SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
The QUIZNO'S CORPORATION
(Name of Issuer)
COMMON STOCK
(Title Class of Securities)
749058 10 3
(CUSIP Number)
LYLE B. STEWART, ESQ., LYLE B. STEWART, P.C.
3751 S. QUEBEC STREET, DENVER, COLORADO 80237, (303) 267-0920
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 16, 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-l(b)(3) or (4), check the following
box [ ].
* The remainder of this cover page shall be filled out for a reporting
person's initial filing or initial EDGAR filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of section 18 of the Securities 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 (however, see the
Notes).
SCHEDULE 13D
CUSIP No. 749058 10 3
Page 2 of 8
(1) NAME OF REPORTING PERSON AND S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Voting Trust Agreement dated July 14, 1994, as amended
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a. X
b. __
(3) SEC USE ONLY
(4) SOURCE OF FUNDS - 00
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
__
(6) CITIZENSHIP OR PLACE OF ORGANIZATION - COLORADO
NUMBER OF SHARES BENEFICIAL OWNED BY REPORTING PERSON WITH:
(7) SOLE VOTING POWER : 0
(8) SHARED VOTING POWER: 0
(9) SOLE DISPOSITIVE POWER: 0
(10) SHARED DISPOSITIVE POWER:
1,553,334 Shares of Common Stock
146,000 Shares of Class A Cumulative Convertible
Preferred Stock
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,553,334 Shares of Common Stock
146,000 Shares of Class A Cumulative Convertible Preferred Stock
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
__
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.7% Common Stock (assuming Class A Preferred Stock conversion)
100% Class A Cumulative Convertible Preferred Stock
(14) TYPE OF REPORTING PERSON - 00
SCHEDULE 13D
CUSIP No 749058 10 3
Page 3 of 8 Pages
(1) NAME OF REPORTING PERSON ANDS.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
Richard E. Schaden, Individually and as Joint Trustee under Voting Trust
Agreement dated July 14, 1994, as
amended
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a. X
b. __
(3) SEC USE ONLY
(4) SOURCE OF FUNDS - PF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) __
(6) CITIZENSHIP OR PLACE OF ORGANIZATION - USA
NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH:
(7) SOLE VOTING POWER: 2,913 Shares of Common Stock
1,087 Shares of Common Stock Subject to Currently
Exercisable Options
402 Shares of Common Stock Held Under 401(k) Plan
(8) SHARED VOTING POWER: 1,553,334 Shares of Common Stock
146,000 Shares of Class A Cumulative Convertible
Preferred Stock
(9) SOLE DISPOSITIVE POWER: 2,913 Shares of Common Stock
1,087 Shares of Common Stock Subject to Currently
Exercisable Options
(10) SHARED DISPOSITIVE POWER: 1,553,334
Shares of Common Stock
146,000 Shares of Class A Cumulative
Convertible Preferred Stock
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,557,736 Shares of Common Stock
146,000 Shares if Class A Cumulative
Convertible Preferred Stock
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ___
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.8% Common Stock ( assuming exercise of options and Class
A Preferred Stock conversion)
100% Class A Cumulative Convertible Preferred Stock
(14) TYPE OF REPORTING PERSON - IN SCHEDULE13D
CUSIP No.749058 10 3
Page 4 of 8 Pages
(1) NAME OF REPORTING PERSON AND S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
Richard F. Schaden, Individually and as Joint Trustee under Voting Trust
Agreement dated July 14, 1994, as amended
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a.X
b.
