SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
June 23, 1999
(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 11 Pages
(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 - AF
(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:
1,551,334 shares of Common Stock
146,000 shares of Class A
Cumulative Convertible Preferred Stock (146,000 shares of Common Stock upon
conversion)
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 1,551,334 Shares of
Common Stock (before any Class A Preferred Stock conversions) 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)
53.0% 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 11 Pages
(1) NAME OF REPORTING PERSON AND S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON: The Schaden Acquisition Company, a Colorado corporation
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a. X
b. __
(3) SEC USE ONLY
(4) SOURCE OF FUNDS - SC, WC
(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: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 0
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
--
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0%
(14) TYPE OF REPORTING PERSON - CO
SCHEDULE 13D
CUSIP No 749058 10 3
Page 4 of 11 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, SC, AF
(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
6,251 shares of Common Stock subject to currently exercisable options
577 shares of Common Stock held under 401(k) Plan
2,000 shares of Common Stock subject to a proxy granted to Reporting Person
(8) SHARED VOTING POWER: 1,547,334 shares of Common Stock
146,000 shares of Class A Cumulative Convertible Preferred Stock
(146,000 shares of Common Stock upon conversion)
4,000 shares subject to proxy granted to Reporting Person
(9) SOLE DISPOSITIVE POWER: 2,913 shares of Common Stock
6,251 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
(146,000 shares of Common Stock upon conversion)
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,563,075
shares of Common Stock (before any Class A Preferred Stock conversions)
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) 53.3% 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
SCHEDULE 13D
CUSIP No.749058 10 3
Page 5 of 11 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, SC, AF
(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: 34,000 shares of Class C Cumulative Convertible
Preferred Stock (34,000 shares of Common Stock upon conversion)
(8) SHARED VOTING POWER: 1,547,334 shares of Common Stock
146,000 shares of Class A Cumulative Convertible Preferred Stock
(146,000 shares of Common Stock upon conversion)
4,000 shares subject to proxy granted to Reporting Person
(9) SOLE DISPOSITIVE POWER: 34,000 shares of Class C Cumulative Convertible
Preferred Stock
(34,000 shares of Common Stock upon conversion)
(10) SHARED DISPOSITIVE POWER: 1,551,334 shares of Common Stock
146,000 shares of Class A Cumulative Convertible Preferred Stock
(146,000 shares of Common Stock upon conversion)
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,551,334 shares of Common Stock (before any Class A or Class C Preferred
Stock conversions)
146,000 shares of Class A Cumulative Convertible Preferred Stock
34,000 shares of class C 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) 53.5% Common Stock
(assuming Class A and Class C Preferred Stock conversion) 100% Class A
Cumulative Convertible Preferred Stock 20% Class C Cumulative Convertible
Preferred Stock
(14)TYPE OF REPORTING PERSON - IN
SCHEDULE 13D
CUSIP No.749058 10 3
Page 6 of 11 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 1415 Larimer Street, Denver,
Colorado 80202. On June 23, 1999, the Reporting Persons made an amended proposal
to acquire all of the outstanding shares of the Common Stock of the Issuer not
currently owned by the Reporting Persons or an affiliated group for cash at a
specific price of $8.00 per share (the "Proposal"). The Proposal is conditioned
upon the execution of a definitive acquisition agreement containing such
mutually agreeable terms and conditions as are customary, 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 of the Issuer's Board of Directors, the Issuer's Board of
Directors and the stockholders of the Issuer, (2) receipt of satisfactory
financing for the transaction, (3) receipt of a fairness opinion or an appraisal
of the fair value of the shares of Common Stock by 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. A copy of the Proposal is attached to this Amendment No. 3 as Exhibit
A.
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") and The Schaden
Acquisition Company, a Colorado corporation ("SAC"), incorporated on March 31,
1999 for the purpose set forth below (the Trustees, the Voting Trust and SAC 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(k)(2) under the Securities Exchange Act of 1934, as members of a group.
SCHEDULE 13D
CUSIP No.749058 10 3
Page 7 of 11 Pages
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 III and
IV 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. SAC was incorporated under the laws of the state of Colorado on March 31,
1999. The address of SAC is 11870 Airport Way, Broomfield, Colorado 80021. SAC
is currently wholly owned by Richard E. and Richard F. Schaden. SAC was
incorporated to engage in the Proposal discussed above, and to enter into a
merger agreement with, and to merge with, the Issuer in order to effect such
Proposal. During the last five years, SAC 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.
III.
(a) Richard E. Schaden
(b) His business address is 1415 Larimer Street, Denver, Colorado 80202
(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,
SCHEDULE 13D
CUSIP No.749058 10 3
Page 8 of 11 Pages
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) Mr Schaden is a citizen of the USA
IV.
