the Issuer by each is
less than 5%.
(b), (c) and (f) The Reporting Person and other entities described herein
(other than the Managed Accounts (as defined below))each have a business address
of 830 Third Avenue, 14th Floor, New York, New York 10022.
Douglas A. Hirsch is an United States citizen residing in the State of New
York whose principal occupation is as Managing Member of each of Seneca Capital
Advisors, LLC, a Delaware limited liability company ("Advisors"), and Seneca
Capital Investments, LLC, a Delaware limited liability company ("Investments").
Advisors is a privately-owned Delaware limited liability company the
principal business of which is to invest in securities and other financial
instruments on behalf of certain managed brokerage accounts owned by parties
which are independent of the Reporting Person (the "Managed Accounts"), and to
act as General Partner of Seneca Capital, L.P. ("Seneca US") a privately-owned
Delaware investment partnership which is in the business of purchasing, for
investment and trading purposes, securities and other financial instruments.
Investments is a privately owned Delaware limited liability company the
principal business of which is to act as investment adviser to Seneca Capital
International, Ltd. ("Seneca Ltd.") a company incorporated with limited
liability in the Cayman Islands, which is in the business of purchasing, for
investment and trading purposes, securities and other financial instruments.
(d) No events have occurred which would be required to be reported under
the provisions of this Item.
(e) No events have occurred which would be required to be reported under
the provisions of this Item.
CUSIP NO. 234068-20-3 PAGE 4 OF 8 PAGES
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ITEM 3. SOURCE AND AMOUNT OF FUNDS
The source of the funds used by the Reporting Person to purchase Common
Stock of the Issuer on behalf of Seneca US, Seneca Ltd., and the Managed
Accounts was working capital of such entities and margin borrowing through Bear
Stearns & Co. The approximate aggregate amounts of funds of such entities used
to purchase such Common Stock purchased during the last 60 days was $8,539,495
(inclusive of commissions and other expenses). The portion of such funds which
were provided by margin borrowing is not readily determinable and varies from
time to time as a result of varying margin account availability and unrelated
ongoing transactions in each account. Working capital was provided by capital
contributions of investors and internally generated funds.
ITEM 4. PURPOSE OF THE TRANSACTION
The purpose of the acquisition of securities of the Issuer by the Reporting
Person is investment. Except as otherwise set forth below, neither the Reporting
Person nor any of the entities controlled thereby has any current plans or
proposals which would result in any of the following:
1) acquisition by any person of additional securities of the Issuer, or
the disposition of securities of the Issuer except for open market or
privately negotiated purchases or sales of the Issuer's securities at
times and prices determined by the investment objectives of each of the
Reporting Person;
2) any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
3) any sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
4) any change in the present board of directors or managers of the Issuer;
5) any material change in the present capitalization or dividend policy of
the Issuer;
6) any other material change in the Issuer's business or corporate
structure;
7) any change in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition
of control of the Issuer by any person;
8) causing a class of securities of the Issuer to be delisted from a
national securities exchange;
9) causing a class of securities of the Issuer to become eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
10) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b) The beneficial ownership by the Reporting Person of Common
Stock of the Issuer as of the date hereof is as follows:
CUSIP NO. 234068-20-3 PAGE 5 OF 8 PAGES
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<TABLE>
<CAPTION>
No. of Shares Deemed Nature of Ownership Percentage of Class
to be Beneficially Owned: ------------------- -------------------
-------------------------
<S> <C> <C>
719,800* 569,800 of such shares are 6.45%*
beneficially owned by Seneca
US, Seneca Ltd. and the
Managed Accounts. Advisors
and Investments have
discretionary trading authority
and voting power over such
shares pursuant to the terms of
the limited partnership
agreements and investment
managements agreements in
effect between them and such
entities. The Reporting Person is
the Managing Member of each of
Advisors and Investments.
Therefore, the Reporting Person
may be deemed to have indirect
beneficial ownership of, and
shared voting and dispositive
power with respect to, such
569,800 shares.
