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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D-A
Under the Securities Exchange Act of 1934
Amendment No. 2
The Quizno's Corporation
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(Name of Issuer)
Warrants exercisable for Common Stock, par value $0.001 per share.
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(Title of Class of Securities)
749058 10 3
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(CUSIP Number)
J. Eric Lawrence, Executive Vice President, Retail & Restaurant Growth
Management, Inc., 10000 N. Central Expressway, Suite 1060, Dallas, Texas 75231
(214) 750-0065
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 6, 1999
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(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 on the remainder of this cover page 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 (however, see
the Notes).
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SCHEDULE 13D
CUSIP NO. 749058 10 3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Retail & Restaurant Growth Capital, L.P. 75-2623606
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS* 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
Delaware
7 SOLE VOTING POWER
415,056 Common Shares (maximum upon exercise of Warrants)
8 SHARED VOTING POWER
N/A
NUMBER OF
SHARES
BENEFICIALLY 9 SOLE DISPOSITIVE POWER
OWNED BY 415,056 Common Shares (maximum upon exercise of Warrants)
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH N/A
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
415,056 Common Shares (maximum upon exercise of Warrants)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4% Common Stock
14 TYPE OF REPORTING PERSON*
IV (Small Business Investment Company exempt from Investment
Company Act of 1940)
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SCHEDULE 13D STATEMENT
ITEM 1(a). TITLE OF CLASS OF EQUITY SECURITIES:
Warrants to purchase Common Stock of The Quizno's Corporation, par
value $0.001 per share.
ITEM 1(b). NAME AND ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
The Quizno's Corporation (the "Issuer")
1099 18th Street, Suite 2850
Denver, CO 80202
ITEM 2(a). NAME OF PERSON FILING:
Retail and Restaurant Growth Capital, L.P. ("RRGC"). Set forth below
is the name and address of each General Partner of RRGC:
Retail & Restaurant Growth Partners, L.P.
10000 N. Central Expressway
Suite 1060
Dallas, Texas 75231
Set forth below is the name and address of each General Partner of
Retail & Restaurant Growth Partners, L.P.:
Retail & Restaurant Growth Management, Inc.
10000 N. Central Expressway
Suite 1060
Dallas, Texas 75231
Set forth below are the names and addresses of each officer and
director and control person of Retail & Restaurant Growth
Management, Inc.:
Raymond C. Hemmig
Chief Executive Officer
and Chairman of the Board
10000 N. Central Expressway, Suite 1060
Dallas, TX 75231
Mark L. Masinter
Vice President and Director
10000 N. Central Expressway, Suite 1060
Dallas, TX 75231
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Joseph L. Harberg
Secretary & Director
10000 N. Central Expressway, Suite 1060
Dallas, TX 75231
J. Eric Lawrence
Vice President & Director
10000 N. Central Expressway
Dallas, TX 75231
Marshall B. Payne
Director
Cardinal Investment Company
500 Crescent Court
Suite 250
Dallas, TX 75201
Scott M. Kleberg
Director
Private Equity Partners
301 Commerce Street
Suite 1600
Fort Worth, TX 76102
George Rich
Director
Armata Partners, L.P.
300 E. Lombard
Suite 610
Baltimore, MD 21202
ITEM 2(b). RESIDENCE OR BUSINESS ADDRESS:
10000 N. Central Expressway
Suite 1060
Dallas, Texas 75231
ITEM 2(c). PRESENT EMPLOYMENT AND THE NAME, PRINCIPAL BUSINESS AND ADDRESS OF
THE COMPANY IN WHICH SUCH EMPLOYMENT IS CONDUCTED.
RRGC is a limited partnership licensed by the U.S. Small Business
Administration as a small business investment company that invests
in retail and restaurant companies.
ITEM 2(d). WHETHER OR NOT, DURING THE LAST FIVE YEARS, SUCH PERSON HAS BEEN
CONVICTED IN A CRIMINAL PROCEEDING.
No
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ITEM 2(e). WHETHER OR NOT, DURING THE LAST FIVE YEARS, SUCH PERSON WAS A PARTY
TO A CIVIL PROCEEDING AND AS A RESULT WAS OR IS SUBJECT TO AN
ENJOINMENT WITH RESPECT TO FEDERAL OR STATE SECURITIES LAWS.
No
ITEM 2(f). CITIZENSHIP.
