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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(AMENDMENT NO. ____)(1)
CHICAGO PIZZA & BREWERY, INC.
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(Name of Issuer)
COMMON STOCK, NO PAR VALUE PER SHARE
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(Title of Class of Securities)
167889 10 4
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(CUSIP Number)
JAMES A. DAL POZZO
THE JACMAR COMPANIES
2200 W. VALLEY BLVD.
ALHAMBRA, CALIFORNIA 91803
(626) 576-0737
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
DECEMBER 20, 2000
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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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box: /X/.
(Continued on the following pages)
Page 1 of 6 Pages
(1) 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.
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SCHEDULE 13D
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CUSIP No. 167889 10 4 PAGE 2 OF 6
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
THE JACMAR COMPANIES
IRS NO.: 95-2808722
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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 ITEM 2(d) or 2(e) | |
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
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7 SOLE VOTING POWER
1,190,200
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8 SHARED VOTING POWER
NOT APPLICABLE
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9 SOLE DISPOSITIVE POWER
1,190,200
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10 SHARED DISPOSITIVE POWER
NOT APPLICABLE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,190,200 SHARES
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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)
15.5%(1)
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14 TYPE OF REPORTING PERSON*
CO
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(1) Based on 7,658,321 shares of Common Stock outstanding as of November 1,
2000, as reported by Chicago Pizza & Brewery, Inc. in its Quarterly Report on
Form 10-Q filed November 9, 2000 and computed in accordance with Rule
13d-3(d)(1).
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 6
ITEM 1. SECURITY AND ISSUER.
This statement relates to the beneficial ownership of 1,190,200 shares of
common stock, no par value per share ("Common Stock"), of Chicago Pizza &
Brewery, Inc., a California corporation ("Chicago Pizza"). The principal
executive offices of Chicago Pizza are located at 26131 Marguerite Parkway,
Suite A, Mission Viejo, CA 92692.
ITEM 2. IDENTITY AND BACKGROUND.
The Jacmar Companies is a California corporation. The Jacmar Companies'
address is 2200 W. Valley Blvd., Alhambra, California 91803. The principal
business of The Jacmar Companies is operating a specialty wholesale foodservice
distributor serving Central and Southern California, operating various
restaurants, performing property management services and making investments.
During the last five years, The Jacmar Companies has not been (i) convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of the proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate purchase price for shares of Common Stock acquired by The
Jacmar Companies was $2,825,174. The source of funds for the purchase of the
shares of Common Stock acquired by The Jacmar Companies was from working
capital.
ITEM 4. PURPOSE OF TRANSACTION.
The Jacmar Companies acquired the shares of Common Stock described above
for investment purposes. As noted in Item 6 below, BJ Chicago, LLC, a
Delaware limited liability company in which The Jacmar Companies owns a 49.9%
membership interest, has entered into agreements to acquire an aggregate of
2,867,858 additional shares of Chicago Pizza Common Stock from significant
shareholders of Chicago Pizza. The Jacmar Companies, directly or through BJ
Chicago, LLC, intends to seek to have one or more of its designees elected to
the Board of Directors of Chicago Pizza upon completion of such transactions.
In addition, The Jacmar Companies intends to monitor and evaluate its
direct and indirect investments in Chicago Pizza on a continuing basis. Based
upon its evaluation from time to time, it may acquire additional shares of
Common Stock of Chicago Pizza, dispose of shares of Common Stock it beneficially
owns, submit one or more proposals for the consideration of management of
Chicago Pizza, and/or communicate with other shareholders of Chicago Pizza.
Except as set forth above, The Jacmar Companies has no plans or proposals
that relate to or would result in any of the matters referred to in paragraphs
(a) through (j), inclusive, of Item 4 of
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Page 4 of 6
Schedule 13D. The Jacmar Companies, however, may at any time and from time to
time, review or reconsider its position with respect to any of such matters.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The shares of Common Stock identified in Item 1 constitute approximately
15.5% of the outstanding Common Stock of Chicago Pizza, based upon the number of
shares shown as outstanding as of November 1, 2000 in Chicago Pizza's Quarterly
Report on Form 10-Q filed November 9, 2000. The Jacmar Companies has the sole
power of voting and disposition with respect to the shares of Common Stock
identified in Item 1.
Except as described in this Item 5 and in Item 6 below, The Jacmar
Companies has not effected transactions in Chicago Pizza's Common Stock within
60 days prior to the date of this statement.
On November 30, 2000, The Jacmar Companies purchased 95,100 shares of
Common Stock of Chicago Pizza at $3.00 from an affiliate in a privately
negotiated transaction. On December 5, 2000, The Jacmar Companies purchased
135,000 shares of Common Stock of Chicago Pizza at $2.94 per share in open
market transactions on the Nasdaq Small Cap Market and through privately
negotiated block transactions.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
On December 20, 2000, BJ Chicago, LLC, a Delaware limited liability company
in which The Jacmar Companies has a 49.9% membership interest, entered into an
agreement to acquire an aggregate of 2,206,500 shares of Chicago Pizza Common
Stock from ASSI, Inc. and Louis Habash, representing approximately 28.8% of
Chicago Pizza's outstanding Common Stock, for a purchase price of $4.00 per
share. In addition, BJ Chicago, LLC entered into a separate agreement dated
December 20, 2000 to acquire an aggregate of 661,358 shares of the Company's
common stock, representing an aggregate of 8.6% of the total outstanding shares
of Chicago Pizza Common Stock, from Paul Motenko and Jerry Hennessy, the
Co-Chief Executive Officers of Chicago Pizza, at a purchase price of $2.75 per
share. Upon completion of the transactions, The Jacmar Companies will have sole
voting and investment power with respect to 1,190,200 shares of Chicago Pizza
Common Stock, representing approximately 15.5% of Chicago Pizza's outstanding
shares of Common Stock, and shared voting and investment power with respect to
an additional 2,867,858 shares of Chicago Pizza Common Stock, representing
approximately 37.5% of Chicago Pizza's outstanding shares of Common Stock.
In connection with ASSI's agreement to sell its shares of
Chicago Pizza Common Stock, two directors of Chicago Pizza nominated by ASSI,
Mark James and Allyn Burroughs, resigned effective December 20, 2000.
Except as set forth above, to the knowledge of The Jacmar
Companies, there are no contracts, arrangements, understandings or relationships
(legal or otherwise) between The Jacmar
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Page 5 of 6
Companies and any other person with respect to any securities of Chicago Pizza,
including, but not limited to, transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Stock Purchase Agreement dated as of December 20, 2000 among BJ
Chicago, LLC, ASSI, Inc. and Louis Habash.
2. Facilitation Agreement dated as of December 20, 2000 between BJ
Chicago, LLC and Chicago Pizza.
3. Stock Purchase Agreement dated as of December 20, 2000 among BJ
Chicago, LLC, Paul Motenko and Jerry Hennessy.
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Page 6 of 6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: December 21, 2000 THE JACMAR COMPANIES
By: /s/ JAMES A. DAL POZZO
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Name: James A. Dal Pozzo
Its: President
