-----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, Kum8bznIqXp4kpogRE6flsdizB/rHelUX8uDxm5YMmND+8XFm0MZcg8iBaEURNTc 3CwU0xykhmDZSq1FW2O7dA== 0000950116-02-002702.txt : 20021125 0000950116-02-002702.hdr.sgml : 20021125 20021125115531 ACCESSION NUMBER: 0000950116-02-002702 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021125 GROUP MEMBERS: BET ASSOCIATES, L.P. ("BET") GROUP MEMBERS: BRUCE E. TOLL GROUP MEMBERS: THE BRUCE E. AND ROBBI S. TOLL FOUNDATION GROUP MEMBERS: THE BRUCE E. TOLL FAMILY TRUST 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: 02838904 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 scthirteend-a.txt SC 13D/A - --------------------------------- -------------------- ------------------------- CUSIP No. 648904200 13D Page 1 of 8 Pages - --------------------------------- -------------------- ------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Amendment No. 5 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) January 18, 2002 ----------------------------------------------------- (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 8 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 (i) Warrants to purchase 500,000 BENEFICIALLY shares of Common Stock OWNED BY (ii) Warrants to purchase 3,263,178 EACH shares of Common Stock REPORTING (iii) 450,066 shares of Common Stock PERSON (iv) Warrants to purchase 479,340 WITH shares of Common Stock (v) Warrants to purchase 1,951,735 shares of Common Stock (vi) Warrants to purchase 92,672 shares of Common Stock ---------------------------------------------- 8. SHARED VOTING POWER -0- Shares ---------------------------------------------- 9. SOLE DISPOSITIVE POWER (i) Warrants to purchase 500,000 shares of Common Stock (ii) Warrants to purchase 3,263,178 shares of Common Stock (iii) 450,066 shares of Common Stock (iv) Warrants to purchase 479,340 shares of Common Stock (v) Warrants to purchase 1,951,735 shares of Common Stock (vi) Warrants to purchase 92,672 shares of Common Stock ---------------------------------------------- 10. SHARED DISPOSITIVE POWER -0- Shares - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,736,991 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.33%(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 8 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 (i) 419,250 shares of Common Stock BENEFICIALLY (ii) Warrants to purchase 500,000 OWNED BY shares of Common Stock EACH (iii) Warrants to purchase 3,263,178 REPORTING shares of Common Stock PERSON (iv) Warrants to purchase 24,500 WITH shares of Common Stock (v) Warrants to purchase 73,500 shares of Common Stock (vi) 450,066 shares of Common Stock (vii) Warrants to purchase 479,340 shares of Common Stock (viii) Warrants to purchase 1,951,735 shares of Common stock (ix) Warrants to purchase 92,672 shares of Common Stock ---------------------------------------------- 8. SHARED VOTING POWER -0- Shares ---------------------------------------------- 9. SOLE DISPOSITIVE POWER (i) 419,250 shares of Common Stock (ii) Warrants to purchase 500,000 shares of Common Stock (iii) Warrants to purchase 3,263,178 shares of Common Stock (iv) Warrants to purchase 24,500 shares of Common Stock (v) Warrants to purchase 73,500 shares of Common Stock (vi) 450,066 shares of Common Stock (vii) Warrants to purchase 479,340 shares of Common Stock (viii) Warrants to purchase 1,951,735 shares of Common Stock (ix) Warrants to purchase 92,672 shares of Common Stock ---------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 Shares - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,254,241 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.32%(2) - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- - -------------------- (2) Includes shares 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 8 Pages - --------------------------------- -------------------- ------------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY): THE BRUCE E. TOLL FAMILY TRUST ###-##-#### - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS: 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: Pennsylvania - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES (i) Warrants to purchase 24,500 BENEFICIALLY shares of Common Stock OWNED BY ---------------------------------------------- EACH 8. SHARED VOTING POWER REPORTING -0- Shares PERSON ---------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER (i) Warrants to purchase 24,500 shares of Common Stock ---------------------------------------------- 10. SHARED DISPOSITIVE POWER -0- Shares - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,500 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.13%(3) - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- - -------------------- (3) Includes shares of common stock issuable to The Bruce E. Toll Family Trust 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 5 of 8 Pages - --------------------------------- -------------------- ------------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY): THE BRUCE E. AND ROBBI S. TOLL FOUNDATION 23-2667935 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS: 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: Pennsylvania - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES (i) Warrants to purchase 73,500 BENEFICIALLY shares of Common Stock OWNED BY ---------------------------------------------- EACH 8. SHARED VOTING POWER REPORTING -0- Shares PERSON ---------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER (i) Warrants to purchase 73,500 shares of Common Stock ---------------------------------------------- 10. SHARED DISPOSITIVE POWER -0- Shares - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 73,500 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.40%(4) - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- - -------------------- (4) Includes shares of common stock issuable to The Bruce E. and Robbi S. Toll Foundation 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 6 of 8 Pages - --------------------------------- -------------------- ------------------------- ITEM 1. SECURITY AND ISSUER. This Amendment No. 5 (the "Amendment") amends Schedule 13D-A Amendment No. 4 which was filed on April 11, 2002, 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) This statement is being filed by (i) BET Associates, L.P., a Delaware limited partnership ("BET"), with respect to the shares beneficially owned by it; and (ii) Bruce E. Toll with respect to shares beneficially owned by Mr. Toll and BET. Mr. Toll is the sole member of BRU LLC, a Delaware limited liability company, which is the sole general partner of BET. Mr. Toll and BET are sometimes referred to herein as the "Filing Persons." Any disclosure herein with respect to persons other than the Filing Persons are made on information and belief after making inquiry to the appropriate party. (b) The business address of the Filing Persons is: 3103 Philmont Avenue, Huntingdon Valley, Pennsylvania 19006. (c) The principal business of BET is to invest in businesses. 