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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _______)*
Chicago Pizza & Brewery, Inc.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
- -------------------------------------------------------------------------------
(Title of Class of Securities)
167889104
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(CUSIP Number)
Gary S. Mendoza
Riordan & McKinzie
300 South Grand Avenue, Suite 2900
Los Angeles, CA 90071
(213) 629-4824
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 4, 1998
- -------------------------------------------------------------------------------
(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. |_|
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 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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
SEC 1746 (10-97)
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<PAGE>
<TABLE>
<S> <C>
CUSIP No.
- -------------------- -------------------------------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Alex Meruelo
La Pizza Loca, Inc.; 95-4238101
- -------------- ----- -------------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) X
(B)
- -------------- ----- --------- ---------------------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------- ----- ------------------------------------ -----------------------------------------------------------------
4. SOURCE OF FUNDS (SEE INSTRUCTIONS) PF
- -------------- ----- ---------------------------------------- -------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
- -------------- ----- -------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION ALEX MERUELO, USA CITIZEN
LA PIZZA LOCA, INC., CALIF. CORPORATION
- -------------- ----- ------------------------------------------------ -----------------------------------------------------
- -------------- ----- -------------------------------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER ALEX MERUELO--474,000 SHARES
SHARES LA PIZZA LOCA, INC.--0 SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
- -------------------- ------------------------------------ -----------------------------------------------------------------
8. SHARED VOTING POWER
--------------- ------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER ALEX MERUELO--474,000 SHARES
LA PIZZA LOCA, INC.--0 SHARES
---------------------------------------------- ----------------------------------------
10. SHARED DISPOSITIVE POWER
---------------------------------------------- ----------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 474,000 SHARES
- -------------- ----- ---------------------------------------------------------------------------------- --------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
- -------------- ----- -------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.4
- -------------- ----- ----------------------------------------------------------------- -------------------------------------
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
-------------------------- -- ------ --------------- ---------------- --------------------
ALEX MERUELO--IN; LA PIZZA LOCA, INC.--CO
-------------------------------------------------------------------------------------------------------
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.
- ----------------- ----------------------------------------------------------------------------------------------------------
DATE DECEMBER 14, 1998 DECEMBER 14, 1998
- ----------------- ----------------------------------------------------------------------------------------------------------
SIGNATURE
- ----------------- ----------------------------------------------------------------------------------------------------------
NAME/TITLE ALEX MERUELO ALEX MERUELO, PRESIDENT, LA PIZZA
LOCA, INC.
</TABLE>
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ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) LA PIZZA LOCA 13D
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<PAGE>
STATEMENT ON SCHEDULE 13D
ITEM 1 SECURITY AND ISSUER
THIS STATEMENT ON SCHEDULE 13D (THIS "STATEMENT") RELATES TO THE
COMMON STOCK, NO PAR VALUE (THE "COMMON STOCK") OF CHICAGO PIZZA & BREWERY,
INC., A CALIFORNIA CORPORATION (THE "COMPANY"), WHOSE PRINCIPAL EXECUTIVE OFFICE
IS LOCATED AT 26131 MARGUERITE PARKWAY, SUITE A, MISSION VIEJO, CA 92692.
ITEM 2 IDENTITY AND BACKGROUND
THIS STATEMENT IS FILED ON BEHALF OF ALEX MERUELO, AN INDIVIDUAL AND
UNITED STATES CITIZEN ("MERUELO"), AND LA PIZZA LOCA, INC., A CALIFORNIA
CORPORATION ("LA PIZZA LOCA"). MERUELO'S AND LA PIZZA LOCA'S PRINCIPAL BUSINESS
ADDRESS IS 7920 ORANGETHORPE AVENUE, BUENA PARK, CA 90620. MERUELO IS THE
PRESIDENT AND CHIEF EXECUTIVE OFFICER OF LA PIZZA LOCA AND OWNS 95% OF LA PIZZA
LOCA'S ISSUED AND OUTSTANDING COMMON STOCK. LA PIZZA LOCA IS ENGAGED IN THE
BUSINESS OF OPERATING A CHAIN OF DELIVERY AND TAKE-OUT PIZZA RESTAURANTS IN THE
SOUTHERN CALIFORNIA AREA.
MERUELO IS THE SOLE DIRECTOR AND EXECUTIVE OFFICER OF LA PIZZA LOCA.
DURING THE LAST FIVE YEARS, MERUELO HAS NOT BEEN CONVICTED IN ANY CRIMINAL
PROCEEDING OR BEEN A PARTY TO A CIVIL PROCEEDING OF A JUDICIAL OR ADMINISTRATIVE
BODY OF COMPETENT JURISDICTION AND, AS A RESULT OF SUCH PROCEEDING, WAS OR IS
SUBJECT TO A JUDGMENT, DECREE OR FINAL ORDER (I) ENJOINING FUTURE VIOLATIONS OF,
OR PROHIBITING OR MANDATING ACTIVITIES SUBJECT TO FEDERAL OR STATE SECURITIES
LAWS OR (II) FINDING ANY VIOLATION WITH RESPECT TO SUCH LAWS.
