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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. 3)
Chicago Pizza & Brewery, Inc.
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(Name of Issuer)
Common Stock, par value
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(Title of Class of Securities)
167889104
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(CUSIP Number)
Allyn R. Burroughs
5075 Spyglass Hill Drive
Las Vegas, NV 89122
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(Name, address, and telephone number of Person
authorized to Receive Notices and Communications)
July 13, 1999
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(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. / /
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SCHEDULE 13D
CUSIP No. 83608K 107 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ASSI, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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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)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
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7 SOLE VOTING POWER
2,175,500
NUMBER OF ---------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None
OWNED BY ---------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,175,500
PERSON ---------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,175,500
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.4%
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14 TYPE OF REPORTING PERSON*
CO
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SCHEDULE 13D
CUSIP No. 83608K 107 Page 3 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Louis Habash
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
US
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7 SOLE VOTING POWER
1,000
NUMBER OF ----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,175,500
OWNED BY ----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,000
PERSON ----------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
2,175,500
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,176,500
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.4%
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14 TYPE OF REPORTING PERSON*
IN
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STATEMENT ON SCHEDULE 13D
This Amendment No. 3 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"), which
was previously amended by Amendment No. 1 dated November 13, 1997 and
Amendment No. 2 dated February 18, 1999. 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. 3 is to reflect the acquisition
by ASSI of (i) an aggregate of 59,500 shares of Common Stock of the Company
in open market purchases from April through June 1999 and (ii) an additional
block of 866,000 in an open market purchase on July 13, 1999.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is amended to read as follows:
ASSI beneficially owns 2,175,500 shares of Common Stock. A total
of 866,000 of these shares were acquired by ASSI in an open market
transaction on July 13, 1999 at a price of $2.25 per share for aggregate
consideration of $1,948,500. Another 59,500 of these shares were acquired by
ASSI in open market purchases from April 30, 1999 to June 28, 1999 at prices
ranging from $1.375 to $2.00 for aggregate consideration of $97,900. The
remaining 1,250,000 shares were acquired by ASSI on or about March 1, 1999 by
the payment of $1,000,000 to the Company, along with the cancellation of
3,200,000 warrants held by ASSI, the termination of certain consulting
agreements between the Company and ASSI, and a general release by Habash,
ASSI and their affiliates of any claims they have against the Company. Of
the 3,200,000 warrants exchanged by ASSI, 3,000,000 warrants were acquired in
October 1996 upon the automatic conversion of a bridge loan in the principal
amount of $2,000,000 made by ASSI to the Company in March 1996 (which loan
automatically converted into 500,000 shares and 3,000,000 warrants upon the
closing of the Company's initial public offering) 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 were working capital funds of ASSI. In addition, the $2,046,400 used to
make the open market purchases from April through July 1999, and the
$1,000,000 cash payment for the March 1, 1999 purchase, were also working
capital funds of ASSI.
Habash, as sole shareholder of ASSI, beneficially owns all of the
shares owned by ASSI, plus an additional 1,000 shares individually.
Page 4 of 7 Pages
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Item 4. PURPOSE OF TRANSACTION.
Item 4 is amended to read as follows:
The shares of Common Stock acquired by ASSI were purchased as an
investment based on the belief of ASSI that they provide an opportunity for
long-term debt appreciation. As an interested and significant stockholder,
Habash and ASSI will take all actions necessary as may be deemed appropriate
to protect their investment in the Company. Habash and ASSI, from time to
time, intend to evaluate and review the Company's assets, operations,
management and personnel and consider what, if any, changes would be
desirable in light of circumstances which then exist (which may include an
assessment of industry trends and conditions, and general economic and market
circumstances prevailing at the time). Thereafter, Habash and ASSI may,
among other things, seek to (i) acquire additional securities of the Company
or dispose of such securities which it beneficially owns, (ii) enter into an
extraordinary transaction such as a merger, reorganization or liquidation of
the Company, (iii) sell or transfer all or substantially all of the Company's
assets, (iv) change the Company's current board of directors (including
changing the number or term of directors or to fill any existing vacancies on
the board), (v) change the present capitalization or dividend policy of the
Company, (vi) materially change the Company's business or corporate
structure, (vii) change the Company's charter and bylaws, (viii) cause the
Company's securities to be delisted from the NASDAQ Stock Market, (ix) cause
the Company's securities to become eligible for termination of registration
under the Exchange Act, or (x) take action similar to any of those enunciated
above. While Habash and ASSI currently have no plans or proposals to
implement such changes, there can be no assurance that they would not seek to
implement such changes in the future.
