-----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, QK4L2eDJW90eV8dDWQAFiXxOm0Osbcy9ockII9Nh6nTNHcPa5nGRuztYtOZ/ynJe XPXjvGOJVxxDXY9PXvS9UQ== 0000950134-03-008761.txt : 20030530 0000950134-03-008761.hdr.sgml : 20030530 20030530173050 ACCESSION NUMBER: 0000950134-03-008761 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030530 GROUP MEMBERS: DAVID EINHORN GROUP MEMBERS: GREENLIGHT CAPITAL LP GROUP MEMBERS: GREENLIGHT CAPITAL OFFSHORE LTD GROUP MEMBERS: GREENLIGHT CAPITAL QUALIFIED LP 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: 03726758 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 MANHATTAN BAGEL INC DATE OF NAME CHANGE: 19990413 FORMER COMPANY: FORMER CONFORMED NAME: NEW WORLD COFFEE & BAGELS INC / DATE OF NAME CHANGE: 19981007 FORMER COMPANY: FORMER CONFORMED NAME: NEW WORLD COFFEE INC DATE OF NAME CHANGE: 19950815 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREENLIGHT CAPITAL LLC CENTRAL INDEX KEY: 0001040272 IRS NUMBER: 133886851 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 420 LEXINGTON AVE SUITE 875 CITY: NEW YORK STATE: NY ZIP: 10170 BUSINESS PHONE: 2129731900 MAIL ADDRESS: STREET 1: 420 LEXINGTON AVENUE STREET 2: SUITE 875 CITY: NEW YORK STATE: NY ZIP: 10170 SC 13D/A 1 d06449a3sc13dza.txt AMENDMENT NO. 3 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (AMENDMENT NO. 3) Under the Securities Exchange Act of 1934 NEW WORLD RESTAURANT GROUP, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Shares of Common Stock, no par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 649271103 - -------------------------------------------------------------------------------- (CUSIP NUMBER) GREENLIGHT CAPITAL, L.L.C. 420 Lexington Avenue, Suite 1740 New York, New York 10170 Tel. No.: (212) 973-1900 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) - with copies to - Eliot D. Raffkind Akin, Gump, Strauss, Hauer & Feld, L.L.P. 1700 Pacific Avenue, Suite 4100 Dallas, Texas 75201-4618 (214) 969-2800 May 30, 2003 - -------------------------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box [ ] The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Act"), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. - ------------------- CUSIP No. 649271103 13D/A - ------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Greenlight Capital, L.L.C. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF, WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 16,274,023 (includes 16,274,023 shares issuable to affiliates of the reporting person upon exercise of Warrant Agreements with the Issuer) OWNED BY --------------------------------------- EACH 8 SHARED VOTING POWER REPORTING 0 PERSON WITH --------------------------------------- 9 SOLE DISPOSITIVE POWER 16,274,023 (includes 16,274,023 shares issuable to affiliates of the reporting person upon exercise of Warrant Agreements with the Issuer) --------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,274,023 (includes 16,274,023 shares issuable to affiliates of the reporting person upon exercise of Warrant Agreements with the Issuer) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT 2 - ------------------- CUSIP No. 649271103 13D/A - ------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) David Einhorn - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF, WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 16,274,023 (includes 16,274,023 shares issuable to affiliates of the reporting person upon exercise of Warrant Agreements with the Issuer) OWNED BY --------------------------------------- EACH 8 SHARED VOTING POWER REPORTING 0 PERSON WITH --------------------------------------- 9 SOLE DISPOSITIVE POWER 16,274,023 (includes 16,274,023 shares issuable to affiliates of the reporting person upon exercise of Warrant Agreements with the Issuer) --------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,274,023 (includes 16,274,023 shares issuable to affiliates of the reporting person upon exercise of Warrant Agreements with the Issuer) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT 3 - ------------------- CUSIP No. 649271103 13D/A - ------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Greenlight Capital, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 2,944,765 (includes 2,944,765 shares issuable to affiliates of the reporting person upon exercise