*150,000 shares of the total
719,800 reported in Row
11 on Page 2 are subject to an
equity swap transaction more
particularly described in Item 6
below. Mr. Hirsch disclaims
beneficial ownership of such
shares.
</TABLE>
Under Section 13(d) of the Securities and Exchange Act of 1934, as
amended, and the rules and regulations thereunder, as a result of the control
relationships described herein, Douglas A. Hirsch may be deemed to be the
beneficial owner of 719,800 shares (6.45%) of the Common Stock of the Issuer. As
stated above, Mr. Hirsch disclaims beneficial ownership of the aggregate 150,000
of such shares which are subject to the equity swap transactions described in
Item 6.
The number of shares beneficially owned and the percentage of
outstanding shares represented thereby, for the Reporting Person and other
entities, have been computed in accordance with Rule 13d-3 under the Securities
Exchange Act of 1934, as amended. The percentages of ownership described above
are based on the 11,153,203 outstanding shares of Common Stock of the Issuer
reported in the Issuer's Form 10-Q filed with the United States Securities and
Exchange Commission for the quarter ended March 29, 1997.
(c) Transactions in the securities of the Issuer reported on herein
which have been effected in the past sixty days by the Reporting Person are as
follows (all such transactions were open market acquisitions of Common Stock,
except as otherwise indicated):
CUSIP NO. 234068-20-3 PAGE 6 OF 8 PAGES
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<TABLE>
<CAPTION>
Date No. of Shares Net Price Per Share Net Total
---- ------------- ------------------- ---------
<S> <C> <C> <C> <C>
5/6/97 21,600 8.28 $178,848.00
5/6/97 3,400 8.50 $28,900.00
5/7/97 25,000 8.91 $222,750.00
5/8/97 60,000 9.44 $566,400.00
5/8/97 10,000 9.56 $95,600.00
5/8/97 8,300 9.82 $81,506.00
5/8/97 10,000 9.25 $92,500.00
5/9/97 10,000 10.38 $103,800.00
5/9/97 49,700 10.62 $527,814.00
5/9/97 27,000 10.63 $287,010.00
5/12/97 1,000 10.68 $106,800.00
5/12/97 49,000 10.72 $525,280.00
5/16/97 20,000 10.94 $218,800.00
5/16/97 26,100 10.96 $286,056.00
5/28/97 41,000 12.94 $530,540.00
5/28/97 7,500 13.08 $98,100.00
5/28/97 167,000 13.09 $2,186,030.00
5/29/97 150,000(*) 12.74 $1,911,000.00(*)
6/2/97 5,000 12.63 $63,150.00
6/2/97 10,000 12.88 $128,800.00
6/2/97 4,500 12.91 $58,095.00
6/3/97 50,000 13.06 $653,000.00
6/6/97 45,000 13.19 $593,550.00
6/10/97 58,700 13.18 $773,666.00
6/10/97 10,000 13.25 $132,500.00
</TABLE>
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(*) Transfer in connection with entry into equity swap transactions
described in Item 6. Reporting Person disclaims all beneficial ownership of
such shares.
CUSIP NO. 234068-20-3 PAGE 7 OF 8 PAGES
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(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS AND RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Advisors and Investments have each entered into a Swap Transaction
(collectively the "Swap") with Banker's Trust Company (the "Swap Counterparty")
or an affiliate thereof pursuant to standard ISDA Master Agreements
(collectively, the "Swap Agreements"). The shares of the Issuer reported in Item
5(c) above as being transferred on May 29, 1997, were all transferred to the
Swap Counterparty for the price indicated in connection with the creation of an
equity swap on an equivalent number of shares. All dispositive and voting power
over such shares is held by the Swap Counterparty and the Reporting Person
disclaims beneficial ownership thereof.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not Applicable.
CUSIP NO. 234068-20-3 PAGE 8 OF 8 PAGES
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After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
/s/ Douglas A. Hirsch
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Douglas A. Hirsch
Date: June 20, 1997
