<PAGE>
OMB APPROVAL
OMB NUMBER: 3235-0145
EXPIRES: AUGUST 31, 1999
ESTIMATED AVERAGE BURDEN
HOURS PER RESPONSE.......14.90
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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. 5)*
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)
July 13, 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.
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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 (prior to sale of all such shares
OWNED BY as reported in this Amendment)
EACH ----------------------------------------------------------------
REPORTING 8. Shared Voting Power Alex Meruelo--341,000 shares
PERSON WITH La Pizza Loca, Inc.--341,000 shares
(prior to sale of all such shares as
reported in this Amendment)
----------------------------------------------------------------
9. Sole Dispositive Power Alex Meruelo--525,000 shares
La Pizza Loca, Inc.--0 shares
(prior to sale of all such shares
as reported in this Amendment)
----------------------------------------------------------------
10. Shared Dispositive Power Alex Meruelo--341,000 shares
La Pizza Loca, Inc.--341,000
shares (prior to sale of all such
shares as reported in this
Amendment)
- -------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Alex Meruelo--
Owned by Each Reporting Person 866,000 shares; La
Pizza Loca--
341,000 shares;
all members of
Group described in
Item 5 collectively
own 1,131,200 shares
(prior to sale of
all shares owned
by Alex Meruelo
and La Pizza Loca
as reported in
this Amendment)
- -------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
- -------------------------------------------------------------------------------
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13. Percent of Class Represented by 11.3%; 14.77% for all
Amount in Row (11) members of Group
described in item 5
(prior to sale of all
shares owned by Alex
Meruelo and La Pizza
Loca as reported in this
Amendment)
- -------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
Alex Meruelo--IN; La Pizza Loca, Inc.--CO
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-----------------------------------------------------------
-----------------------------------------------------------
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 JULY 13, 1999 JULY 13, 1999
Signature /S/ ALEX MERUELO /S/ ALEX MERUELO
Name/Title Alex Meruelo Alex Meruelo, President,
La Pizza Loca, Inc.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
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<PAGE>
STATEMENT ON SCHEDULE 13D
This Amendment No. 5 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, Amendment No. 3 thereto
dated April 2, 1999, and Amendment No. 4 thereto dated May 27, 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 and La Pizza Loca have discontinued their efforts to acquire control
of the Company and have agreed to sell all of their 866,000 shares in the
Company to ASSI, Inc., a Nevada corporation ("ASSI").
ITEM 5 INTEREST IN THE SECURITIES OF THE ISSUER
Item 5 is hereby amended to add the following:
Upon the consummation of the sale of their shares to ASSI (at a per share
price of $2.25, before selling commissions), neither Meruelo nor La Pizza
Loca will retain any interest in the securities of the Company, and Meruelo
and La Pizza Loca will no longer be members of the Group described in Item 4
of Amendment No. 4 to this Statement.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Item 6 is hereby amended to add the following:
In connection with this transaction and in consideration for the sale of shares
in the Company, Meruelo, La Pizza Loca, Assi, the Company, and Louis Habash, an
individual, have executed a Mutual Release dated July 13, 1999. A copy of the
Mutual Release is attached hereto as Exhibit 11.
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
Item 7 is hereby amended to add the following:
See Exhibit 11 attached hereto.
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<PAGE>
EXHIBIT 11
MUTUAL RELEASE
THIS MUTUAL RELEASE ("Release"), is entered into as of the 13th
day of July 1999 by and between Alex Meruelo ("Meruelo"), La Pizza Loca,
Inc., a California corporation ("La Pizza Loca"), Louis Habash ("Habash"),
ASSI, Inc., a Nevada corporation owned and controlled by Habash ("ASSI") and
Chicago Pizza & Brewery, Inc., a California corporation ("Chicago Pizza").
A G R E E M E N T
WHEREAS, Meruelo and La Pizza Loca have agreed to sell their
shares of Common Stock of Chicago Pizza to ASSI, and ASSI has agreed to
purchase such shares; and
WHEREAS, Meruelo and La Pizza Loca, on the one hand, and Habash,
ASSI and Chicago Pizza, on the other hand, have previously been involved in
litigation; and
WHEREAS, in connection with Meruelo's and La Pizza Loca's sale of
Common Stock of Chicago Pizza to ASSI, Meruelo and La Pizza Loca, on the one
hand, and Habash, ASSI and Chicago Pizza, on the other hand, have agreed to
release whatever claim each of such parties has against the other.
