SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
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
(including the associated common stock purchase rights)
(Title of Class of Securities)
749058103
(CUSIP Number of Class of Securities)
Patrick E. Meyers
Vice President and General Counsel
1415 Larmier 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, 40th Floor
Seattle, WA 98101
(206) 583-8888
November 17, 2000
[ ] 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: [ ]
ITEM 12. EXHIBITS.
(a)(1) Fact sheet describing issuer self-tender by The Quizno's
Corporation.
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT NAME
------ ------------
(a)(1) Fact sheet describing issuer self-tender by The Quizno's
Corporation.
Quizno's Offers $8/Share in Self-Tender Offer
- Average closing stock price in the 9 months ending Sept. 30, 2000 was $6.56
- $8 offer gives 22% premium to this average closing stock price
Stock Price Histogram - Six Months
Despite strong operating performance over the past six months, Quizno's
stock has continued to trade primarily between $6.00 and $7.00 per share.
Source: Factset Research Systems
Quizno’s $8 offer represents high comparable multiples
--------------------------------------------------------------------------------------------------
QUIZNO'S Rock Bottom Public Restaurants Papa John's
@$8/Share Restaurants, Inc. Under $100 million International
Based on 12 months Merger Transaction Market Cap.
Ending 6/30/00 announced 8/99. (Median)
Based on 12 months Based on 12
ending 12/27/98 months ending
6/30/00
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
EBITDA Multiple 8.4 X 5.6X 4.0X 6.0X
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
P/E Multiple 26.6X N/A 11.9X 12.8X
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
Revenue Multiple 1.14X .66X .47X .77X
--------------------------------------------------------------------------------------------------
Rock Bottom Source: CommScan and S.E.C.
Micro Cap and Restaurant Stocks are Heavily Discounted by Today’s Market
Current Market Situation
- Despite Quizno's consistent performance in growth and
profitability, its stock has remained relatively unchanged over the past
nine months
Quizno’s lack of liquidity, float and analyst coverage has translated into essentially no
institutional ownership and little support for the stock
- As primarily a franchisor, Quizno's has limited need or opportunity
to issue equity to fund growth
- To materially increase float, over half the Company would have to
be sold
– Although smaller acquisitions could possibly be completed with limited or no dilution, the level
of acquisitions necessary to increase Quizno’s market cap, float and
institutional ownership to eliminate micro cap penalties on valuation would be
highly dilutive — an alternative business plan does not appear feasible
– Thus, the Company does not have a business plan that would allow it to expand its market cap and
float to the point where Quizno’s can take full advantage of being public
__________________________________________________________________________
- Quizno’s would need to grow its current market cap of approximately $20 million over 20
times to reach the median of the Russell 2000 small stock index.
- Restaurant stocks have fallen out of favor.
In connection with the offer, Tucker Anthony Capital Markets, Denver, is acting as the dealer manager,
and MacKenzie Partners, New York, is acting as information agent. Stockholders
can call MacKenzie at 1-800-322-2885 to request the tender documents or if they
have questions about the tender process.
Stockholders of The Quizno’s Corporation should read the Tender Offer Statement on Schedule TO
filed with the Securities and Exchange Commission by The Quizno’s
Corporation because it contains important information about the tender offer.
Investors can obtain such Tender Offer Statement on Schedule TO and other filed
documents for free at the Securities and Exchange Commission’s website at
http://www.sec.gov.
This ends the substantive portion of this filing. What follows are HTML programming codes
necessary to incorporate the two graphs into this filing.