of Warrant Agreements with the Issuer) OWNED BY --------------------------------------- EACH 8 SHARED VOTING POWER REPORTING 0 PERSON WITH --------------------------------------- 9 SOLE DISPOSITIVE POWER 2,944,765 (includes 2,944,765 shares issuable to affiliates of the reporting person upon exercise of Warrant Agreements with the Issuer) --------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,944,765 (includes 2,944,765 shares issuable to affiliates of the reporting person upon exercise of Warrant Agreements with the Issuer) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT 4 - ------------------- CUSIP No. 649271103 13D/A - ------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Greenlight Capital Qualified, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 6,958,421 (includes 6,958,421 shares issuable to affiliates of the reporting person upon exercise of Warrant Agreements with the Issuer) OWNED BY --------------------------------------- EACH 8 SHARED VOTING POWER REPORTING 0 PERSON WITH --------------------------------------- 9 SOLE DISPOSITIVE POWER 6,958,421 (includes 6,958,421 shares issuable to affiliates of the reporting person upon exercise of Warrant Agreements with the Issuer) --------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,958,421 (includes 6,958,421 shares issuable to affiliates of the reporting person upon exercise of Warrant Agreements with the Issuer) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT 5 - ------------------- CUSIP No. 649271103 13D/A - ------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Greenlight Capital Offshore, Ltd. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF, WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 6,370,837 (includes 6,370,837 shares issuable to affiliates of the reporting person upon exercise of Warrant Agreements with the Issuer) OWNED BY --------------------------------------- EACH 8 SHARED VOTING POWER REPORTING 0 PERSON WITH --------------------------------------- 9 SOLE DISPOSITIVE POWER 6,370,837 (includes 6,370,837 shares issuable to affiliates of the reporting person upon exercise of Warrant Agreements with the Issuer) --------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,370,837 (includes 6,370,837 shares issuable to affiliates of the reporting person upon exercise of Warrant Agreements with the Issuer) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT 6 AMENDMENT NO. 3 TO SCHEDULE 13D This Amendment No. 3 to Schedule 13D (the "Schedule 13D"), relating to shares of common stock of New World Restaurant Group, Inc., f/k/a New World Coffee - Manhattan Bagel, Inc., f/k/a New World Coffee & Bagels, Inc., a Delaware corporation (the "Issuer"), is being filed as an amendment to the statement on Schedule 13D as filed with the Securities and Exchange Commission (the "Commission") on January 30, 2001, as amended by Amendment No. 1 filed with the Securities and Exchange Commission on February 2, 2001, as amended by Amendment No. 2 filed with the Commission on July 2, 2001. This Schedule 13D is filed on behalf of Greenlight Capital, L.L.C., a Delaware limited liability company, and its affiliates ("Greenlight"), Greenlight Capital, L.P., a Delaware limited partnership ("Greenlight Fund"), of which Greenlight is the general partner, Greenlight Capital Offshore, Ltd., a Cayman Islands exempted company ("Greenlight Offshore"), for whom Greenlight Capital Inc., an affiliate of Greenlight Capital, L.L.C., acts as investment advisor, Greenlight Capital Qualified, L.P., a Delaware limited partnership ("Greenlight Qualified"), of which Greenlight is the general partner, and Mr. David Einhorn, principal of Greenlight (the "Principal"). This Schedule 13D relates to shares of Common Stock of the Issuer purchased by Greenlight for the accounts of (i) Greenlight Fund, (ii) Greenlight Qualified, and (iii) Greenlight Offshore. ITEM 2. IDENTITY AND BACKGROUND (a) This statement is filed by: (i) Greenlight, (ii) Greenlight Fund, (iii) Greenlight Offshore, (iv) Greenlight Qualified, and (v) Mr. David Einhorn. (b) The business address of Greenlight, Greenlight Fund, Greenlight Qualified, Greenlight Offshore and the Principal is 420 Lexington Avenue, Suite 1740, New York, NY 10170. (c) Greenlight provides investment management services to private individuals and institutions. Greenlight Fund, Greenlight Qualified and Greenlight Offshore are private investment funds. The principal occupation of Mr. Einhorn is investment management. (d) None of Greenlight, Greenlight Fund, Greenlight Qualified, Greenlight Offshore and the Principal have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of Greenlight, Greenlight Fund, Greenlight Qualified, Greenlight Offshore and the Principal have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. 