ITEM 3 SOURCE AND AMOUNT OF FUNDS
MERUELO'S PURCHASES OF SHARES OF COMMON STOCK REPORTED IN THIS
STATEMENT WERE FINANCED THROUGH THE USE OF PERSONAL FUNDS.
ITEM 4 PURPOSE OF THE TRANSACTION
MERUELO'S PURCHASES OF THE SHARES OF COMMON STOCK REPORTED IN THIS
STATEMENT WERE MADE IN ADVANCE OF MERUELO'S AND LA PIZZA LOCA'S EFFORTS TO
ACQUIRE THE COMPANY. MERUELO AND LA PIZZA LOCA INTEND TO PURSUE AN
ACQUISITION OF THE COMPANY. A COPY OF THE ACQUISITION PROPOSAL THAT LA PIZZA
LOCA INTENDS TO PRESENT TO THE COMPANY'S BOARD OF DIRECTORS IS ATTACHED TO
STATEMENT AS EXHIBIT 1. UNDER SUCH PROPOSAL, THE COMPANY WOULD MERGE INTO A
CORPORATION THAT LA PIZZA LOCA WOULD FORM, AND EACH SHARE OF COMMON STOCK,
OTHER THAN SHARES HELD BY TWO MEMBERS OF THE COMPANY'S MANAGEMENT, WOULD BE
CONVERTED INTO THE RIGHT TO RECEIVE THE MERGER CONSIDERATION IN CASH. LA
PIZZA LOCA WOULD PROVIDE UP TO $500,000 OF ADDITIONAL EQUITY FINANCING IN
CONNECTION WITH SUCH ACQUISITION, AND THE BALANCE OF THE NECESSARY FINANCING
WOULD BE OBTAINED THROUGH A CREDIT FACILITY SECURED BY LA PIZZA LOCA'S OTHER
ASSETS AND THE ASSETS OF THE COMPANY.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
EXHIBIT 2 ATTACHED HERETO SETS FORTH THE DATE, NUMBER OF SHARES
PURCHASED ON SUCH DATE AND THE RELEVANT PURCHASE PRICE FOR THE 324,000 SHARES
OF COMMON STOCK THAT MERUELO HAS PURCHASED DURING THE 60-DAY PERIOD PRECEDING
THE FILING OF THIS STATEMENT. AS A RESULT OF SUCH PURCHASES, MERUELO AND LA
PIZZA LOCA ARE THE BENEFICIAL HOLDERS OF APPROXIMATELY 7.4% OF THE COMPANY'S
OUTSTANDING COMMON STOCK. A COPY OF THE JOINT ACQUISITION STATEMENT REQUIRED
BY RULE 13D-1(F) IS ATTACHED TO THIS STATEMENT AS EXHIBIT 3.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
NEITHER MERUELO NOR LA PIZZA LOCA NOR ANY OF LA PIZZA LOCA'S OTHER
EXECUTIVE OFFICERS OR DIRECTORS HAS ENTERED INTO ANY CONTRACT, ARRANGEMENT,
UNDERSTANDING OR
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<PAGE>
RELATIONSHIP (LEGAL OR OTHERWISE) WITH ANY PERSON WITH RESPECT TO ANY
SECURITIES OF THE COMPANY.
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
SEE EXHIBIT 1, EXHIBIT 2 AND EXHIBIT 3 ATTACHED HERETO.
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<PAGE>
EXHIBIT 1
PROPOSAL LETTER
LA PIZZA LOCA, INC.
7920 ORANGETHORPE AVENUE
BUENA PARK, CA 90620
December 14, 1998
Board of Directors
Chicago Pizza & Brewery, Inc.
26131 Marguerite Parkway, Suite A
Mission Viejo, CA 92692
Re: Proposed Merger Transaction
---------------------------
Gentlemen:
I would like to propose to you a transaction whereby La Pizza Loca, Inc. ("La
Pizza Loca") would acquire all of the issued and outstanding stock of Chicago
Pizza & Brewery, Inc. ("Chicago Pizza"). The essential terms of this proposal
are as follows:
1. PURCHASE PRICE; TRANSACTION STRUCTURE. Under the terms of our proposal, each
holder of shares of Chicago Pizza Common Stock, other than the members of
management identified below and Alex Meruelo, the President of La Pizza Loca,
would receive $2.00 per share in cash upon the completion of the acquisition.
This acquisition would be structured as a merger between Chicago Pizza and a
corporation that La Pizza Loca would form.
