SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Million Dollar Saloon, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common stock, par value $0.001 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
601065105
- --------------------------------------------------------------------------------
(CUSIP Number)
Richard B. Goodner
901 Main Street, Suite 6000
Dallas, Texas 75202
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 9, 1999
- --------------------------------------------------------------------------------
(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(b)(3) or (4), check the following box o.
Check the following box if a fee is being paid with the statement o. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
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).
Page 1
<PAGE>
CUSIP NO.601065105 13D Page 2
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Linda Weaver
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(a) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 900,000
OWNED BY ----------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 2,573,898 (includes 2,283,298 shares owned
WITH directly by W-W Investments, L.L.P., and 290,600
shares owned directly by Diamond Production of
Oklahoma, L.P.)
----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
900,000
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,573,898
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,473,898
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO.601065105 13D Page 3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven Wheeler
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
FP
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(a) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 218,000
OWNED BY ----------------------------------------------------------
EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH 2,633,574 (includes 2,283,298 shares owned
directly by W-W Investments, L.L.P., 59,676
directly owned by Diamond Production Company,
L.L.C. (which is owned by the Wheeler Trust '89,
of which Steven Wheeler is a beneficiary) and
290,600 shares owned directly by
Diamond Production of Oklahoma, L.P.)
----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
218,000
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,633,574
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,851,574
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.7%
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO.601065105 13D Page 4
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
W-W Investments, L. L. P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(a) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,283,298
OWNED BY ----------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH ----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
2,283,298
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,283,298
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO.601065105 13D Page 5
The summary descriptions contained in this report of certain agreements
and documents are qualified in their entirety by reference to the complete texts
of those agreements and documents filed as Exhibits to this Statement and
incorporated herein by reference.
Item 1. Security and Issuer.
- ------- --------------------
The title and class of equity securities to which this Statement
relates is the common stock, $0.001 par value per share, (the "Common Stock") of
Million Dollar Saloon, Inc., a Nevada corporation ("Million Dollar").
The address of the principal executive offices of Million Dollar is
6848 Greenville Avenue, Dallas, Texas 75231.
Item 2. Identity and Background.
- ------- ------------------------
The name, residence or business address and principal occupation of
each of the Reporting Persons is set forth below. None of the Reporting Persons
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) in the past five years. In the past five years, none of
the Reporting Persons was a party to a civil proceeding of a judicial or
administrative body of a competent jurisdiction which resulted in such person
being 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. All of the
natural persons who are Reporting Persons are citizens of the United States. W-W
Investments, L. L. P. is a Texas limited liability partnership.
<PAGE>
CUSIP NO.601065105 13D Page 6
- --------------------------------------------------------------------------------
Reporting Person Principal Address Principal
Occupation/Business
- --------------------------------------------------------------------------------
Linda Weaver 12805 Williams Court Investor
Oklahoma City, OK 73142
Steven Wheeler P. O. Box 167853 Investor
Irving, Texas 75016
W-W Investments, L.L.P. P. O. Box 167853 Investments
Irving, Texas 75016
Item 3. Source and Amount of Funds or Other Consideration.
- ------- --------------------------------------------------
The source of funds were personal funds of Weaver and Wheeler and funds
from affiliates of Weaver, Wheeler and W-W Investments. See Item 4 for the
amount of funds and other consideration.
Item 4. Purpose of Transaction.
- ------- -----------------------
On July 9, 1999, W-W Investments, L.L.P., a Texas registered limited
liability partnership ("W-W Investments"), acquired in a private transaction
460,001 shares of the common stock of Million Dollar Saloon, Inc. (the
"Company") from Bjorn Heyerdahl, a former officer and director of the Company,
for $299,000 ($.65 per share) and additionally acquired from Nina J. Furrh, the
President, Chief Executive Officer and a director of the Company, 1,823,297
shares of the common stock of the Company for $1,427,637 ($.7829975 per share).
The 2,283,298 shares of the Company's common stock acquired from the two
shareholders represents approximately 39.8% of the outstanding 5,731,778 shares
of the Company's common stock.
