UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
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)
March 6, 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-(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 8 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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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (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
5 TO ITEMS 2(d) or 2(e) [ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 18,135,997*
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 18,135,997*
------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
18,135,997*
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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
54.1%
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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. 1 relates to the Schedule 13D filed by Boston
Chicken, Inc. (the "Reporting Person") on November 26, 1996 (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 March 17, 1997 owns approximately
50.8% of the voting stock of the Issuer and, accordingly, has the right to
purchase as of such date 838,822 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 32,689,678 issued and outstanding shares of Common Stock as of March 17,
1997. The Reporting Person is the beneficial owner as of March 17, 1997 of
18,135,997 shares of Common Stock, which represents approximately 54.1% 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 838,822 shares of Common
Stock that the Reporting Person has the right to acquire within 60 days of March
17, 1997 through the exercise of the BCI Option. The beneficial ownership of the
Common Stock as of March 17, 1997 of each director, executive officer and
controlling person of the Reporting Person is set forth below:
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Shares Beneficially
Owned
-----
Name Number(1)(2) Percent
---- ------------ -------
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).................................. 274,592 *
Arnold C. Greenberg.................................. 12,500 *
J. Bruce Harreld..................................... 2,500 *
M Howard Jacobson(6)................................. 1,000 *
Peer Pedersen........................................ 126,239 *
Mark A. Link......................................... 6,049 *
John Todd............................................ 2,500 *
All directors and executive
officers as a group (11 persons)..................... 787,824 2.4%
- ---------------
*Less than 1%.
(1) Includes shares of Common Stock subject to options granted by the
Issuer which are exercisable within 60 days of March 17, 1997 as
follows: Mr. Goldston--11,403; Mr. Link--3,059; Mr. Stephens--4,588;
and all directors and executive officers as a group--19,050. Also
includes shares of Common Stock subject to options granted by the
Reporting Person which are exercisable within 60 days of March 17, 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 or are entitled to
receive 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 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.
(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 2.
(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.
(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 follows:
(i) The Reporting Person has granted options to purchase
701,177 shares of Common Stock to certain individuals (as described
under Item 6), of which options held by (x) Mark R. Goldston to
purchase 230,931 shares of Common Stock, (y) Mark W. Stephens to
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purchase 7,834 shares of Common Stock and (z) Laurence M. Zwain to
purchase 6,267 shares of Common Stock are exercisable within 60 days of
March 17, 1997.
(ii) 55,432 shares of Common Stock beneficially owned by Scott
A. Beck, 56,250 shares of Common Stock beneficially owned by Dean L.
Buntrock, 23,906 shares of Common Stock beneficially owned by Peer
Pedersen, and 4,782 shares of Common Stock beneficially owned by
Laurence M. Zwain represent each such person's equity interest in
shares subject to outstanding warrants (the "Bagel Funding Warrants")
of the Issuer that are currently held by Bagel Store Development
Funding, L.L.C. ("Bagel Funding"), of which each such person is a
member. The manager of Bagel Funding is the Issuer, which has no equity
interest in Bagel Funding. Bagel Funding is required to distribute the
Bagel Funding Warrants to its members on the later of (i) six months
after the date of the closing of an underwritten initial public
offering of the Issuer or (ii) four months after all committed capital
has been contributed to Bagel Funding, but in no event later than the
date that is six months prior to the expiration date of the Bagel
Funding Warrants. The Bagel Funding Warrants expire on December 29,
2000.
(c) During the 60 days preceding March 17, 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 the vesting of shares of Common
Stock pursuant to the BCI Option and other options described herein in
accordance with their respective terms.
(d) Not applicable.
(e) Not applicable.
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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, President and Chief
Executive Officer of Boston Market, 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
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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.
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