(a) Richard F. Schaden
(b) His business address is 11870 Airport Way, Broomfield, Colorado 80021
(c)Heis 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 & McClune.
(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) Mr. Schaden is a citizen of the 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.
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 in consideration for
additional interests in 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. In June of 1997, Richard E Schaden, idividually, 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,
SCHEDULE 13D
CUSIP No.749058 10 3
Page 9 of 11 Pages
he exercised a portion of such options to purchase 2,913 shares of Common Stock
from the Issuer for cash using personal funds. On October 18, 1997, Richard F.
Schaden, acquired 35,000 shares of Class C Stock from the Issuer for cash using
personal funds, of which he has transferred 1,000 shares as a gift. In January,
1998, 6,000 shares of Common Stock was transferred out of the Voting Trust to
two persons as gifts. However, the Voting Trust retained a proxy to vote and
shared dispositive power over 4,000 of those shares and Richard E. Schaden
retained a proxy to vote and shared dispositive power over 2,000 of those
shares. Also in January of 1998, Richard E. Schaden was granted options to
purchase 5,164 shares of Common Stock that have vested under the Issuer's
Employee Stock Option Plan. Richard E. Schaden has also been allocated 577
shares of Common Stock under the Issuer's 401(k) Plan over which he has voting
rights but no disposition rights. Any exercise of options by a Reporting Person
will involve the use of personal funds. In connection with the Proposal
described above, the Reporting Persons have not yet secured the necessary funds
to complete the proposed transaction, nor have the conditions precedent been
satisfied. The Reporting Persons anticipate that a portion of the funds will be
raised by SAC by the sale of its equity and/or debt securities in private
transactions. However, the amount of any such sale has not be finalized, nor
have any such sales been completed. It is also anticipated that the Issuer will
borrow funds from one or more banks or other commercial lending sources to
finance the cash acquisition of Issuer securities pursuant to the Proposal.
However, the amount of any such loan has not been has not been finalized, nor
has any agreement been entered into with any lending source. Item 4. Purpose of
Transaction. The purpose of the transfers of shares to the Voting Trust in 1994
was to secure the continuity and stability of policy and management of the
Issuer. The Reporting Persons have now determined to propose the transaction
described in the Proposal, subject to the conditions set forth therein. As a
result of the Proposal, it is anticipated that (i) the Schadens would increase
their control of the Issuer, (ii) the Issuer and SAC would enter into a merger
agreement and, upon satisfaction of the conditions therein, would merge to
effect the Proposal, (iii) there could be
SCHEDULE 13D
CUSIP No.749058 10 3
Page 10 of 11 Pages
a change in the make-up of the Issuer's Board of Directors due to the
termination of existing rights to Board representation and the necessity of
Special Committee member to leave the Board for conflicts-of-interest reasons,
(iv) the Issuer's current listing of its Common Stock on the Nasdaq SmallCap
Market would be terminated, and (v) the Issuer would have less than 300
shareholders of it Common Stock and the registration of the Issuer's Common
Stock under the Securities Exchange Act of 1934, as amended, would be
terminated. Because the conditions precedent to the completion of the Proposal
have not be satisfied, no assurance can be given that any of these results will
in fact occur. Item 5. Interest in Securities of the Issuer. To the best
knowledge of each of the Reporting Persons, the number of shares of Common
Stock, Class A Stock and Class C Stock owned by the Voting Trust and the
Schadens is set forth correctly above. The Trustees of the Voting Trust would
have shared voting power of the Voting Trust, except that each of the Schadens
were granted, by means of irrevocable Proxy Appointments (which are coterminous
with the Voting Trust or terminate 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. Upon conversion
of the Class A Stock, the resulting shares of Common Stock will be held in the
name of the Voting Trust, and one-half of such shares will be voted by each of
the Schadens. Upon conversion of the Class C Stock, the resulting shares of
Common Stock will be owned and voted by Richard F. Schaden. 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 Shares.
Copies of the Voting Trust Proxy Appointments were 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 or Relationships 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
SCHEDULE 13D
CUSIP No.749058 10 3
Page 11 of 11 Pages
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 Amendment to Voting Trust
Schedule 13D Agreement.
Exhibit B to Amendment No.1 to Proxy Appointments of
Schedule 13D Richard E. Schaden.
Exhibit C to Amendment No.1 to Proxy Appointments of
Schedule 13D Richard F. Schaden.
