SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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)
January 1, 2000
(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), 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 10 Pages
(1) NAME OF REPORTING PERSON 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 : 4,000 shares of Common Stock subject to
proxy
(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:
1,697,334 Shares of Common Stock (assuming Class A Preferred Stock
conversion)
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 53.1% Common
Stock (assuming Class A Preferred Stock conversion)
(14) TYPE OF REPORTING PERSON - 00
SCHEDULE 13D
CUSIP No 749058 10 3 Page 3 of 10 Pages
(1) NAME OF REPORTING 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: 4,339 shares of Common Stock
5,087 shares of Common Stock subject to currently
exercisable options
784 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 held
146,000 shares of Class A Cumulative Convertible
Preferred Stock (146,000 shares of Common Stock
upon conversion)
4,000 shares of Common Stock subject to proxy
granted to Voting Trust
(9) SOLE DISPOSITIVE POWER: 4,339 shares of Common Stock
5,087 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 (146,000
shares of Common Stock upon conversion)
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,709,544 shares of Common Stock (assuming exercise of options
and Class A Preferred Stock conversions)
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:[ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
53.4% Common Stock (assuming exercise of options and Class A
Preferred Stock conversion)
(14) TYPE OF REPORTING PERSON: IN
SCHEDULE 13D
CUSIP No.749058 10 3 Page 4 of 10 Pages
(1) NAME OF REPORTING 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: 34,000 shares of Class C Cumulative Convertible
Preferred Stock (34,000 shares of Common Stock upon
conversion) 4,000 shares of Common Stock subject to
currently exercisable options
(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 of Common Stock subject to proxy granted
to Voting Trust
(9) SOLE DISPOSITIVE POWER: 34,000 shares of Class C Cumulative Convertible
Preferred Stock (34,000 shares of Common Stock upon
conversion)
4,000 shares of Common Stock subject to currently
exercisable options
(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:
1,735,334 shares of Common Stock (assuming exercise of options and Class
A and Class C Preferred Stock conversions)
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
53.6% Common Stock (assuming Class A and Class C Preferred Stock
conversion)
(14) TYPE OF REPORTING PERSON: IN
SCHEDULE 13D
CUSIP No.749058 10 3 Page 5 of 10 Pages
Item 1. Security and Issuer.
This statement relates to shares of the Common Stock ("Common Stock"), par value
of $.001 per share, of The Quizno's Corporation, a Colorado corporation (the
"Issuer"). This Statement also refers to the Class A Cumulative Convertible
Preferred Stock ("Class A Stock") and the Class C Cumulative Convertible
Preferred Stock (the "Class C Stock"), which are currently convertible into
shares of Common Stock on a one-for-one basis, but are not registered under the
Securities Exchange Act of 1934 (the "Act"). The Issuer maintains its principal
executive offices at 1415 Larimer Street, 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(k)(2) under the Act, 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.
SCHEDULE 13D
CUSIP No.749058 10 3 Page 6 of 10 Pages
II.
(a) Richard E. Schaden
(b) His business address is 1415 Larimer Street, Denver, Colorado 80202
(c) Mr. Schaden is President, Chief Executive Officer and Chairman of the
Board of Directors 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) Mr. Schaden is a citizen of the USA
III.
(a) Richard F. Schaden
(b) His business address is 11870 Airport Way, Broomfield, Colorado 80021
(c) He is 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
SCHEDULE 13D
CUSIP No.749058 10 3 Page 7 of 10 Pages
(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 1996, 8,666 shares of Common
Stock were transferred out of the Voting Trust as a gift. In June 1997, Richard
E Schaden, individually, was granted options to purchase 4,000 shares of Common
Stock that immediately vested under the Issuer's Employee Stock Option Plan. In
July 1997, 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. In October 1999, Richard E. Schaden exercised options granted
under the Issuer's Employee Stock Option Plan to purchase 1,426 shares of Common
Stock. Richard E. Schaden has also been allocated 784 shares of Common Stock
under the Issuer's 401(k) Plan over which he has voting rights but no
disposition rights. On January 1, 2000, each of the Schadens were granted
options to acquire 4,000 shares of Common Stock, as were each of the other
members of the Issuer's Board of Directors and Advisors. Any exercise of options
by a Reporting Person will involve the use of personal funds.
SCHEDULE 13D
CUSIP No.749058 10 3 Page 8 of 10 Pages
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. Issuer
securities acquired outside of the Voting Trust by the Reporting Persons have
been acquired for investment purposes. The Reporting Persons do not have any
present plans or proposals which relate to or may 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 the shares a Reporting Person may acquire upon exercise of options granted
in connection with existing Issuer stock option plans, and the previously
announced authorization by the Issuer's Board of Directors for the Issuer to buy
up to 200,000 shares of the Common Stock from time to time in the public
markets. As announced in August 1999, the going private Proposal reported in the
previous Amendment to this Schedule 13D has been withdrawn.
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 beneficially 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.
SCHEDULE 13D
CUSIP No.749058 10 3 Page 9 of 10 Pages
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 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. In 1996, the Reporting Persons entered into a
Stockholders' Agreement among themselves, the Issuer and Retail & Restaurant
Growth Capital, L.P. ("RRGC"), in connection with a loan to the Issuer by RRGC
and the acquisition by RRGC of an equity interest in the Issuer. Such
Stockholders' Agreement principally provides that the Reporting Persons will
vote for RRGC representation on the Board of the Issuer, that RRGC would have
certain "tag-along" rights if the Reporting Persons sold their Issuer
securities, and that RRGC will have certain preemptive rights to acquire Issuer
stock.
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.
SCHEDULE 13D
CUSIP No.749058 10 3 Page 10 of 10 Pages
Exhibit C to Amendment No.1
to Schedule 13D Proxy Appointments of
Richard F. Schaden.
Exhibit A to Amendment No. 3
to Schedule 13D Schaden Proposal Letter.
Exhibit B to Amendment No. 3
to Schedule 13D Proxy Appointment of
Richard F. Schaden and
Richard E. Schaden, as
Co-Trustees. Exhibit C
to Amendment No. 3
to Schedule 13D Proxy
Appointment of Richard
E. Schaden.
Exhibit A to Amendment No. 4 Stockholders Agreement,
dated as of December 31,
1996, incorporated by
reference to Exhibit
99(b) to Schedule 13D
filed by Retail &
Restaurant Growth
Capital, L.P. with the
Commission on January 9,
1997.
- --------
All the above documents have been filed previously.
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: January 21, 2000
/s/ Richard E. Schaden /s/ Richard F. Schaden
Richard E. Schaden, Richard F. Schaden,
Individually and as Trustee Individually and as Trustee
