1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Rule 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
COOKER RESTAURANT CORPORATION
(Name of Subject Company)
COOKER RESTAURANT CORPORATION
(Name of Filing Person)
Options to Purchase Common Stock
(Title of Class of Securities)
216284-AA-7
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
Mark W. Mikosz
Vice President and Chief Financial Officer
Cooker Restaurant Corporation
5500 Village Boulevard
West Palm Beach, Florida 33407
(561) 615-6000
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of the filing person)
Copy to:
John W. Titus, Esq.
Boult, Cummings, Conners & Berry PLC
414 Union Street
Suite 1600
Nashville, Tennessee 37219
(615) 252-2341
CALCULATION OF FILING FEE
-------------------------
Transaction Valuation* Amount of Filing Fee
---------------------- --------------------
$857,608.70 $ 171.52
* Calculated solely for purposes of determining the filing fee. This
amount assumes that 659,699 shares of restricted stock of the
Company will be issued in exchange for currently outstanding
options pursuant to this offer. The aggregate value of the shares
of restricted stock was based on the closing price of the
Company's common stock on April 9, 2001. The amount of the filing
fee, calculated in accordance with Rule 0-11 of the Securities
Exchange Act of 1934, as amended, equals 1/50 of one percent of
the value of the transaction.
[ ] 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: Not applicable
Form or Registration No: Not applicable
Filing Party: Not applicable
Date Filed: Not applicable
[ ] Check the box if the filing relates solely to preliminary communications
made before commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which this
statement relates:
[ ] Third party tender offer subject to Rule 14d-1
[X] Issuer tender offer subject to Rule 13e-4
[ ] 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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Item 1. Summary Term Sheet.
The information set forth under "Summary Term Sheet" in the Offer to
Exchange, dated April 12, 2001 (the "Offer of Exchange") attached hereto as
Exhibit (a)(1), is incorporated herein by reference.
Item 2. Subject Company Information.
(a) The name of the issuer is Cooker Restaurant Corporation, an
Ohio corporation (the "Company") and the address of its principal executive
offices is 5500 Village Boulevard, West Palm Beach, Florida 33407. The Company's
telephone number is (561) 615-6000. The information in the Offer to Exchange
under The Offer-Section 8 ("Information Concerning Cooker") is incorporated
herein by reference.
(b) This Tender Offer Statement on Schedule TO relates to an offer
by the Company to exchange all options granted prior to November 1, 2000 under
the Company's stock option plans or otherwise to purchase shares of the
Company's common stock, no par value, (the "Common Stock") for shares of Common
Stock that are subject to certain restrictions set forth under the Company's
2001 Restricted Stock Plan (the "Restricted Stock"), upon the terms and subject
to the conditions described in the Offer to Exchange and the related Transmittal
Letter Re: 2001 Restricted Stock Plan (the "Transmittal Letter", and together
with the Offer to Exchange, as they may be amended from time to time, the
"Offer"), attached hereto as Exhibit (a)(1). The number of shares of Restricted
Stock will be less than the number of shares of Common Stock subject to the
options that are accepted for exchange and canceled. The information in the
Offer to Exchange under "Summary Term Sheet," "Introduction," "The Offer" -
Section 1 ("Number of Options; Expiration Date"), Section 5 ("Acceptance of
Options for Exchange and Issuance of Restricted Stock," and Section 7 ("Source
and Amount of Consideration; Terms of Restricted Stock") is incorporated herein
by reference.
(c) The information set forth in the Offer to Exchange under
Section 6 ("Price Range of Common Stock") is incorporated herein by reference.
Item 3. Identity and Background of Filing Person.
(a) The information set forth under Item 2(a) above is
incorporated herein by reference.
Item 4. Terms of the Transaction.
(a) The information set forth in the Offer to Exchange under
"Summary Term Sheet," "Introduction," "The Offer" - Section 1 ("Number of
Options; Expiration Date"), Section 3 ("Procedures for Electing to Exchange
Options"), Section 4 ("Withdrawal Rights") and Section 5 ("Acceptance of Options
for Exchange and Issuance of Restricted Stock"), Schedule A ("Conditions of the
Offer"), "The Offer" - Section 7 ("Source and Amount of Consideration; Terms of
Restricted Stock"), Section 10 ("Status of Options Acquired by Us in the Offer;
Accounting Consequences of the Offer"), Section 11 ("Legal Matters; Regulatory
Approvals"), Section 12 ("Material Federal Income Tax Consequences"), Section 13
("Extension of Offer; Termination; Amendment") and Section 15 ("Additional
Information") is incorporated herein by reference.
