SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT TO
SCHEDULE 13E-3 (COMBINED FILING WITH
SCHEDULE TO, NOVEMBER 13, 2000)
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
THE QUIZNO'S CORPORATION
(NAME OF THE ISSUER)
THE QUIZNO'S CORPORATION
FIRENZE CORP.
RICHARD E. SCHADEN
RICHARD F. SCHADEN
(NAME OF THE PERSONS FILING STATEMENT)
COMMON STOCK, $.001 PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
749058 10 3
(CUSIP NUMBER OF CLASS OF SECURITIES)
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PATRICK E. MEYERS, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
THE QUIZNO'S CORPORATION
1415 LARIMER STREET
DENVER, COLORADO 80202
(720) 359-3300
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF PERSONS FILING STATEMENT)
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COPIES TO:
DAVID C. ROOS, ESQ.
MOYE GILES O'KEEFE VERMIERE & GORRELL, LLP
1225 SEVENTEENTH STREET, SUITE 2900
DENVER, COLORADO 80202
(303) 292-2900
This statement is filed in connection with (check the appropriate box):
[X] (a) The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
[ ] (b) The filing of a registration statement under the Securities Act of 1933.
[ ] (c) A tender offer.
[ ] (d) None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. [X]
Check the following box if the filing is a final amendment reporting the results
of the transaction. [ ]
CALCULATION OF FILING FEE:
TRANSACTION VALUATION* $20,137,035
AMOUNT OF FILING FEE** $4,027.41
*For purposes of calculating the fee only. The amount assumes the conversion of
2,337,439 shares of Common Stock of The Quizno's Corporation, in the proposed
merger, at $8.50 per share, and options to purchase 155,378 shares of Common
Stock with an average net equity value of $ 1.73 per share.
**The amount of the filing fee calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934 equals 1/50th of 1% of the value of the shares
to be converted in the merger.
[X] Check 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: $4,027.41 Filing Party: The Quizno's Corporation
Form or Registration No.: Schedule 14A,
preliminary proxy statement Date Filed: July 5, 2001
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INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule
13E-3" or the "Statement") relates to a First Amended and Restated Agreement
and Plan of Merger, dated as of July 2, 2001 (as amended from time to time,
the "Merger Agreement"), among The Quizno's Corporation, a Colorado corporation
("Quizno's" or the "Company"), and Firenze Corp., a Colorado corporation
("Firenze"), pursuant to which Firenze will merge with and into Quizno's (the
"Merger"). A copy of the Merger Agreement is filed as Annex A to the Preliminary
Proxy Statement on Schedule 14A (the "Proxy Statement") filed by Quizno's with
the Securities and Exchange Commission (the "Commission") on the date hereof.
This Schedule 13E-3 is being filed by The Quizno's Corporation, Firenze Corp.,
and Richard E. Schaden and Richard F. Schaden, the sole shareholders, directors
and officers of Firenze Corp., who are also shareholders, officers and directors
of Quizno's.
The following responses and cross-references are being supplied pursuant to
General Instructions F and G to Schedule 13E-3 and show the locations in the
Preliminary Proxy Statement (including all annexes and appendices thereto) of
the information required to be included in response to the items of this
Schedule 13E-3. The information set forth in the Preliminary Proxy Statement,
including all exhibits thereto, is hereby expressly incorporated herein by
reference and the responses to each item of this Schedule 13E-3 are qualified in
their entirety by reference to the information contained in the Preliminary
Proxy Statement and the exhibits thereto.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the sections entitled "Questions and Answers
About the Merger" and "Summary" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
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(a) The Quizno's Corporation is the issuer of the securities subject to
this Schedule 13E-3. The information set forth in the section entitled "Summary"
is incorporated herein by reference.
(b)-(d) The information set forth in the section entitled "Certain
Information Concerning the Company - Price Range of Shares, Dividends; and Stock
Repurchases " is incorporated herein by reference.
(e) Not applicable.
(f) The information set forth in the section entitled "Certain Information
Concerning the Company - Price Range of Shares, Dividends and Stock Repurchases"
is incorporated herein by reference. During the last two years, Richard E.
Schaden purchased 2,000 shares of common stock from a family member for $8.00
per share and exercised options granted by the Company to acquire 1,426 shares
of common stock at $5.37 per share, and Richard F. Schaden purchased 34,803
shares of the Company's Class E Convertible Preferred Stock, convertible into
common stock on a one-for-one basis, at $8.62 per share.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSONS.
(a) This Statement is being filed by Quizno's, Firenze, Richard E. Schaden
and Richard F. Schaden, the sole stockholders, directors and officers of
Firenze. The information set forth in the sections entitled "Certain Beneficial
Ownership of Shares" and "Summary" is incorporated herein by reference.
