| | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 | OMB APPROVAL |
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
EINSTEIN NOAH RESTAURANT GROUP, INC.
(Name of Issuer)
Shares of Common Stock, par value $0.001 per share
(Title of Class of Securities)
28257U104
(CUSIP Number)
Greenlight Capital, L.L.C.
140 East 45th Street, Floor 24
New York, New York 10017
Tel. No.: (212) 973-1900
Attention: Chief Operating Officer
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
- with copies to -
Barry N. Hurwitz
Bingham McCutchen LLP
One Federal Street
Boston, MA 02110
(617) 951-8000
February 1, 2011
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial 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 Exchange 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).
| 1 | Names of Reporting Persons. Greenlight Capital, L.L.C. |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) [ ] |
| | (b) [ ] |
| 3 | SEC Use Only |
| 4 | Source of Funds (See Instructions): AF, WC, OO |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ] |
| 6 | Citizenship or Place of Organization. Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With | 7 Sole Voting Power 0 |
8 Shared Voting Power 4,452,856 |
9 Sole Dispositive Power 0 |
10 Shared Dispositive Power 4,452,856 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 4,452,856 | |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | |
| 13 | Percent of Class Represented by Amount in Row (11) 26.9% | |
| 14 | Type of Reporting Person (See Instructions) OO | |
| 1 | Names of Reporting Persons. Greenlight Capital, Inc. |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) [ ] |
| | (b) [ ] |
| 3 | SEC Use Only |
| 4 | Source of Funds (See Instructions): AF, WC, OO |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ] |
| 6 | Citizenship or Place of Organization. Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With | 7 Sole Voting Power 0 |
8 Shared Voting Power 9,006,311 |
9 Sole Dispositive Power 0 |
10 Shared Dispositive Power 9,006,311 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 9,006,311 | |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | |
| 13 | Percent of Class Represented by Amount in Row (11) 54.3% | |
| 14 | Type of Reporting Person (See Instructions) CO | |
| 1 | Names of Reporting Persons. Greenlight Capital, L.P. |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) [ ] |
| | (b) [ ] |
| 3 | SEC Use Only |
| 4 | Source of Funds (See Instructions): WC, OO |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ] |
| 6 | Citizenship or Place of Organization. Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With | 7 Sole Voting Power 0 |
8 Shared Voting Power 1,061,026 |
9 Sole Dispositive Power 0 |
10 Shared Dispositive Power 1,061,026 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,061,026 | |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | |
| 13 | Percent of Class Represented by Amount in Row (11) 6.4% | |
| 14 | Type of Reporting Person (See Instructions) PN | |
| 1 | Names of Reporting Persons. Greenlight Capital Qualified, L.P. |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) [ ] |
| | (b) [ ] |
| 3 | SEC Use Only |
| 4 | Source of Funds (See Instructions): WC, OO |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ] |
| 6 | Citizenship or Place of Organization. Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With | 7 Sole Voting Power 0 |
8 Shared Voting Power 3,391,830 |
9 Sole Dispositive Power 0 |
10 Shared Dispositive Power 3,391,830 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 3,391,830 | |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | |
| 13 | Percent of Class Represented by Amount in Row (11) 20.5% | |
| 14 | Type of Reporting Person (See Instructions) PN | |
| 1 | Names of Reporting Persons. Greenlight Capital Offshore Partners |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) [ ] |
| | (b) [ ] |
| 3 | SEC Use Only |
| 4 | Source of Funds (See Instructions): WC, OO |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ] |
| 6 | Citizenship or Place of Organization. British Virgin Islands |
Number of Shares Beneficially Owned by Each Reporting Person With | 7 Sole Voting Power 0 |
8 Shared Voting Power 4,553,455 |
9 Sole Dispositive Power 0 |
10 Shared Dispositive Power 4,553,455 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 4,553,455 | |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | |
| 13 | Percent of Class Represented by Amount in Row (11) 27.5% | |
| 14 | Type of Reporting Person (See Instructions) PN | |
| 1 | Names of Reporting Persons. DME Advisors GP, LLC |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) [ ] |
| | (b) [ ] |
| 3 | SEC Use Only |
| 4 | Source of Funds (See Instructions): AF, WC, OO |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ] |