NOW THEREFORE, in consideration of the promises and of the
undertakings of the parties hereto contained herein, it is hereby agreed:
1. RELEASES BY MERUELO AND LA PIZZA LOCA. Meruelo and La Pizza
Loca, and each of them, on behalf of themselves and their respective
predecessors and successors in interest and each of their affiliated
entities, hereby fully release and forever discharge Habash, ASSI and Chicago
Pizza and each of their respective present and former officers, directors,
trustees, attorneys, partners, employees, agents and representatives, and
their predecessors and successors in interest, from and against any and all
claims (including attorneys' fees and/or costs), actions, rights, demands,
damages, costs, liabilities of any kind or nature, whether known or unknown,
sounding in tort, contract or any statutory or other theory of liability
which any of Meruelo and La Pizza Loca now has or has ever had or may
hereafter have against Habash, ASSI and Chicago Pizza, based upon or in any
way related to any facts and/or events which occurred prior to the effective
date of this Agreement.
2. RELEASE BY HABASH, ASSI AND CHICAGO PIZZA. Habash, ASSI and
Chicago Pizza, and each of them, on behalf of themselves and their respective
predecessors and successors in interest and each of their affiliated
entities, hereby fully release and forever discharge Meruelo and La Pizza
Loca and each of their respective present and former officers, directors,
trustees, attorneys, partners, employees, agents and representatives, and
their predecessors and successors in interest, from and against any and all
claims (including attorneys' fees and/or costs), actions, rights, demands,
damages, costs, liabilities of any kind or nature, whether known or unknown,
sounding in tort, contract or any statutory or other theory of liability
which any of Habash, ASSI and Chicago Pizza now has or has ever had or may
hereafter have against Meruelo and La Pizza Loca, based upon or in any way
related to any facts and/or events which occurred prior to the effective date
of this Agreement.
3. WAIVER OF UNKNOWN CLAIMS. Each of the parties to this Agreement
is fully aware of the existence and import of, and expressly waives any and
all rights that each has, or may have, under section 1542 of the California
Civil Code, which provides as follows:
1
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"A general release does not extend to claims which
the creditor does not know or suspect to exist in his
favor at the time of executing the release, which if
known by him must have materially affected his
settlement with the debtor."
Each of the parties to this Agreement is fully aware of the existence and
import of, and expressly waives any and all rights that each has or may have
under any other state or federal statute or common law principle of similar
effect.
4. BENEFICIARIES OF RELEASES. To the extent that the foregoing
releases run to the favor of persons or entities not signatories hereto, this
Agreement is hereby declared to be made for each of their express benefits
and uses.
5. COVENANT NOT TO SUE; NO ASSIGNMENT. The parties hereby covenant
and agree not to institute or continue any action or proceeding based on any
of the claims which are intended to be released by this Agreement or
otherwise referred to herein. Each of the parties further represents and
warrants that such party has not assigned to any third party any of the
claims which are intended to be released by this Agreement or otherwise
referred to herein.
6. FURTHER ASSURANCES. Each of the parties hereto agrees to
execute and deliver such certificates and other documents and to take such
other actions as may be reasonably requested by any of the other parties in
order to facilitate the releases contemplated by this Agreement, including,
without limitation, the execution and delivery by Meruelo and La Pizza Loca
of such documents as may be necessary to dismiss, with prejudice, any action
previously filed by Meruelo and/or La Pizza Loca relating to claims released
pursuant to this Agreement.
7. ATTORNEYS' FEES. In the event of any litigation with respect to
the terms of this Agreement, the prevailing party shall be entitled to
recover his or its attorneys' fees from the non-prevailing party(ies).
2
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Mutual Release as of the
date and year first above written.
ALEX MERUELO LOUIS HABASH
/s/ ALEX MERUELO /s/ LOUIS HABASH
- ------------------- -------------------
LA PIZZA LOCA, INC. ASSI, INC.
By: /s/ ALEX MERUELO By: /s/ LOUIS HABASH
----------------------- -----------------------
Alex Meruelo, President Louis Habash, President
CHICAGO PIZZA & BREWERY, INC.
By: /s/ ERNEST KLINGER
-------------------------------------
Ernest Klinger, President
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