U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
(RULE 14d-100)
(Amendment Number 4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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JERRY'S FAMOUS DELI, INC.
(Name of subject company issuer)
JERRY'S FAMOUS DELI, INC.
(Name of filing persons, offeror)
Common Stock, No par value
(Title and Class of Securities)
Issac Starkman, Chairman
Jerry's Famous Deli, Inc.
12711 Ventura Boulevard
Studio City, California 91604
(818) 766-8311
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing persons)
Copy to:
Catherine DeBono Holmes, Esq.
Jeffer, Mangels, Butler & Marmaro, LLP
10th Floor
2121 Avenue of the Stars
Los Angeles, California 90067
(310) 203-8080
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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$3,975,000 $795
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*Calculated assuming the purchase of 750,000 shares of the Company's Common
Stock at an offer price of $5.30 per share. The Filing Party previously paid
$636 of this fee.
[ ] 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 date of its filing.
Amount Previously Paid: $636
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Filing Party:
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Form or Registration No.:
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Date Filed:
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[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[X] 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: [ ]
SCHEDULE TO
This Amendment Number 4 supplements the Tender Offer Statement on
Schedule TO and the Transaction Statement on Schedule 13E-3 filed with the
Securities and Exchange Commission on April 27, 2001, including Amendment No. 1
thereto filed with the SEC on May 25, 2001, Amendment No. 2 thereto filed with
the SEC on June 27, 2001 and Amendment No. 3 thereto filed with the SEC on
August 3, 2001(collectively, the "Schedule TO"), relating to the offer by
Jerry's Famous Deli, Inc. (the "Company"), a California corporation, to purchase
up to 750,000 shares of the common stock, no par value, of the Company, at a
price of $5.30 per share, net to the seller in cash, without interest, upon the
terms and subject to the conditions set forth in the Offer to Purchase (the
"Offer to Purchase") dated April 27, 2001, the Supplement to the Offer to
Purchase dated August 3, 2001 and the Supplement to the Offer to Purchase dated
August 17, 2001 (the "Supplement") and the related Letter of Transmittal (the
"Letter of Transmittal") which, together with the Offer to Purchase, as each may
be amended or supplemented from time to time, constitute the "Offer"). This
Amendment Number 4 is being filed on behalf of the Company.
Capitalized terms used herein and not defined herein have the
respective meanings assigned such terms in the Offer to Purchase and the
Schedule TO.
Item 1.
The information set forth in the Supplement is incorporated herein by
reference
Item 4.
The information set forth in the Supplement is incorporated herein by
reference
Item 12.
(a)(1)(J) Supplement to Offer to Purchase, dated August 17, 2001
Item 13.
The information set forth in the Supplement is incorporated herein by
reference
Signature
After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certifies as of August 17, 2001 that the information set
forth in this statement is true, complete and correct.
JERRY'S FAMOUS DELI, INC.
By: /s/ Isaac Starkman
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Name: Isaac Starkman
Title: Chairman and Chief Executive Officer