<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.1)
Chicago Pizza & Brewery, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
167889104
- --------------------------------------------------------------------------------
(CUSIP Number)
Allyn R. Burroughs
5075 Spyglass Hill Drive
Las Vegas, NV 89122
- --------------------------------------------------------------------------------
(Name, address, and telephone number of Person
authorized to Receive Notices and Communications)
November 13, 1997
- --------------------------------------------------------------------------------
(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. / /
Check the following box if a fee is being paid with the statement. /x/
<PAGE>
SCHEDULE 13D
CUSIP No. 83608K 107 Page 2 of 7 Pages
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
ASSI, Inc.
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) / /
OF A GROUP* (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
Nevada
- -------------------------------------------------------------------------------
Number of Shares (7) SOLE VOTING POWER
BENEFICIALLY OWNED 3,473,134
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING POWER
None
--------------------------------------------------
(9) SOLE DISPOSITIVE POWER
3,473,134
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
None
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,473,134
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN / /
SHARES*
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.1%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 83608K 107 Page 3 of 7 Pages
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Louis Habash
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) / /
OF A GROUP* (b) / /
- -------------------------------------------------------------------------------
(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(e)
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
US
- -------------------------------------------------------------------------------
Number of Shares (7) SOLE VOTING POWER
BENEFICIALLY OWNED 26,172
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING POWER
3,473,134
--------------------------------------------------
(9) SOLE DISPOSITIVE POWER
26,172
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
3,473,134
------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,499,306
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN / /
SHARES*
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.4%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 3 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
STATEMENT ON SCHEDULE 13D
This Amendment No. 1 to Schedule 13D is filed by ASSI, Inc., a
Nevada corporation ("ASSI"), and Louis Habash ("Habash") to amend and update
the Schedule 13D dated December 11, 1996 (the "Original Schedule 13D"). All
capitalized terms not otherwise defined herein shall have the meanings
assigned to them in the Original Schedule 13D. Items not included in this
Amendment are either not amended or not applicable.
The purpose of this Amendment No. 1 is to reflect the sale by ASSI
on November 13, 1997 of 351,866 shares of Common Stock of the Company in the
open market.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is amended to read as folllows:
ASSI beneficially owns 3,473,134 shares of Common Stock. Of this
amount, 3,200,000 are pursuant to currently exercisable warrants and the
remaining 273,134 shares are shares held of record by ASSI. Of the 273,134
shares owned by ASSI, 148,134 shares were part of an aggregate of 500,000
shares acquired in October 1996 upon the conversion of a loan in the
principal amount of $2,000,000 made by ASSI to the Company in March 1996 (the
"Bridge Loan"), which Bridge Loan automatically converted into 500,000
Page 4 of 7 Pages
<PAGE>
shares and 3,000,000 warrants upon the closing of the Company's initial
public offering. The remaining 125,000 shares owned by ASSI were acquired in
an open market purchase at $5.00 per share in December 1996. Of the
3,200,000 warrants held by ASSI, 3,000,000 warrants were acquired in October
1996 upon the automatic conversion of the Bridge Loan and the remaining
200,000 warrants were acquired in February 1996 in exchange for consulting
services provided by ASSI to the Company. All funds used by ASSI to make the
Bridge Loan which was converted into the 500,000 shares and the 3,000,000
warrants and to make the open market purchase of 125,000 shares were working
capital funds of ASSI and it is expected that working capital funds would be
used to exercise the warrants.
Habash, as sole shareholder of ASSI, beneficially owns all of the
shares owned by ASSI, and also owns 26,172 shares individually. The 26,172
shares owned by Habash were purchased from the Company in January 1995 in a
private placement of units consisting of notes and common stock. Habash
purchased the 26,172 shares and notes in the principal amount of $100,000 for
$100,000 in personal funds.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date of this Schedule, ASSI was the beneficial owner
of 3,473,134 shares of Common Stock representing approximately 36.1% of the
9,608,321 outstanding shares of Common Stock (assuming shares issuable upon
exercise of ASSI's warrants are outstanding) based upon the information
contained in the Company's Annual Report on Form 10-K for the year ended
December 31, 1996. Of this amount, 3,200,000 shares are beneficially owned
pursuant to currently exercisable warrants.
As sole shareholder of ASSI, Habash beneficially owns all of the
shares of Common Stock beneficially owned by ASSI, plus an additional 26,172
shares directly owned by him, for an aggregate beneficial ownership of
3,499,306 shares representing approximately 36.4% of the outstanding Common
Stock (assuming shares issuable upon exercise of ASSI's warrants are
outstanding).
Burroughs and James are not the beneficial owner of any shares of
Common Stock and specifically disclaim any beneficial ownership in the shares of
Common Stock beneficially owned by ASSI.
(b) ASSI has sole power to vote or direct the vote and to dispose
or direct the disposition of the 3,473,134 shares of Common Stock
beneficially owned by it. Habash, as sole shareholder of ASSI, shares the
power to vote or direct the vote, and to dispose or direct the disposition of,
Page 5 of 7 Pages
<PAGE>
the Common Stock held by ASSI. Habash has sole power to vote or direct the vote
and to dispose or direct the disposition of the 26,172 shares of Common Stock
held by him.
(c) On November 13, 1997, ASSI sold 351,866 shares of Common Stock
in the open market at $1.584 per share
(d) - (e) Not applicable.
Page 6 of 7 Pages
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Dated: November 26, 1997 ASSI, INC.
By: /s/ Louis Habash
--------------------------------
Louis Habash, President
/s/ Louis Habash
-----------------------------------
Louis Habash
Page 7 of 7 Pages
