<PAGE>
OMB APPROVAL
OMB NUMBER: 3235-0145
EXPIRES: AUGUST 31, 1999
ESTIMATED AVERAGE BURDEN
HOURS PER RESPONSE..14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Chicago Pizza & Brewery, Inc.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
- -------------------------------------------------------------------------------
(Title of Class of Securities)
167889104
- -------------------------------------------------------------------------------
(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)
May 27, 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. / /
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.
<PAGE>
CUSIP No. 167889104
- -------------------------------------------------------------------------------
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 (for Alex Meruelo);
WC (for La Pizza Loca, Inc.)
- -------------------------------------------------------------------------------
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 Alex Meruelo--525,000 shares
Shares Power La Pizza Loca, Inc.--0 shares
Beneficially -------------------------------------------------------------
Owned by (8) Shared Voting Alex Meruelo--341,000 shares
Each Reporting Power La Pizza Loca, Inc.--341,000 shares
Person With -------------------------------------------------------------
(9) Sole Dispositive Alex Meruelo--525,000 shares
Power La Pizza Loca, Inc.--0 shares
-------------------------------------------------------------
(10) Shared Dispositive Alex Meruelo--341,000 shares
Power La Pizza Loca, Inc.--341,000 shares
- -------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
Alex Meruelo--866,000 shares; La Pizza Loca--341,000 shares;
all members of Group defined in Item 4 collectively own 1,131,200 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)11.3%;
14.77% for all members of Group described in Item 5
- -------------------------------------------------------------------------------
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 June 1, 1999 June 1, 1999
Signature /s/ ALEX MERUELO /s/ ALEX MERUELO
Name/Title Alex Meruelo Alex Meruelo, President,
La Pizza Loca, Inc.
2
<PAGE>
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
3
<PAGE>
STATEMENT ON SCHEDULE 13D
This Amendment No. 4 amends and supplements the Statement on Schedule 13D
dated December 14, 1998, as amended by Amendment No. 1 thereto dated January
5, 1999, Amendment No. 2 thereto dated February 18, 1999 and Amendment No. 3
thereto dated April 2, 1999 and filed by Alex Meruelo, an individual and
United States citizen ("Meruelo"), and La Pizza Loca, Inc., a California
corporation ("La Pizza Loca") relating to the shares of Common Stock, no par
value (the "Common Stock") of Chicago Pizza & Brewery, Inc., a California
corporation (the "Company"). Capitalized terms used herein without
definition have the same meaning as those ascribed to them in the initial
filing.
ITEM 4 PURPOSE OF THE TRANSACTION
Item 4 is hereby amended to add the following:
Meruelo, La Pizza Loca, Aaron Landon, an individual and United States
citizen, Stephen R. Miraglia, an individual and United States citizen and
Blake Miraglia, an individual and United States citizen (collectively
referred to in this Statement as the "Group") have decided to work together
to enhance shareholder value in the Company. To that end, the Group seeks to
elect at least one member to the Company's Board of Directors who is
independent of management and has significant restaurant industry experience.
The members of the Group also have a strong preference for nominees to the
Board that hold a significant ownership interest in the Company. In this
regard, the Group supports Meruelo's prior nomination of Meruelo and Raymond
Perry to the Company's Board of Directors. Although each member of the Group
retains the right to vote the shares held by such member individually and in
that member's own interest, each of the members of the Group currently
intends to vote their respective shares in favor of one or both of Messrs.
Meruelo and Perry.
In connection with this decision, the Group filed a Statement on Schedule 13D
with the Securities and Exchange Commission of June 1, 1999 (the "Group
13D"). The Group 13D is attached to this Statement as Exhibit 10.
