Edgar Filing: CHEFS INTERNATIONAL INC

As filed with the Securities and Exchange Commission on February 18, 2005

File No. 005-20011

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 2 to

Rule 13e-3 Transaction Statement
(Under Section 13(E) of the Securities Exchange Act of 1934)
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Chefs International, Inc.
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(Name of the Issuer)

Lombardi Restaurant Group, Inc.
Anthony M. Lombardi
Joseph S. Lombardi
Michael F. Lombardi
Robert M. Lombardi
Stephen F. Lombardi

Lee Maschler

Matthew Maschler

Chefs International, Inc.
-------------------------
(Name of Person(s) Filing Statement

Common Stock, $ .01 Par Value
-----------------------------
(Title of Class of Securities)

163082-6-05
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(CUSIP Number of Class of Securities)

Robert M. Lombardi, President
Chefs International, Inc.
62 Broadway
Point Pleasant Beach, NJ 08742
(732) 295-0350
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on
Behalf of the Person (s) filing Statement)

With a Copy To:
Roger A. Tolins, Esq.
Tolins & Lowenfels, A Professional Corporation
747 Third Avenue
New York, New York 10017
(212) 421-1965

This statement is filed in connection with:

a. [X] The filing of solicitation materials or an information statement subject
to Regulation 14A (ss.240. 14a-1 through 240.14b-2), Regulation 14C
(ss.240.14c-1 through 240.14c-101) or Rule 13e-3(c) (ss.240.13e-3 (c)) under the
Securities Exchange Act of 1934 ("the Act").

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

c. [ ] A tender offer

d. [ ] None of the above

Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies
[X]

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

Calculation of Filing Fee

TRANSACTION VALUATION AMOUNT OF FILING FEE
--------------------- --------------------
$4,120,040* $484.93

*The fee was determined by multiplying the Transaction Valuation (the number of
shares of the Issuer's Common Stock held by existing stockholders whose shares
will be canceled in the merger transaction multiplied by the $3.12 per share
cash payment to be made in cancellation of each such share) by the applicable
filing fee calculation rate of $117.70 per $1,000,000 Transaction Valuation.

[ ] Check the box if any part of the fee is offset as provided by ss.240.0-11
(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.

Amount Previously Paid: ______________________

Form or Registration No.: ______________________

Filing Party: _________________________________

Date Filed: __________________________________

THIS RULE 13e-3 TRANSACTION STATEMENT INCORPORATES BY REFERENCE HEREIN TO THE
EXTENT SET FORTH IN THE FOLLOWING ITEMS, THE MATERIAL CONTAINED IN THE PROXY
STATEMENT FILED IN CONJUNCTION HEREWITH.

EXPLANATORY NOTE

This Schedule 13E-3 Transaction Statement relates to the Agreement and
Plan of Merger dated as of December 22, 2004 (the "Merger Agreement") by and
between Chefs International, Inc., a Delaware corporation (the "Company") and
Lombardi Restaurant Group, Inc. a Delaware corporation ("Acquisition Co."),
pursuant to which Acquisition Co. will be merged into the Company with the
Company being the surviving corporation. Subject to the terms of the Merger
Agreement, each share of the Company's Common Stock that is issued and
outstanding immediately prior to the Effective Time of the Merger, other than
shares owned by the stockholders of Acquisition Co. or by stockholders who have
properly exercised their dissenters' rights, will be canceled and converted into
the right to receive a cash payment of $3.12 per share without interest.

The terms and conditions of the Merger Agreement are described in the
Company's Preliminary Proxy Statement (the "Proxy Statement") (File No.
001-08513) being filed with the Securities and Exchange Commission concurrently
with the filing of this Schedule 13E-3 Transaction Statement. A copy of the
Proxy Statement is filed with this Schedule 13E-3 Transaction Statement as
Exhibit One. A copy of the Merger Agreement is attached as Appendix A to the
Proxy Statement.

CHEFS INTERNATIONAL, INC.

