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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Amendment No. 2)
(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. [X]
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Introductory Statement
This Amendment No. 2 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, as
amended by Amendment No. 1 thereto filed with the Commission on April 27, 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").
The Offer terminated by its terms on May 14, 2001 and the Company has exchanged
482,836 shares of Restricted Stock for options tendered to the Company to
purchase 659,856 shares of the Company's Common Stock. The Company accepted for
exchange all options properly tendered and not withdrawn.
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: May 25, 2001 Cooker Restaurant Corporation
By: /s/ Mark W. Mikosz
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Mark W. Mikosz
Vice President & Chief
Financial Officer
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