(3) SEC USE ONLY
(4) SOURCE OF FUNDS - PF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) __
(6) CITIZENSHIP OR PLACE OF ORGANIZATION - USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
(7) SOLE VOTING POWER: 35,000 Shares of Class C Cumulative Convertible
Preferred Stock
(8) SHARED VOTING POWER: 1,553,334 Shares of Common Stock 146,000 Shares
of Class A Cumulative Convertible Preferred Stock
(9) SOLE DISPOSITIVE POWER: 35,000 Shares of Class C Cumulative
Convertible Preferred Stock
(10) SHARED DISPOSRITIVE POWER: 1,553,334 Shares of Common Stock
146,000 Shares of Class A Cumulative Convertible Preferred Stock
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,553,334 Shares of Common Stock 146,000 Shares of Class A Cumulative
Convertible Preferred Stock 35,000 Shares of class C
Cumulative Convertible Preferred Stock
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (I 1) EXCLUDES
CERTAIN SHARES ___
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.2% Common Stock
(assuming Class A and Class C Preferred Stock conversion)
100% Class A Cumulative Convertible Preferred Stock 26% Class C
Cumulative Convertible Preferred Stock
14 TYPE OF REPORTING PERSON - IN
SCHEDULE 13D
CUSIP No.749058 10 3
Page 5 of 8 Pages
Item 1. Security and Issuer.
-------------------
This statement relates to shares of the Common Stock ("Common Stock"), the
Class A Cumulative Convertible Preferred Stock ("Class A Stock") and the Class
C Cumulative Convertible Preferred Stock (the "Class C Stock"), all with par
value of $.001 per share, of The Quizno's Corporation, a Colorado corporation
(the "Issuer"). Shares of the Class A Stock and the Class C Stock are
currently convertible into shares of Common Stock on a one-for-one basis. The
Issuer maintains its principal executive offices at 1099 Eighteenth Street,
Suite 2850, Denver, Colorado 80202.
Item 2. Identity and Background.
-----------------------
This statement is filed by Richard E. Schaden and Richard F. Schaden,
individually and as joint Trustees (the "Trustees"), of a Voting Trust
Agreement dated July 14, 1994, as amended (the "Voting Trust") (the Trustees
and the Voting Trust are collectively referred to herein as the "Reporting
Persons"). The Reporting Persons are filing this statement jointly, pursuant
to the provisions of Rule 13d-l(f)(2) under the Securities Exchange Act of
1934, as members of a group.
I. The Voting Trust was established under the laws of the state of Colorado on
July 14, 1994. The addresses of the Trustees are set forth in paragraphs II
and III to this Item 2 below. During the last five years, the Voting Trust has
not been convicted in any criminal proceeding , and has not been a party to
any civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which it was or is subject to a judgment, decree,
or final order enjoining future violations of , or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
A copy of the Voting Trust Agreement is attached as Exhibit A to the original
paper filing of Schedule 13D.
II.
(a) Richard E. Schaden
(b) His business address is 1099 Eighteenth Street, Suite 2850, Denver,
Colorado 80202
SCHEDULE 13D
CUSIP No.749058 10 3
Page 6 of 8 Pages
(c) Mr. Schaden is President, Chief Executive officer and Director of the
Issuer whose address is set forth in response to Item 1 above.
(d) During the last five years, Mr. Schaden has not been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, Mr. Schaden has not been a party to any
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is subject to a judgment, decree,
or final order enjoining future violations of , or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) USA
III.
(a) Richard F. Schaden
(b) His business address is 11870 Airport Way, Broomfield, Colorado 80021
(c) He is also Vice President, Secretary and Director of the Issuer
whose address is set forth in response to Item
1 above. Mr. Schaden is also the founding partner of the law firm of
Schaden, Katzman & Lampert.
(d) During the last five years, Mr. Schaden has not been convicted in
any criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the last five years, Mr. Schaden has not been a party to
any civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which
he was or is subject to a judgment, decree, or final order enjoining
future violations of , or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with
respect to such laws
(f) USA
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
On July 14, 1994, Richard E. Schaden and Richard F. Schaden, as individuals
(the "Schadens"), each transferred
776,400 of the shares of Common Stock to the Voting Trust of which the
Schadens are the Joint Trustees, in
consideration of the Trustees' issuance of a Trust Certificate to each of them
for a corresponding number of shares.