AND THE FILING PARTIES
AMENDMENT NO. 2
TO

SCHEDULE 13E-3
TRANSACTION STATEMENT

The following item numbers and item headings correspond to the item
numbers and item headings of Schedule 13E-3.

Item 1. Summary Term Sheet

The information is provided at in the Proxy Statement under the caption
"Summary Term Sheet" and is incorporated herein by reference.

Item 2. Subject Company Information

(a) Name and address. The name, address and telephone number of the
subject company, Chefs International, Inc. (the "Company") is provided at the
top of the Notice attached to the Proxy Statement and is incorporated herein by
reference.

(b) Securities. The exact title of the Company's sole class of capital
stock is set forth in the last paragraph of the Proxy Statement under "The
Parties" in the Summary Term Sheet. The second paragraph under "Stockholder
Vote" in the Summary Term Sheet sets forth the number of shares outstanding on
the Record Date. The information is incorporated herein by reference.

(c) Trading market and price. The trading market for the Company's
Common Stock, the range of high and low bid quotations over the last two and
three-quarter fiscal years and the source of the quotations is provided. in the
Proxy Statement under the caption "Special Factors - Common Stock- Market
Prices, Trading Volume, Stock Repurchases, Dividends, Book Value- Market prices
and trading volume" and is incorporated herein by reference.

(d) Dividends. The fact that the Company has not paid any dividends and
does not currently anticipate paying any dividends in the future is disclosed
under the caption "Special Factors - Common Stock - Market Prices, Trading
Volume, Stock Repurchases, Dividends, Book Value - Dividends" in the Proxy
Statement and is incorporated herein by reference.

(e) Prior public offerings. Not applicable.

(f) Prior stock purchases. Information concerning stock repurchases by
the Company is set forth under the caption "Special Factors - Common Stock -
Market Prices, Trading Volume, Stock Repurchases, Dividends, Book Value - Stock
Repurchases" in the Proxy Statement and is incorporated herein by reference.
Information concerning stock purchases and sales by the other Filing Persons
during the past two and three quarter fiscal years at times when they were
affiliates is set forth under the caption "Special Factors - Interests of
Certain Persons in the Merger - Stock Transactions" in the Proxy Statement and
is incorporated herein by reference.

Item 3. Identity and Background of Filing Persons

(a)-(c) This Schedule 13E-3 Transaction Statement is being filed by the
Company, by Acquisition Co. and by Anthony M. Lombardi, Joseph S. Lombardi,
Michael F. Lombardi, Robert M. Lombardi, Stephen F. Lombardi, Lee Maschler and
Matthew Maschler (collectively the "Continuing Stockholders"). Information
concerning the business address and business telephone number of the Company is
set forth in response to Item 2(a) herein. The following information is
furnished concerning each of the Continuing Stockholders.

Anthony M. Lombardi D.D.S.

Principal business address: 1862 Oak Tree Road
Edison, NJ 08818

Telephone: (732) 906-1500
Current principal occupation: Engaged in the practice of
dentistry

Joseph S. Lombardi M.D.

Principal business name and address: Edison-Metuchen Orthopedic Group
10 Parsonage Road, Suite 500
Edison, NJ 08837
Telephone: (732) 494-6226
Current principal occupation: Physician and orthopedic surgeon

Michael F. Lombardi, Esq.

Principal business name and address: Lombardi & Lombardi, P.A.
1862 Oak Tree Road
Edison, NJ 08818

Telephone: (732) 906-1500
Current principal occupation: Practicing attorney and a senior
officer of the law firm of
Lombardi & Lombardi, P.A.

Robert M. Lombardi M.D.

Stephen F. Lombardi, Esq.

Principal business name and address: Lombardi & Lombardi, P.A.
1862 Oak Tree Road
Edison, NJ 08818

Telephone: (732) 906-1500
Current principal occupation: Practicing attorney and a senior
officer of the law firm of
Lombardi & Lombardi, P.A.

Lee Maschler

Principal business name and address: Trillium Trading, LLC
110 Fieldcrest Avenue
Raritan Plaza I, 7th Floor
Edison, NJ 08837

Telephone: (732) 417-9290
Current principal occupation: Chief executive officer of
Trillium Trading,
LLC, a registered
broker-dealer,
since November
2002. Prior
thereto, served as
executive vice
president of
Heartland
Securities, a
registered
broker-dealer,
until January 17,
2003.