(b) The information set forth in the Offer to Exchange under
"Summary Term Sheet," "The Offer" - Section 9 ("Interests of Directors and
Officers; Arrangements Concerning the Options") and Schedule B ("Information
Concerning the Directors and Executive Officers of Cooker") is incorporated
herein by reference.
Item 5. Past Contacts, Transactions, Negotiations and Amendments.
(e) The information set forth in the Offer to Exchange under
Section 9 ("Interests of Directors and Officers; Transactions and Arrangements
Concerning the Options") and Schedule B ("Information Concerning the Directors
and Executive Officers of Cooker") is incorporated herein by reference.
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Item 6. Purposes of the Transaction and Plans or Proposals.
(a) The information set forth in the Offer to Exchange under "The
Offer" - Section 2 ("Purpose of the Offer") is incorporated by reference.
(b) The information set forth in the Offer to Exchange under "The
Offer" - Section 5 ("Acceptance of Options for Exchange and Issuance of
Restricted Stock") and Section 10 ("Status of Options Acquired by Us in the
Offer; Accounting Consequences of the Offer") is incorporated herein by
reference.
(c) The information set forth in the Offer to Exchange under "The
Offer" - Section 2 ("Purpose of the Offer") is incorporated herein by reference.
Item 7. Source and Amount of Funds or Other Consideration.
(a) The information set forth in the Offer to Exchange under "The
Offer" - Section 7 ("Source and Amount of Consideration; Terms of Restricted
Stock") and Section 14 ("Fees and Expenses") is incorporated herein by
reference.
(b) The information set forth in the Offer to Exchange under
Schedule A ("Conditions of the Offer") is incorporated herein by reference.
(d) Not applicable.
Item 8. Interest in Securities of the Subject Company.
(a) The information set forth in the Offer to Exchange under "The
Offer" - Section 9 ("Interests of Directors and Officers; Transactions and
Arrangements Concerning the Options") and Schedule B ("Information Concerning
the Directors and Executive Officers of Cooker") is incorporated herein by
reference.
(b) Not applicable.
Item 9. Person/Assets, Retained, Employed, Compensated or Used.
(a) Not applicable.
Item 10. Financial Statements.
(a) The information set forth in the Offer to Exchange under "The
Offer" - Section 8 ("Information Concerning Cooker") and Section 15 ("Additional
Information"), and on pages F-1 through F-22 of the Company's Annual Report on
Form 10-K for its fiscal year ended December 31, 2000 and in Schedule B
("Information Concerning the Directors and Executive Officers of Cooker") is
incorporated herein by reference.
(b) Not applicable.
Item 11. Additional Information.
(a) The information set forth in the Offer to Exchange under "The
Offer" - Section 9 ("Interests of Directors and Officers, Transactions and
Arrangements Concerning the Options") and Section 11 ("Legal Matters; Regulatory
Approvals") is incorporated herein by reference.
(b) Not applicable
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Item 12. Exhibits
(a) (1) Offer to Exchange, dated April 12, 2001
(a) (2) Form of Transmittal Letter
(a) (3) Letter to Cooker Key Employees with attached Section 83(b)
memorandum
(a) (4) Cooker Restaurant Corporation Annual Report on Form 10-K
for its fiscal year ended December 31, 2000 filed with the Securities and
Exchange Commission on April 2, 2001 and incorporated herein by reference.
(b) Not applicable
(d) (1) Cooker Restaurant Corporation 2001 Restricted Stock Plan filed
as Exhibit 4.7 to the Company's Registration Statement on Form S-8 (File No.
333-58260) and incorporated herein by reference.
(d) (2) Form of Restricted Stock Agreement pursuant to the Cooker
Restaurant Corporation 2001 Restricted Stock Plan.
(g) Not applicable
(h) Not applicable
Item 13. Information Required by Schedule 13E-3.
(a) Not applicable
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule TO is true, complete and
correct.
Cooker Restaurant Corporation
April 12, 2001 By: /s/ Mark W. Mikosz
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Title: Vice President & Chief
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Financial Officer
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Index to Exhibits
Exhibit Number Description
(a) (1) Offer to Exchange, dated April 12, 2001
(a) (2) Form of Transmittal Letter
(a) (3) Letter to Cooker Key Employees with attached Section 83(b)
memorandum
(a) (4) Cooker Restaurant Corporation Annual Report on Form 10-K for
its fiscal year ended December 31, 2000 filed with the Securities and Exchange
Commission on April 2, 2001 and incorporated herein by reference.
(d) (1) Cooker Restaurant Corporation 2001 Restricted Stock Plan filed
as Exhibit 4.7 to the Company's Registration Statement on Form S-8 (File No.
333-58260) and incorporated herein by reference.
(d) (2) Form of Restricted Stock Agreement pursuant to the Cooker
Restaurant Corporation 2001 Restricted Stock Plan.