-----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, OzUhhFJuZn2SrRuFyD26pvC/JL06RTyUHurTcFmmJ5eGBwJ4rf2EbW9wMoppbMld E6DduvLlIfUwWRHfBirBtw== 0000927356-01-000433.txt : 20010416 0000927356-01-000433.hdr.sgml : 20010416 ACCESSION NUMBER: 0000927356-01-000433 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010402 ITEM INFORMATION: FILED AS OF DATE: 20010412 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EINSTEIN NOAH BAGEL CORP CENTRAL INDEX KEY: 0001007184 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 841294908 STATE OF INCORPORATION: DE FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-21097 FILM NUMBER: 1601527 BUSINESS ADDRESS: STREET 1: 1687 COLE BOULEVARD CITY: GOLDEN STATE: CO ZIP: 80401 BUSINESS PHONE: 3035688000 MAIL ADDRESS: STREET 1: 1687 COLE BOULEVARD CITY: GOLDEN STATE: CO ZIP: 80401 FORMER COMPANY: FORMER CONFORMED NAME: EINSTEIN BROS BAGELS INC DATE OF NAME CHANGE: 19960403 8-K/A 1 0001.txt FORM 8K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 2, 2001 EINSTEIN/NOAH BAGEL CORP. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-21097 84-1294908 - -------------------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction of File No.) Identification No.) incorporation) 1687 Cole Boulevard, Golden, Colorado 80401 - -------------------------------------------------------------------------------- (Address of principal executive offices) (303) 568-8000 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Not applicable - -------------------------------------------------------------------------------- (Former name or former address, if changes since last report) Item 5. Other Events On April 2, 2001, the trustee under the Boston Chicken, Inc. plan of reorganization (the "Boston Chicken Plan Trustee") filed a joint plan of reorganization of the Company and Einstein/Noah Bagel Partners, L.P. ("Bagel Partners"), together with a form of disclosure statement relating to such plan, with the U.S. Bankruptcy Court for the District of Arizona (the "Bankruptcy Court"). Under the terms of the plan, the Company's $125.0 million 7 1/4% Convertible Subordinated Debentures due 2004 (the "Debentures") would be reinstated and other unsecured creditor claims would be paid in full. Holders of the Debentures would also have a right to exchange the principal amount of their Debentures and accrued interest thereon for shares of new common stock in the Company at an exchange rate of $17.50 in principal or interest per share. Common stockholders in the Company would receive that number of shares of new common stock in the reorganized Company equal to 10 million less the number of shares of new common stock that would be delivered to holders of Debentures in the exchange if all holders of Debentures elected to exchange their Debentures. The equity interests in Bagel Partners held by persons other than the Company and its subsidiary (primarily Bagel Store Development Funding, L.L.C. ("Bagel Funding")), would remain outstanding, but certain contractual rights of Bagel Funding to require the Company or Bagel Partners to redeem such interest (the "Put Right"), would be eliminated. Under the plan, ENBC and Bagel Partners would obtain new bank financing in the principal amount of $85.0 million and the Company's pre- petition secured bank financing and debtor-in-possession financing would be satisfied in full. The form of disclosure statement for the plan includes as an appendix a term sheet for the new bank financing but does not include a financing commitment. The form of disclosure statement for the plan also includes as an appendix an agreement between the Boston Chicken Plan Trustee and New World Coffee-Manhattan Bagel, Inc. ("New World"), pursuant to which New World has agreed to support the plan. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: April 12, 2001 EINSTEIN/NOAH BAGEL CORP. By: /s/ Paul A. Strasen --------------------- Paul A. Strasen Senior Vice President 2 -----END PRIVACY-ENHANCED MESSAGE-----