Matthew M. Maschler, Esq.

Principal business name and address: Matthew H. Maschler, Esq. P.C.
110 Fieldcrest Avenue
Raritan Plaza I
Edison, NJ 08837

Telephone: (732) 225-7788
Current principal occupation: Practicing attorney

With the exception of Lee Maschler whose change of principal business
name and address is listed above, all of the Continuing Stockholders have had
the same principal occupation under the same business names and at the same
addresses listed above for the past five years.

The information contained in the Proxy Statement under the caption
"Special Factors - Interests of Certain Persons in the Merger" concerning the
actual or potential conflicts of interest, directorships and officerships, stock
ownership, stock transactions and restaurant transactions between the Company
and the Lombardi Group, to the extent it relates to the Continuing Stockholders,
is incorporated herein by reference.

In addition, the information under the caption "Information About the
Company" inof the Proxy Statement and the information under the caption
"Information About Acquisition Co." in the Proxy Statement is incorporated
herein by reference.

During the past five years, neither Acquisition Co. nor any of the
Continuing Stockholders has been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a party to any
judicial or administrative proceeding that resulted in a judgment, decree or
final order enjoining future violations of, or prohibiting activities subject
to, federal or state securities laws or finding any violation of such laws.

All of the Continuing Stockholders are citizens of the United States.

Item 4. Terms of the Transaction

(a) (1) Tender offers. Not applicable. (a) (2) Merger or Similar
Transactions

(i)-(ii) A brief description of the transaction including the
consideration offered to the Company's stockholders is set forth in the Proxy
Statement under the caption "Summary Term Sheet" and is incorporated herein by
reference.

(iii) The reasons for engaging in the "going-private" transaction
and for structuring it as a Merger are described in the Proxy Statement under
the caption "Special Factors - Events Leading to the Proposal for and the
Acceptance of the Merger Offer"and are incorporated herein by reference.

(iv) The vote required to approve the Merger is stated in the Proxy
Statement under the caption "Summary Information in Question and Answer Format -
What vote is required to approve the Merger?" and is incorporated herein by
reference.

(v) The fact that if the Merger is consummated, each Public
Stockholder will no longer have any interest in the Company's assets or its
future earnings or growth, if any and the Common Stock owned by each Public
Stockholder will be canceled and converted into the right to receive a cash
payment of $3.12 per share, without interest, subject to the right to dissent
and seek an appraisal of his or her shares, and that the Continuing Stockholders
after the Merger will own all of the Company's outstanding Common Stock is
described in of the Proxy Statement under the caption "Summary Term Sheet - The
Merger Transaction" and is incorporated herein by reference.

(vi) Accounting treatment - Although not material, the accounting
treatment of the transaction is described under

the caption "The Merger Agreement and the Merger - Accounting Treatment" in the
Proxy Statement and is incorporated herein by reference.

(vii) The federal income tax consequence of the transaction to the
Company, each Continuing Stockholder and each Public Stockholder is described in
the Proxy Statement under the caption "The Merger Agreement and the Merger -
Federal Income Tax Consequences" and is incorporated herein by reference.

(c) See the response to Item 4(a)(2)(v) above indicating that the
Continuing Stockholders will not be "cashed out" but will own all of the
outstanding Common Stock of the Company after the Merger and the stock owned by
the Public Stockholders will be converted into the right to receive a cash
payment of $3.12 per share without interest, subject to dissenters' rights.

(d) The appraisal rights of dissenting stockholders are described in
the Proxy Statement under the caption "Dissenters' Rights of Appraisal" and is
incorporated herein by reference. Section 262 of the Delaware General
Corporation Law regarding dissenters' rights to an appraisal is attached as
Appendix C to the Proxy Statement and is also incorporated herein by reference.

