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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
THE QUIZNO'S CORPORATION
(Name of Subject Company (Issuer))
THE QUIZNO'S CORPORATION
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
749058103
(CUSIP Number of Class of Securities)
PATRICK E. MEYERS
VICE PRESIDENT AND GENERAL COUNSEL
1415 LARIMER STREET
DENVER, COLORADO 80202
(303) 291-0999
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications on Behalf of Filing Persons)
COPY TO:
LINDA SCHOEMAKER
PERKINS COIE LLP
1201 THIRD AVENUE, 48TH FLOOR
SEATTLE, WA 98101
(206) 583-8888
NOVEMBER 13, 2000
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CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$18,200,000 $3,640
* For purposes of calculating amount of filing fee only. The amount assumes
the purchase of 1,456,248 shares of common stock, par value $.001 per share (the
"Shares"), of The Quizno's Corporation (the "Company"), at a price per share of
$8.00. Such number of shares represents all the Shares outstanding as of
November 8, 2000 (other than 1,782,647 shares beneficially held by Richard F.
Schaden, Richard E. Schaden and Frederick H. Schaden) plus the number of Shares
issuable upon the exercise of all options and warrants and to purchase Shares
and the number of Shares issuable upon the conversion of all preferred stock.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: N/A Form or Registration No.: N/A
Filing Party: N/A Date Filed: N/A
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender-offer subject to Rule 13e-4.
[X] going private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
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This Tender Offer Statement on Schedule TO (this "Schedule TO"), is filed
by The Quizno's Corporation, a Colorado corporation (the "Company"). This
Schedule TO relates to the offer by the Company to purchase all outstanding
shares of common stock, par value $.001 per share (the "Shares"), of
the Company at a purchase price of $8.00 per Share, net to the seller
in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase dated November 13, 2000 (the "Offer to Purchase") and in
the related Letter of Transmittal, copies of which are attached hereto as
Exhibits (a)(1) and (a)(2) (which, together with any amendments or supplements
thereto, collectively constitute the "Offer"). The information set forth in the
Offer to Purchase and the related Letter of Transmittal is incorporated herein
by reference with respect to Items 1-9, 11 and 13 of this Schedule TO.
ITEM 10. FINANCIAL INFORMATION
The information set forth under "The Tender Offer - Certain Information
Concerning the Company" of the Offer to Purchase is incorporated herein by
reference. In addition, the Company's audited financial statements as of
December 31, 1998 and September 30, 1999, are included in the Company's Annual
Report on Form 10-KSB for the year ended September 30, 1999, which is
incorporated herein by reference. Also, the Company's unaudited financial
statements for the nine month periods ended June 30, 1999 and June 30, 2000, are
included in the Company's Quarterly Report on Form 10-QSB for the period ended
June 30, 2000, which is incorporated herein by reference.
ITEM 12. EXHIBITS.
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(a)(1) Offer to Purchase.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.
(a)(5) Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies
and Other Nominees.
(a)(6) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(7) Text of Press Release dated November 13, 2000, issued by the Company.
(a)(8) Notice to Shareholders Pursuant to Section 7-108-501 of the Colorado
Business Corporation Act.
(a)(9) Letter to Stockholders from the Company.
(b)(1) Securities Purchase Ageement between the Company, its subsidiaries and
Levine Leichtman Capital Partners II, L.P.
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(b)(2) Form of Secured Senior Subordinated Note Due 2005 issued to Levine
Leichtman Capital Partners II, L.P.
(b)(3) Form of Warrant for Common Stock issued to Levine Leichtman Capital
Partners II, L.P.
(b)(4) Form of Warrant for Preferred Stock issued to Levine Leichtman Capital
Partners II, L.P.
(b)(5) Form of Registration Rights Agreement between the Company and Levine Leichtman
Capital Partners II, L.P.
(b)(6) Form of Investor Rights Agreement between the Company and Levine Leichtman
Capital Partners II, L.P.
(b)(7) Form of Security Agreement with Levine Leichtman Capital Partners II, L.P.
(b)(8) Form of Pledge Agreement with Levine Leichtman Capital Partners II, L.P.
(b)(9) Form of Grant of Security Interest in Trademarks, Patents and Licenses between
the Company and Levine Leichtman Capital Partners II, L.P.