7 (f) Greenlight is a Delaware limited liability company. Greenlight Fund and Greenlight Qualified are Delaware limited partnerships. Greenlight Offshore is a Cayman Islands exempted company. Mr. David Einhorn is a United States citizen. ITEM 4. PURPOSE OF THE TRANSACTION Item 4 of the Schedule 13D is hereby amended and supplemented by the following paragraph: In connection with the Letter Agreement and the Issuer's determination that no Distributed Proceeds would be made with respect to the Bonds, the Greenlight Entities requested in its letter, dated as of May 23, 2003, a copy of which is attached as Exhibit 99.1, that the Issuer issue shares of Series F Preferred Stock in the amount of (i) 2,748 shares to Greenlight Fund, (ii) 6,160 shares to Greenlight Qualified, and (iii) shares to 5,121 Greenlight Offshore, such shares issuable as of the date the Issuer made such determination with respect to a third party in a similar situation as the Greenlight Entities. In addition, the Greenlight Entities requested that the Issuer issue the Additional Warrants to purchase Common Stock in the aggregate amount of 21,935,000 issuable to Greenlight Fund, Greenlight Qualified, and Greenlight Offshore pro rata in the same ratios as those contemplated for the issuance of the Series F Preferred Stock above. In connection with the issuance of the Series F Preferred Stock and Additional Warrants described above, the Greenlight Entities also requested that the Issuer issue warrants (the "Debt Warrants") to purchase Common Stock at an exercise price of $0.01 per share in the amount of (i) 2,748,314 shares to Greenlight Fund, (ii) 6,160,207 shares to Greenlight Qualified, and (iii) 5,120,646 shares to Greenlight Offshore, such warrants being in substantially the same form attached as Exhibit B to the Letter Agreement. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: (a) As of May 30, 2003, Greenlight and Mr. Einhorn beneficially own 16,274,023 shares of Common Stock of the Issuer (which includes 16,274,023 shares issuable to Greenlight Fund, Greenlight Offshore and Greenlight Qualified upon exercise of the Warrants), which represents 24.2% of the Issuer's outstanding shares of Common Stock, which such percentage was calculated by dividing (i) the 16,274,023 shares of Common Stock underlying the Warrants not yet exercised but beneficially owned by Greenlight and Mr. Einhorn as of the date hereof, by (ii) 67,290,880 shares of Common Stock, which equals the sum of (y) 51,016,857 shares of Common Stock outstanding as of April 30, 2003 based upon the Issuer's 10Q filed with the Securities and Exchange Commission on May 16, 2003 and (z) 16,274,023 shares of Common Stock underlying the Warrants. The 16,274,023 shares of Common Stock underlying the Warrants described above are beneficially owned by Greenlight and Mr. Einhorn for the account of Greenlight Fund, Greenlight Offshore or Greenlight Qualified, as the case may be. As of May 30, 2003, Greenlight Fund beneficially owns 2,944,765 shares of Common Stock of the Issuer (which includes 2,944,765 shares issuable to the reporting persons 8 upon exercise of its Warrants), which represents 5.5% of the Issuer's outstanding shares of Common Stock, which such percentage was calculated by dividing (i) the 2,944,765 shares of Common Stock underlying the Warrant not yet exercised but beneficially owned by Greenlight Fund as of the date hereof, by (ii) 53,961,622 shares of Common Stock, which equals the sum of (y) 51,016,857 shares of Common Stock outstanding as of April 30, 2003 based upon the Issuer's 10Q filed with the Securities and Exchange Commission on May 16, 2003 and (z) 2,944,765 shares of Common Stock underlying its Warrants. As of May 30, 2003, Greenlight Qualified beneficially owns 6,958,421 shares of Common Stock of the Issuer (which includes 6,958,421 shares issuable to the