(e) The disclosure in the Proxy Statement under the caption "Where You
Can Find More Information" (about the Company) is incorporated herein by
reference. The Proxy Statement in bold type under the caption "Summary
Information in Question and Answer Format - What right do stockholders have to
dissent from the Merger?" and again under the caption "Dissenters' Rights of
Appraisal" warns the Public Stockholders to consult with their own legal
advisors if they are considering exercising appraisal rights. This admonition is
incorporated herein by reference as is the statement therein that the Court
"may, in its discretion", order any dissenting stockholder's expenses to be
charged against the value of all the shares entitled to an appraisal, but that
"... a dissenting stockholder must be prepared to pay his or her own expenses in
connection with the proceeding." The penultimate sentence of the first paragraph
under "Summary Information in Question and Answer Format - What rights do
stockholders have to dissent from the Merger?" in the Proxy Statement indicating
no provision has been made to grant Public Stockholders access to files of the
Company or the Continuing Stockholders or to obtain counsel or appraisal rights
at their expense is incorporated by reference.

(f) Not applicable as the Merger does not involve the offer of
securities of the Company in exchange for equity securities held by unaffiliated
security holders of the Company.

Item 5. Past Contacts, Transactions and Plans or Proposals

(a) - (c), (e) The information contained in the Proxy Statement under
"Special Factors - Background"; "Special Factors - Events Leading to the
Proposal for and the Acceptance of the Merger Offer"; "Special Factors -
Interests of Certain Persons in the Merger"; and under the caption "The Merger
Agreement and the Merger - Structure of the Merger" is incorporated herein by
reference. Item 6. Purpose of the Transaction and Plans or Proposals

(b) The information in the Proxy Statement under "Summary Term Sheet -
The Merger Transaction" indicating that the Public Stockholders' shares will be
canceled and converted into the right to receive a cash payment of $3.12 per
share without interest and under "The Merger Agreement and the Merger -
Accounting Treatment" is incorporated herein by reference.

(c)(1) - (8) The information contained in the Proxy Statement under
"Special Factors - Operation of the Company after the Merger" "Special Factors -
Interests of Certain Persons in the Merger"; "Special Factors - Common Stock -
Market Prices, Trading Volume, Stock Repurchases, Dividends, Book Value; and
"Special Factors - Certain Effects of the Merger; are hereby incorporated by
reference.

Item 7. Purposes, Alternatives, Reasons and Effects

The information contained in the Proxy Statement under "Special Factors
- Purpose"; Special Factors - Background"; "Special Factors - Events Leading to
the Proposal for and the Acceptance of the Merger Offer"; "Special Factors -
Reasons for and Recommendation of the Special Committee and the Board of
Directors"; "Special Factors - Certain Effects of the Merger"; and "The Merger
Agreement and the Merger - Federal Income Tax Consequences" are incorporated
herein by reference.

Item 8. Fairness of the Transaction

(a) As stated in the Proxy Statement under "Special Factors - Reasons
for and Recommendation of the Special Committee and the Board of Directors"; the
members of the Special Committee and the Board of Directors and the Continuing
Stockholders have each determined that the Merger is fair, both substantively
and procedurally to the Company's Public Stockholders for the reasons set forth
therein.

(b) The information contained in the Proxy Statement under the caption
"Special Factors - Background"; "Special Factors - Events Leading to the
Proposal for and the Acceptance of the Merger Offer"; "Special Factors - Reasons
for and Recommendation of the Special Committee and the Board of Directors";
"Special Factors - Opinion of Houlihan Lokey Howard & Zukin Financial Advisors,
Inc."; and "Special Factors - Common Stock - Market Prices, Trading Volume,
Stock Repurchases, Dividends, Book Value" is incorporated herein by reference as
setting forth the factors considered by each member of the Special Committee,
each member of the Board of Directors and each Continuing Stockholder on which
he based his determination of "fairness" to the Public Stockholders. The section
"Reasons for and Recommendation of the Special Committee and the Board of
Directors" describes the consideration given to

(i) Current market prices for the Common Stock

(ii) Historical market prices for the Common Stock

(iii) Net book value of the Common Stock

(iv) Going concern value

(v) Liquidation value (the discussion of net book value
explains why a liquidation analysis was not performed).
The Houlihan Lokey analyses indicate that Houlihan
Lokey performed an additional financial analysis of the
Company's book value to determine an estimation of the
Company's value if it were to liquidate. After
performing this and other analyses, Houlihan Lokey
opined that the $3.12 per share "buy-out" price was
fair from a financial point of view to the Public
Stockholders and each member of the Special Committee,
each member

of the Board of Directors and each Continuing
Stockholder has indicated that he is relying upon and
adopting the Houlihan Lokey opinion as his own.