ITEM 5 INTEREST IN THE SECURITIES OF THE ISSUER
Item 5 is hereby amended to add the following:
Pursuant to the joint filing agreement attached as Exhibit 1 to the Group
13D, the Group may be deemed to have shared voting power over the 1,131,200
shares of Common Stock of the Company, constituting approximately 14.77% of
the Common Stock. By reason of the provisions of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended, the Group may be deemed to own
beneficially the 1,131,200 shares of Common Stock owned by the members
individually, which, in the aggregate constitute approximately 14.77% of the
Common Stock. The formation of the Group has not altered the rights that
each member of the Group has to vote or dispose of shares of Common Stock
beneficially owned by such member. Each of the members of the Group retains
the power to vote and dispose of shares of Common Stock owned by such member
prior to the formation of the Group and has disclaimed beneficial ownership
of any portion of the shares of Common Stock held by any other member of the
Group.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Item 6 is hereby amended to add the following:
In addition to the members of the Group, one other shareholder, holding a
total of 45,000 shares of Common Stock of the Company has indicated his
support for the efforts of the Group but has not executed the joint filing
statement attached to this Statement as Exhibit 1 and formally agreed to be a
member of the Group. Except as contemplated by this Statement and in the
Group 13D, neither Meruelo nor La Pizza Loca has entered into any contract,
arrangement, understanding or relationship (legal or otherwise) with any
person with respect to any securities of the Company.
4
<PAGE>
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
Item 7 is hereby amended to add the following:
See Exhibits 9 and 10 attached hereto.
5
<PAGE>
Exhibit 9
Alex Meruelo, an individual, and La Pizza Loca, Inc., a California
corporation, hereby acknowledge and agree that Amendment No. 4 to the
Schedule 13D dated December 14, 1998, as amended by Amendment No. 1 dated
January 5, 1999, Amendment No. 2 dated February 18, 1999 and by Amendment
No. 3 dated April 2, 1999 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 1st day
of June 1999.
ALEX MERUELO LA PIZZA LOCA, INC.
/s/ ALEX MERUELO By: /s/ ALEX MERUELO
- ---------------- ---------------------------
Alex Meruelo, President
6
<PAGE>
EXHIBIT 10
UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION ---------------------------
Washington, D.C. 20549 OMB NUMBER: 3235-0145
Expires: August 31, 1999
Estimated average burden
SCHEDULE 13D hours per response .. 14.90
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
- -------------------------------------------------------------------------------
(CUSIP Number)
Alex Meruelo
7920 Orangethorpe Avenue
Buena Park, CA 90620
(714) 670-0935
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
May 27, 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. / /
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)
<PAGE>
CUSIP No. 167889104
- -------------------------------------------------------------------------------
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 (for Alex Meruelo);
WC (for La Pizza Loca, Inc.)
- -------------------------------------------------------------------------------
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--525,000 shares
Shares La Pizza Loca, Inc.--0 shares
Beneficially -----------------------------------------------------------------
Owned 8. Shared Voting Power Alex Meruelo--341,000 shares
by La Pizza Loca, Inc.--341,000 shares
Each -----------------------------------------------------------------
Reporting 9. Sole Dispositive Power Alex Meruelo--525,000 shares
Person With La Pizza Loca, Inc.--0 shares
-----------------------------------------------------------------
10. Shared Dispositive Power Alex Meruelo--341,000 shares
La Pizza Loca, Inc.--341,000 shares
- -------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned Alex Meruelo--866,000
by Each Reporting Person shares; La Pizza Loca--
341,000 shares; all
members of Group
collectively own 1,131,200
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)
11.3%; 14.77% for all
members of Group
- -------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
Alex Meruelo--IN ; La Pizza Loca, Inc.--CO
-----------------------------------------------------------------
-----------------------------------------------------------------
-----------------------------------------------------------------
2
<PAGE>
CUSIP No. 167889104
- -------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Aaron Landon
- -------------------------------------------------------------------------------
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 USA citizen
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Number of 7. Sole Voting Power 73,100 shares
Shares -----------------------------------------------------------------
Beneficially 8. Shared Voting Power
Owned -----------------------------------------------------------------
