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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
Einstein/Noah Bagel Corp.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
282577-10-5
(CUSIP Number)
Bernadette M. Dennehy
Vice President
Boston Chicken, Inc.
14103 Denver West Parkway, P.O. Box 4086
Golden, Colorado 80401-4086
303-278-9500
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 19, 1997
(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 [_].
The information required in the remainder of this cover page (the page numbered
2 herein) 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.
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CUSIP NO. 282577-10-5 13D PAGE 2 OF 6 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Boston Chicken, Inc.
I.R.S. Identification No.: 36-3904053
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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SOLE VOTING POWER
7
NUMBER OF 18,546,310*
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 18,546,310*
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
18,546,310*
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
54.0%
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TYPE OF REPORTING PERSON*
14
CO
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*SEE ITEM 5 OF TEXT BELOW.
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This Amendment No. 2 relates to the Schedule 13D filed by Boston Chicken,
Inc. (the "Reporting Person") on December 5, 1996, as amended by an Amendment
No. 1 thereto filed on April 1, 1997 (as so amended, the "Schedule 13D"). All
terms used herein unless otherwise defined shall have the same meaning as in the
Schedule 13D. The Schedule 13D is hereby amended as follows:
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 of the Schedule 13D is amended and supplemented by deleting the
Appendix A referred to therein and substituting therefor the Appendix A attached
hereto.
ITEM 4. PURPOSE OF TRANSACTION.
The last sentence of the second paragraph under Item 4 of the Schedule 13D
is hereby amended to read in its entirety as follows:
As so calculated, the Reporting Person as of May 28, 1997 owns approximately
50.2% of the voting stock of the Issuer and, accordingly, has the right to
purchase as of such date 1,249,135 additional shares of Common Stock to maintain
its ownership of voting stock of the Issuer at 52%.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the schedule 13D is hereby amended and restated to read in its
entirety as follows:
(a) The Reporting Person has been informed by the Issuer that there were
33,068,428 issued and outstanding shares of Common Stock as of May 28, 1997. The
Reporting Person is the beneficial owner as of May 28, 1997 of 18,546,310 shares
of Common Stock, which represents approximately 54.0% of the issued and
outstanding shares of Common Stock (including for this purpose shares of Common
Stock for which the BCI Option is exercisable). The Common Stock beneficially
owned by the Reporting Person includes 1,249,135 shares of Common Stock that the
Reporting Person has the right to acquire within 60 days of May 28, 1997 through
the exercise of the BCI Option. The beneficial ownership of the Common Stock as
of May 28, 1997 of each director, executive officer and controlling person of
the Reporting Person is set forth below:
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<TABLE>
<CAPTION>
Shares Beneficially
Owned
-----
Name Number(1)(2) Percent
---- ------------ -------
<S> <C> <C>
Scott A. Beck(3)(4)....................................... 131,652 *
Mark W. Stephens.......................................... 116,532 *
Laurence M. Zwain......................................... 13,548 *
Dean L. Buntrock(5)....................................... 100,712 *
Mark R. Goldston(3)....................................... 277,092 *
Arnold C. Greenberg....................................... 20,000 *
J. Bruce Harreld.......................................... 2,500 *
M Howard Jacobson(6)...................................... 1,000 *
Peer Pedersen............................................. 126,239 *
Mark A. Link.............................................. 7,299 *
John Todd................................................. 2,500 *
Joel M. Alam(7).......................................... 25,164 *
Paul A. Strasen(8)....................................... 27,789 *
All directors and executive officers as a
group (13 persons)........................................ 852,027 2.6%
</TABLE>
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*Less than 1%.
(1) Includes shares of Common Stock subject to options granted by the Issuer
which are exercisable within 60 days of May 28, 1997 as follows: Mr.
Goldston--13,903; Mr. Link--4,309; Mr. Stephens--4,588; Mr. Alam--16,537;
Mr. Strasen--16,537; and all directors and executive officers as a group--
55,874. Also includes shares of Common Stock subject to options granted by
the Reporting Person which are exercisable within 60 days of May 28, 1997
as follows: Mr. Stephens--7,834; Mr. Zwain--6,267; and Mr. Goldston--
230,931; and all executive officers and directors as a group--245,032. Also
includes the following shares of Common Stock subject to warrants that the
following individuals and all executive officers and directors as a group
have received as a result of their ownership interest in Bagel Store
Development Funding, L.L.C.: Mr. Beck--55,432; Mr. Zwain--4,782; Mr.
Buntrock--56,250; Mr. Pedersen--47,813; and all executive officers and
directors as a group--164,277.
(2) Excludes the aggregate number of shares of Common Stock owned by the
Reporting Person that may be deemed to be beneficially owned by such
individuals, because each such individual (other than Messrs. Link and
Todd) may be deemed to be an affiliate of the Reporting Person. Each such
individual disclaims any beneficial ownership of such shares.
(3) Also a member of the board of directors of the Issuer.
(4) Includes 17,948 shares held by a limited partnership, of which Mr. Beck is
the general partner.
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(5) Includes 56,250 shares of Common Stock subject to warrants held by a
limited liability company of which Mr. Buntrock and his spouse own a
majority of the membership interests. See Footnote 1.
