SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
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
December 12, 2000
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.
[X] 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: Form or Registration No.:
$3,640 SC TO
Filing Party: Quizno's Date Filed: November 13,
Corporation 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: [X]
This Amendment No. 1 amends and supplements the Tender Offer
Statement on Schedule TO (this "Schedule TO") filed on November 13, 2000
relating to the offer by the Quizno's Corporation (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 to the Schedule TO 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 and 13 of 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 11. ADDITIONAL INFORMATION
On December 12, 2000, The Quizno's Corporation issued a press release
announcing the preliminary results of its self tender offer, which expired
on December 11, 2000. The press release is included herein as Exhibit
(a)(1) and incorporated herein by reference.
ITEM 12. EXHIBITS.
(a)(1) Press Release dated December 12, 2000.
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: December 12, 2000
THE QUIZNO'S CORPORATION
by /s/ Richard E. Schaden
Name: Richard E. Schaden
Title: President and Chief Executive Officer
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT NAME
ITEM 12. EXHIBITS.
(a)(1) Press Release dated December 12, 2000.
Quizno's(R)Completes Self-Tender Offer
DENVER, Colo. - December 12, 2000 -- The Quizno's Corporation
(Nasdaq: QUIZ) announced today that it successfully completed its tender
offer to purchase all outstanding shares of its common stock, except for
shares held by certain insiders, at a purchase price of $8 per share in
cash. The tender expired as scheduled at midnight New York City time
December 11, 2000.
Based on preliminary information received from the depository
Harris Trust Company, as well as preliminary indications of options and
warrants tendered to the Company, more than 1.7 million shares, including
options and warrants to purchase 928,284 shares, were validly tendered and
accepted for payment, meeting the conditions set forth in the tender.
Among those who tendered was Retail & Restaurant Growth Capital, L.P. of
Dallas, which held Quizno's original senior debt. RRGC tendered warrants
to purchase approximately 415,000 shares.
Insiders Richard E. Schaden, Richard F. Schaden and Frederick H.
Schaden, who together hold approximately 51.6 percent of the Company's
stock, indicated when the tender was announced that they would not tender
their shares at this time.
Payment for the shares tendered will be made promptly and, in
the case of shares tendered by the guaranteed delivery procedures,
promptly after timely delivery of shares and required documentation.
The Company also announced it intends to close a loan for
approximately $12 million today with Levine Leichtman Capital Partners in
conjunction with the tender.
Quizno's had indicated it commenced the tender primarily to
increase stockholder value by providing shareholders with an opportunity
for cash liquidity at a premium above recently traded stock prices.
The Quizno's Corporation currently franchises and owns and operates
Quizno's Subs restaurants operating throughout the U.S. and in four
foreign countries.
Certain information in this release are forward-looking statements
that involve risks and uncertainties that might adversely affect the
Company's operating results in the future in a material way. Such risks
and uncertainties include, without limitation, the effect of national and
regional economic and market conditions in the U.S. and the other
countries in which we franchise Restaurants, costs of labor and employee
benefits, costs of marketing, the success or failure of marketing efforts,
costs of food and non-food items used in the operation of the Restaurants,
intensity of competition for locations and Franchisees, as well as
customers, perception of food safety, spending patterns and demographic
trends, legal claims and litigation, the availability of financing for the
Company and its Franchisees at reasonable rates, the availability and cost
of land and construction, legislation and governmental regulations, and
accounting policies and practices. Many of these risks are beyond the
control of the Company. Such risks are detailed from time to time in the
Company's reports filed with the SEC, including the Report on Form 10-KSB
for the year ended September 30, 1999.
For More Information Contact:
-------------------------------------
Sue Hoover, EVP Corporate Communications
The Quizno's Corporation
720-359-3374
