SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) JULY 18, 1997
DAKA INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-17229 04-3024178
(STATE OR OTHER (COMMISSION FILE NUMBER) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION NO.)
INCORPORATION)
ONE CORPORATE PLACE, 55 FERNCROFT ROAD,
DANVERS, MASSACHUSETTS 01923-4001
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (508) 774-9115
NO CHANGE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Items 1 and 2. Change of Control; Acquisition or Disposition of
Assets.
On July 17, 1997, Compass Holdings, Inc., a Delaware
corporation ("Compass Holdings") and wholly-owned
subsidiary of Compass Group PLC, a public limited
company incorporated in England and Wales ("Compass")
pursuant to its Offer to Purchase, dated May 29, 1997
(the "Offer"), purchased 10,804,071 shares of common
stock, par value $.01 per share (the "Common Shares"),
of DAKA International, Inc., a Delaware corporation
("International") for $7.50 net per Common Share. The
Common Shares so purchased represented approximately
96.9% of the Common Shares outstanding on such date.
Of such Common Shares, 156,691 Common Shares
(approximately 1.4% of the Common Shares outstanding)
were tendered pursuant to notices of guaranteed
delivery. The amount and nature of the consideration
was the result of arms-length negotiation between
Compass and International.
Simultaneously with the purchase of the Common Shares,
Compass Holdings also purchased 11,911.45 shares of
Series A Preferred Stock, par value $.01 per share (the
"Preferred Shares") of International from the holders
of such Preferred Shares. The purchase price for the
Preferred Shares was the number of Common Shares into
which the Preferred Shares were convertible multiplied
by $7.50 per share. The number of Preferred Shares
purchased represented all of the issued and outstanding
Preferred Shares at the date of purchase. The amount
and nature of the consideration for the Preferred
Shares was agreed to by Compass and the holders of the
Preferred Shares based on the price such holders would
have received in the Offer if they chose to convert
their Preferred Shares.
Pursuant to the Agreement and Plan of Merger (the
"Merger Agreement"), dated May 27, 1997, as amended, by
and among Compass, Compass Holdings, International and
Compass Interim, Inc., a Delaware corporation and
wholly-owned subsidiary of Compass Holdings ("Compass
Interim"), on July 18, 1997, pursuant to Section 253 of the
General Corporate Law of Delaware, Compass Interim
merged with and into International (the "Merger"). As a
result of the Merger, each outstanding Common Share
(other than Common Shares acquired by Compass Holdings
in the Offer and Common Shares as to which appraisal
rights are perfected) were converted into the right to
receive $7.50 in cash. Prior to the expiration of the
Offer, International 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
International s businesses and subsidiaries other than
its foodservice business (the "Foodservice Business").
Accordingly, after consummation of the Offer and the
Merger, International, consisting solely of the
Foodservice Business, has become a wholly-owned
subsidiary of Compass Holdings.
Compass funded the acquisition of both the Common
Shares and the Preferred Shares pursuant to the Offer
and the payment of approximately $110,000,000 to
International or as otherwise directed by International
(as required by the Merger Agreement), and funded the
Merger and all transaction-related fees and expenses
with funds obtained through existing credit facilities.
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly
authorized.
DAKA International, Inc.
(Registrant)
By /s MICHAEL J. BAILEY
Name: Michael J. Bailey
Title: Chief Executive Officer
Dated: July 18, 1997
