SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
November 13, 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 11 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 : 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:
1,697,334 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)
53.8% Common Stock (assuming Class A Preferred Stock conversion)
(14) TYPE OF REPORTING PERSON - 00
<PAGE>
SCHEDULE 13D
CUSIP No 749058 10 3 Page 3 of 11 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: 778,006 shares of Common Stock
5,087 shares of Common Stock subject to
currently exercisable options
1,084 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: 773,667 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:
1,709,844 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):
54.1% Common Stock (assuming exercise of options and Class A
Preferred Stock conversion)
(14) TYPE OF REPORTING PERSON: IN
<PAGE>
SCHEDULE 13D
CUSIP No.749058 10 3 Page 4 of 11 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:
68,803 shares of Classes C and E Cumulative Convertible
Preferred Stock (68,803 shares of Common Stock upon conversion)
4,000 shares of Common Stock subject to currently exercisable
options
(8) SHARED VOTING POWER: 773,667 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: 68,803 shares of Classes C and E Cumulative
Convertible Preferred Stock (68,803 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:
1,774,137 shares of Common Stock
(assuming exercise of options and Class
A, Class C and Class E 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):
55.0% Common Stock (assuming Class A, Class C and Class E Preferred
Stock conversion)
(14) TYPE OF REPORTING PERSON: IN
<PAGE>
SCHEDULE 13D
CUSIP No.749058 10 3 Page 5 of 11 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"), the Class C
Cumulative Convertible Preferred Stock (the "Class C Stock") and the Class
E Cumulative Convertible Preferred Stock (the "Class E 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.
<PAGE>
SCHEDULE 13D
CUSIP No.749058 10 3 Page 6 of 11 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
<PAGE>
SCHEDULE 13D
CUSIP No.749058 10 3 Page 7 of 11 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. 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 1,084 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
<PAGE>
SCHEDULE 13D
CUSIP No.749058 10 3 Page 8 of 11 Pages
Issuer's Board of Directors and Advisors. Any exercise of options by a
Reporting Person will involve the use of personal funds. On March 22,
2000, Richard F. Schaden acquired 34,803 shares of Class E Stock from
the Issuer for cash using personal funds. On August 9, 2000, Richard E.
Schaden withdrew 773,667 shares of Common Stock from the Voting Trust
to be used to secure a personal loan to him, subject, however, to his
agreement to re-convey such shares to the Voting Trust once they are no
longer needed to secure any loan. On August 14, 2000, such shares were
used to obtain a margin loan by Richard E. Schaden. No part of the
proceeds of such loan were used to purchase any Common Stock.
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 may acquire Issuer securities upon exercise of
options granted in connection with existing Issuer stock option plans
using personal funds. On November 13, 2000, the Issuer announced a
tender offer for shares of its Common Stock at a purchase price of
$8.00 per share. The Schadens have stated that they will not tender any
of their shares. The result of the tender offer, if any shares are
purchased, will be to increase the ownership percentage of the
Schadens. In addition, the tender offer could result in the de-listing
of the Common Stock from the Nasdaq SmallCap Market and the termination
of registration of the Common Stock of the Issuer under the Securities
Exchange of 1934, as amended (generally known as "going private"). In
conjunction with the tender offer, the Issuer announced that subsequent
to the tender offer, the Board of Directors could determine to enter
into a merger or other form of corporate transaction such that any
share not tendered by shareholders in the tender offer (other than
shares held by the Schadens) would be converted into only the right to
receive the offer price in cash. The Issuer may finance up to $12
million of the cost of the tender offer through a credit facility from
Levine Leichtman
SCHEDULE 13D
CUSIP No.749058 10 3 Page 9 of 11 Pages
Capital Partners II, L.P. In connection with such loan, that entity
would have an option to appoint a representative to the Board of the
Issuer, and would hold a warrant to purchase up to 14% of the Issuer's
Common Stock, on a fully diluted basis. Other than as stated above,
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, any other similar extraordinary transaction or event,
or a change in the present Board of Directors or management of the
Issuer.
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, Class C Stock and Class E 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
have been 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 certain of
the shares held in the Voting Trust. The holders of Class A Stock ,
Class C Stock and Class E 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 and the Class E 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, and to this Amendment No.5
<PAGE>
SCHEDULE 13D
CUSIP No.749058 10 3 Page 10 of 11 Pages
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. A copy of such
Agreement is incorporated by reference as Exhibit A to Amendment No. 4
to Schedule 13D. If the tender offer described above is consummated,
RRGC's interest in the Issuer is expected to be purchased by the
Issuer. However, the party financing the aggregate Issuers cash
purchase price for the tender offer is expected to require the
Schadens to enter into a similar agreement granting similar rights to
it.