| 6 | Citizenship or Place of Organization. Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With | 7 Sole Voting Power 0 |
8 Shared Voting Power 1,727,158 |
9 Sole Dispositive Power 0 |
10 Shared Dispositive Power 1,727,158 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,727,158 | |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | |
| 13 | Percent of Class Represented by Amount in Row (11) 10.4% | |
| 14 | Type of Reporting Person (See Instructions) OO | |
| 1 | Names of Reporting Persons. DME Capital Management, LP |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) [ ] |
| | (b) [ ] |
| 3 | SEC Use Only |
| 4 | Source of Funds (See Instructions): AF, WC, OO |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ] |
| 6 | Citizenship or Place of Organization. Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With | 7 Sole Voting Power 0 |
8 Shared Voting Power 977,158 |
9 Sole Dispositive Power 0 |
10 Shared Dispositive Power 977,158 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 977,158 | |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | |
| 13 | Percent of Class Represented by Amount in Row (11) 5.9% | |
| 14 | Type of Reporting Person (See Instructions) PN | |
| 1 | Names of Reporting Persons. David Einhorn |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) [ ] |
| | (b) [ ] |
| 3 | SEC Use Only |
| 4 | Source of Funds (See Instructions): AF, WC, OO |
| 5 | Check 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 With | 7 Sole Voting Power 0 |
8 Shared Voting Power 10,733,469 |
9 Sole Dispositive Power 0 |
10 Shared Dispositive Power 10,733,469 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 10,733,469 | |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | |
| 13 | Percent of Class Represented by Amount in Row (11) 64.7% | |
| 14 | Type of Reporting Person (See Instructions) IN | |
AMENDMENT NO. 12 TO SCHEDULE 13D
This Amendment No. 12 to Schedule 13D (the “Amendment”), relating to shares of common stock, par value $0.001 per share, (“Common Stock”) of Einstein Noah Restaurant Group, Inc., f/k/a New World Restaurant Group, Inc., a Delaware corporation (the “Issuer”), 555 Zang Street; Suite 300; Lakewood CO 80228, is being filed as an amendment to the statement on Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on January 30, 2001, as amended by Amendment No. 1 filed with the Commission on February 2, 2001, Amendment No. 2 filed with the Commission on July 2, 2001, Amendment No. 3 filed with the Commission on May 30, 2003, Amendment No. 4 filed with the Commission on June 20, 2003, Amendment No. 5 filed with the Commission on July 16, 2003, Amendment No. 6 filed with the Commission on October 15, 2003, Amendment No. 7 filed with the Commission on February 7, 2006, Amendment No. 8 filed with the Commission on June 20, 2006, Amendment No. 9 filed with the Commission on June 14, 2007, Amendment No. 10 filed with the Commission on April 14, 2008, and Amendment No. 11 filed with the Commission on May 4, 2010.
This Amendment is being filed on behalf of Greenlight Capital, L.L.C., a Delaware limited liability company (“Greenlight LLC”), Greenlight Capital, Inc., a Delaware corporation (“Greenlight Inc.”), Greenlight Capital, L.P., a Delaware limited partnership (“Greenlight Fund”), of which Greenlight LLC is the general partner and for which Greenlight Inc. acts as investment manager, Greenlight Capital Qualified, L.P., a Delaware limited partnership (“Greenlight Qualified”), of which Greenlight LLC is the general partner and for which Greenlight Inc. acts as investment manager, Greenlight Capital Offshore Partners, a British Virgin Islands partnership (“Greenlight Offshore”), for which Greenlight Inc. acts as investment manager, DME Advisors GP, LLC, a Delaware limited liability com pany (“Advisors GP”), DME Capital Management, L.P., a Delaware limited partnership of which Advisors GP is the general partner (“DME CM”), and Mr. David Einhorn (together with Greenlight LLC, Greenlight Inc., Greenlight Fund, Greenlight Qualified, Greenlight Offshore, Advisors GP and DME CM, the “Reporting Persons”). Mr. Einhorn is the principal of each of Greenlight LLC, Greenlight Inc., and Advisors GP.
In addition, Advisors GP is the general partner of DME Capital Advisors, L.P., a Delaware limited partnership (“Advisors”). Advisors acts as the investment manager for a managed account (the “Managed Account”). DME CM acts as the investment manager for Greenlight Capital Offshore Master (Gold), Ltd., a British Virgin Islands company (“Greenlight Gold Offshore”). DME Management GP, LLC, a Delaware limited liability company controlled by Mr. Einhorn (“DME Management GP”), is the general partner of Greenlight Capital (Gold), L.P., a Delaware limited partnership (“Greenlight Gold”).
