SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
STEAKHOUSE PARTNERS, INC.
(NAME OF ISSUER)
COMMON STOCK, $0.01 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
857875108
(CUSIP NUMBER)
WILLIAM B. MASTERS
JONES, WALKER, WAECHTER,
POITEVENT, CARRE`RE & DENE`GRE, L.L.P.
201 ST. CHARLES AVENUE, FLOOR 51
NEW ORLEANS, LA 70170
(504) 582-8000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS)
JUNE 9, 2000
(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 Section 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box[].
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section
240.13d-7(b) 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 the disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. 857875108
1) Names of Reporting Persons Talisman Capital Opportunity Fund Ltd.
I.R.S. Identification Nos. of Above Persons (entities only)
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)......................................................... _____
(b)......................................................... _____
3) SEC Use Only................................................
4) Source of Funds (See Instructions).......................... OO
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)....................................... _____
6) Citizenship or Place of Organization British Virgin Islands
Number of
Shares Bene- (7) Sole Voting Power......................... 0
ficially
Owned by
Each Reporting (8) Shared Voting Power....................... 1,269,169(1)
Person
With
(9) Sole Dispositive Power.................... 0
(10) Shared Dispositive Power.................. 1,269,169(1)
11) Aggregate Amount Beneficially Owned by Each
Reporting Person.......................................... 1,269,169(1)
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)................ _____
13) Percent of Class Represented by Amount
in Row 11................................................. 27.58%(1)(2)
14) Type of Reporting Person (See Instructions)............... CO
CUSIP No. 857875108
1) Names of Reporting Persons Talisman Capital Inc.(3)
I.R.S. Identification Nos. of Above Persons (entities only)
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)....................................................... _____
(b)....................................................... _____
3) SEC Use Only..............................................
4) Source of Funds (See Instructions)........................ OO
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)..................................... _____
6) Citizenship or Place of Organization...................... Delaware
Number of
Shares Bene- (7) Sole Voting Power......................... 0
ficially
Owned by
Each Reporting (8) Shared Voting Power....................... 1,269,169(1)
Person
With
(9) Sole Dispositive Power.................... 0
(10) Shared Dispositive Power.................. 1,269,169(1)
11) Aggregate Amount Beneficially Owned by Each
Reporting Person.......................................... 1,269,169(1)
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)................ _____
13) Percent of Class Represented by Amount
in Row 11................................................. 27.58%(1)(2)
14) Type of Reporting Person (See Instructions)............... CO
CUSIP No. 857875108
1) Names of Reporting Persons......................... Geoffrey Tirman(4)
I.R.S. Identification Nos. of Above Persons (entities only)
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)....................................................... _____
(b)....................................................... _____
3) SEC Use Only..............................................
4) Source of Funds (See Instructions)........................ OO
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)..................................... _____
6) Citizenship or Place of Organization - United States
Number of
Shares Bene- (7) Sole Voting Power........................ 0
ficially
Owned by
Each Reporting (8) Shared Voting Power...................... 1,269,169(1)
Person
With
(9) Sole Dispositive Power................... 0
(10) Shared Dispositive Power................ 1,269,169(1)
11) Aggregate Amount Beneficially Owned by Each
Reporting Person.......................................... 1,269,169(1)
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)................ _____
13) Percent of Class Represented by Amount
in Row 11................................................. 27.58%(1)(2)
14) Type of Reporting Person (See Instructions)....... IN
(1) Beneficial ownership of 1,269,169 shares of Common Stock (as
hereinafter defined) is being reported hereunder in connection with the
Notes and Warrants (each as hereinafter defined). The Warrants entitle
Talisman (as hereinafter defined) to purchase up to 225,000 shares of
Common Stock. The number of shares of Common Stock that may be issued to
Talisman upon the exchange of outstanding principal and any accrued
interest under the Notes is based, among other things, on the "Exchange
Price," as such term is defined in the Notes. The "Exchange Price" is
based, among other things, on the market price of the Common Stock during
the 22 trading days preceding the date of exchange of the Notes, discounted
by 25%. The number of shares of Common Stock issuable upon exchange of the
Notes is also subject to a number of anti-dilution adjustments based upon
changes in the outstanding number of shares of Common Stock and terms of
other securities that may be issued by the Issuer. Therefore, the actual
number of shares of Common Stock that may be issued upon the exchange of
the Notes is subject to a number of variables that will change based upon
the market performance of the Common Stock and actions that may be taken by
the Issuer, and the Reporting Person's beneficial ownership of Common Stock
will change as a result. The reported amounts of beneficial ownership have
been based upon the following assumptions (a) the outstanding principal
amount and accrued interest under the Notes is exchanged as of May 31, 2000
and (b) a conversion price of $2.3672 to determine the number of shares of
Common Stock issuable upon exchange of outstanding principal amount under
the Notes.