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 11 of 11 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.
Exhibit A to Amendment No.5** Agreement of Waiver and Modification of
Voting Trust Agreement and Stock Purchase
Agreement, dated August 8, 2000, between
Richard E. Schaden and Richard F. Schaden
Exhibit B to Amendment No.5** Proxy Appointment of Richard E. Schaden,
dated August 8, 2000
Exhibit C to Amendment No.5** Proxy Appointment of Richard F. Schaden,
dated August 8, 2000
Exhibit D to Amendment No.5 Incorporation by reference of all material
filed with the Issuer's Schedule TO, filed
with the Commission on November 13, 2000
--------
** Filed herewith. All the other documents referenced above 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: November 15, 2000
/s/Richard E. Schaden /s/Richard F. Schaden
--------------------- ---------------------
Richard E. Schaden, Richard F. Schaden,
Individually and as Trustee Individually and as Trustee
<PAGE>
Exhibit A
---------
AGREEMENT OF WAIVER AND MODIFICATION OF VOTING
TRUST AGREEMENT AND STOCK PURCHASE AGREEMENT
This Agreement of Waiver and Modification of Voting Trust Agreement and
Stock Purchase Agreement is entered into and executed on this 8th day
of August, 2000, between Richard F. Schaden ("RFS") and Richard E.
Schaden ("RES"), both individually and as Co-Trustees under that
certain Voting Trust Agreement, dated July 14, 1994, as amended from
time to time (the "Voting Trust Agreement").
WHEREAS, RFS and RES executed both the original Voting Trust Agreement
and a Stock Purchase Agreement, dated as of July 14, 1994 (the "Stock
Purchase Agreement") in order to secure the continuity and stability of
policy and management of The Quizno's Corporation by depositing their
respective shares of Quizno's common stock in the Voting Trust created
by the Voting Trust Agreement (the "Voting Trust"), and agreeing to
restrict their ability to sell such shares under the terms of the Stock
Purchase Agreement; and
WHEREAS, RES now desires to hold 773,667 shares of common stock of
Quizno's currently held in the Voting Trust outside the Voting Trust,
in his own name, in order to use, and for the sole purpose of using,
such shares of common stock to secure a loan to him personally; and
WHEREAS, RFS is willing to permit such holding of shares of common
stock outside of the Voting Trust for such purposes, so long as the
Voting Trust Agreement and the Stock Purchase Agreement remain in full
force and effect and RES agrees to re-convey and re-transfer such
shares to the Voting Trust and that such shares of common stock will
again be subject to the terms of the Voting Trust Agreement and the
Stock Purchase Agreement, as soon as they are free from any pledge or
collateral agreement securing such loan; and
WHEREAS, RFS and RES desire to record their mutual waivers relating to
other matters in connection with the Voting Trust Agreement, as set
forth in Section 3 below.
NOW THEREFORE, in consideration of the mutual agreements contained
herein and other good and sufficient consideration, the receipt of
which is hereby acknowledged, the parties hereto agree as follows:
1. The Voting Trust shall transfer 773,667 shares of Quizno's common
stock held in its name on the stock transfer records of Quizno's to
RES, to be held in the name of RES or his nominee, free and clear of
any of the restrictions and legends provided for in the Voting Trust
Agreement and the Stock Purchase Agreement, provided, however, that
such transfer is for the sole purpose of permitting RES to borrow funds
for a personal loan, with the pledge of such shares to secure that
loan. Any Trust Certificate or voting proxy issued under the Voting
Trust Agreement to RES, but only to the extent of the 773,667 shares of
Quizno's common stock transferred hereunder, shall be cancelled upon
the transfer of such shares to RES. RES agrees that upon the release of
any such shares from such pledge or other collateral agreement, if
ever, he shall re-convey and re-transfer those shares to the Voting
Trust and such shares will again be subject to the Voting Trust
Agreement and the Stock Purchase Agreement. Upon such re-conveyance or
re-transfer, RES shall be issued one or more Trust Certificates and
granted voting proxies for any such shares.
2. During the time such shares are held by RES outside the Voting
Trust, the Voting Trust shall continue in effect as provided in the
Voting Trust Agreement, and the Voting Trust Agreement and the Stock
Purchase Agreement shall continue to be in full force and effect in
accordance with their respective terms.
