UNITED STATES
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):
December 29, 1998
THE QUIZNO'S CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 000-23174 84-1169286
(State or other (Commission File (IRS Employer
jurisdiction Number) Identification No.)
of incorporation)
1099 18th Street, Suite 2850, Denver, Colorado, 80202 (Address of principal
executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 291-0999
Item 5. Other Events. Other event
Press release regarding receipt of going private proposal.
Exhibit No. Description Reg. S-B Item No.
99.1 Press release 99
99.2 Letter of proposal 99
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE QUIZNO'S CORPORATION
Date: December 29, 1998 By:/s/ John L. Gallivan
John L. Gallivan, Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description Reg. S-B Item No.
99.1 Press release 99
99.2 Letter of proposal 99
QUIZNO'S ANNOUNCES RECEIPT OF GOING PRIVATE PROPOSAL
DENVER, Colo. December 29, 1998 - On December 29, 1998, the Quizno's Corporation
(the "Company") announced that its Board of Directors has formed a Special
Committee to evaluate a proposal it has received from Richard E. Schaden and
Richard F. Schaden, the President and Chief Executive Officer, and the Vice
President and Secretary, respectively, of the Company for the acquisition, by an
entity to be formed by them, of all of the outstanding shares of the Company
(other than the shares owned by certain affiliated shareholders). The Schadens
proposed a price per share of $7.84 to $8.20, which is equal to 110-115% of the
closing price of the Company's registered common stock on December 28, 1998, as
stated on the NASDAQ SmallCap Market (which closing price was $7.125). The final
price will be based on negotiations with the Special Committee, and will be
payable in cash. The proposal is subject to, among other things, (1) the
execution and delivery of a definitive acquisition agreement and satisfaction of
all conditions set forth therein, (2) receipt of a fairness opinion or an
appraisal of the fair value of the shares to the Special Committee that
indicates that the price payable to the stockholders is fair value to the
stockholders of the Company (3) receipt of satisfactory financing for the
transaction, (4) approval of the proposed transaction by the Special Committee
of the Board, the full Board of Directors and the Company's stockholders and (5)
applicable regulatory approval. There can be no assurance that a definitive
acquisition agreement will be executed and delivered, that acceptable financing
will be arranged, or that the proposed transaction will be consummated.
The proposed acquisition may only be completed in accordance with applicable
state and federal laws including the Securities Act of 1933 and the Securities
Exchange Act of 1934, as amended. This press release shall not constitute an
offer or a solicitation of an offer to buy such securities.
This release contains forward-looking statements (as defined in the Private
Securities Litigation Reform Act of 1995) that are subject to risks and
uncertainties that could cause actual results to differ materially from those
set forth in the forward-looking statements. Such risks and uncertainties
include whether the proposed acquisition transaction will be completed, the
availability of financing sources for the transaction, and approval by various
parties.
For more information contact:
Patrick E. Meyers, Vice President & General Counsel
The Quizno's Corporation (303) 291-0999
December 29, 1998
The Board of Directors
The Quizno's Corporation
1099 18th Street, Suite 2850
Denver, Colorado 80202
Gentlemen:
We propose to acquire all of the outstanding shares of the Company not currently
owned by our group on the terms and conditions set forth in this letter. Each
holder of the $.001 Common Stock (the "Common Stock"), would receive between
$7.84 and $8.20 per share payable in cash.
This offer represents an approximate 10 to 15% premium over yesterday's closing
stock price of $7.125.
We understand that in transactions of this nature, it is typical for a special
committee of independent directors (the "Special Committee") to be established
to review the acquisition proposal. We suggest that the formation of a Special
Committee be accomplished during today's Board of Directors meeting.
We will forward in due course to the members of that Special Committee a form of
acquisition agreement setting forth our proposed terms and conditions of the
proposed transaction.
Our proposal is conditioned upon the execution of a definitive acquisition
agreement containing the terms and conditions set forth above and such other
mutually agreeable terms and conditions as are customary in agreements of this
sort, including but not limited to customary representations, warranties,
covenants and conditions. It is also subject to, among other things, (1) the
approval of the transaction by the Special Committee, the Board of Directors and
the Stockholders of the Company, (2) receipt of satisfactory financing for the
transaction, (3) receipt of a fairness opinion or an appraisal of the fair value
of the shares to the Special Committee that indicates that the price payable to
the stockholders is fair value to the Stockholders of the Company and (4) the
receipt of all necessary regulatory approvals.
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The Board of Directors
The Quizno's Corporation
December 29, 1998
Page Two
We would like to proceed with this transaction as soon as possible. We reserve
the right to modify or withdraw this proposal at any time prior to the execution
and delivery of the definitive acquisition agreement in the event that we become
aware of any facts or circumstances that we determine, in our sole discretion,
make such action appropriate. We will not have any obligation to the Company or
its Stockholders with respect to this proposal prior to the execution and
delivery of the definitive acquisition agreement. The Company will pay all of
our direct and indirect costs and expenses in any way connected to or associated
with this proposal and in the transaction contemplated hereby.
We and our advisors are prepared promptly to meet with the Special Committee and
its advisers to answer any questions that may arise regarding our proposal and
the proposed transaction.
Very truly yours,
/s/ Richard E. Schaden
Richard E. Schaden
/s/ Richard F. Schaden
Richard F. Schaden