reporting persons upon exercise of its Warrant), which represents 12.0% of the Issuer's outstanding shares of Common Stock, which such percentage was calculated by dividing (i) the 6,958,421 shares of Common Stock underlying the Warrant not yet exercised but beneficially owned by Greenlight Qualified as of the date hereof, by (ii) 57,975,278 shares of Common Stock, which equals the sum of (y) 51,016,857 shares of Common Stock outstanding as of April 30, 2003 based upon the Issuer's 10Q filed with the Securities and Exchange Commission on May 16, 2003 and (z) 6,958,421 shares of Common Stock underlying its Warrants. As of May 30, 2003, Greenlight Offshore beneficially owns 6,370,837 shares of Common Stock of the Issuer (which includes 6,370,837 shares issuable to the reporting persons upon exercise of its Warrant), which represents 11.1% of the Issuer's outstanding shares of Common Stock, which such percentage was calculated by dividing (i) the 6,370,837 shares of Common Stock underlying the Warrant not yet exercised but beneficially owned by Greenlight Offshore as of the date hereof, by (ii) 57,387,694 shares of Common Stock, which equals the sum of (y) 51,016,857 shares of Common Stock outstanding as of April 30, 2003 based upon the Issuer's 10Q filed with the Securities and Exchange Commission on May 16, 2003 and (z) 6,370,837 shares of Common Stock underlying its Warrants. (b) Greenlight and Mr. Einhorn for the account of each of Greenlight Fund, Greenlight Offshore and Greenlight Qualified have the power to vote and dispose of the shares of Common Stock held by each such entity. (c) Other than as described in Items 3 and 4 above, none of Greenlight, Greenlight Fund, Greenlight Qualified, Greenlight Offshore and the Principals have 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 Schedule 13D, none of Greenlight, Greenlight Fund, Greenlight Qualified, Greenlight Offshore and the Principal have any 9 contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of Issuer, including but not limited to transfer or voting of any of the securities of the Issuer, 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 the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 99.1 Letter, dated as of May 23, 2003, from David Einhorn, Manager of Greenlight Capital, L.L.C. (on behalf of Greenlight Capital, L.P. and Greenlight Qualified L.P.) and on behalf of Greenlight Capital, Inc., Investment Adviser of Greenlight Capital Offshore, Ltd. Exhibit 99.9 Joint Filing Agreement dated May 30, 2003, among Greenlight, Greenlight Fund, Greenlight Qualified, Greenlight Offshore and Mr. Einhorn. 10 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: May 30, 2003 GREENLIGHT CAPITAL, L.L.C. By: /s/ DAVID EINHORN ----------------------------------- David Einhorn, Managing Member GREENLIGHT CAPITAL, L.P. By: Greenlight Capital, L.L.C., its general partner By: /s/ DAVID EINHORN ----------------------------------- David Einhorn, Managing Member GREENLIGHT CAPITAL QUALIFIED, L.P. By: Greenlight Capital, L.L.C., its general partner By: /s/ DAVID EINHORN ----------------------------------- David Einhorn, Managing Member GREENLIGHT CAPITAL OFFSHORE, LTD. By: /s/ DAVID EINHORN ----------------------------------- David Einhorn, Director /S/ DAVID EINHORN -------------------------------------------- David Einhorn 11 EX-99.1 3 d06449a3exv99w1.txt LETTER FROM DAVID EINHORN (GREENLIGHT CAPITAL, INC. LETTERHEAD) May 23, 2003 New World Coffee-Manhattan Bagel, Inc. 100 Horizon Center Boulevard Hamilton, NJ 08691 New World Coffee-Manhattan Bagel, Inc. 1687 Cole Boulevard Golden, CO 80401 Attn: Ms. Kathy Lockhart, Controller Dear Sir or Madam: Reference is hereby made to that certain Limited Liability Company Operating Agreement (the "LLC Agreement") of Greenlight New World, L.L.C. (the "LLC") dated as of January 8, 2001 by and among Greenlight Capital, L.P. ("GCLP"), Greenlight Capital Qualified L.P. ("GCQP") and Greenlight Capital Offshore, Ltd. ("GCO") (collectively, "GREENLIGHT"). Under the terms of the LLC Agreement, New World Coffee-Manhattan Bagel, Inc. (the "MANAGER") was appointed the manager of the LLC and has been acting in such capacity for the LLC. Reference is also made to that certain Bond Purchase Agreement (the "BOND PURCHASE AGREEMENT") entered into as of January 17, 2001, by and among the Manager