(2) The 1,269,169 shares of Common Stock indicated represent 27.58%
of the sum of (a) the outstanding shares of Common Stock of the Issuer as
of May 12, 2000, as disclosed by the Issuer in its definitive proxy
statement dated May 12, 2000, and (b) the 1,269,169 shares of Common Stock
reported hereunder based on the assumption in Note 1 above.
(3) Solely in its capacity as the investment manager of Talisman.
(4) Solely in his capacity as the sole stockholder of Talisman
Capital Inc.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $0.01 per share
(the "Common Stock"), of Steakhouse Partners, Inc., a Delaware corporation
formerly known as Galveston's Steakhouse Corp. (the "Issuer"). The
Issuer's principal executive office is located at 10200 Willow Creek Road,
San Diego, California 92131.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Talisman Capital Opportunity Fund
Ltd., a corporation formed under the laws of the British Virgin Islands
("Talisman"); Talisman Capital Inc., a Delaware corporation (the
"Investment Manager"); and Geoffrey Tirman (together with Talisman and the
Investment Manager, the "Reporting Persons").
Talisman's principal business is the investment in the securities of
private and public companies. The principal business address of Talisman
is 33-35 Reid Street, Jardine House - 4th Floor, Hamilton, Bermuda HM12.
Alastair Macdonald is a director of Talisman. The present principal
occupation or employment of Mr. Macdonald is as a Manager for Triathlon
Ltd. The principal business address of Mr. Macdonald and Triathlon Ltd. is
33-35 Reid Street, Jardine House - 4th Floor, Hamilton, Bermuda HM12.
Dianne Tatem is a director of Talisman. The present principal
occupation or employment of Ms. Tatem is as an Administrator for Triathlon
Ltd. The principal business address of Ms. Tatem and Triathlon Ltd. is 33-
35 Reid Street, Jardine House - 4th Floor, Hamilton, Bermuda HM12.
The Investment Manager's principal business is the management of the
investment and reinvestment of Talisman's assets. Mr. Tirman is the sole
stockholder of the Investment Manager, and his principal occupation is as
the principal officer of the Investment Manager responsible for such
activities. The principal business address of the Investment Manager and
Mr. Tirman is 16101 LaGrande Drive, Suite 100, Little Rock, Arkansas 72223.
(d) None of the persons or entities named in this Item 2 has, during
the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the persons or entities named in this Item 2 has, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
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.
(f) Geoffrey Tirman is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On September 28, 1998, the Issuer entered into a note purchase
agreement with Talisman pursuant to which Talisman purchased the Issuer's
14.375% secured exchangeable note due September 28, 2003 in the principal
amount of $650,000 (the "14.375% Note"). On December 21, 1998, the Issuer
entered into a note purchase agreement with Talisman pursuant to which
Talisman purchased the Issuer's 12.000% secured exchangeable note due
September 28, 2003 in the principal amount of $1,350,000 (the "12.000%
Note" and, together with the 14.375% Note, the "Notes"). In addition, the
Issuer has executed and delivered warrants (the "Warrants") to Talisman,
which entitle Talisman, subject to certain limitations, to purchase up to
225,000 shares of Common Stock. The source of the funds used to purchase
the Notes and Warrants, including any funds that may be used to exercise
the Warrants, were and will be (i) investments by the limited partners of
Talisman's shareholders and (ii) proceeds of transactions with respect to
prior investments of Talisman.
