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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. 4)
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)
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 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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CITIZENSHIP OR PLACE OF ORGANIZATION
6
NEVADA
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7 SOLE VOTING POWER
2,375,500
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8 SHARED VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY --------- -------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 2,375,500
PERSON WITH --------- -------------------------------------------
10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,375,500
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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)
31.0%
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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
U.S.
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7 SOLE VOTING POWER
NUMBER OF 31,000
SHARES --------- -------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 2,375,500
REPORTING --------- -------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
31,000
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10 SHARED DISPOSITIVE POWER
2,375,500
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,406,500
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
------------ -------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.4%
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14 TYPE OF REPORTING PERSON*
IN
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STATEMENT ON SCHEDULE 13D
This Amendment No. 4 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, and Amendment No. 3 dated July 13, 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. 4 is to reflect (i) the
agreement by ASSI and Habash to sell all of their shares of Common Stock of the
Company under a Stock Purchase Agreement dated as of December 20, 2000 among
ASSI, Habash and BJ Chicago, LLC (the "2000 Stock Purchase Agreement"), and (ii)
the receipt by ASSI of an option from the Company to purchase 200,000 shares of
Common Stock at $4.00 per share pursuant to a Mutual General Release dated
December 20, 2000.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is amended to read as follows:
ASSI beneficially owns 2,375,500 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. Another
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 1996 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. The remaining 200,000 shares
are beneficially owned pursuant to currently exercisable options, acquired in
December 2000 as consideration for the release by ASSI of any claims it had
against the Company.
Habash, as sole shareholder of ASSI, beneficially owns all of
the shares owned by ASSI, plus an additional 31,000 shares individually. Habash
purchased the shares owned by him individually with personal funds.
Page 4 of 7 Pages
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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 2,375,500 shares of Common Stock, representing approximately
31.0% 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
September 30, 2000. Of this amount, 200,000 are pursuant to a currently
exercisable option.
As sole shareholder of ASSI, Habash beneficially owns all of
the shares of Common Stock beneficially owned by ASSI, plus an additional 31,000
shares directly owned by him, for an aggregate beneficial ownership of 2,406,500
shares representing approximately 31.4% of the outstanding Common Stock.
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 2,375,500 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 31,000 shares of Common
Stock held by him.
(c) On December 20, 2000, ASSI agreed to sell to BJ Chicago,
LLC, a Delaware limited liability company ("BJC"), 2,175,500 shares of Common
Stock under the 2000 Stock Purchase Agreement upon the satisfaction of certain
conditions. The purchase price for the shares will be $4.00 per share, for an
aggregate purchase price of $8,702,000. Under the 2000 Stock Purchase Agreement,
Habash agreed to sell to BJC 31,000 shares at $4.00 per share for an aggregate
purchase price of $124,000. These sales are scheduled to close on or before
January 18, 2001.
(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 "1999 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
Page 5 of 7 Pages
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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 1999 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.
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.
Pursuant to the 2000 Stock Purchase Agreement, ASSI and Habash
have agreed to sell 2,175,500 and 31,000 shares, respectively, to BJC, subject
to the satisfaction of certain conditions. These sales are expected to close on
or before January 18, 2001.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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<S> <C>
Exhibit 6 Stock Purchase Agreement dated
December 20, 2000 among ASSI, Inc.,
Louis Habash and BJ Chicago, LLC.
Exhibit 7 Mutual General Release dated December 20,
2000 by and among ASSI, Inc., Louis
Habash and Chicago Pizza & Brewery, Inc.
Exhibit 8 Option Agreement dated December 20, 2000
between Chicago Pizza & Brewery, Inc. and
ASSI, Inc.
</TABLE>
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SIGNATURES
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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: December 27, 2000
ASSI, INC.
By: /s/ Louis Habash
---------------------------------
Louis Habash, President
/s/ Louis Habash
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Louis Habash
Page 7 of 7 Pages
