UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
FAMOUS DAVE'S OF AMERICA, INC.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
307068106
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(CUSIP Number)
June 30, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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).
(Continued on following page(s))
Page 1 of 8 Pages
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CUSIP No. 307068106
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Van Wagoner Capital Management, Inc. - 94-3235240
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
=========================== ========= ==========================================
5 SOLE VOTING POWER
NUMBER OF
-0-
SHARES ========= ==========================================
6 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
========= ==========================================
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 879,600
PERSON ========= ==========================================
8 SHARED DISPOSITIVE POWER
WITH
-0-
=========== ====================================================================
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
879,600
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
Not Applicable
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.0% 1
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12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
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1 Based upon an aggregate of 8,837,590 shares outstanding as of May 10, 1999.
Page 2 of 8 Pages
<PAGE>
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CUSIP No. 307068106
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Van Wagoner Funds, Inc. - 39-1836333, 39-1836332, 94-3256424
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
=========================== ========= ==========================================
5 SOLE VOTING POWER
NUMBER OF
812,650
SHARES ========= ==========================================
6 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
========= ==========================================
EACH 7 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON ========= ==========================================
8 SHARED DISPOSITIVE POWER
WITH
-0-
=========== ====================================================================
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
812,650
=========== ====================================================================
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
Not Applicable
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.2% 2
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12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IV
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2 Based upon an aggregate of 8,837,590 shares outstanding as of May 10, 1999.
<PAGE>
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CUSIP No. 307068106
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Item 1(a). Name of Issuer:
Famous Dave's of America, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
12700 Industrial Park Boulevard
Plymouth, Minnesota 55441
Item 2(a). Name of Person Filing:
The persons filing this Schedule 13G are (i) Van
Wagoner Capital Management, Inc., an investment
adviser registered under Section 203 of the
Investment Advisers Act of 1940 and (ii) Van Wagoner
Funds, Inc., an investment company registered under
the Investment Company Act of 1940. Van Wagoner
Funds, Inc. has three portfolios, each with a
separate I.R.S. identification number, Van Wagoner
Emerging Growth Fund, Van Wagoner Micro-Cap Fund and
Van Wagoner Post-Venture Fund. Van Wagoner Capital
Management, Inc. is the investment adviser to Van
Wagoner Funds, Inc. Attached as Exhibit 1 hereto,
which is incorporated by reference herein, is an
agreement between Van Wagoner Capital Management,
Inc. and Van Wagoner Funds, Inc. that this Schedule
13G is filed on behalf of each of them.
Item 2(b). Address of Principal Business Office or, if none,
Residence:
345 California Street, Suite 2450
San Francisco, CA 94104
(for both Van Wagoner Capital Management, Inc. and
Van Wagoner Funds, Inc.)
Item 2(c). Citizenship:
Van Wagoner Capital Management, Inc. is a Delaware
corporation.
Van Wagoner Funds, Inc. is a Maryland corporation.
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
307068106
Page 4 of 8 Pages
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CUSIP No. 307068106
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Item 3. If this statement is filed pursuant to Rules
13d-1(b), or 13d-2(b) or (c), check whether the person
filing is a
[ ] Broker or dealer registered under section 15
of the Act (15 U.S.C. 78o).
[ ] Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
[ ] Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C. 78c).
|X| Investment company registered under section 8
of the Investment Company Act of 1940 (15
U.S.C. 80a-8).
|X| An investment adviser in accordance with ss.
240.13d-1(b)(1)(ii)(E).
[ ] An employee benefit plan or endowment fund in
accordance with ss. 240.13d-1(b)(1)(ii)(F).
[ ] A parent holding company or control person in
accordance with ss. 240.13d-1(b)(1)(ii)(G).
[ ] A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813);
[ ] A church plan that is excluded from the
definition of an investment company under
section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);
[ ] Group, in accordance with ss.240.13d-1(b)(1)
(ii)(J).
Item 4. Ownership
Van Wagoner Capital Management, Inc.
(a) Amount Beneficially Owned: 879,600*
(b) Percent of Class: 10.0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: -0-
(ii) shared power to vote or to direct the vote:
-0-
(iii) sole power to dispose or to direct the
disposition of: 879,600
(iv) shared power to dispose or to direct the
disposition of: -0-
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* Van Wagoner Capital Management, Inc. and Van Wagoner Funds, Inc.
share beneficial ownership over the same 812,650 shares.
Page 5 of 8 Pages
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CUSIP No. 307068106
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Van Wagoner Funds, Inc.
(a) Amount Beneficially Owned: 812,650*
(b) Percent of Class: 9.2%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
812,650
(ii) shared power to vote or to direct the vote:
-0-
(iii) sole power to dispose or to direct the
disposition of: -0-
(iv) shared power to dispose or to direct the
disposition of: -0-
Item 5. Ownership of Five Percent or Less of a Class.
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
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* Van Wagoner Capital Management, Inc. and Van Wagoner Funds, Inc.
share beneficial ownership over the same 812,650 shares.
Page 6 of 8 Pages
<PAGE>
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CUSIP No. 307068106
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Item 10. Certification.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business
and were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any
transaction having that purpose or effect.
Exhibits.
1. Agreement to file Schedule 13G jointly.
SIGNATURE
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.
July 8, 1999
Date
VAN WAGONER CAPITAL MANAGEMENT, INC.
By: /s/ Garrett R. Van Wagoner
Garrett R. Van Wagoner, President
VAN WAGONER FUNDS, INC.
By: /s/ Garrett R. Van Wagoner
Garrett R. Van Wagoner, President
Page 7 of 8 Pages
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CUSIP No. 450707104
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EXHIBIT 1
AGREEMENT, dated as of July 8, 1999, by and among Van Wagoner Capital
Management, Inc., a Delaware corporation and Van Wagoner Funds, Inc., a Maryland
corporation.
WHEREAS, in accordance with Rule 13d-1(k) of the Securities Exchange
Act of 1934 (the "Act"), only one such statement need be filed whenever two or
more persons are required to file a statement pursuant to Section 13(d) of the
Act with respect to the same securities, provided that said persons agree in
writing that such statement is filed on behalf of each of them.
NOW, THEREFORE, in consideration of the premises and mutual
agreements herein contained, the parties hereto agree as follows:
Both Van Wagoner Capital Management, Inc. and Van Wagoner Funds, Inc.
hereby agree, in accordance with Rule 13d-1(k) under the Act, to file one
Statement on Schedule 13G relating to their ownership of the Common Stock of
Famous Dave's of America, Inc., and hereby further agree that said Statement
shall be filed on behalf of both Van Wagoner Capital Management, Inc. and Van
Wagoner Funds, Inc. Nothing herein shall be deemed to be an admission that the
parties hereto, or any of them, are members of a "group" (within the meaning of
Section 13(d) of the Act and the rules promulgated thereunder) with respect to
any securities of Famous Dave's of America, Inc.
IN WITNESS WHEREOF, the parties have executed this agreement as of
the date first written above.
VAN WAGONER CAPITAL MANAGEMENT, INC.
By: /s/ Garrett R. Van Wagoner
Garrett R. Van Wagoner, President
VAN WAGONER FUNDS, INC.
By: /s/ Garrett R. Van Wagoner
Garrett R. Van Wagoner, President
Page 8 of 8 Pages