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. The following warrants were issued to BET pursuant to that certain Exchange Agreement, dated January 18, 2001, as amended (the "Exchange Agreement"), due to New World's failure to timely redeem shares of its Series F Preferred Stock owned by BET: (i) Warrant to purchase 465,586 Shares of Common Stock issued on January 18, 2002 (the "January 2002 Warrant") and (ii) Warrant to purchase 479,340 shares of Common Stock issued on June 30, 2002. BET exercised the January 2002 Warrant in full on August 7, 2002 pursuant to its cashless exercise provision for 450,066 shares of Common Stock. The following warrants were issued to BET pursuant to the anti-dilution provision of the warrant issued to BET on January 18, 2001 pursuant to the Exchange Agreement, due to New World's issuance of warrants to other investors: (i) Warrant to purchase 1,951,735 shares of Common Stock issued on June 30, 2002, and (ii) Warrant to purchase 92,672 shares of Common Stock issued on October 15, 2002. ITEM 4. PURPOSE OF TRANSACTION. The Filing Persons acquired New World's securities for investment purposes. The Filing Persons are currently evaluating their position and possible alternative future courses of action, including the possibility of seeking to acquire control of New World, although they have not formulated any specific plan or proposal. Depending upon the course of action that the Filing Persons pursue, the Filing Persons may increase their investment in New World through the acquisition of additional shares of Common Stock or other securities of New World in the open market or otherwise, subject to availability at prices deemed favorable by the Filing Persons, or may sell or otherwise dispose of any or all of the shares of Common Stock or other securities of New World beneficially owned by them. Although the foregoing represents the range of activities presently contemplated by the Filing Persons with respect to New World and the Common Stock and such other securities, it should be noted that the possible activities of the Filing Persons are subject to change at any time, and there is no assurance that the Filing Persons will seek to influence or obtain control of New World. Except as set forth above, the Filing Persons have no present plans or intentions that would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. - --------------------------------- -------------------- ------------------------- CUSIP No. 648904200 13D Page 7 of 8 Pages - --------------------------------- -------------------- ------------------------- ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Bruce E. Toll as an individual beneficially owns 419,250 shares of Common Stock of New World. BET beneficially owns an aggregate of 6,736,991 shares (6,286,925 shares of which BET may acquire upon exercise of its warrants) of Common Stock of New World, which constitutes approximately 27.33% of the 18,359,215 shares of Common Stock outstanding as of September 30, 2002, giving effect to the issuance of the shares which BET has the right to acquire upon exercise of its warrants. The Bruce E. Toll Family Trust (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 0.13% of the 18,359,215 shares of Common Stock outstanding as of September 30, 2002, giving effect to the issuance of the shares which the Family Trust has the right to acquire upon exercise of its warrants. The Bruce E. Toll and Robbi S. Toll Foundation (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 0.40% of the 18,359,215 shares of Common Stock outstanding as of September 30, 2002, 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 sole member of the general partner of BET and the Trustee of each of the Family Trust and the Foundation, Mr. Toll beneficially owns an aggregate of 7,254,241 shares (representing 419,250 shares of Common Stock, 6,286,925 shares of which BET may acquire upon exercise of its warrants and 450,066 shares of Common Stock owned by BET, 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 29.32% of the 18,359,215 shares of Common Stock outstanding as of September 30, 2002, giving effect to the issuance of the shares which BET, the Family Trust and the Foundation have the right to acquire upon exercise of their warrants. (b) In his individual capacity, as the sole member of the general partner of BET 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 BET, the Family Trust and the Foundation have the right to acquire upon exercise of its warrants) beneficially owned by BET, 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 and the other Amendments to this Schedule 13D, the Filing Persons do 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 8 of 8 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: November __, 2002 /s/ Bruce E. Toll - --------------------- Bruce E. Toll BET ASSOCIATES, L.P. By: BRU LLC, its general partner By: /s/ Bruce E. Toll ----------------- Name: Bruce E. Toll Its: Sole Member THE BRUCE E. FAMILY TRUST By: /s/ Bruce E. Toll ----------------- Name: Bruce E. Toll Its: Trustee THE BRUCE E. AND ROBBI S. TOLL FOUNDATION By: /s/ Bruce E. Toll ----------------- Name: Bruce E. Toll Its: Trustee -----END PRIVACY-ENHANCED MESSAGE-----