UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
CASA OLE RESTAURANTS, INC.
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(Name of Issuer)
COMMON
- --------------------------------------------------------------------------------
(Title of Class of Securities)
14712P104
------------------------------
(CUSIP Number)
David Nierenberg, The D3 Family Fund, 19605 NE 8th St., Camas, WA 98607
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(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
6/19/97
-------------------------------
(Date of Event which Requires
Filing of this Statement)
*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 the disclosures provided in a prior cover page.
The information required in 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).
1 of 11
<PAGE>
SCHEDULE 13D
------------
CUSIP No. 14712P104 Page 2 of 11
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The D3 Family Fund, L.P. (David Nierenberg is President of the General
Partner, which is Nierenberg Investment Management Company.)
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
3) SEC USE ONLY _____________________________________________________________
4) SOURCE OF FUNDS
WC
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
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7) SOLE VOTING POWER
NUMBER OF
210,000 common shares (5.8%)
SHARES --------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 0
--------------------------------------------------
EACH
9) SOLE DISPOSITIVE POWER
REPORTING
210,000
PERSON --------------------------------------------------
WITH 10) SHARED DISPOSITIVE POWER
0
--------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Aggregate amount owned is 225,000 shares (6.3%)
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12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
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14) TYPE OF REPORTING PERSON*
PN
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<PAGE>
SCHEDULE 13D
------------
CUSIP No. 14712P104 Page 3 of 11
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Haredale, Ltd.
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
3) SEC USE ONLY _____________________________________________________________
4) SOURCE OF FUNDS
WC
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
The Bahamas
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7) SOLE VOTING POWER
NUMBER OF
9,000 common shares (0.25%)
SHARES --------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 0
--------------------------------------------------
EACH
9) SOLE DISPOSITIVE POWER
REPORTING
9,000
PERSON --------------------------------------------------
WITH 10) SHARED DISPOSITIVE POWER
0
--------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Aggregate amount owned is 225,000 shares (6.3%)
--------------------------------------------------------------------------
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
--------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
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14) TYPE OF REPORTING PERSON*
CO
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<PAGE>
SCHEDULE 13D
------------
CUSIP No. 14712P104 Page 4 of 11
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sharptown Limited
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
3) SEC USE ONLY _____________________________________________________________
4) SOURCE OF FUNDS
WC
--------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Channel Islands, British Isles
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7) SOLE VOTING POWER
NUMBER OF
1,500 common shares (0.04%)
SHARES --------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 0
--------------------------------------------------
EACH
9) SOLE DISPOSITIVE POWER
REPORTING
1,500
PERSON --------------------------------------------------
WITH 10) SHARED DISPOSITIVE POWER
0
--------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Aggregate amount owned is 225,000 shares (6.3%)
--------------------------------------------------------------------------
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
--------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
--------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
PN
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<PAGE>
SCHEDULE 13D
------------
CUSIP No. 14712P104 Page 5 of 11
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James Henry Hildebrandt
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
3) SEC USE ONLY _____________________________________________________________
4) SOURCE OF FUNDS
WC
--------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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7) SOLE VOTING POWER
NUMBER OF
3,000 common shares (0.1%)
SHARES --------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 0
--------------------------------------------------
EACH
9) SOLE DISPOSITIVE POWER
REPORTING
3,000
PERSON --------------------------------------------------
WITH 10) SHARED DISPOSITIVE POWER
0
--------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Aggregate amount owned is 225,000 shares (6.3%)
--------------------------------------------------------------------------
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
--------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
--------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
IN
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<PAGE>
SCHEDULE 13D
------------
CUSIP No. 14712P104 Page 6 of 11
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Toxford Corporation
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
3) SEC USE ONLY _____________________________________________________________
4) SOURCE OF FUNDS
WC
--------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Channel Islands, British Isles
--------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF
1,500 common shares (0.04%)
SHARES --------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 0
--------------------------------------------------
EACH
9) SOLE DISPOSITIVE POWER
REPORTING
1,500
PERSON --------------------------------------------------
WITH 10) SHARED DISPOSITIVE POWER
0
--------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Aggregate amount owned is 225,000 shares (6.3%)
--------------------------------------------------------------------------
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
--------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
--------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
CO
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<PAGE>
Page 7 of 11
Item 1. Security and Issuer
Common stock of Casa Ole Restaurants, Inc. (CASA), 1135 Edgebrook,
Houston, Texas 77034-1899.
Item 2. Identity and Background
The D3 Family Fund, L.P., a Washington State partnership, whose
principal business is investing in the equities of public micro-cap
issuers. Located at 19605 N.E. 8th St., Camas, Washington 98607.
No convictions or administrative proceedings as described in
Item 2(d) and (e).
Item 3. Source and Amount of Funds or Other Consideration
Source of funds is money invested in the partnership by its partners.
Aggregate amount invested in CASA shares purchased by the partnership
is $1,833,825, including commissions.