ITEM 4. PURPOSE OF TRANSACTION.
The securities covered by this statement were acquired by the
Reporting Persons for investment purposes. The Reporting Persons intend to
continue to evaluate the investment in the securities covered by this
statement based on the Issuer's financial conditions, results of operations
and prospects as well as other then existing or anticipated facts or
circumstances, including general economic, market and other financial
conditions. Accordingly, the Reporting Persons reserve the right to change
their plans and intentions with respect to the investment in the securities
covered by this statement at any time, as they deem appropriate. In
particular, the Reporting Persons may, at any time and from time to time
acquire or dispose of additional securities that may be issued by the
Issuer. There can be no assurance that the Reporting Persons will increase
or decrease their investment in the Issuer.
The Reporting Persons reserve the right to exercise any and all of
their respective rights as a security holder of the Issuer.
None of the Reporting Persons has a present plan or proposal that
relates to, or would result in, any of the transactions described in
subparagraphs (a) through (j) under Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Because the Investment Manager is the sole investment manager with
regard to Talisman's assets, the Investment Manager may be deemed to
beneficially own the shares of Common Stock beneficially owned by Talisman.
Because Geoffrey Tirman is the sole stockholder of the Investment Manager,
he may be deemed to beneficially own the shares of Common Stock deemed
beneficially owned by the Investment Manager. Geoffrey Tirman and the
Investment Manager disclaim beneficial ownership of the Common Stock
beneficially owned by Talisman except to the extent of their actual
individual pecuniary interest therein.
The Notes are, subject to certain limitations, exchangeable for shares
of Common Stock. The number of shares of Common Stock that may be received
by Talisman upon exchange of the Notes is described in footnote number 1
above. The number of shares of Common Stock issuable upon exchange of the
Notes is also subject to a number of anti-dilution adjustments based upon
changes in the outstanding number of shares of Common Stock and terms of
securities that may be issued by the Issuer.
The Warrants may be exercised to acquire 225,000 shares of Common
Stock within 60 days of the reporting date. The number of shares of Common
Stock issuable upon exercise of the Warrants is also subject to a number of
anti-dilution adjustments based upon changes in the outstanding number of
shares of Common Stock and terms of other securities that may be issued by
the Issuer.
Based upon the preceding and information contained in the Issuer's
definitive proxy statement dated May 12, 2000 that there were 3,332,022
shares of Common Stock issued and outstanding as of May 12, 2000, on the
basis and subject to the assumption set forth in this Schedule 13D each
Reporting Person owns or may be deemed to beneficially own 27.58% of the
outstanding shares of Common Stock.
The Investment Manager, as the manager of the assets of Talisman, has
the right to direct the vote of and dispose of the Common Stock
beneficially owned by Talisman. Geoffrey Tirman, as the sole stockholder
of the Investment Manager, has the right to direct the vote of and dispose
of the Common Stock deemed beneficially owned by the Investment Manager.
Except as set forth above, none of the Reporting Persons beneficially
owns any shares of Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as described in Items 3 and Item 5 of this Schedule 13D, none
of the Reporting Persons has any contract, arrangement, understanding or
relationship (legal or otherwise) with any person with respect to any
securities of the Issuer, including, but not limited to, the 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 losses, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not Applicable.
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: June 9, 2000 TALISMAN CAPITAL OPPORTUNITY FUND LTD.
By: TALISMAN CAPITAL INC.
By: /s/Geoffrey Tirman
----------------------------------
Geoffrey Tirman
Chief Executive Officer
TALISMAN CAPITAL INC.
By: /s/ Geoffrey Tirman
----------------------------------
Geoffrey Tirman
Chief Executive Officer
/s/ Geoffrey Tirman
----------------------------------
GEOFFREY TIRMAN