(6) Includes 500 shares of Common Stock held by Mr. Jacobson's spouse, of which
shares Mr. Jacobson disclaims beneficial ownership, and excludes 1,500
shares of Common Stock held by his children.
(7) Includes 2,039 shares beneficially owned by Mr. Alam's spouse, which are
subject to options from the Issuer exercisable within 60 days of May 28,
1997. Mr. Alam disclaims beneficial ownership of such shares.
(8) Includes 3,653 shares held by a trust, of which Mr. Strasen is a trustee
and beneficiary, and 5,099 shares held by a limited liability company which
Mr. Strasen and his spouse control.
(b) The Reporting Person and, to the knowledge of the Reporting Person,
each of its executive officers, directors and controlling persons referred to in
paragraph (a) above has the sole power to vote, or to direct the vote, and the
sole power to dispose of, or direct the disposition of, the shares of Common
Stock beneficially owned by such person, except as set forth in the footnotes to
the table contained in paragraph (a) above.
(c) During the 60 days preceding May 28, 1997, neither the Reporting
Person, nor to the knowledge of the Reporting Person, any executive officer,
director or controlling person of the Reporting Person has effected any
transactions in the Common Stock, other than (i) the vesting of shares of Common
Stock pursuant to the BCI Option and other options described herein in
accordance with their respective terms and (ii) the purchase by Arnold C.
Greenberg of 7,500 shares of Common Stock in brokers' transactions effected on
April 21, 1997 as follows: 4,000 shares at $17.75 per share; 1,000 shares at
$18.125 per share; 2,000 shares at $18.375 per share; and 500 shares at $18.50
per share.
(d) Not applicable.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
The third paragraph under Item 6 of the Schedule 13D is hereby amended and
restated to read in its entirety as follows:
The Reporting Person has agreed not to sell shares of Common Stock
purchased pursuant to the Concurrent Private Placement Agreement prior to August
1, 1997, without the consent of Merrill Lynch & Co. ("Merrill Lynch"). The
directors, executive officers and controlling persons of the Reporting Person
have also agreed to contractual lockup provisions restricting their sale of
certain shares of Common Stock owned by them for varying periods, without the
consent of Merrill Lynch. The lock-up period with respect to 32,362 shares of
Common Stock held by such persons ends on August 1, 1997, and the lock-up period
with respect to 107,670 shares of Common Stock held by such persons ends on
August 1, 1998. In addition, in connection with the Issuer's issuance and sale
of its 7-1/4% Convertible Subordinated Debentures due 2004, the Reporting Person
agreed not to sell shares of Common Stock owned by it during the period of 180
days from May 22, 1996, subject to certain exceptions, without the consent of
Merrill Lynch.
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SIGNATURE
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.
BOSTON CHICKEN, INC.
By: /s/ Bernadette M. Dennehy
-----------------------------
Vice President
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APPENDIX A
The following individuals are executive officers or directors of Boston
Chicken. Each individual is a citizen of the United States, and unless otherwise
noted, the business address of each executive officer of the Reporting Person is
14103 Denver West Parkway, P.O. Box 4086, Golden, Colorado 80401-4086.
TITLE AT
NAME REPORTING PERSON
Scott A. Beck Chairman of the Board, Chief Executive Officer,
President and Director
Mark W. Stephens Vice Chairman of the Board, Chief Financial
Officer, and Director
Laurence M. Zwain Vice Chairman of the Board and Director
Mark R. Goldston Vice Chairman of the Board and Director
Mark A. Link Vice President-Financial Reporting
John Todd Chief Financial Officer of Boston Market
Joel M. Alam Senior Vice President, Co-General Counsel and
Secretary
Paul A. Strasen Senior Vice President, Co-General Counsel
and Assistant Secretary
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Dean L. Buntrock Director
Mr. Buntrock is the Chairman of the Board and acting Chief Executive Officer of
WMX Technologies, Inc. ("WMX"), a Delaware corporation. Mr. Buntrock is also a
director of Waste Management International plc and Wheelabrator Technologies,
Inc., both subsidiaries of WMX. He is also a director of First Chicago NBD
Corporation. Mr. Buntrock's business address is 3003 Butterfield Road, Oak
Brook, Illinois 60521.
Arnold C. Greenberg Director
Mr. Greenberg is an attorney and self-employed private investor. He formerly
served as the Chairman of the Board of Directors and Chief Executive Officer of
Coleco Industries, Inc.
J. Bruce Harreld Director
Mr. Harreld is Senior Vice President-Strategy of International Business Machines
Corporation. Mr. Harreld's business address is Old Orchard Road, Armonk, New
York 10504.
M Howard Jacobson Director
Mr. Jacobson is a Senior Advisor to Bankers Trust, Private Advisory Services.
Mr. Jacobson also serves as a director of Allmerica Property and Casualty
Companies, Inc., Wyman-Gordon Company, and Stonyfield Farm, Inc.
Peer Pedersen Director
Mr. Pedersen is Chairman of the Board of Pedersen & Houpt, P.C., a Chicago,
Illinois law firm. Mr. Pedersen also serves as a director of WMX, Aon
Corporation, Extended Stay America, Inc. and Latin America Growth Fund. Mr.
Pedersen's business address is 161 N. Clark Street, Suite 3100, Chicago,
Illinois 60601-3224.