Item 4. Purpose of Transaction
The purposes of purchasing the shares were (1) for investment, and (2)
for the purpose of influencing the board of directors and management of
CASA to take actions to improve the share price because the share price
is undervalued in light of the Company's strong management quality,
profitability and cash flow, and growth prospects. Such actions might
include the development of a more pro-active financial public relations
strategy, including, but not limited to, the recruitment of additional
research coverage and market makers, regular visits to institutional
shareholders and prospective shareholders, and participation in
investment conferences. The goals of such actions would be to make
stock options valuable as a tool for recruiting and retaining
management, to facilitate the use of CASA's stock as a means of
acquiring other companies, and to build an appetite in the public
markets for a successful secondary offering by CASA sometime in 1998 so
that the Company can continue its aggressive growth ramp. None of the
other actions described in Items 4(a)-(j) are currently contemplated.
Item 5. Interest in Securities of the Issuer
(a,b) D3 owns, and has sole voting and dispositive power over, 210,000
common shares of CASA (5.8%). In addition, 15,000 more common
shares of CASA are owned by four foreign investors on whose
behalf Mr. Nierenberg is authorized to trade: Haredale, a
Bahamian corporation which owns 9,000 shares; James Henry
Hildebrandt, a Canadian citizen who owns 3,000 shares;
Sharptown, Ltd., a Channel Islands corporation which owns 1,500
shares; and Toxford Corporation, a Channel Islands corporation
which owns 1,500 shares. Aggregating these four entities and the
individual, the group controls 225,000 CASA shares (6.3%).
(c) D3's transactions in the last 60 days were the purchase of
50,000 common shares of CASA through Morgan Keegan at $8.50 per
share on June 19, 1997.
(d) N/A
(e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
N/A for D3.
Item 7. Material to be Filed as Exhibits
N/A
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.
June 26, 1997 DAVID NIERENBERG
- --------------- ------------------------------------
Date David Nierenberg
President
Nierenberg Investment Management
Company, Inc., the General Partner
Of The D3 Family Fund, L.P.
<PAGE>
Page 8 of 11
Item 1. Security and Issuer
Common stock of Casa Ole Restaurants, Inc. (CASA), 1135 Edgebrook,
Houston, Texas 77034-1899.
Item 2. Identity and Background
(a) Haredale Ltd., a Bahamian corporation.
(b) P.O. Box N-4465, Nassau, New Providence, The Bahamas.
(c) Haredale is in the investment business at the address above.
(d) None
(e) None
(f) The Bahamas.
Item 3. Source and Amount of Funds or Other Consideration
Haredale owns, and Mr. Nierenberg has sole voting and dispositive
power over, its 9,000 shares.
Item 4. Purpose of Transaction
The purposes of purchasing the shares were (1) for investment, and (2)
for the purpose of influencing the board of directors and management of
CASA to take actions to improve the share price because the share price
is undervalued in light of the Company's strong management quality,
profitability and cash flow, and growth prospects. Such actions might
include the development of a more pro-active financial public relations
strategy, including, but not limited to, the recruitment of additional
research coverage and market makers, regular visits to institutional
shareholders and prospective shareholders, and participation in
investment conferences. The goals of such actions would be to make
stock options valuable as a tool for recruiting and retaining
management, to facilitate the use of CASA's stock as a means of
acquiring other companies, and to build an appetite in the public
markets for a successful secondary offering by CASA sometime in 1998 so
that the Company can continue its aggressive growth ramp. None of the
other actions described in Items 4(a)-(j) are currently contemplated.
Item 5. Interest in Securities of the Issuer
(a,b) Haredale owns, and Mr. Nierenberg has sole voting and
dispositive power over, its 9,000 shares.
(c) None
(d) N/A
(e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Haredale pays Mr. Nierenberg an annual management fee and a share
of its net profits for his personal management of its accounts.
Item 7. Material to be Filed as Exhibits
N/A
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.
June 26, 1997 DAVID NIERENBERG
- --------------- ------------------------------------
Date David Nierenberg
Authorized to trade for
Haredale, Ltd.
<PAGE>
Page 9 of 11
Item 1. Security and Issuer
Common stock of Casa Ole Restaurants, Inc. (CASA), 1135 Edgebrook,
Houston, Texas 77034-1899.
Item 2. Identity and Background
(a) Sharptown Limited, a Channel Islands corporation.
(b) P.O. Box 404, Pirouet House, Union St., St. Helier, Jersey
JE4 9WG, Channel Islands, British Isles.
(c) Sharptown Limited is in the investment business at the address
above.
(d) None
(e) None
(f) Channel Islands, British Isles.
Item 3. Source and Amount of Funds or Other Consideration
Sharptown Limited owns, and Mr. Nierenberg has sole voting and
dispositive power over, its 1,500 shares.
Item 4. Purpose of Transaction
The purposes of purchasing the shares were (1) for investment, and (2)
for the purpose of influencing the board of directors and management of
CASA to take actions to improve the share price because the share price
is undervalued in light of the Company's strong management quality,
profitability and cash flow, and growth prospects. Such actions might
include the development of a more pro-active financial public relations
strategy, including, but not limited to, the recruitment of additional
research coverage and market makers, regular visits to institutional
shareholders and prospective shareholders, and participation in
investment conferences. The goals of such actions would be to make
stock options valuable as a tool for recruiting and retaining
management, to facilitate the use of CASA's stock as a means of
acquiring other companies, and to build an appetite in the public
markets for a successful secondary offering by CASA sometime in 1998 so
that the Company can continue its aggressive growth ramp. None of the
other actions described in Items 4(a)-(j) are currently contemplated.