SCHEDULE 13D
CUSIP No.749058 10 3
Page 7 of 8 Pages
In November of 1994, 9,200 additional shares of Common Stock and 146,000
shares of Class A Stock were transferred into the Voting Trust. See Amendment
No.1 to this Schedule 13D. In September of 1996, 8,666
shares of Common Stock were transferred out of the Voting Trust as a gift to a
third party. In June of 1997, Richard E Schaden was granted options to
purchase 4,000 shares of Common Stock that immediately vested under the
Issuer's Employee Stock Option Plan. In July of 1997, he exercised a portion
of such options to purchase 2,913 shares of Common Stock. Richard E. Schaden
has also been allocated 402 shares of Common Stock under the Issuer's 401(k)
Plan over which he has voting rights but no disposition rights. On October
18, 1997, Richard F. Schaden, acquired 35,000 shares of Class C Stock for cash
using personal funds.
Item 4. Purpose of Transaction.
----------------------
The purpose of the transfer of the shares to the Voting Trust was to secure
the continuity and stability of policy and management of the Issuer. The
Reporting Persons do not have any present plans or proposals which relate to
or result in the acquisition by any person of additional securities of the
Issuer, a merger, reorganization or liquidation involving the Issuer, a sale
or transfer of a material amount of the Issuer's assets, or any other similar
extraordinary transaction or event, other than shares Richard E. Schaden may
acquire as an employee of the Issuer under employee benefit plans.
Item 5. Interest in Securities of the Issuer.
------------------------------------
To the best knowledge of each of the Reporting Persons, the shares of Common
Stock, Class A Stock and Class C Stock owned by the Voting Trust and the
Schadens represents the respective percentage of each such class of stock set
forth above. The Trustees of the Voting Trust would have shared control of
the Voting Trust, except that the Trustees granted to each of the Schadens, by
means of irrevocable Proxy Appointments (which are coterminous with the Voting
Trust or upon the death of the proxy, whichever shall first occur) the power
to vote one-half the shares held in the Voting Trust. The holders of Class A
Stock and Class C Stock are not entitled to any voting rights except as
required by the laws of the State of Colorado. While the Voting Trust has
transferred its right to vote the shares held by the Voting Trust to the
Schadens, the Trustees maintain the shared power to dispose of the
SCHEDULE 13D
CUSIP No.749058 10 3
Page 8 of 8 Pages
Shares. Copies of the Proxy Appointments are attached to both the original
Schedule 13D filing and Amendment No.1 to Schedule 13D as Exhibits B and C.
Item 6. Contracts, Arrangements, Understandings orRelationships with
------------------------------------------------------------
Respect to Securities of the Issuer.
-----------------------------
In addition to the Agreements described in response to Items 3 and 5 above,
the Schadens are parties to a Stock Purchase Agreement dated as of July 14,
1994 which imposes restrictions upon the sale or other disposition of Shares
owned by them. This Stock Purchase Agreement restricts the sale or other
disposition of Shares owned by each of them without first offering their
shares to the other party. A copy of the Stock Purchase Agreement was
attached to the original Schedule 13D as Exhibit D.
Item 7. Material Filed as Exhibits.
---------------------------
Exhibit A to original Schedule 13D Voting Trust Agreement.
Exhibit B to original Schedule 13D Proxy Appointment of Richard E. Schaden.
Exhibit C to original Schedule 13D Proxy Appointment of Richard F. Schaden.
Exhibit D to original Schedule 13D Stock Purchase Agreement.
Exhibit A to Amendment No.1
to Schedule 13D Amendment to Voting Trust Agreement.
Exhibit B to Amendment No.1
to Schedule 13D Proxy Appointments of Richard E. Schaden.
Exhibit C to Amendment No.1
to Schedule 13D Proxy Appointments of Richard F. Schaden.
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.
Date: October 29, 1997 Date: October 29, 1997
/s/ Richard E. Schaden /s/ Richard F. Schaden
- ---------------------- ----------------------
Richard E. Schaden, Individually and Richard F. Schaden, Individually
as Trustee Richard and as a Trustee