The written opinion of Houlihan Lokey dated December 16, 2004, is filed
as Appendix B to the Proxy Statement and as an Exhibit hereto.

(vi) Purchase prices paid in previous purchases of the
Common Stock

(vii) The report and opinion of Houlihan Lokey.

(c) The Transaction is not structured to require the approval of a
majority of the Public Stockholders. The discussion under the caption "Summary
Information in Question and Answer Format - Is approval of a majority of the
shares of Common Stock owned by the Public Stockholders required to approve the
Merger?" in the Proxy Statement is incorporated herein by reference.

(d) The following information is incorporated herein by reference to
the Proxy Statement; (i) the information under the caption "Summary Information
in Question and Answer Format - What steps has the Board of Directors taken to
assure that the Merger terms are fair to the Public Stockholders?" as to the
appointment of and the composition of the Special Committee; (ii) "Summary
Information in Question and Answer Format - Are there relationships between the
Lombardi brothers and the Special Committee, outside the Company?" as to such
relationships; (iii) "Summary Information in Question and Answer Format - What
actions have been taken by the Special Committee?" as to the retention by the
Special Committee of its own legal counsel to advise it with respect to its
obligations and duties and its retention of Houlihan Lokey to render an opinion
as to the fairness from a financial point of view, of the consideration to be
received by the Public Stockholders in connection with the Merger; and (iv)
"Opinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc.".

(e) None of the Company's eight directors are employees of the Company.
The information in the Proxy Statement under the caption "Special Factors -
Reasons for and Recommendation of the Special Committee and the Board of
Directors" which indicates that the Special Committee and the Board of Directors
has each unanimously determined that the Merger is substantively and
procedurally fair to and in the best interests of the Public Stockholders is
incorporated herein by reference.

(f) There were no other such offers.

Item 9. Reports, Opinions, Appraisals and Negotiations

(a), (b) The information contained in the Proxy Statement under the
captions "Special Factors - Events Leading to the Proposal for and the
Acceptance of the Merger Offer"; "Special Factors - Reasons for and
Recommendation of the Special Committee and the Board of Directors"; and
"Special Factors - Opinion of Houlihan Lokey Howard and Zukin Financial
Advisors, Inc. (Financial Advisor to the Special Committee)" is incorporated
herein by reference.

(c) A copy of Houlihan Lokey's written opinion referred to in the Proxy
Statement under the caption "Special Factors - Opinion of Houlihan Lokey Howard
& Zukin Financial Advisors, Inc." is attached as Appendix B to the Proxy
Statement. See "Special Factors - Events Leading to the Proposal for and the
Acceptance of the Merger Offer" (the paragraph commencing "In December 2004")
indicating that a copy of Houlihan Lokey's report is available for inspection
and copying at the Company's executive offices.

Item 10. Source and Amounts of Funds or Other Consideration.

(a) - (d) The information contained in the Proxy Statement under the
captions "The Merger Agreement and the Merger - Expenses of the Merger" and "The
Merger Agreement and the Merger - Sources of Funding" as to the sources of
funding and the expenses of the Merger including a description of the bank loans
expected to be utilized to fund the bulk of the costs to Acquisition Co. and the
alternative financing plan is incorporated herein by reference. The Merger is
not CONDITIONED on Acquisition Co. obtaining the bank financing.