(b) The information set forth in the section entitled "Summary" is
incorporated herein by reference. Neither Quizno's nor Firenze, during the last
five years, has been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) or been a party to a judicial or
administrative proceeding that resulted in a judgment, decree or final order
finding any violation of federal or state securities laws or enjoining further
violations of, or prohibiting activities subject to, any such law. Both are
incorporated under Colorado law.
(c) The biographical information regarding Richard E. Schaden and Richard
F. Schaden set forth in Item 9 of Company's Annual Report on Form 10-KSB
included in the Proxy Statement as Annex D is incorporated herein by reference.
Neither Richard E. Schaden nor Richard F. Schaden has, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors) or been a party to a judicial or administrative proceeding
that resulted in a judgment, decree or final order finding any violation of
federal or state securities laws or enjoining further violations of, or
prohibiting activities subject to, any such law. Both are citizens of the U.S.A.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the cover page of the Proxy Statement and
in the section entitled "The Merger Agreement" is incorporated herein by
reference.
(c) The information set forth in the sections entitled "Certain Information
Concerning the Company - Interests of Certain Persons in the Merger" and "The
Merger - Stock Options, Warrants and Preferred Stock" is incorporated herein by
reference.
(d) The information set forth in the section entitled "Appraisal Rights "
and Annex C is incorporated herein by reference.
(e) None
(f) Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AMENDMENTS.
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(a)-(c) The information set forth in the section entitled "Special Factors
- - Background of the Merger" is incorporated herein by reference. Information
about the nature and approximate dollar amount of certain transactions between
Quizno's and Richard E. Schaden and Richard F. Schaden during the past two years
is set forth in Item 10 and Item 12 of Company's Annual Report on Form 10-KSB
included in the Proxy Statement as Annex D, and in "Certain Information
Concerning the Company - Recent Developments," all of which is incorporated
herein by reference.
(e) The information set forth in the sections entitled "Merger Financing,"
"Certain Information Concerning the Company - Recent Developments" and in
footnote (2) to the table under the heading "Certain Beneficial Ownership of
Shares" is incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(b)-(c) The information set forth in the section entitled "Special
Factors," is incorporated herein by reference.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a)-(d) The information set forth in the section entitled "Special Factors"
is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(b) The information set forth in the sections entitled "Special Factors
- - Reasons for the Merger and Fairness of the Merger" and "Special Factors -
Opinion of Tucker Anthony" is incorporated herein by reference.
(c) The information set forth in the section entitled "The Special Meeting
- - Required Votes" is incorporated herein by reference.
(d) The information set forth in the section entitled "Special Factors -
Background of the Merger" is incorporated herein by reference.
(e) The information set forth in the section entitled " Special Factors -
Recommendation of the Special Committee and the Board of Directors" is
incorporated herein by reference.
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
(a)-(c) The information set forth in the sections entitled "Special
Factors- Opinion of Tucker Anthony," "Special Factors - Our Management's
Forecast" and "Statutory Opinion" is incorporated herein by reference.
ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) and (d) The information set forth in the section entitled "Merger
Financing" is incorporated herein by reference.
(b) Not applicable.
(c) The information set forth in the section entitled "The Merger Agreement
- - Fees and Expenses" is incorporated herein by reference.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
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(a) The information set forth in the section entitled "Certain Beneficial
Ownership of Shares" is incorporated herein by reference.
(b) The information set forth in the section entitled "Certain Information
Concerning the Company - Interests of Certain Persons in the Merger" is
incorporated herein by reference.
ITEM 12. THE SOLICITATION OR RECOMMENDATION
(d) and (e) The information set forth in the sections entitled "Special
Factors - Recommendations of the Special Committee and the Board of Directors,"
"Special Factors - Reasons For the Merger and Fairness of the Merger" and
"Certain Information Concerning the Company - Interests of Certain Persons in
the Merger" is incorporated herein by reference.
ITEM 13. FINANCIAL STATEMENTS.
(a)(1) The financial statements set forth in Annex D to the Preliminary
Proxy Statement, Annual Report on Form 10-KSB for the Fiscal Year Ended
September 30, 2000, are incorporated herein by reference.
(2) The information set forth in Annex E to the Preliminary Proxy
Statement, Quarterly Report on Form 10-QSB for the Period Ended March 31, 2001,
is incorporated herein by reference.
(3)-(4) The information set forth in the section entitled "Certain
Information Concerning the Company - Summary Unaudited Pro Forma Condensed
Financial Information" is incorporated herein by reference.