2. FINANCING. The undersigned recently completed the purchase of approximately
500,000 shares of Chicago Pizza Common Stock utilizing personal funds. La Pizza
Loca intends to provide up to $500,000 of additional equity financing for this
acquisition and to obtain the balance of the acquisition financing through a
bank credit facility secured by La Pizza Loca's other assets and the assets of
Chicago Pizza. La Pizza Loca has presented this proposal to a bank with which La
Pizza Loca has a long-standing relationship, and they have indicated their
willingness to provide this financing. In any event, La Pizza Loca's obligations
to complete this acquisition under the definitive merger agreement that it is
prepared to negotiate would not be subject to financing.
3. CONDITIONS TO CONSUMMATION OF THE PROPOSED MERGER. La Pizza Loca's obligation
to consummate the transaction contemplated by this letter would be subject to
(i) the execution of a definitive agreement in a form mutually acceptable to La
Pizza Loca and Chicago Pizza, (ii) approval of the merger by the La Pizza Loca
and Chicago Pizza Boards of Directors and by the affirmative vote of holders of
a majority of the shares of Chicago Pizza Common Stock voting at a Special
Meeting of Shareholders, (iii) satisfactory completion of our due diligence
review, (iv) any required clearance under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, (v) negotiation of acceptable arrangements with Paul
Motenko and Jerry Hennessy whereby each of these members of Chicago Pizza's
management would become shareholders of the company that survives the merger and
(vi) such other conditions as the parties mutually agree upon.
4. DUE DILIGENCE; CONFIDENTIALITY. We are prepared to commence our substantive
due diligence and begin negotiations of the definitive merger agreement and the
terms of our agreement with the members of management identified in the
preceding paragraph upon Chicago Pizza's execution of this proposal letter. To
facilitate our due diligence, I would like to request that Chicago Pizza provide
La Pizza Loca and its representatives with all appropriate access to Chicago
Pizza's books, records and other documents and to key Chicago Pizza personnel.
La Pizza Loca is prepared to execute an appropriate Confidentiality Agreement in
connection with our due diligence efforts.
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<PAGE>
La Pizza Loca and Chicago Pizza understand and agree that neither La Pizza Loca
nor Chicago Pizza is legally bound by the proposed terms set forth in this
letter. Please indicate approval of the foregoing proposal as the basis for the
definitive negotiations contemplated in this letter by signing a copy of this
letter where indicated below and returning it to the undersigned.
Very truly yours,
LA PIZZA LOCA, INC.
By: /s/ Alex Meruelo
------------------------
Alex Meruelo, President
AGREED TO AND ACCEPTED:
CHICAGO PIZZA & BREWERY, INC.
By: /s/ Alex Meruelo
--------------------------
Its: President
--------------------------
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<PAGE>
EXHIBIT 2
SCHEDULE OF PURCHASES OF CHICAGO PIZZA & BREWERY COMMON STOCK
<TABLE>
<CAPTION>
Date of Purchase Number of Shares Purchased on Such Date Purchase Price
- ---------------- --------------------------------------- --------------
<S> <C> <C>
9/29/98 5,000 $ 6,877
10/6/98 5,000 6,877
10/7/98 5,000 7,814
10/9/98 20,000 28,762
10/16/98 15,000 ` 21,564
10/26/98 8,000 13,002
10/28/98 9,000 16,314
10/29/98 9,500 17,220
11/4/98 11,100 20,120
11/5/98 5,600 ` 10,152
11/12/98 15,000 26,252
11/16/98 7,400 12,952
11/17/98 2,500 4,377
11/18/98 7,000 12,252
11/19/98 5,000 ` 8,752
11/20/98 4,500 7,877
11/23/98 7,000 11,814
12/3/98 8,400 13,127
12/4/98 19,000 26,127
12/4/98 150,000 225,000
12/7/98 5,000 6,877
</TABLE>
All of the foregoing purchases were made by Meruelo in open market transactions.
In addition, to the foregoing transactions, Meruelo purchased an additional
150,000 shares of Common Stock during the period from July 2, 1998 through
August 11, 1998. All of such purchases were made in open market transactions at
per share prices ranging from $1-5/8 to $1-3/4 per share.
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<PAGE>
Exhibit 3
Alex Meruelo, an individual, and La Pizza Loca, Inc., a California
corporation, hereby acknowledge and agree that the Statement 13D filed on
December 14, 1998 with respect to the common stock, no par value, of Chicago
Pizza & Brewery, Inc., is filed on behalf of each of Alex Meruelo and La Pizza
Loca, Inc. This acknowledgment and agreement is made this 14th day of December
1998.
ALEX MERUELO LA PIZZA LOCA, INC.
/s/ Alex Mereulo By: /s/ Alex Meruelo
---------------------- -----------------------
Alex Meruelo, President
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