KFC National Purchasing Cooperative Inc, et al. – ‘SC 13E3/A’ on 1/12/01 re: KFC National Purchasing Cooperative Inc

On:  Friday, 1/12/01, at 10:16am ET   ·   Accession #:  950144-1-1153   ·   File #:  5-54907

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Amendment to Tender-Offer Statement — Going-Private Transaction   —   Schedule 13E-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13E3/A   Kfc National Purchasing Cooperative, Inc.              2     13K 

Document Table of Contents

SC 13E3/A
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 SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549

--------------------

SCHEDULE 13E-3

(RULE 13e-100)

 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER

 RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
 SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 2 -- FINAL AMENDMENT)
 KFC NATIONAL PURCHASING COOPERATIVE, INC.
--------------------------------------------------------------------------------
(Name of the Issuer)

 KFC NATIONAL PURCHASING COOPERATIVE, INC.
 AND
 KFC NATIONAL PURCHASING CO-OP, INC.
--------------------------------------------------------------------------------
 (Names of Person(s) Filing Statement)

 MEMBERSHIP COMMON STOCK
 AND
STORE COMMON STOCK
--------------------------------------------------------------------------------
(Title of Class of Securities)

 N/A
--------------------------------------------------------------------------------
 (CUSIP Number of Class of Securities)

DANIEL E. WOODSIDE                  COPY TO:  JAMES A. GIESEL                   
PRESIDENT                                     ALAN K. MACDONALD                 
KFC NATIONAL PURCHASING COOPERATIVE, INC.     FROST BROWN TODD LLC              
950 BRECKENRIDGE LANE                         400 WEST MARKET STREET, 32ND FLOOR
LOUISVILLE, KENTUCKY 40207                    LOUISVILLE, KENTUCKY 40202        
(502) 896-5900                                (502) 589-5400                    

--------------------------------------------------------------------------------
 (Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
 and Communications on Behalf of the Person(s) Filing Statement)

 This statement is filed in connection with (check the appropriate box):

         a. [x] The filing of solicitation materials or an information
                statement subject to Regulation 14A, Regulation 14C or
                  Rule 13e-3(c) under the Securities Exchange Act of 1934.

              b. [ ] The filing of a registration statement under the Securities
Act of 1933.                          

c. [ ] A tender offer.                              

d. [ ] None of the above.                           

SC 13E3/A
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              Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [ ]           

      Check the following box if the filing is a final amendment
reporting the results of the transaction: [ x ]                                 

 CALCULATION OF FILING FEE

Transaction                                         
Valuation*                   Amount of Filing Fee   

$17,846,954                         $3,569          

* Based on the members' equity of the KFC National Purchasing 
Cooperative, Inc. as of June 30, 2000.                    

[X]      Check the box if any part of the fee is offset as provided by Exchange 
       Act Rule 0-11(a)(2) and identify the filing with which the offsetting
       fee was previously paid. Identify the previous filing by registration
       statement number, or the Form or Schedule and the date of its filing.

                                                        [Enlarge/Download Table]
                                                                                                 
Amount Previously Paid:    $3,569        Filing Party:  KFC National Purchasing Cooperative, Inc.
Form or Registration No.:  Schedule 14A  Date Filed:    October 3, 2000                          

  In accordance with Rule 13E-3(d)(3), this Amendment No. 2 -- Final
Amendment amends and supplements the Transaction Statement on Schedule 13E-3    
(the "Schedule 13E-3") filed with the Securities and Exchange Commission on     
October 3, 2000, as amended on November 17, 2000, by KFC National Purchasing    
Cooperative, Inc. (the "KFC Co-op"), a Delaware corporation, and KFC National   
Purchasing Co-op, Inc. (the "New KFC Co-op"), a Delaware corporation and wholly 
owned subsidiary of the KFC Co-op.                                              

         Items 1 and 4 of the Schedule 13E-3 are hereby amended and supplemented
to include the following information:                                           

       The merger previously described under "Summary of the Transaction" in
     the Schedule 13E-3 was duly approved by the stockholders of the KFC
Co-op and the New KFC Co-op on January 11, 2001.              

 SIGNATURE

         After due 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. 

                                 KFC NATIONAL PURCHASING COOPERATIVE, INC.
                              Through its successor issuer by merger
                           KFC National Purchasing Co-op, Inc.

              /s/ Daniel E. Woodside
                                    --------------------------------------------
           Daniel E. Woodside,
                             President and Chief Executive Officer
              Date: January 12, 2001

                           KFC NATIONAL PURCHASING CO-OP, INC.

              /s/ Daniel E. Woodside
                                    --------------------------------------------
           Daniel E. Woodside,
                             President and Chief Executive Officer
              Date: January 12, 2001

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13E3/A’ Filing		Date		First		Last			Other Filings
Filed on:		1/12/01		2					15-12G
		1/11/01		2
		11/17/00		2					PRES14A,  SC 13E3/A
		10/3/00		2					PRES14A,  SC 13E3
		6/30/00		2					10-Q
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