-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QUcZ1V5OKKcET2xGlU48e+3ALKOYKpgSwlhNaiEPE3h/k/eDxdUC+CL/eLLUOrDs Co3xHTtFqw9FtLe2ngqwuw== 0000950116-02-000690.txt : 20020416 0000950116-02-000690.hdr.sgml : 20020416 ACCESSION NUMBER: 0000950116-02-000690 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020411 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEW WORLD RESTAURANT GROUP INC CENTRAL INDEX KEY: 0000949373 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 133690261 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50342 FILM NUMBER: 02607992 BUSINESS ADDRESS: STREET 1: 246 INDUSTRIAL WAY WEST STREET 2: C/O NEW WORLD HOLDINGS CITY: EATONTOWN STATE: NJ ZIP: 07724 BUSINESS PHONE: 7325440155 MAIL ADDRESS: STREET 1: 246 INDUSTRIAL WAY WEST STREET 2: C/O NEW WORLD HOLDINGS CITY: EATONTOWN STATE: NJ ZIP: 07724 FORMER COMPANY: FORMER CONFORMED NAME: NEW WORLD COFFEE INC DATE OF NAME CHANGE: 19950815 FORMER COMPANY: FORMER CONFORMED NAME: NEW WORLD COFFEE & BAGELS INC / DATE OF NAME CHANGE: 19981007 FORMER COMPANY: FORMER CONFORMED NAME: NEW WORLD COFFEE MANHATTAN BAGEL INC DATE OF NAME CHANGE: 19990413 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BET ASSOCIATES LP CENTRAL INDEX KEY: 0001063711 IRS NUMBER: 232957243 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3101 PHILMONT AVENUE CITY: HUNTINGTON VALLEY STATE: PA ZIP: 19006 BUSINESS PHONE: 2159635060 MAIL ADDRESS: STREET 1: 3101 PHILMONT AVENUE CITY: HUNTINGDON STATE: PA ZIP: 19006 SC 13D/A 1 sc13da.txt SC13DA - ------------------------------------------------------------------------------- CUSIP No. 648904200 13D Page 1 of 6 Pages - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Amendment No. 4 Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a) New World Restaurant Group, Inc. f/k/a New World Coffee - Manhattan Bagel, Inc. ------------------------------------------------------------------------------- (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 648904200 --------- (CUSIP Number) Lawrence D. Rovin, Esquire Klehr, Harrison, Harvey, Branzburg & Ellers LLP 260 South Broad Street Philadelphia, PA 19102 (215) 569-2898 -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 11, 2001 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-l(e), 13d-1(f) or 13d-1(g), check the following box: [ ] _______________________________________________________________________________ CUSIP No. 648904200 13D Page 2 of 6 Pages _______________________________________________________________________________ 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY): BET ASSOCIATES, L.P. ("BET") 23-2957243 ______________________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [x] ______________________________________________________________________________ 3. SEC USE ONLY ______________________________________________________________________________ 4. SOURCE OF FUNDS: BK, WC ______________________________________________________________________________ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): [ ] ______________________________________________________________________________ 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware _______________________________________________________________________________ | | NUMBER OF | 7. | SOLE VOTING POWER SHARES | | Warrants to purchase 500,000 shares of Common Stock BENEFICIALLY | | Warrants to purchase 3,361,178 shares of Common Stock OWNED BY |_____|________________________________________________________ EACH | | REPORTING | 8. | SHARED VOTING POWER PERSON WITH | | -0- Shares |_____|________________________________________________________ | | | 9. | SOLE DISPOSITIVE POWER | | Warrants to purchase 500,000 shares of Common Stock | | Warrants to purchase 3,361,178 shares of Common Stock |_____|________________________________________________________ | | | 10. | SHARED DISPOSITIVE POWER | | -0- Shares _______________|_____|_________________________________________________________ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,861,178 ______________________________________________________________________________ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] ______________________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.1%(1) ______________________________________________________________________________ 14. TYPE OF REPORTING PERSON PN _____________________________________________________________________________ - ---------------- (1) Includes shares of common stock issuable to BET upon exercise of its warrant, but does not include any other shares issuable upon exercise of warrants issued to other persons. _______________________________________________________________________________ CUSIP No. 648904200 13D Page 3 of 6 Pages _______________________________________________________________________________ 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY): BRUCE E. TOLL ______________________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [x] ______________________________________________________________________________ 3. SEC USE ONLY ______________________________________________________________________________ 4. SOURCE OF FUNDS: PF, AF ______________________________________________________________________________ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): [ ] ______________________________________________________________________________ 6. CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES OF AMERICA _______________________________________________________________________________ | | NUMBER OF | 7. | SOLE VOTING POWER SHARES | | 219,250 shares of Common Stock BENEFICIALLY | | Warrants to purchase 3,861,178 shares of Common Stock OWNED BY | | Warrants to purchase 24,500 shares of Common Stock EACH | | Warrants to purchase 73,500 shares of Common Stock REPORTING |_____|________________________________________________________ PERSON WITH | | | 8. | SHARED VOTING POWER | | -0- Shares |_____|________________________________________________________ | | | 9. | SOLE DISPOSITIVE POWER | | 219,250 shares of Common Stock | | Warrants to purchase 3,861,178 shares of Common Stock | | Warrants to purchase 24,500 shares of Common Stock | | Warrants to purchase 73,500 shares of Common Stock |_____|________________________________________________________ | | | 10. | SHARED DISPOSITIVE POWER | | -0- Shares _______________|_____|_________________________________________________________ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,178,428 ______________________________________________________________________________ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] ______________________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.0%(2) ______________________________________________________________________________ 14. TYPE OF REPORTING PERSON IN _____________________________________________________________________________ - ------------------ (2) Includes share of common stock issuable to BET Associates, L.P., The Bruce E. Toll Family Trust and The Bruce E. and Robbi S. Toll Foundation upon exercise of their warrants, but does not include any other shares issuable upon exercise of warrants issued to other persons. _______________________________________________________________________________ CUSIP No. 648904200 13D Page 4 of 6 Pages _______________________________________________________________________________ ITEM 1. SECURITY AND ISSUER. This Amendment No. 4 (the "Amendment") amends Schedule 13D-A which was filed on September 13, 2001, relating to the common stock (the "Common Stock") of New World Restaurant Group, Inc. f/k/a New World Coffee - Manhattan Bagel, Inc., a Delaware corporation ("New World"). The principal offices of New World are located at 246 Industrial Way West, Eatontown, New Jersey 07724. ITEM 2. IDENTITY AND BACKGROUND. (a) Bruce E. Toll with respect to shares which he may be deemed to beneficially own as Trustee of each of the Bruce E. Toll Family Trust and the Bruce E. Robbi S. Toll Foundation. (b) Mr. Toll's business address is: 3103 Philmont Avenue, Huntingdon Valley, Pennsylvania 19006. (c) Mr. Toll's principal occupation is as Vice-Chairman of Toll Brothers Inc., a publicly-traded company engaged primarily in the business of developing and constructing residential real estate. (d) During the last five years, the person referred to in paragraph (a) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors.) (e) During the last five years, the person referred to in paragraph (a) has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) Mr. Toll is a United States citizen. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS. Mr. Toll purchased the securities reported herein with $250,000 of funds of The Bruce E. Toll Family Trust (the "Family Trust") with regard to the securities owned by the Family Trust and with $750,000 of funds of The Bruce E. and Robbi S. Toll Foundation (the "Foundation") with regard to the securities owned by the Foundation. ITEM 4. PURPOSE OF TRANSACTION. Mr. Toll has acquired the Issuer's securities for investment purposes and intends to evaluate the performance of such securities as an investment in the ordinary course of business. Mr. Toll does not have any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D, although they reserve the right to do so at any time. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Bruce E. Toll as an individual beneficially owns 219,250 shares of Common Stock of New World. BET Associates, L.P. (the "Company") beneficially owns an aggregate of 3,861,178 shares (all 3,861,178 shares of which the Company may acquire upon exercise of its warrants) of Common Stock of New World, which constitutes approximately 22.2% of the 17,391,450 shares of Common Stock outstanding as of November 5, 2001, giving effect to the issuance of the shares which the Company has the right to acquire upon exercise of its Warrants. The Family Trust beneficially owns an aggregate of 24,500 shares (all 24,500 shares of which the Family Trust may acquire upon exercise of its warrants) of Common Stock of New World, which constitutes approximately 0.1% of the 17,391,450 shares of Common Stock outstanding as of November 5, 2001, giving effect to the issuance of the shares which the Family Trust has the right to acquire upon exercise of its warrants. _______________________________________________________________________________ CUSIP No. 648904200 13D Page 5 of 6 Pages _______________________________________________________________________________ The Foundation beneficially owns an aggregate of 73,500 shares (all 73,500 shares of which the Foundation may acquire upon exercise of its warrants) of Common Stock of New World, which constitutes approximately 0.4% of the 17,391,450 shares of Common Stock outstanding as of November 5, 2001, giving effect to the issuance of the shares which the Foundation has the right to acquire upon exercise of its warrants. In his individual capacity, as the general partner of the Company and the Trustee of each of the Family Trust and the Foundation, Mr. Toll beneficially owns an aggregate of 4,178,428 shares (representing 219,250 shares of Common Stock, 3,861,178 shares of which the Company may acquire upon exercise of its warrants, 24,500 shares of which the Family Trust may acquire upon exercise of its warrants and 73,500 shares of which the Foundation may acquire upon exercise of its warrants) of Common Stock of New World, which constitutes approximately 24% of the 17,391,450 shares of Common Stock outstanding as of November 5, 2001, giving effect to the issuance of the shares which the Company, the Family Trust and the Foundation have the right to acquire upon exercise of their warrants. (b) In his individual capacity, as the general partner of the Company and the Trustee of each of the Family Trust and the Foundation, Mr. Toll has the power to vote and dispose of all of the shares of Common Stock (including the shares of Common Stock which the Company, the Family Trust and the Foundation have the right to acquire upon exercise of its warrants) beneficially owned by the Company, the Family Trust and the Foundation. (c) Other than as described in Items 3 and 4 above, Mr. Toll has not engaged in any transactions in the Common Stock within the past 60 days. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Except as set forth in Item 4 of this Amendment, Mr. Toll does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of New World, including but not limited to transfer or voting of any of the securities of New World, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power over the securities of New World. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. None. _______________________________________________________________________________ CUSIP No. 648904200 13D Page 6 of 6 Pages _______________________________________________________________________________ SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: April 10, 2002 /s/ Bruce E. Toll - ------------------ Bruce E. Toll -----END PRIVACY-ENHANCED MESSAGE-----