(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on 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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
This Amendment No. 11 to Schedule 13D (the “Amendment”), relating to shares of common stock, par value $0.001 per share, (“Common Stock”) of Einstein Noah Restaurant Group, Inc., f/k/a New World Restaurant Group, Inc., a Delaware corporation (the “Issuer”), 555 Zang Street; Suite 300; Lakewood CO 80228, is being filed as an amendment to the statement on Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on January 30, 2001, as amended by Amendment No. 1 filed with the Commission on February 2, 2001, Amendment No. 2 filed with the Commission on July 2, 2001, Amendment No. 3 filed with the Commission on May 30,
2003, Amendment No. 4 filed with the Commission on June 20, 2003, Amendment No. 5 filed with the Commission on July 16, 2003, Amendment No. 6 filed with the Commission on October 15, 2003, Amendment No. 7 filed with the Commission on February 7, 2006, Amendment No. 8 filed with the Commission on June 20, 2006, Amendment No. 9 filed with the Commission on June 14, 2007 and Amendment No. 10 filed with the Commission on April 14, 2008.
This Amendment is being filed on behalf of Greenlight Capital, L.L.C., a Delaware limited liability company (“Greenlight LLC”), Greenlight Capital, Inc., a Delaware corporation (“Greenlight Inc.”), Mr. David Einhorn (the “Principal”), Greenlight Capital, L.P., a Delaware limited partnership (“Greenlight Fund”), of which Greenlight LLC is the general partner, Greenlight Capital Qualified, L.P., a Delaware limited partnership (“Greenlight Qualified”), of which Greenlight LLC is the general partner, Greenlight Capital Offshore Partners, a British Virgin Islands partnership (“Greenlight Offshore”), for which Greenlight Inc. acts as investment
manager, and DME Advisors GP, LLC, a Delaware limited liability company (“Advisors GP,” and together with Greenlight LLC, Greenlight Inc., Greenlight Fund, Greenlight Qualified, Greenlight Offshore and the Principal, the “Reporting Persons”). Mr. Einhorn is the principal of each of Greenlight LLC, Greenlight Inc., and Advisors GP.
In addition, Advisors GP is the general partner of each of DME Advisors, L.P., a Delaware limited partnership (“Advisors”), and DME Capital Management, LP, a Delaware limited partnership (“DME CM”). Advisors acts as the investment manager for a managed account (the “Managed Account”). DME CM acts as the investment manager for Greenlight Capital Offshore Master (Gold), Ltd., a British Virgin Islands company (“Greenlight Gold Offshore”). DME Management GP, LLC, a Delaware limited liability company controlled by the Principal (“DME Management GP”), is the general partner of Greenlight Capital (Gold), L.P., a Delaware limited partnership (“Greenlight Gold”).
The Reporting Persons are filing this Amendment in connection with the transactions reported herein, which represent a reallocation of shares of Common Stock made in connection with the establishment of Greenlight Gold and Greenlight Gold Offshore.
This Amendment is being filed to amend Items 3, 4 and 5, as follows:
Item 3. Source and Amount of Funds or Other Consideration
(a) Greenlight LLC beneficially owns 4,875,414 shares of Common Stock of the Issuer, 1,187,400 of which are held by Greenlight Fund and 3,688,014 of which are held by Greenlight Qualified. Such shares of Common Stock beneficially owned by Greenlight LLC, and held by Greenlight Fund and Greenlight Qualified, represent 29.6%, 7.2% and 22.4% of the Issuer’s outstanding shares of Common Stock, respectively.
(b) Greenlight Inc. beneficially owns 4,727,581 shares of Common Stock of the Issuer, all of which are held by Greenlight Offshore. Such shares of Common Stock represent 28.7% of the Issuer’s outstanding shares of Common Stock. The shares of Common Stock held by Greenlight Offshore were previously held directly by Greenlight Capital Offshore, Ltd., which currently invests substantially all of its assets through its interest in Greenlight Offshore.
(c) Advisors GP beneficially owns 849,856 shares of Common Stock of the Issuer, 750,000 of which are also beneficially owned by Advisors and 99,856 of which are also beneficially owned by DME CM. The shares of Common Stock beneficially owned by Advisors GP and Advisors are held by the Managed Account, and represent 4.6% of the Issuer’s outstanding shares of Common Stock. The shares of Common Stock beneficially owned by Advisors GP and DME CM are held by Greenlight Gold Offshore, and represent 0.6% of the Issuer’s outstanding shares of Common Stock.
(d) DME Management GP beneficially owns 280,618 shares of Common Stock of the Issuer, all of which are held by Greenlight Gold. Such shares of Common Stock represent 1.7% of the Issuer’s outstanding shares of Common Stock.
(e) The Principal beneficially owns 10,733,469 shares of Common Stock of the Issuer, which represents 65.2% of the Issuer’s outstanding shares of Common Stock. Such shares of Common Stock include the shares reported above, which are beneficially owned by Greenlight LLC, Greenlight Inc., Advisors GP, Advisors, DME CM and DME Management GP, and held by Greenlight Fund, Greenlight Qualified, Greenlight Offshore, the Managed Account, Greenlight Gold Offshore and Greenlight Gold.
Each of the percentages listed above were determined by dividing the relevant number of shares of Common Stock beneficially owned or held, as applicable, by each of the Reporting Persons, by 16,446,142, the number of shares of Common Stock outstanding as of February 22, 2010, as reported in the Issuer's Form 10-K, filed with the Commission on February 25, 2010.
Pursuant to Rule 13d-4, each of the Reporting Persons disclaims such beneficial ownership except to the extent of their respective pecuniary interests therein.
Items 5(b) and (c) are amended and restated in their entirety as follows:
(b) Greenlight LLC has the power to vote and dispose of 4,875,414 shares of Common Stock beneficially owned by it. Greenlight Inc. has the power to vote and dispose of 4,727,581 shares of Common Stock beneficially owned by it. Greenlight Fund has the power to vote and dispose of 1,187,400 shares of Common Stock held by it. Greenlight Qualified has the power to vote and dispose of 3,688,014 shares of Common Stock held by it. Greenlight Offshore has the power to vote and dispose of 4,727,581 shares of Common Stock held by it. Advisors GP has the power to vote and dispose of 849,856 shares of Common Stock beneficially owned by it. Mr. Einhorn may direct the vote and disposition of 10,733,469 shares of Common Stock beneficially owned by Greenlight LLC, Greenlight Inc., Advisors GP and DME Management GP.
(c) The transactions in the Issuer’s securities in the last sixty days by the Reporting Persons (directly or through accounts over which the Reporting Persons may exercise voting and/or investment discretion) are listed as Annex A attached hereto and made a part hereof.
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.
* A Joint Filing Agreement, executed by and among the Reporting Persons, is filed herewith.
** The Power of Attorney, executed by David Einhorn authorizing Harry Brandler and Daniel Roitman to sign and file this Schedule 13G on David Einhorn’s behalf, which was filed with a Schedule 13G filed with the Securities and Exchange Commission on July 18, 2005 by the Reporting Persons with respect to the Ordinary Shares of Flamel Technologies S.A., is hereby incorporated by reference.
Each of the transactions reported herein represent a reallocation of shares of Common Stock made in connection with the establishment of Greenlight Gold and Greenlight Gold Offshore.
Number of Shares of Common Stock Transferred
(in each case as of May 1, 2010, at $12.985 per share)
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 13G and/or 13D (including any and all amendments thereto) with respect to Shares of Common Stock, par value $0.001 per share, of Einstein Noah Restaurant Group, 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/or 13D 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 4, 2010.