Item 5. Interest in Securities of the Issuer
(a,b) Sharptown Limited owns, and Mr. Nierenberg has sole voting and
dispositive power over, its 1,500 shares.
(c) None
(d) N/A
(e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Sharptown Limited pays Mr. Nierenberg an annual management fee and a
share of its net profits for his personal management of its accounts.
Item 7. Material to be Filed as Exhibits
N/A
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.
June 26, 1997 DAVID NIERENBERG
- --------------- ------------------------------------
Date David Nierenberg
Authorized to trade for
Sharptown Limited
<PAGE>
Page 10 of 11
Item 1. Security and Issuer
Common stock of Casa Ole Restaurants, Inc. (CASA), 1135 Edgebrook,
Houston, Texas 77034-1899.
Item 2. Identity and Background
(a) James Henry Hildebrandt, an individual who is a citizen of Canada,
resident in Hong Kong.
(b) c/o Bain & Company, Tenth Floor, One Pacific Place, 88 Queensway,
Hong Kong.
(c) Mr. Hildebrandt is in the management consulting business.
(d) None
(e) None
(f) Canada
Item 3. Source and Amount of Funds or Other Consideration
Mr. Hildebrandt owns, and Mr. Nierenberg has sole voting and
dispositive power over, his 3,000 shares.
Item 4. Purpose of Transaction
The purposes of purchasing the shares were (1) for investment, and (2)
for the purpose of influencing the board of directors and management of
CASA to take actions to improve the share price because the share price
is undervalued in light of the Company's strong management quality,
profitability and cash flow, and growth prospects. Such actions might
include the development of a more pro-active financial public relations
strategy, including, but not limited to, the recruitment of additional
research coverage and market makers, regular visits to institutional
shareholders and prospective shareholders, and participation in
investment conferences. The goals of such actions would be to make
stock options valuable as a tool for recruiting and retaining
management, to facilitate the use of CASA's stock as a means of
acquiring other companies, and to build an appetite in the public
markets for a successful secondary offering by CASA sometime in 1998 so
that the Company can continue its aggressive growth ramp. None of the
other actions described in Items 4(a)-(j) are currently contemplated.
Item 5. Interest in Securities of the Issuer
(a,b) Mr. Hildebrandt owns, and Mr. Nierenberg has sole voting and
dispositive power over, his 3,000 shares.
(c) None
(d) N/A
(e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Mr. Hildebrandt pays Mr. Nierenberg an annual management fee and a
share of its net profits for his personal management of its accounts.
Item 7. Material to be Filed as Exhibits
N/A
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.
June 26, 1997 DAVID NIERENBERG
- --------------- ------------------------------------
Date David Nierenberg
Authorized to trade for
John Henry Hildebrandt
<PAGE>
Page 11 of 11
Item 1. Security and Issuer
Common stock of Casa Ole Restaurants, Inc. (CASA), 1135 Edgebrook,
Houston, Texas 77034-1899.
Item 2. Identity and Background
(a) Toxford Corporation, a Channel Islands corporation.
(b) P.O. Box 3048, St. Andrews House, Le Bordage, St. Peter Port,
Guernsey, Channel Islands, British Isles.
(c) Toxford Corporation is in the investment business at the address
above.
(d) None
(e) None
(f) Channel Islands, British Isles.
Item 3. Source and Amount of Funds or Other Consideration
Toxford Corporation owns, and Mr. Nierenberg has sole voting and
dispositive power over, its 1,500 shares.
Item 4. Purpose of Transaction
The purposes of purchasing the shares were (1) for investment, and (2)
for the purpose of influencing the board of directors and management of
CASA to take actions to improve the share price because the share price
is undervalued in light of the Company's strong management quality,
profitability and cash flow, and growth prospects. Such actions might
include the development of a more pro-active financial public relations
strategy, including, but not limited to, the recruitment of additional
research coverage and market makers, regular visits to institutional
shareholders and prospective shareholders, and participation in
investment conferences. The goals of such actions would be to make
stock options valuable as a tool for recruiting and retaining
management, to facilitate the use of CASA's stock as a means of
acquiring other companies, and to build an appetite in the public
markets for a successful secondary offering by CASA sometime in 1998 so
that the Company can continue its aggressive growth ramp. None of the
other actions described in Items 4(a)-(j) are currently contemplated.
Item 5. Interest in Securities of the Issuer
(a,b) Toxford Corporation owns, and Mr. Nierenberg has sole voting and
dispositive power over, its 1,500 shares.
(c) None
(d) N/A
(e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Toxford Corporation pays Mr. Nierenberg an annual management fee and a
share of its net profits for his personal management of its accounts.
Item 7. Material to be Filed as Exhibits
N/A
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.
June 26, 1997 DAVID NIERENBERG
- --------------- ------------------------------------
Date David Nierenberg
Authorized to trade for
Toxford Corporation