and Greenlight, pursuant to which Greenlight agreed to contribute $10 million to the LLC for the purchase of certain bonds (the "BONDS") known as Einstein/Noah Bagel Corporation 7.25% convertible subordinated bonds June 2004. Reference is also made to that certain letter agreement (the "LETTER AGREEMENT") entered into as of June 19, 2001, by and among the LLC, the Manager and Greenlight, pursuant to which Greenlight consented to the pledge (the "PLEDGE") by the Manager of the Bonds to Jeffries & Company, Inc. to secure a loan to an unrestricted subsidiary of the Manager in the principal amount of $35 million. Pursuant to the Letter Agreement, Manager will issue to Greenlight the number of shares of Series F Preferred Stock of Manager equal to (i) the excess of the Contribution Amount over the Distributed Proceeds divided by (ii) $1000 per share of Series F Preferred Stock. In connection which such Letter Agreement, we understand that there will be no Distributed Proceeds with respect to the Bonds and, accordingly, we deem the Series F Preferred Stock to be issuable as of the date on which the Manager made such determination with respect to a third party in a similar situation as Greenlight. According to our calculations, including accretion as of yesterday a total of 14,030 shares of Series F Preferred Stock are issuable to us as follows: 6,160 shares to GCQP, 2,748 to GCLP and 5,121 to GCO. In addition, GCLP, GCQP and GCO are entitled to Warrants to acquire Common Stock of the Manager exercisable at $0.01 per share for 15.8% of the fully diluted equity of the company pursuant to the Letter Agreement (21,935,000 shares pursuant to our calculations). The Warrants are issuable to GCLP, GCQP and GCO pro rata in the same ratios as those contemplated for the issuance of the Series F Preferred Stock described above. All shares of Series F Preferred Stock issuable pursuant to our rights described in this paragraph should be deemed outstanding as of the date on which the Manager made the determination that there would be no Distributed Proceeds for purposes of any consents of the holders of the Series F Preferred Stock, including without limitation, consents required in connection with the contemplated issuance by the Manager of Senior Secured Notes Due 2008. Capitalized terms used herein this paragraph, but not otherwise defined, have the meanings ascribed to them in the Letter Agreement. In accordance with the Letter Agreement and the issuance of the Series F Preferred Stock as described above, Manager must issue to GCLP, GCQP and GCO warrants (the "DEBT WARRANTS") to purchase 2,748,314, 6,160,207 and 5,120,646 shares, respectively, of common stock of Manager at an exercise price of $0.01 per share, such warrants being in substantially the same form attached as Exhibit B to the Letter Agreement. Greenlight has been disappointed in the manner in which New World has pursued potential transactions to increase shareholder value and we hope to engage in a constructive dialogue to move the Company forward. Sincerely, /s/ DAVID EINHORN David Einhorn, Manager of Greenlight Capital, LLC (on behalf of Greenlight Capital, L.P. and Greenlight Capital Qualified L.P.) and on behalf of Greenlight Capital, Inc., Investment Advisor of Greenlight Capital Offshore, Ltd. (GREENLIGHT CAPITAL, INC. LOGO) EX-99.9 4 d06449a3exv99w9.txt JOINT FILING AGREEMENT EXHIBIT 99.9 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, par value $0.001 per share, of New World Coffee - Manhattan Bagel, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings. The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of May 30, 2003. GREENLIGHT CAPITAL, L.L.C. By: /s/ DAVID EINHORN ------------------------------------- David Einhorn, Managing Member GREENLIGHT CAPITAL, L.P. By: Greenlight Capital, L.L.C., its general partner By: /s/ DAVID EINHORN ------------------------------------- David Einhorn, Managing Member GREENLIGHT CAPITAL QUALIFIED, L.P. By: Greenlight Capital, L.L.C., its general partner By: /s/ DAVID EINHORN ------------------------------------- David Einhorn, Managing Member GREENLIGHT CAPITAL OFFSHORE, LTD. By: /s/ DAVID EINHORN ------------------------------------- David Einhorn, Director /s/ DAVID EINHORN ----------------------------------------- David Einhorn -----END PRIVACY-ENHANCED MESSAGE-----