The Reporting Persons are filing this Amendment in connection with the transactions reported herein, which represent a reallocation of shares of Common Stock among Greenlight Fund, Greenlight Qualified, Greenlight Offshore, Greenlight Gold Offshore and Greenlight Gold. There is no change in the number of shares beneficially owned in the aggregate by the Reporting Persons.
This Amendment is being filed to supplement and amend Items 2, 3, 4 and 5 as follows:
Item 2. Identity and Background
Item 2 is hereby supplemented as follows with respect to DME CM, which has not previously been a Reporting Person under this Schedule 13D:
(a) The name of the Reporting Person is DME Capital Management, L.P.
(b) The business address of the Reporting Person is 140 East 45 Street, Floor 24, New York, NY 10017.
(c) The Reporting Person provides investment management services to private investment vehicles.
(d) The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was not and is not 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) The Reporting Person is a Delaware limited partnership.
Item 3. Source and Amount of Funds or Other Consideration
See Item 5(c).
Item 4. Purpose of Transaction
See Item 5(c).
Item 5. Interest in Securities of the Issuer
The information in Item 5(a) of the Schedule 13D is hereby amended as follows:
(a) As of February 1, 2011:
Greenlight LLC beneficially owns 4,452,856 shares of Common Stock of the Issuer, 1,061,026 of which are held by Greenlight Fund and 3,391,830 of which are held by Greenlight Qualified. Such shares of Common Stock beneficially owned by Greenlight LLC, and held by Greenlight Fund and Greenlight Qualified, represent 26.9%, 6.4% and 20.5% of the Issuer’s outstanding shares of Common Stock, respectively.
Greenlight Inc. beneficially owns 9,006,311 shares of Common Stock of the Issuer, 1,061,026 of which are held by Greenlight Fund, 3,391,830 of which are held by Greenlight Qualified, and 4,553,455 of which are held by Greenlight Offshore. Such shares of Common Stock beneficially owned by Greenlight Inc., and held by Greenlight Fund, Greenlight Qualified and Greenlight Offshore, represent 26.9%, 6.4%, 20.5% and 27.5%of the Issuer’s outstanding shares of Common Stock, respectively
Advisors GP beneficially owns 1,727,158 shares of Common Stock of the Issuer, 750,000 of which are also beneficially owned by Advisors and 977,158 of which are also beneficially owned by DME CM. The 977,158 shares of Common Stock beneficially owned by Advisors are held by the Managed Account and represent 4.5% of the Issuer’s outstanding shares of Common Stock. The 750,000 shares of Common Stock beneficially owned by DME CM are held by Greenlight Gold Offshore and represent 1.7% of the Issuer’s outstanding shares of Common Stock.
DME Management GP beneficially owns 703,176 shares of Common Stock of the Issuer, all of which are held by Greenlight Gold. Such shares of Common Stock represent 4.2% of the Issuer’s outstanding shares of Common Stock.
Mr. Einhorn beneficially owns 10,733,469 shares of Common Stock of the Issuer, which represents 64.7% of the Issuer’s outstanding shares of Common Stock. Such shares of Common Stock include the shares reported above, which are beneficially owned by Greenlight LLC, Greenlight Inc., Advisors GP, Advisors, DME CM and DME Management GP, and held by Greenlight Fund, Greenlight Qualified, Greenlight Offshore, the Managed Account, Greenlight Gold Offshore and Greenlight Gold.
Each of the percentages listed above were determined by dividing the relevant number of shares of Common Stock beneficially owned or held, as applicable, by each of the Reporting Persons, by 16,578,312, the number of shares of Common Stock outstanding as of November 1, 2010, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on November 4, 2010.
Pursuant to Rule 13d-4, each of the Reporting Persons disclaims such beneficial ownership except to the extent of their respective pecuniary interests therein.
Items 5(b) and (c) are amended and restated in their entirety as follows:
(b) Greenlight LLC has the power to vote and dispose of 4,452,856 shares of Common Stock beneficially owned by it. Greenlight Inc. has the power to vote and dispose of 9,006,311 shares of Common Stock beneficially owned by it. Greenlight Fund has the power to vote and dispose of 1,061,026 shares of Common Stock held by it. Greenlight Qualified has the power to vote and dispose of 3,391,830 shares of Common Stock held by it. Greenlight Offshore has the power to vote and dispose of 4,553,455 shares of Common Stock held by it. Advisors GP has the power to vote and dispose of 1,727,158 shares of Common Stock beneficially owned by it. DME CM has the power to vote and dispose of 977,158 sh ares of Common Stock beneficially owned by it. Mr. Einhorn may direct the vote and disposition of 10,733,469 shares of Common Stock beneficially owned by Greenlight LLC, Greenlight Inc., Advisors GP and DME Management GP.