by 9. Sole Dispositive Power 73,100 shares
Each -----------------------------------------------------------------
Reporting 10. Shared Dispositive Power
Person With
- -------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned Aaron Landon 73,100
by Each Reporting Person shares; all members of
Group collectively own
1,131,200 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)
.95%; 14.77% for all
members of Group
- -------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IN
-----------------------------------------------------------------
-----------------------------------------------------------------
-----------------------------------------------------------------
3
<PAGE>
CUSIP No. 167889104
- -------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Stephen R. Miraglia
- -------------------------------------------------------------------------------
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 USA citizen
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Number of 7. Sole Voting Power 130,000 shares
Shares -----------------------------------------------------------------
Beneficially 8. Shared Voting Power
Owned -----------------------------------------------------------------
by 9. Sole Dispositive Power 130,000 shares
Each -----------------------------------------------------------------
Reporting 10. Shared Dispositive Power
Person With
- -------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned Stephen R. Miraglia--
by Each Reporting Person 130,000 shares; all
members of Group
collectively own 1,131,200
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)
1.70%; 14.77% for all
members of Group
- -------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IN
-----------------------------------------------------------------
-----------------------------------------------------------------
-----------------------------------------------------------------
4
<PAGE>
CUSIP No. 167889104
- -------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Blake Miraglia
- -------------------------------------------------------------------------------
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 USA citizen
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Number of 7. Sole Voting Power 62,100 shares
Shares -----------------------------------------------------------------
Beneficially 8. Shared Voting Power
Owned -----------------------------------------------------------------
by 9. Sole Dispositive Power 62,100 shares
Each -----------------------------------------------------------------
Reporting 10. Shared Dispositive Power
Person With
- -------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned Blake Miraglia--
by Each Reporting Person 62,100 shares; all
members of Group
collectively own 1,131,200
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)
.81%; 14.77% for all
members of Group
- -------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IN
-----------------------------------------------------------------
-----------------------------------------------------------------
-----------------------------------------------------------------
5
<PAGE>
STATEMENT ON SCHEDULE 13D
AS TO ALL REPORTING PERSONS:
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.
The response to this Item 1 is applicable to and incorporated by reference
into the response of each reporting person set forth below.
ITEM 2 IDENTITY AND BACKGROUND
This Statement is filed on behalf of Alex Meruelo, an individual and United
States citizen ("Meruelo"), La Pizza Loca, Inc., a California corporation
("La Pizza Loca"), Aaron Landon, an individual and United States citizen,
Stephen R. Miraglia, an individual and United States citizen and Blake
Miraglia, an individual and United States citizen. These individuals and
La Pizza Loca are collectively referred to in this Statement as the "Group".
The response to this Item 2 is applicable to and incorporated by reference
into the response of each reporting person set forth below.
ITEM 4 PURPOSE OF THE TRANSACTION
The members of the Group have decided to work together to enhance shareholder
value. To that end, the Group seeks to elect at least one member to the
Company's Board of Directors who is independent of management and has
significant restaurant industry experience. The members of the Group also
have a strong preference for nominees to the Board that hold a significant
ownership interest in the Company. In this regard, the Group supports
Meruelo's prior nomination of Meruelo and Raymond Perry to the Company's
Board of Directors. Although each member of the Group retains the right to
vote the shares held by such member individually and in that member's own
interest, each of the members of the Group currently intends to vote their
respective shares in favor of one or both of Messrs. Meruelo and Perry. Each
member of the Group reserves the right to acquire additional securities or
dispose of such securities as such member believes is in his or its interest.
The response to this Item 4 is applicable to and incorporated by reference
into the response of each reporting person set forth below.
