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. 4)
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<PAGE>
CUSIP NO:
234068203
14D-1
1
NAME OF REPORTING PERSON: Compass Group PLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
N/A
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS
BK
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
7
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
10, 804,071
8
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES
9
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
96.9%
10
TYPE OF REPORTING PERSON
CO
CUSIP NO:
234068203
14D-1
1
NAME OF REPORTING PERSON: Compass Holdings, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
56-1870425
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
10, 804,071
8
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES
9
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
96.9%
10
TYPE OF REPORTING PERSON
CO
This Amendment No. 4 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 as amended by Amendment Nos.
1, 2 and 3 thereto dated June 26, 1997, July 10, 1997 and July
15, 1997, respectively (collectively, the "Schedule 14D-1"). The
purpose of this Amendment No. 4 is to amend and supplement Items
6, 10 and 11 of the Schedule 14D-1 as described below. Pursuant
to Instruction F of Schedule 14D-1, this statement is submitted
in satisfaction of the reporting obligation of Purchaser under
Section 13(d) of the Securities Exchange Act of 1934, as amended.
Item 6. Interest In Securities of the Subject Company
At 5:00 p.m., New York City Time, on July 15, 1997, the
Offer expired. Based on information provided by the Depositary,
a total of 10,804,071 Shares (or approximately 96.9% of the
Shares outstanding) were validly tendered and not withdrawn
pursuant to the Offer, including 156,691 Shares (approximately
1.4% of the Shares outstanding) tendered pursuant to notices of
guaranteed delivery. The Purchaser has accepted for payment all
such Shares at the purchase price of $7.50 per Share in cash.
Pursuant to the Agreement and Plan of Merger, dated as of
May 27, 1997, by and among the Purchaser, Parent, Compass
Interim, Inc., a Delaware corporation and a direct wholly owned
subsidiary of the Purchaser ("Compass Interim") and the Company
(the "Merger Agreement"), Parent intends to effect a merger of
Compass Interim with and into the Company (the "Merger") pursuant
to Section 253 of the Delaware General Corporation Law as soon as
practicable. Upon the consummation of the Merger, each
outstanding Share (other than Shares acquired by the Purchaser in
the Offer and Shares as to which appraisal rights are perfected)
will be converted into the right to receive $7.50 in cash. Prior
to the expiration of the Offer, the Company completed a spin-off
to its stockholders of record on July 11, 1997 of the common
stock of a newly created corporation that held all of the
Company's businesses and subsidiaries other than its contract
foodservice business (the "Retained Business"). Accordingly,
upon consummation of the Offer and the Merger, the Company, then
consisting solely of the Retained Business, will become a wholly-
owned subsidiary of Parent.
Item 10. Additional Information.
Reference is made to the press release issued by Parent on
July 16, 1997, the form of which is filed as Exhibit (a)(12) to
the Schedule 14D-1 and is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
(a)(12) Form of press release issued by Parent on July 16,
1997.
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 16, 1997<PAGE>
EXHIBIT (a)(12)
For Release: July 16, 1997
CONTACT: GINGER SMITH
(704) 329-4018
COMPASS GROUP COMPLETES DAKA TENDER OFFER
July 16, 1997 (Charlotte, NC) . . . Compass Group PLC
announced that its subsidiary Compass Holdings, Inc. completed
its tender offer for DAKA International's contract foodservice
business following the distribution by DAKA International, Inc.
of its restaurant business to its shareholders.
In the tender offer, which expired at 5:00 pm, New York City
time, on July 15, 1997, 10,643,021 shares of common stock of DAKA
International (Nasdaq National Market: DKAI) were tendered and
accepted for payment at the purchase price of $7.50 in cash,
representing approximately 95% of DAKA International's
outstanding common stock. In addition, immediately prior to the
consummation of the tender offer, DAKA International distributed
one share of common stock of a new corporation, Unique Casual
Restaurants, Inc. ("Unique"), for each DAKA International share
then outstanding. Unique has informed Compass Holdings that the
common stock of Unique has been approved for listing, subject to
official notice of issuance, on the Nasdaq National Market under
the symbol "UNIQ".
Compass Holdings plans to initiate a short form merger in
order to acquire all of the remaining shares of DAKA
International common stock. Pursuant to the short form merger,
the shares of DAKA International common stock that were not
tendered (other than shares as to which dissenters' rights are
asserted) will be converted into the right to receive $7.50 per
share in cash. The short form merger is presently anticipated
to take place on July 18, 1997. Plans for the acquisition were
initially announced on May 27, 1997.
Through its DAKA, Inc. subsidiary, DAKA International's
contract foodservice business operates approximately 310
contracts in 710 locations in 34 states across the US and employs
approximately 9,700 people.
Compass Group, incorporated in England and Wales, is one of
the world's largest foodservice companies and employs over
130,000 people worldwide.
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.