Exhibit A to Amendment No. 3 to Schaden Proposal Leter*
Schedule 13D
Exhibit B to Amendment No. 3 to Proxy Appointment of
Schedule 13D Richard E. Schaden.*
Exhibit C to Amendment No. 3 to Proxy Appointment of
Schedule 13D Richard E. Schaden.*
- --------
* Attached to this filing 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: July 2, 1999
/s/ Richard E. Schaden /s/Richard F. Schaden
---------------------- ----------------------
Richard E. Schaden, Individually Richard F. Schaden,
and as Trustee Individually and as Trustee
THE SCHADEN ACQUISITION COMPANY
By /s/ Richard E. Schaden
Richard E. Schaden, President
Exhibit A
THE SCHADEN ACQUISITION COMPANY
11870 Airport Way
Broomfield, Colorado 80021
The Board of
Directors
June 23, 1999
The Quizno's Corporation
1099 18th Street Suite 2850
Denver, Colorado 80202
Gentlemen:
In connection with the letter to you dated, December 29, 1999, from my father
and me, set forth below is our restated and amended offer to acquire all of the
outstanding shares of the Common Stock, par value $.001 (the "Common Stock"), of
The Quizno's Corporation (the "Company"), not currently owned by our group on
the terms and conditions set forth in this letter. Our restated and amended
offer is that each holder of such shares would receive $8.00 per share of Common
Stock payable in cash. Our offer is being made through The Schaden Acquisition
Company.
We request that this offer be referred to the Special Committee of the Board of
Directors for evaluation of this offer in accordance with the instructions of
the Board of Directors in the resolution creating the Special Committee.
Our proposal is conditioned upon the execution of a definitive acquisition
agreement containing such 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.
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.
We and our advisers are prepared to respond to any request of the Special
Committee and its advisers to facilitate the advancement of this transaction. If
we are not available for any reason, please feel free to contact Lyle Stewart,
who is representing us in this matter and who will be able to reach us as
necessary.
Very truly yours,
THE SCHADEN ACQUISITION COMPANY
By: /s/ Richard E. Schaden
-----------------------
Richard E. Schaden, President
Exhibit B
THE QUIZNO'S CORPORATION
1099 18TH Street, Suite 2850
Denver, Colorado 80202
IRREVOCABLE PROXY TO VOTE SHARES OF COMMON STOCK
The undersigned hereby appoints Richard F. Schaden and Richard E. Schaden,
as Co-Trustees under the Voting Trust Agreement dated July 14, 1994, as amended,
as proxy and attorney-in-fact for the undersigned, with full power of
substitution, to vote on behalf of the undersigned at any meeting of the
shareholders of The Quizno's Corporation (the "Company") and at any
adjournment(s) or postponement(s) thereof, or in connection with any written
consent of the shareholders of the Company, the 4,000 shares of the Common Stock
$.001 par value, of the Company standing in the name of the undersigned on the
books and records of the Company and transferred to the undersigned subsequent
to the date hereof.
THIS APPOINTMENT IS GOVERNED BY COLORADO LAW AND IS FOR A TERM OF 50 YEARS,
WHICH IS THE TERM OF A RELATED PROMISSORY NOTE ISSUED OF EVEN DATE HEREWITH.
THIS APPOINTMENT IS COUPLED WITH AN INTEREST AND THEREFORE IS IRREVOCABLE
PURSUANT TO SECTION 7-107-203 OF THE COLORADO BUSINESS CORPORATION ACT.
Date: January 20, 1998
/s/ Timothy M. Schaden
----------------------
Timothy M. Schaden
Exhibit C
THE QUIZNO'S CORPORATION
1099 18TH Street, Suite 2850
Denver, Colorado 80202
IRREVOCABLE PROXY TO VOTE SHARES OF COMMON STOCK
The undersigned hereby appoints Richard E. Schaden, individually, as proxy
and attorney-in-fact for the undersigned, with full power of substitution, to
vote on behalf of the undersigned at any meeting of the shareholders of The
Quizno's Corporation (the "Company") and at any adjournment(s) or
postponement(s) thereof, or in connection with any written consent of the
shareholders of the Company, the 2,000 shares of the Common Stock $.001 par
value, of the Company standing in the name of the undersigned on the books and
records of the Company and transferred to the undersigned subsequent to the date
hereof.
THIS APPOINTMENT IS GOVERNED BY COLORADO LAW AND IS FOR A TERM OF 50 YEARS,
WHICH IS THE TERM OF A RELATED PROMISSORY NOTE ISSUED OF EVEN DATE HEREWITH.
THIS APPOINTMENT IS COUPLED WITH AN INTEREST AND THEREFORE IS IRREVOCABLE
PURSUANT TO SECTION 7-107-203 OF THE COLORADO BUSINESS CORPORATION ACT.
Date: January 20,
1998
/s/ Patricia Wisdom
Patricia Wisdom
