SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 14D-1
(RULE 14D-100)
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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
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This Amendment No. 1 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. 1 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 June 26,
1997, the form of which is filed as Exhibit (a)(9) to the Schedule 14D-1 and is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) Form of press release issued by Parent on June 26, 1997.
2
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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: June 26, 1997
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EXHIBIT (a)(9)
For Release: June 26, 1997
CONTACT: GINGER SMITH
(704) 329-4018
COMPASS EXTENDS DAKA TENDER OFFER
AND SETS PROPOSED CLOSING DATE
JUNE 26, 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 National Market: DKAI) for $7.50 per share in cash
until 5:00 p.m., New York City time, on Wednesday, July 9, 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
DAKA International has moved 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, from June 24,
1997 to July 8, 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.
Consummation of the tender offer is subject to numerous conditions as
described in the tender offer materials, including the registration under the
Securities Exchange Act of 1934 of the UCRI common stock. Compass has been
advised by DAKA International that the Registration Statement relating to the
UCRI common stock has not yet been declared effective.
Compass Group currently expects that the tender offer will not be
extended beyond July 9, 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 9, 1997, Compass Group also expects that The Bank of New York, the
Depositary for the offer, will begin making payment on Friday, July 11, 1997
for all DAKA International shares that have been validly tendered.
As of the close of business on June 25, 1997, approximately 9,365,068
shares of DAKA International common stock, representing approximately 84% 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.
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