W-W Investments is an investment partnership in which the estate of
Edward Weaver, of which Linda Weaver is the independent executrix, and Steven
Wheeler are partners. In addition to the shares acquired by W-W Investments,
Linda Weaver owns 500,000 shares of the common stock and has an option from the
Company to purchase an additional 400,000 shares of common stock for $440,000 or
$1.10 per share. As a result of the acquisition of the shares by W-W Investment,
Linda Weaver owns beneficially, directly or indirectly, 3,473,898 shares of
common stock which includes the 2,283,298 shares owned by W-W Investments,
500,000 shares owned by Linda Weaver, 290,600 shares owned by Diamond Production
of Oklahoma, L.P., and 400,000 shares which may be acquired by Linda Weaver
pursuant to the option granted to her by the Company in March 1998.
As a result of the acquisition of the additional shares by W-W
Investments, Steven Wheeler beneficially owns, directly or indirectly, 2,851,574
shares of the Company's common stock which includes the 2,283,298 shares
acquired by W-W Investments, 218,000 shares owned by Steven Wheeler, 290,600
shares owned by Diamond Production of Oklahoma, L.P. and 59,676 shares owned by
Diamond Production Company L.L.C., which is owned by The Wheeler Trust '89.
<PAGE>
CUSIP NO.601065105 13D Page 7
Neither W-W Investments nor any of its partners borrowed from any third
party the funds necessary to make the purchase of the shares from the two
shareholders, nor has W-W Investments nor any of its partners pledged to a third
party any of the shares of the Company's common stock owned by them to obtain
any funds for this transaction.
Item 5. Interest in Securities of the Issuer.
- ------- -------------------------------------
The contents of the cover pages of this Statement are incorporated by
reference into this Item 5 for each Reporting Person. There have been no
transactions in Million Dollar Common Stock during the 60 days prior to July 9,
1999 (the date of event which requires filing this Statement) by Linda Weaver or
W-W Investments. Prior to April 1999, Steven Wheeler placed a sell order with a
broker whereby certain amounts of Million Dollar Common Stock would be sold
automatically if the price per share exceeded $0.50. On May 26, 1999, pursuant
to such order, 25,000 shares and 15,000 shares of Million Dollar Common Stock
were sold at $0.75 per share on behalf of Steven Wheeler and Diamond Production
Company, L.L.C., respectively. Such sales were made on OTC.
Item 6. Contracts, Arrangements, Understandings or Relationships with
- ------- Respect to Securities of the Issuer.
--------------------------------------------------------------
Except as set forth herein, to the knowledge of the Reporting Persons
there are no contracts, arrangements, understandings or relationships (legal or
otherwise) among any Reporting Persons and any other person with respect to any
securities of Million Dollar.
Item 7. Material to be Filed as Exhibits.
- ------- ---------------------------------
None.
<PAGE>
CUSIP No. 58449S-10-5 13D
SIGNATURES
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.
Date: July 17, 1999 /s/ Linda Weaver
-------------------------------------------
Linda Weaver
/s/ Steven Wheeler
--------------------------------------------
Steven Wheeler
W-W INVESTMENTS, L.L.P.
By: /s/ Linda Weaver
---------------------------------------
<PAGE>
CUSIP No. 58449S-10-5 13D
Agreement
Joint Filing of Schedule 13D/A
The undersigned hereby agree to jointly prepare and file a Schedule 13D/A and
any future amendments thereto reporting each of the undersigned's ownership of
securities of Million Dollar Saloon, Inc. and hereby affirm that such Schedule
13D/A is being filed on behalf of each of the undersigned. Each party will only
be responsible for the accuracy of the information pertaining to that party and
will be responsible for that party's filing fees.
Date: July 17, 1999 /s/ Linda Weaver
--------------------------------------------
Linda Weaver
/s/ Steven Wheeler
--------------------------------------------
Steven Wheeler
W-W INVESTMENTS, L.L.P.
By: /s/ Linda Weaver
----------------------------------------