<PAGE>
3. RFS and RES individually and as Co-Trustees under the Voting Trust
Agreement do hereby waive the obligations, if any, of either of them to
place any of the Class C Cumulative Convertible Preferred Stock of
Quizno's owned by either of them, the Class E Cumulative Convertible
Preferred Stock of Quizno's owned by either of them, any stock options
granted to either of them by Quizno's, and any of Quizno's common stock
issued upon the conversion or exercise of any of the preceding, in the
Voting Trust or subject any of the preceding to the terms of the Voting
Trust Agreement, however, such options and shares will continue to be
subject to the terms of the Stock Purchase Agreement.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of
the date first above written with the full intention to be bound.
/s/Richard F. Schaden /s/ Richard E. Schaden
--------------------- ----------------------
Richard F. Schaden, Individually Richard E. Schaden, Individually
and as Co-Trustee and as Co-Trustee
<PAGE>
Exhibit B
---------
PROXY
Richard E. Schaden and Richard F. Schaden, joint Trustees (the
"Trustees"), under that certain Voting Trust Agreement dated July 14, 1994, as
amended (the "Voting Trust"), by and between Richard E. Schaden and Richard F.
Schaden, as shareholders of The Quizno's Corporation (the "Corporation"), hereby
appoint Richard E. Schaden as agent and proxy of the Trustees, to vote 73,000
shares of Class A Cumulative Convertible Preferred Stock of the Corporation, and
2,000 shares of common stock of the Corporation held in the name of Timothy M.
Schaden, who has granted a proxy to vote those shares to the Voting Trust, at
any meeting of shareholders of the Corporation or adjournments thereof.
This appointment is irrevocable, except with the approval of the proxy
appointed herein, and is intended to be coterminous with the Voting Trust and
shall terminate only upon the termination of the Voting Trust or upon the death
of the proxy appointed herein. This appointment is coupled with an interest as
provided in Section 107-203 (5) of the Colorado Business Corporation Act.
This appointment is nontransferable, except that the proxy
appointed herein can appoint another as the proxy for a specific meeting of
shareholders by executing a standard proxy card, used in soliciting proxies from
shareholders generally. In the event of the death of Richard E. Schaden, the
voting rights granted herein shall terminate and shall not inure to the benefit
of his heirs, successors or assigns, but shall revert to the remaining Trustee
under the Voting Trust.
The Trustees hereby revoke any appointments heretofore given
to vote any such shares.
Date: August 8, 2000
/s/ Richard F. Schaden
---------------------------
Richard F. Schaden, Trustee
/s/ Richard E. Schaden
---------------------------
Richard E. Schaden, Trustee
<PAGE>
Exhibit C
---------
PROXY
Richard E. Schaden and Richard F. Schaden, joint Trustees (the
"Trustees"), under that certain Voting Trust Agreement dated July 14, 1994, as
amended (the "Voting Trust"), by and between Richard E. Schaden and Richard F.
Schaden, as shareholders of The Quizno's Corporation (the "Corporation"), hereby
appoint Richard F. Schaden as agent and proxy of the Trustees, to vote 773,667
shares of the common stock of the Corporation, 73,000 shares of Class A
Cumulative Convertible Preferred Stock of the Corporation, and 2,000 shares of
common stock of the Corporation held in the name of Timothy M. Schaden, who has
granted a proxy to vote those shares to the Voting Trust, at any meeting of
shareholders of the Corporation or adjournments thereof.
This appointment is irrevocable, except with the approval of the proxy
appointed hereunder, and is intended to be coterminous with the Voting Trust and
shall terminate only upon the termination of the Voting Trust or upon the death
of the proxy appointed herein. This appointment is coupled with an interest as
provided in Section 107-203 (5) of the Colorado Business Corporation Act.
This appointment is nontransferable, except that the proxy
appointed herein can appoint another as the proxy for a specific meeting of
shareholders by executing a standard proxy card, used in soliciting proxies from
shareholders generally. In the event of the death of Richard F. Schaden, the
voting rights granted herein shall terminate and shall not inure to the benefit
of his heirs, successors or assigns, but shall revert to the remaining Trustee
under the Voting Trust.
The Trustees hereby revoke any appointments heretofore given
to vote any such shares.
Date: August 8, 2000
/s/ Richard F. Schaden
---------------------------
Richard F. Schaden, Trustee
/s/ Richard E. Schaden
---------------------------
Richard E. Schaden, Trustee