(b) The information set forth in the section entitled "Certain Information
Concerning the Company - Summary Unaudited Pro Forma Condensed Financial
Information" is incorporated herein by reference.
ITEM 14. PERSONS/ASSETS EMPLOYED, RETAINED COMPENSATED OR USED.
(a) and (b) The information set forth in the section entitled "The Special
Meeting - Solicitation of Proxies" is incorporated herein by reference.
ITEM 15. ADDITIONAL INFORMATION.
Additional information is set forth in the Preliminary Proxy Statement
which is incorporated herein by reference in its entirety.
ITEM 16. EXHIBITS.
The Exhibit Index attached to this Transaction Statement is incorporated
herein by reference.
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SIGNATURES
AFTER DUE INQUIRY AND TO THE BEST OF ITS OR HIS KNOWLEDGE AND BELIEF, EACH
OF THE UNDERSIGNED CERTIFIES THAT THE INFORMATION SET FORTH IN THIS STATEMENT IS
TRUE, COMPLETE AND CORRECT.
Dated: July 5, 2001
THE QUIZNO'S CORPORATION FIRENZE CORP.
By: /s/ Patrick E. Meyers By: /s/ Richard E. Schaden
_______________________ _______________________
Patrick E. Meyers Richard E. Schaden
Vice President and General Counsel President
/s/ Patrick E. Meyers /s/ Richard E. Schaden
_______________________ _______________________
Patrick E. Meyers Richard E. Schaden
Individually Individually
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EXHIBIT INDEX
16(a) (Disclosure Material).....................................Preliminary Proxy Statement filed with the
Commission on date hereof and incorporated herein
by reference.
16(b) (Loan Agreement)..........................................Not applicable.
16(c) (Report, Opinion or Appraisal)............................(1) Fairness Opinion of Tucker Anthony Capital
Markets (incorporated herein by reference to Annex
B to the Preliminary Proxy Statement filed as
Exhibit 16(a) hereto).
(2) Statutory Opinion of Tucker Anthony Capital
Markets (incorporated herein by reference to Annex
B to the Preliminary Proxy Statement filed as
Exhibit 16(a) hereto)
16(d) (Contracts, Arrangements
or Understandings)..............................................(1) First Amended and Restated Agreement and Plan of
Merger, dated as of July 2, 2001, between Quizno's
and Firenze Corp. (incorporated herein by reference
to Annex A to the Preliminary Proxy Statement filed
as Exhibit 16(a) hereto)
(2) Securities Purchase Agreement among the
Company, its subsidiaries and Levine Leichtman
Capital Partners II, L.P. (incorporated herein by
reference to Exhibit (b)(1) to the Company's
Schedule TO filed with the Commission on November
13, 2000)
(3) Voting Trust Agreement, between Richard E.
Schaden and Richard F. Schaden (incorporated herein
by reference to Exhibit A to Schedule 13D filed by
such parties with the Commission on July 25, 1994)
(4) Irrevocable Proxy to Vote Shares of Common
Stock (incorporated by reference to Exhibit C to
Amendment No. 3 to above referenced Schedule 13D
filed with the Commission on July 9, 1999)
(5) Irrevocable Proxy to Vote Shares of Common
Stock (incorporated by reference to Exhibit B to
Amendment No. 7 to above referenced Schedule 13D
filed with the Commission on May 29, 2001)
(6) Agreement of Waiver and Modification of Voting
Trust Agreement and Stock Purchase Agreement
between Richard E. Schaden and Richard F. Schaden
(incorporated by reference to Exhibit A to
Amendment No. 5 to above
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referenced Schedule 13D filed with the Commission
on November 21, 2000) (7) Irrevocable Proxy to Vote
Shares of Common Stock (incorporated by reference
to Exhibit C to Amendment No. 5 to above referenced
Schedule 13D filed with the Commission on November
21, 2000)
(8) Guaranty Agreement between the Company and
Tucker Anthony Capital Markets, (incorporated by
reference to Exhibit(d)(2) to the Company's
Schedule TO filed with the Commission on November
13, 2000)
(9) Reimbursement Agreement between Richard E.
Schaden and the Company, (incorporated by reference
to Exhibit 10.35 to the Issuer's Form 10-KSB filed
with the Commission on December 29, 2000)
16(f) (Statement re: Appraisal Rights)..........................Article 113 of the Colorado Business Corporation
Act (incorporated herein by reference to Annex C to
the Preliminary Proxy Statement filed as Exhibit
16(a) hereto)
16(g) (Oral Solicitation Material)..............................Not applicable.
16(h) (Tax Opinion).............................................Not applicable.
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