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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 3)
Under the Securities Exchange Act of 1934
Harry's Farmers Market, Inc.
(Name of Issuer)
Class A Common Stock, no par value
(Title of Class of Securities)
415863-10-9
(CUSIP Number)
Michael R. Daigle
Senior Vice President
Boston Chicken, Inc.
14103 Denver West Parkway
Golden, Colorado 80401
303-278-9500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 1, 1998
(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 pages numbered
2 and 3 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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SCHEDULE 13D
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CUSIP NO. 415863-10-9 PAGE 2
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Boston Chicken, Inc.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 5,875,000*
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 5,875,000*
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,875,000*
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
58.71%*
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
- ------------------------------------------------------------------------------
*SEE ITEM 5 OF TEXT BELOW.
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SCHEDULE 13D
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CUSIP NO. 415863-10-9 PAGE 3
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Progressive Food Concepts, Inc.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 5,875,000*
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 5,875,000*
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,875,000*
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
58.71%*
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
- ------------------------------------------------------------------------------
*SEE ITEM 5 OF TEXT BELOW.
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This Amendment relates to the Statement on Schedule 13D filed by
Progressive Food Concepts, Inc., a Delaware corporation ("PFCI"), Scott A. Beck
and Saad J. Nadhir on February 10, 1997, as amended by Amendment No. 1 thereto
filed by PFCI and Boston Chicken, Inc., a Delaware corporation ("BCI"), on
September 3, 1997 and as amended by Amended No. 2 thereto filed by PFCI and BCI
on November 10, 1997 (as so amended, the "Schedule 13D"). All terms used
herein, unless otherwise defined, shall have the same meaning as in the Schedule
13D.
1. Appendix A to the Schedule 13D is hereby amended and restated to read
in its entirety as set forth in Appendix A hereto.
2. Item 3 of the Schedule 13D is hereby amended by adding a new second
paragraph thereto as follows:
As more fully described in Items 4 and 6 hereto, PCFI's option (the
"Option") under the secured loan agreement between the Issuer and PFCI to
purchase up to 387,500 shares of Series B Preferred Stock of the Issuer,
which shares are convertible into Class A Common Stock of the Issuer as
described in Item 6, will become exercisable on July 30, 1998. The
principal terms of the Option, including the purchase price payable by PFCI
upon exercise of the Option, are described under Item 6 below.
3. The fifth paragraph of Item 4 of the Schedule 13D is hereby amended and
restated to read in its entirety as follows:
The purpose of the acquisitions of the Warrant and the Option was to
permit PFCI to obtain a substantial equity interest in the Issuer in
connection with the foregoing arrangements between PFCI and the Issuer.
The Warrant and the Option are being held by PFCI for investment purposes,
and PFCI has no present plan to exercise such Warrant and Option (but
reserves the right to do so at any time).
4. Item 5(a) of the Schedule 13D is hereby amended and restated to read in
its entirety as follows:
(a) Based on the Issuer's Annual Report on Form 10-K for the Issuer's
fiscal year ended January 28, 1998 (the "Annual Report"), there were
4,132,257 outstanding shares of Class A Common Stock as of April 28, 1998.
As of June 1, 1998, PFCI is the beneficial owner of 5,875,000 shares of
Class A Common Stock (none of which are outstanding but all of which PFCI
has the right to acquire within 60 days of June 1, 1998). Based on the
number of shares of Class A Common Stock outstanding as set forth in the
Annual Report, the shares of Class A Common Stock beneficially owned by
PFCI represent approximately 58.71% of the outstanding number of shares of
Class A Common Stock (including for this purpose shares of Class A Common
Stock for which the Warrant is currently exercisable and shares of Class A
Common Stock which may be acquired upon conversion of the Issuer's Series B
Preferred Stock for which the Option will be exercisable as of July 30,
1998), and approximately 48.72% of the total issued and outstanding shares
of Class A Common Stock and Class B Common Stock of the
4
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Issuer (also including for this purpose shares of Class A Common Stock for
which the Warrant is currently exercisable and shares of Class A Common
Stock which may be acquired upon conversion of the Issuer's Series B
Preferred Stock for which the Option will be exercisable as of July 30,
1998).
BCI owns on the date of this Statement all of the outstanding
shares of PFCI Common Stock. BCI does not otherwise beneficially own any
Class A Common Stock on the date of this Statement.
5. The fourth sentence of the first paragraph of the section of Item 6 of
the Schedule 13D entitled "Loan Agreement" is hereby amended and restated in its
entirety as follows:
Of such amount, $3.5 million is outstanding as of June 1, 1998 and PFCI is
obligated, subject to certain conditions, to advance an additional
principal amount of $2 million on November 3, 1998 (or at any time after
such date and prior to January 31, 2002).
5
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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.
PROGRESSIVE FOOD CONCEPTS, INC.
By: /s/ Michael R. Daigle
---------------------
Title: Vice President
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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/ Michael R. Daigle
--------------------------
Title: Senior Vice President
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APPENDIX A
PROGRESSIVE FOOD CONCEPTS, INC.
The following individuals are executive officers and/or directors of PFCI.
Unless otherwise noted, the business address of each such individual is 14103
Denver West Parkway, P.O. Box 4086, Golden, Colorado 80401-4086.
Name Title at Reporting Person
Jeffry J. Shearer Director
Mr. Shearer is a self-employed private investor. Mr. Shearer's business address
is 770 Pasquinelli Drive, Suite 400, Westmont, IL 60559.
Thomas R. Sprague Treasurer and Director
Michael R. Daigle Vice President, Secretary and General Counsel
************
BOSTON CHICKEN, INC.
The following individuals are executive officers or directors of BCI. 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 14123
Denver West Parkway, P.O. Box 4086, Golden, Colorado 80401-4086.
Name Title at Reporting Person
J. Michael Jenkins Chairman of the Board, Chief Executive
Officer and President
Lawrence E. White Chief Financial Officer
Michael R. Daigle Senior Vice President and General Counsel
Mark A. Link Vice President-Financial Reporting
Arnold C. Greenberg Director
Mr. Greenberg is an attorney and self-employed private investor.
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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,
and a director of Allmerica Property and Casualty Companies, Inc., Wyman-Gordon
Company, and Stonyfield Farm, Inc.
Peer Pedersen Director
Mr. Pedersen is managing partner of Pedersen & Houpt, P.C., a Chicago law firm.
Mr. Pedersen also serves as a director of Waste Management, Inc., 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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