United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The original securities were purchased from Funds raised by RRGC
from the sale of general and limited partnership interests in RRGC
and debentures guaranteed by the U.S. Small Business Administration.
RRGC invested $2,000,000 in the purchase of the original securities.
ITEM 4. PURPOSE OF TRANSACTION.
RRGC entered into the transaction for investment purposes. RRGC does
not have any plans or proposals which relate to or would result in:
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer; (b) an
extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets
of the Issuer or any of its subsidiaries; (d) any change in the
present board of directors or management of the Issuer, including
any plans or proposals to change the number or term of directors or
to fill any existing vacancies on the board; (e) any material change
in the present capitalization or dividend policy of the Issuer; (f)
any other material change in the Issuer's business or corporate
structure including but not limited to, if the Issuer is a
registered closed-end investment company, any plans or proposals to
make any changes in its investment policy for which a vote is
required by section 13 of the Investment Company Act of 1940; (g)
changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Issuer by any person; (h) causing a class of securities of
the Issuer to be delisted from a national securities exchange or to
cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (i) a class
of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Act; or (j) any
action similar to any of those enumerated above.
ITEM 5(a). AGGREGATE NUMBER AND PERCENTAGE OF COMMON STOCK AND PREFERRED STOCK.
Upon exercise of all Warrants and subject to anti-dilution
protections in the Warrants, RRGC will own 415,056 shares of the
outstanding Common Stock of the Issuer, which equals 9.4% of the
outstanding shares of Common Stock of the Issuer on a fully diluted
basis.
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ITEM 5(b). NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) sole power to vote or to direct the vote: 415,056 shares of
Common Stock, (maximum upon exercise of Warrants)
(ii) shared power to vote or to direct the vote: None
(iii) sole power to dispose or to direct the disposition: 415,056
shares of Common Stock, (maximum upon exercise of Warrants)
(iv) shared power to dispose or to direct the disposition: None
ITEM 5(C). TRANSACTIONS EFFECTED DURING PAST SIXTY DAYS.
On January 6, 1999 the Issuer paid off the Amended and Restated
Senior Subordinated Promissory Note (the "Note"). Pursuant to the
terms of the Note, upon payment of the Note the Issuer issued to
RRGC a Warrant to purchase 372,847 shares of the Issuer's Common
Stock. Also on January 6, 1999, the Issuer redeemed 100,000 shares
of the Company's Class B Cumulative Preferred Stock, which
represented all of the class B Cumulative Preferred Stock of the
company held by RRGC.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
RRGC has entered into an Investment Agreement with the Issuer, dated
December 31, 1996, as amended by a First Amendment to Investment
Agreement dated October 8, 1997, pursuant to which the Issuer has
agreed to register all of the shares of the Issuer's Common Stock
beneficially owned by RRGC, and pursuant to which the Issuer has
agreed, at any time six years after the closing of the transaction,
to purchase any Warrants or Common Stock acquired upon conversion of
the Amended and Restated Promissory Note or exercise of the Warrants
if there was an event of default while the Amended and Restated
Promissory Note was outstanding or if there has been no secondary
public offering of the Issuer's Common Stock which results in net
proceeds to the Issuer of at least $15,000,000. RRGC has also
entered into a Stockholders' Agreement dated as of December 31, 1996
with the Issuer and Richard E. Schaden and Richard F. Schaden as
co-trustees pursuant to a Voting Trust dated as of July 14, 1994
(the "Voting Trust") and Richard E. Schaden and Richard F. Schaden
individually (collectively, the "Schadens") which grants RRGC
tag-along rights when the Voting Trust or the Schadens sell any of
the Issuer's securities, grants RRGC preemptive rights to acquire
its pro rata share of all capital stock of the Issuer issued after
the transaction date, and whereby RRGC, the Voting Trust and the
Schadens agree to vote for one director nominated by RRGC.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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.
RETAIL & RESTAURANT GROWTH CAPITAL,
L.P., a Delaware limited partnership
By: Retail & Restaurant Growth Partners, L.P., a
Texas limited partnership, its general partner
By: Retail & Restaurant Growth Management,
Inc., a Texas corporation, its general partner
February 8, 1999 By: /s/ J. Eric Lawrence
--------------------------------------------
J. ERIC LAWRENCE
Its: Vice President
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