ITEM 5 INTEREST IN THE SECURITIES OF THE ISSUER
Pursuant to the joint filing agreement attached to this Statement as Exhibit
1, the Group may be deemed to have shared voting power over the 1,131,200
shares of Common Stock of the Company, constituting approximately 14.77% of
the Common Stock. By reason of the provisions of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended, the Group may be deemed to own
beneficially the 1,131,200 shares of Common Stock owned by the members
individually, which, in the aggregate constitute approximately 14.77% of the
Common Stock. The formation of the Group has not altered the rights that
each member of the Group has to vote or dispose of shares of Common Stock
beneficially owned by such member. Each of the members of the Group retains
the power to vote and dispose of shares of Common Stock owned by such member
prior to the formation of the Group and disclaims beneficial ownership of any
portion of the shares of Common Stock held by any other member of the Group.
6
<PAGE>
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
One other shareholder, holding a total of 45,000 shares of Common Stock of
the Company, has indicated his support for the efforts of the Group but
has not executed the joint filing statement attached to this Statement as
Exhibit 1 and formally agreed to be a member of the Group. Except as
contemplated by this Statement, none of the members of the Group has entered
into any contract, arrangement, understanding or relationship (legal or
otherwise) with any person with respect to any securities of the Company.
The response to this Item 6 is applicable to and incorporated by reference
into the response of each reporting person set forth below.
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
See Exhibit 1 attached hereto.
The response to this Item 7 is applicable to and incorporated by reference
into the response of each reporting person set forth below.
7
<PAGE>
INFORMATION ABOUT EACH REPORTING PERSON FOLLOWS:
AS TO ALEX MERUELO AND LA PIZZA LOCA
ITEM 2 IDENTITY AND BACKGROUND
(a) Alex Meruelo and La Pizza Loca
(b) Alex Meruelo's and La Pizza Loca's principal business address is 7920
Orangethorpe Avenue, Buena Park, CA 90620.
(c) Mr Meruelo is President and Chief Executive Officer of La Pizza Loca and
owns 95% of La Pizza Loca's 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.
(d)&(e) Mr. Meruelo is the sole director and executive officer of La Pizza
Loca. During the last five years, he 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 or, 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.
(f) Mr. Meruelo is a United States citizen. La Pizza Loca is a California
corporation.
ITEM 3 SOURCE AND AMOUNT OF FUNDS
Mr. Meruelo's purchase of shares was made with personal funds. La Pizza
Loca's purchase of shares was financed through the use of La Pizza Loca's
working capital.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
See the Cover Page for information concerning the number and percentage of
outstanding shares beneficially owned by Mr. Meruelo and La Pizza Loca.
Neither Mr. Meruelo nor La Pizza Loca has purchased any shares of the
Company's Common Stock, or warrants to purchase shares of Common Stock,
during the past 60 days.
8
<PAGE>
AS TO AARON LANDON
ITEM 2 IDENTITY AND BACKGROUND
(a) Aaron Landon
(b) His business address is 7522 S. Maie Ave., Los Angeles, CA 90001
(c) His principal occupation is Chief Executive Officer and Chairman of the
Board of Bonded Motors, Inc.
(d)&(e) During the last five years, neither he nor any entity identified in
Item 5 with respect to Mr. Landon has been convicted in any criminal
proceeding or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction or, 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.
(f) He is a United States citizen.
ITEM 3 SOURCE AND AMOUNT OF FUNDS
The shares identified in Item 5 were purchased by the use of trust or other
personal funds.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
See the Cover Page for information concerning the number and percentage of
outstanding shares beneficially owned by Mr. Landon. Of the 73,100 shares
shown as beneficially owned by Mr. Landon, (i) 71,100 are held in the Landon
Family Trust of which Mr. Landon is the sole trustee, (ii) 1,000 are held in
an IRA account in which Mr. Landon is the beneficiary and the trustee and
(iii) 1,000 are held in an IRA account in which Mr. Landon's wife is the
beneficiary and Mr. Landon is the sole trustee. Neither the trust nor either
of such accounts has purchased any shares of the Company's Common Stock, or
warrants to purchase shares of Common Stock, during the past 60 days.
9
<PAGE>
AS TO STEPHEN R. MIRAGLIA
ITEM 2 IDENTITY AND BACKGROUND
(a) Stephen R. Miraglia
(b) His business address is 1419 Camino Pablo, Moraga, CA 94556
(c) His principal occupation is as a private investor.