(c)(1) Opinion of Tucker Anthony On Fairness, dated November 12, 2000,
(Included as Schedule II to the Offer to Purchase filed herewith
as Exhibit (a)(1))
(c)(2) Opinion of Tucker Anthony On Colorado Statute, dated November 12, 2000,
(Included as Schedule II to the Offer to Purchase filed herewith as
Exhibit (a)(1))
(d)(1) Termination Agreement, dated November 6, 2000 between the Company and
Retail & Restaurant Growth Capital, L.P.
(d)(2) Guaranty Agreement between the Company and Tucker Anthony, Inc.
(d)(3) Form of Margin Agreement between Tucker Anthony, Inc. and Richard E. Schaden.
(d)(4) Form of Reimbursement Agreement between the Company and Richard E. Schaden.
(e)(1) Form of Employment Agreement between the Company and Richard E. Schaden
(e)(2) Form of Employment Agreement between the Company and Richard F. Schaden
(f) Article 113 of the Colorado Business Corporation Act (Included as
Schedule III to the Offer to Purchase filed herewith as Exhibit (a)(i))
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(g) None.
(h) None.
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SIGNATURE
After due 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.
Dated: November 13, 2000
THE QUIZNO'S CORPORATION
by /s/ Richard E. Schaden
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Name: Richard E. Schaden
Title: President and Chief Executive Officer
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EXHIBIT INDEX
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EXHIBIT
NUMBER EXHIBIT NAME
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ITEM 12. EXHIBITS.
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(a)(1) Offer to Purchase.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.
(a)(5) Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies
and Other Nominees.
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(7) Text of Press Release dated November 13, 2000, issued by the Company.
(a)(8) Notice to Shareholders Pursuant to Section 7-108-501 of the Colorado
Business Corporation Act.
(a)(9) Letter to Stockholders from the Company.
(b)(1) Securities Purchase Ageement between the Company, its subsidiaries and
Levine Leichtman Capital Partners II, L.P.
(b)(2) Form of Secured Senior Subordinated Note Due 2005 issued to Levine
Leichtman Capital Partners II, L.P.
(b)(3) Form of Warrant for Common Stock issued to Levine Leichtman Capital
Partners II, L.P.
(b)(4) Form of Warrant for Preferred Stock issued to Levine Leichtman
Capital Partners II, L.P.
(b)(5) Form of Registration Rights Agreement between the Company and Levine Leichtman
Capital Partners II, L.P.
(b)(6) Form of Investor Rights Agreement between the Company and Levine Leichtman
Capital Partners II, L.P.
(b)(7) Form of Security Agreement with Levine Leichtman Capital Partners II, L.P.
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(b)(8) Form of Pledge Agreement with Levine Leichtman Capital Partners II, L.P.
(b)(9) Form of Grant of Security Interest in Trademarks, Patents and Licenses between
the Company and Levine Leichtman Capital Partners II, L.P.
(c)(1) Opinion of Tucker Anthony On Fairness, dated November 12, 2000,
(Included as Schedule II to the Offer to Purchase filed herewith
as Exhibit (a)(1))
(c)(2) Opinion of Tucker Anthony On Colorado Statute, dated November 12, 2000,
(Included as Schedule II to the Offer to Purchase filed herewith as
Exhibit (a)(1))
(d)(1) Termination Agreement, dated November 6, 2000 between the Company and
Retail & Restaurant Growth Capital, L.P.
(d)(2) Guaranty Agreement between the Company and Tucker Anthony, Inc.
(d)(3) Form of Margin Agreement between Tucker Anthony, Inc. and Richard E. Schaden.
(d)(4) Form of Reimbursement Agreement between the Company and Richard E. Schaden.
(e)(1) Form of Employment Agreement between the Company and Richard E. Schaden
(e)(2) Form of Employment Agreement between the Company and Richard F. Schaden
(f) Article 113 of the Colorado Business Corporation Act (Included as Schedule III
to the Offer to Purchase filed herewith as Exhibit (a)(i))
(g) None.
(h) None.
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STATEMENT OF DIFFERENCES
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The registered trademark symbol shall be expressed as.................... 'r'