Item 11. Interest in Securities of the Subject Company

(a) - (b) The information contained in the Proxy Statement under the
caption "Special Factors - Interests of Certain Persons in the Merger - Stock
Ownership", as to the aggregate number of shares and percentage of the shares of
Common Stock beneficially owned as of the Record Date by the Continuing
Stockholders and by the three members of the Special Committee; and under the
captions "Special Factors - Common Stock - Market Prices, Trading Volume, Stock
Repurchases, Dividends, Book Value - Stock Repurchases" and "Special Factors -
Interests of Certain Persons in the Merger - Stock Transactions" as to
transactions in the Common Stock since January 28, 2002 by the Company; by any
executive officer or director of the Company; or by any other filing person
after becoming an affiliate is incorporated herein by reference.

Item 12. The Solicitation or Recommendation

(d) - (e) The information in the Proxy Statement under the caption
"Summary Information in Question and Answer Format - Do the Continuing
Stockholders and the other Directors currently intend to vote at the Meeting to
approve the Merger?" and under the caption "Special Factors - Reasons for and
Recommendation of the Special Committee and the Board of Directors" is
incorporated herein by reference.

Item 13. Financial Statements.

Copies of the Company's Annual Report on Form 10-KSB for the year ended
January 25, 2004 and of the Company's Quarterly Report on Form 10-QSB for the
quarter ended October 24, 2004 as filed with the Securities and Exchange
Commission are being included in the mailing with the Proxy materials. The
information in these reports is incorporated herein by reference.

Item 14. Persons/ Assets, Retained, Employed, Compensated or Used.

(a) (b) The information contained in the Proxy Statement under the
caption "Information about the Special Meeting - Proxy Solicitation" as to
possible proxy solicitation by officers, directors and regular employees of the
Company, without remuneration; under the caption "Special Factors - Opinion of
Houlihan Lokey (Financial Advisor to the Special Committee)"; and under the
caption "The Merger Agreement and the Merger - Expenses of the Merger" is
incorporated herein by reference.

Item 15. Additional Information

The information set forth in the Proxy Statement is incorporated herein
in its entirety by reference.

Item 16. Exhibits

(a) (i) Preliminary Notice and Proxy Statement including

Appendix A - Agreement and Plan of Merger Between Lombardi
Restaurant Group, Inc. and Chefs International, Inc. (Previously filed)

Appendix B - Opinion of Houlihan Lokey Howard & Zukin
Financial Advisors, Inc. (Financial Advisor to the Special Committee).

Appendix C - Section 262 of the Delaware General Corporation
Law regarding dissenters' rights of appraisal. (Previously filed)

(a) (ii) Preliminary form of Letter of Transmittal to Stockholders.

(b) Loan Agreement - None

(d) Contribution Agreement dated as of December 17, 2004 among the
Continuing Stockholders. (Previously filed)

(e) Not applicable

(f) Incorporated herein by reference is the information contained in
the Proxy Statement under the caption "Dissenters' Rights of Appraisal" and
Appendix C to the Proxy Statement containing Section 262 of the Delaware General
Corporation Law. (Previously filed)

(g) Not applicable

(h) Not applicable

SIGNATURES

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.

Chefs International, Inc.

By s/ ROBERT M. LOMBARDI
----------------------------------------
Robert M. Lombardi, President
February 18, 2005

Lombardi Restaurant Group, Inc.

By s/ ROBERT M. LOMBARDI
----------------------------------------
Robert M. Lombardi, Chairman
February 18, 2005

ANTHONY M. LOMBARDI
------------------------------------------
Anthony M. Lombardi
February 18, 2005

s/ JOSEPH S. LOMBARDI
------------------------------------------
Joseph S. Lombardi
February 18, 2005

MICHAEL F. LOMBARDI
------------------------------------------
Michael F. Lombardi
February 18, 2005

ROBERT M. LOMBARDI
------------------------------------------
Robert M. Lombardi
February 18, 2005

STEPHEN F. LOMBARDI
------------------------------------------
Stephen F. Lombardi
February 18, 2005

LEE MASCHLER
------------------------------------------
Lee Maschler
February 18, 2005

MATTHEW MASCHLER
------------------------------------------
Matthew Maschler
February 18, 2005