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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. 1)*
Chicago Pizza & Brewery, Inc.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
167889104
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(CUSIP Number)
Alex Meruelo
7920 Orangethorpe Avenue
Buena Park, CA 90620
(714) 670-0935
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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. |_|
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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CUSIP No. 167889104
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
ALEX MERUELO; LA PIZZA LOCA, INC. (95-4238101)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) X (PRIOR TO SALE REPORTED IN THIS AMENDMENT)
(b)
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (SEE INSTRUCTIONS) PF (FOR ALEX MERUELO); WC (FOR LA PIZZA LOCA)
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5. CHECK 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 ALEX MERUELO, USA CITIZEN
LA PIZZA LOCA, INC., CALIF. CORPORATION
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</TABLE>
<TABLE>
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NUMBER OF 7. SOLE VOTING POWER ALEX MERUELO--525,000 SHARES
SHARES LA PIZZA LOCA, INC.--0 SHARES
BENEFICIALLY (PRIOR TO SALE REPORTED IN THIS AMENDMENT)
OWNED BY ----------------------------------------------------------------------------------------------
EACH 8. SHARED VOTING POWER ALEX MERUELO--341,000 SHARES
REPORTING LA PIZZA LOCA, INC.--341,000 SHARES
PERSON WITH (PRIOR TO SALE REPORTED IN THIS AMENDMENT)
----------------------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER ALEX MERUELO--525,000 SHARES
LA PIZZA LOCA, INC.--0 SHARES
(PRIOR TO SALE REPORTED IN THIS AMENDMENT)
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10. SHARED DISPOSITIVE POWER Alex Meruelo--341,000 shares
La Pizza Loca, Inc.--341,000 shares
(prior to sale reported in this amendment)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Alex Meruelo--866,000
shares; La Pizza Loca--
341,000 shares; all members
of Group collectively own
1,131,200 shares (prior to sale
reported in this amendment)
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.3%; 14.77% for all members
of Group (prior to sale
reported in this amendment)
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14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
ALEX MERUELO--IN ; LA PIZZA LOCA, INC.--CO
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</TABLE>
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STATEMENT ON SCHEDULE 13D
AS TO ALL REPORTING PERSONS:
This Amendment No. 1 amends and supplements the Statement on Schedule
13D dated May 27, 1999 and filed by 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 (collectively referred to in this Statement
as the "Group") 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") for a per share price of
$2.25, before selling commissions. Upon the consummation of the sale of their
shares to ASSI, Meruelo and La Pizza Loca will no longer be members of the
Group identified in the original Statement on Schedule 13D.
ITEM 5 INTEREST IN THE SECURITIES OF THE ISSUER
Item 5 is hereby amended to add the following:
Neither Meruelo nor La Pizza Loca will retain any interest in the securities of
the Company following consummation of the sale of their shares to ASSI.
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 as of July 13, 1999. A copy of
the Mutual Release is attached hereto as Exhibit 2.
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
See Exhibit 2 attached hereto.
SIGNATURE
After reasonable inquiry and to the best of his 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
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EXHIBIT 2
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.
1
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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:
"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
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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
3