Habash and ASSI reserve the right to acquire, or cause to be
acquired, additional securities of the Company, to dispose, or cause to be
disposed of, such securities at any time or to formulate other purposes,
plans or proposals regarding the Company or any of its securities, or to
propose or take any action as described above or in subparagraphs (a) through
(j) of Item 4 of Schedule 13D, to the extent deemed advisable in light of
market conditions or other factors.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended to read as follows:
(a) As of the date of this Schedule, ASSI was the record and
beneficial owner of 2,175,500 shares of Common Stock, representing
approximately 28.4% of the 7,658,321 outstanding shares of Common Stock based
upon the information in the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999.
As sole shareholder of ASSI, Habash beneficially owns all of the
shares of Common Stock beneficially owned by ASSI, plus an additional 1,000
shares directly owned by him, for an aggregate beneficial ownership of
2,176,500 shares representing approximately 28.4% of the outstanding Common
Stock.
Page 5 of 7 Pages
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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 2,175,500 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, the Common Stock beneficially owned by ASSI. Habash has sole power to
vote or direct the vote and to dispose or direct the disposition of the 1,000
shares of Common Stock held by him.
(c) On July 13, 1999, ASSI acquired 866,000 shares of Common Stock
in an open market block purchase at $2.25 per share. These shares were
acquired from Alex Meruelo ("Meruelo") and La Pizza Loca, Inc., a California
corporation ("La Pizza Loca"). In connection with such purchase, Meruelo and
La Pizza Loca, Habash, ASSI and the Company entered into a mutual release
(the "Mutual Release") pursuant to which Meruelo and La Pizza Loca on the one
hand, and Habash, ASSI and the Company on the other hand, agreed to release
whatever claim each of such parties had against the other.
ASSI also acquired an aggregate of 59,500 shares in open market
purchases from April 30, 1999 to June 28, 1999, at prices ranging from $1.375 to
$2.00, for aggregate consideration of $97,900.
(d)-(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 is amended to read as follows:
Pursuant to the Stock Purchase Agreement dated as of February 18,
1999 by and among the Company, ASSI and Habash (the "Stock Purchase
Agreement"), during the period (the "Designation Period") commencing on
February 18, 1999 and ending on the earlier of February 18, 2002, or such
time as Habash, ASSI and their affiliates no longer beneficially own at least
5% of the Company's outstanding Common Stock, the Company shall, if requested
by ASSI, use its best efforts to cause two of the Company's directors to be
persons designated by ASSI, and cause each of the ASSI designees to be
included on the slate of director nominees for election at each annual
meeting of the shareholders of the Company during the Designation Period. In
addition, the Company has agreed that during the Designation Period it shall
not increase the number of authorized directors of the Company to more than
nine without the prior written consent of ASSI. Paul Motenko and Jeremiah
Hennessy have each agreed to vote all shares of Common Stock of the Company
held of record and beneficially by each of them in favor of the ASSI
designees.
With respect to the 1,250,000 shares purchased by ASSI under the
Stock Purchase Agreement (the "ASSI Shares"), ASSI has one demand
registration right and unlimited piggyback registration rights. The Company
has a right of first refusal with respect to the ASSI Shares entitling the
Company or its designee to purchase any ASSI Shares to be sold by ASSI at the
same price as ASSI proposes to sell such shares to a third party.
Page 6 of 7 Pages
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In connection with the purchase by ASSI of the 866,000 share block
on July 13, 1999, and the parties entering into the Mutual Release, the
Company has agreed to extend the registration rights granted to ASSI under
the Stock Purchase Agreement to include the 866,000 shares purchased at that
time.
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: July 15, 1999 ASSI, INC.
By: /s/ Louis Habash
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Louis Habash, President
/s/ Louis Habash
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Louis Habash
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