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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Amendment No. 1)
(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
[ ] 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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Introductory Statement
This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule TO (the "Schedule TO") filed by Cooker Restaurant Corporation (the
"Company") with the Securities and Exchange Commission on April 12, 2001,
relating 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 dated April 12, 2001, as they
may be amended from time to time, the "Offer"), attached hereto as Exhibit
(a)(1).
ITEM 4. TERMS OF THE TRANSACTION.
Item 4(a) of Schedule TO is hereby amended and restated as follows:
(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") and in the letter attached hereto as Exhibit (a)(5) is
incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
Item 10(a) of Schedule TO is hereby amended and restated as follows:
(a) The information set forth in (i) the Offer to Exchange under "The
Offer" - Section 8 ("Information Concerning Cooker"), in Section 15 ("Additional
Information"), and in Schedule B ("Information Concerning the Directors and
Executive Officers of Cooker"), (ii) 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
the letter attached hereto as Exhibit (a)(5) is incorporated herein by
reference.
ITEM 12. EXHIBITS.
Item 12(a) of Schedule TO is hereby amended to add the following exhibit:
(a)(5) Form of letter to Cooker Key Employees dated April 27, 2001
supplementing the Offer to Exchange
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.
Date: April 27, 2001 Cooker Restaurant Corporation
By: /s/ Mark W. Mikosz
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Title: Vice President & Chief
--------------------------
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.
(a)(5) Form of letter to Cooker Key Employees dated April 27, 2001
supplementing the Offer to Exchange
(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.
* Previously filed.