(d)&(e) During the last five years, he 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 or, 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.
(f) He is a United States citizen.
ITEM 3 SOURCE AND AMOUNT OF FUNDS
The shares were purchased by the use of personal funds.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
See the Cover Page for information concerning the number and percentage of
outstanding shares beneficially owned by Mr. Steven Miraglia. Of the 130,000
shares shown as beneficially owned by Mr. Steven Miraglia, all of such shares
are held in an individual IRA account for his benefit. Mr. Steven Miraglia
has not purchased any shares of the Company's Common Stock, or warrants to
purchase shares of Common Stock, during the past 60 days.
10
<PAGE>
AS TO BLAKE MIRAGLIA
ITEM 2 IDENTITY AND BACKGROUND
(a) Blake Miraglia
(b) His business address is 2725 Yuma Court, Walnut Creek, CA 94598
(c) His principal occupation is as vice president of First Cash, a
publicly-owned check-cashing company.
(d)&(e) During the last five years, he 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 or, 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.
(f) He is a United States citizen.
ITEM 3 SOURCE AND AMOUNT OF FUNDS
The shares were purchased by the use of personal funds.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
See the Cover Page for information concerning the number and percentage of
outstanding shares beneficially owned by Mr. Blake Miraglia. Of the 62,100
shares shown as beneficially owned by Mr. Blake Miraglia, all of such shares
are held in three brokerage accounts for his benefit. Mr. Blake Miraglia has
not purchased any shares of Company's Common Stock, or warrants to purchase
shares of Common Stock, during the past 60 days.
11
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
/s/ Alex Meruelo
----------------------------------
Alex Meruelo, individually
and as representative of the Group
12
<PAGE>
EXHIBIT 1
AGREEMENT, dated as of this 27th day of May 1999, by and between each of
the persons named on the signature pages hereto, in consideration of the
mutual covenants and agreements set forth herein.
WHEREAS, each of the parties hereto beneficially owns shares (the
"Shares") of common stock of Chicago Pizza & Brewery, Inc. a California
corporation (the "Company"); and
WHEREAS, the parties hereto constitute a "group" with respect to the
beneficial ownership of the Shares for purposes of Rule 13d-1 and Schedule
13D promulgated by the Securities and Exchange Commission.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. The parties hereto shall prepare a statement containing the
information required by Schedule 13D with respect to their respective
interests in the Shares (the "Schedule 13D") and any necessary amendments
thereto, and each of the undersigned shall be responsible for the
completeness and accuracy of the information concerning him, her or it
contained therein, but shall not be responsible for the completeness and
accuracy of the information concerning any other party contained therein,
except to the extent that he, she or it knows or has reason to believe that
such information is inaccurate.
2. Mr. Alex Meruelo shall be designated as the person authorized to
receive notices and communications with respect to the Schedule 13D and any
amendments thereto.
3. Each of the undersigned hereby constitutes and appoints Alex Meruelo
his, her or its true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him or it and in his, her or its
name, place and stead, in any and all capacities, to sign the Schedule 13D
and any and all amendments thereto, and other documents in connection
therewith, to be filed with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent all power and authority to do and
perform each and every act requisite and necessary to be done, as fully to
all intents and purposes as he, she or it might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
4. This Agreement shall not alter in any way the rights that each of
the undersigned has to vote or dispose of Shares beneficially owned by the
undersigned.
5. This Agreement may be executed in counterparts, each of which taken
together shall constitute one and the same instrument.
13
<PAGE>
Alex Meruelo La Pizza Loca
/s/ Alex Meruelo By: /s/ Alex Meruelo
- ----------------- ---------------------
Aaron Landon Stephen R. Miraglia
/s/ Aaron Landon /s/ Stephen R. Miraglia
- ------------------ ------------------------
Blake Miraglia
/s/ Blake Miraglia
------------------------
14