(c) The transactions in the Issuer’s securities in the last sixty days by the Reporting Persons (directly or through accounts over which the Reporting Persons may exercise voting and/or investment discretion) are listed as Annex A attached hereto and made a part hereof.
SIGNATURE
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: February 3, 2011
Greenlight Capital, L.L.C.
By: /s/DANIEL ROITMAN
Daniel Roitman
Chief Operating Officer
Greenlight Capital, Inc.
By: /s/DANIEL ROITMAN
Daniel Roitman
Chief Operating Officer
Greenlight Capital, L.P.
By: Greenlight Capital, L.L.C.,
its General Partner
By: /s/DANIEL ROITMAN
Daniel Roitman
Chief Operating Officer
Greenlight Capital Qualified, L.P.
By: Greenlight Capital, L.L.C.,
its General Partner
By: /s/DANIEL ROITMAN
Daniel Roitman
Chief Operating Officer
Greenlight Capital Offshore Partners
By: Greenlight Capital, Inc.,
its Investment Manager
By: /s/DANIEL ROITMAN
Daniel Roitman
Chief Operating Officer
DME Advisors GP, L.L.C.
By: /s/DANIEL ROITMAN
Daniel Roitman
Chief Operating Officer
DME Capital Management, L.P.
By: /s/DANIEL ROITMAN
Daniel Roitman
Chief Operating Officer
/s/DANIEL ROITMAN**
Daniel Roitman, on behalf of David Einhorn
* A Joint Filing Agreement, executed by and among the Reporting Persons, is filed herewith.
** The Power of Attorney, executed by David Einhorn authorizing Harry Brandler and Daniel Roitman to sign and file this Schedule 13G on David Einhorn’s behalf, which was filed with a Schedule 13G filed with the Securities and Exchange Commission on July 18, 2005 by the Reporting Persons with respect to the Ordinary Shares of Flamel Technologies S.A., is hereby incorporated by reference.
ANNEX A
Each of the transactions reported herein represent a reallocation of shares of Common Stock among the funds below.
Number of Shares of Common Stock Transferred
(in each case as of February 1, 2011, at $15.54 per share)
| Entity | Shares Transferred | Shares Acquired |
| | | |
| Greenlight Fund | 48,465 | -- |
| Greenlight Qualified | 140,211 | -- |
| Greenlight Offshore | 63,998 | -- |
| Greenlight Gold | -- | 188,676 |
| Greenlight Gold Offshore | -- | 63,998 |
| | | |
| TOTAL: | 252,674 | |
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G and/or 13D (including any and all amendments thereto) with respect to Shares of Common Stock, par value $0.001 per share, of Einstein Noah Restaurant Group, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and/or 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 3, 2011.
Greenlight Capital, L.L.C.
By: /s/DANIEL ROITMAN
Daniel Roitman
Chief Operating Officer
Greenlight Capital, Inc.
By: /s/DANIEL ROITMAN
Daniel Roitman
Chief Operating Officer
Greenlight Capital, L.P.
By: Greenlight Capital, L.L.C.,
its General Partner
By: /s/DANIEL ROITMAN
Daniel Roitman
Chief Operating Officer
Greenlight Capital Qualified, L.P.
By: Greenlight Capital, L.L.C.,
its General Partner
By: /s/DANIEL ROITMAN
Daniel Roitman
Chief Operating Officer
Greenlight Capital Offshore Partners
By: Greenlight Capital, Inc.,
its Investment Manager
By: /s/DANIEL ROITMAN
Daniel Roitman
Chief Operating Officer
DME Advisors GP, L.L.C.
By: /s/DANIEL ROITMAN
Daniel Roitman
Chief Operating Officer
DME Capital Management, L.P.
By: /s/DANIEL ROITMAN
Daniel Roitman
Chief Operating Officer
/s/DANIEL ROITMAN**
Daniel Roitman, on behalf of David Einhorn
