SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14D-1
(Rule 14d-100)
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 3)
DAKA INTERNATIONAL, INC.
(Name of Subject Company (Issuer))
COMPASS HOLDINGS, INC.
A Wholly Owned Subsidiary Of
COMPASS GROUP PLC
(Bidders)
Common Stock, $.01 Par Value Per Share
(Title of Class of Securities)
234068203
(CUSIP Number of Class of Securities)
Mary H. Kercher, General Counsel
Compass Group USA, Inc.
2400 Yorkmont Road
Charlotte, North Carolina 28217
(704) 329-4034
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Bidder)
With A Copy To:
Boyd C. Campbell, Jr.
Smith Helms Mulliss & Moore, L.L.P.
214 North Church Street
Charlotte, North Carolina 28202
(704) 343-2030
This Amendment No. 3 to the Schedule 14D-1 relates to a
tender offer by Compass Holdings, Inc. (the Purchaser ), a
Delaware corporation and an indirect wholly owned subsidiary of
Compass Group PLC, a public limited company incorporated under
the laws of England and Wales (the Parent ), to purchase all
outstanding shares of common stock, par value $.01 per share (the
Shares ), of DAKA International, Inc. (the Company ), a
Delaware corporation, at a purchase price of $7.50 per Share, net
to the seller in cash, without interest, upon the terms and
subject to the conditions set forth in the Offer to Purchase,
dated May 29, 1997 (the "Offer to Purchase"), and the related
Letter of Transmittal (which together constitute the "Offer"),
copies of which were attached as Exhibits (a)(1) and (a)(2),
respectively, to the Schedule 14D-1 filed with the Securities and
Exchange Commission on May 29, 1997 (the Schedule 14D-1"). The
purpose of this Amendment No. 3 is to amend and supplement Items
10 and 11 of the Schedule 14D-1 as described below.
Item 10. Additional Information.
Reference is made to the press release issued by Parent on
July 15, 1997, the form of which is filed as Exhibit (a)(11) to
the Schedule 14D-1 and is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
(a)(11) Form of press release issued by Parent on July 15,
1997.
<PAGE>
SIGNATURE
After due inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.
COMPASS GROUP PLC
By: /s/ Michael J. Bailey
NAME: MICHAEL J. BAILEY
TITLE: DIRECTOR
COMPASS HOLDINGS, INC.
By: /s/ Michael J. Bailey
NAME: MICHAEL J. BAILEY
TITLE: CHIEF EXECUTIVE OFFICER
Dated: July 15, 1997<PAGE>
EXHIBIT (a)(11)
For Release: July 15, 1997
CONTACT: GINGER SMITH
(704) 329-4018
COMPASS GROUP EXTENDS DAKA TENDER OFFER
AND SETS PROPOSED CLOSING DATE
July 15, 1997 (Charlotte, NC) . . . Compass Group PLC announced today that
Compass Holdings, Inc., a wholly owned subsidiary of Compass Group, is
extending its offer to purchase all outstanding shares of common stock of
DAKA International, Inc. (NASDAQ NMS: DKAI) for $7.50 per share in cash
until 5:00 p.m., New York City time, on Tuesday, July 15, 1997. The terms
of the extended offer are identical to the terms of the original offer
announced on May 29, 1997.
Compass Group also noted that DAKA International has announced that the
record date for the distribution of shares of Unique Casual Restaurants,
Inc. ( UCRI ), a recently formed corporation that will operate the restaurant
business of DAKA International will remain July 11, 1997. As previously
announced, immediately prior to the consummation of Compass Holdings' tender
offer, one share of common stock of UCRI is to be distributed for each DAKA
International share.
Compass Group currently expects that the tender offer will not be extended
beyond July 15, 1997, although it is possible that another extension could
occur if all of the conditions of the offer are not then satisfied. If all
of the conditions of the offer are satisfied when the offer period expires on
July 15, 1997, Compass Group expects that The Bank of New York, the
Depositary for the offer, will begin making payment on Thursday, July 17,
1997 for all DAKA International shares that have been validly tendered.
As of close of business, New York City time, on Monday, July 14, 1997,
approximately 10,625,681 shares of DAKA International common stock,
representing approximately 95% of the shares then outstanding, had been
validly tendered.
For more information contact Ginger Smith, Director of Marketing and
Communications, Compass Group, USA Division at (704) 329-4018 or Ron Morley,
Compass Group PLC at (011) 44-193-257-3005.
