SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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
Total Entertainment Restaurant Corp.
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(Name of issuer)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
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(Title of class of securities)
89150E 10 0
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(CUSIP number)
STEPHEN P. HARTNETT
4505 Winewood Court
Colleyville, Texas 76034
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(Name, address and telephone number of person
authorized to receive notices and communications)
January 7, 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(e), 13d-1(f) or 13d-1(g), check the
following box |X|.
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(a) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 11 Pages)
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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.
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 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).
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CUSIP No. 89150E 10 0 13D Page 2 of 11 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Stephen P. Hartnett
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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, OO
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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 OR ORGANIZATION
UNITED STATES OF AMERICA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 401,240
OWNED BY -----------------------------------------------------------------
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
526,800 (1)
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9 SOLE DISPOSITIVE POWER
401,240
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10 SHARED DISPOSITIVE POWER
526,800 (1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
928,040(1)
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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)
8.9%
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14 TYPE OF REPORTING PERSON*
IN
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(1) Includes 526,800 shares of Common Stock held by Organized Capital II
Ltd. ("Organized II"). Mr. Hartnett is a trading advisor to Organized
II and is the sole stockholder of its corporate general partner. Mr.
Hartnett disclaims beneficial ownership of these securities to the
extent of his equity interest therein.
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CUSIP No. 89150E 10 0 13D Page 3 of 11 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Organized Capital II, Ltd.
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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*
OO
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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 OR ORGANIZATION
TEXAS
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 526,800
OWNED BY -----------------------------------------------------------------
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
526,800
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
526,800
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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)
5.1%
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14 TYPE OF REPORTING PERSON*
PN
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CUSIP No. 89150E 10 0 13D Page 4 of 11 Pages
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The following constitutes the Schedule 13D filed by the undersigned
(the "Schedule 13D").
Item 1. SECURITY AND ISSUER.
This statement relates to shares (the "Shares") of the common
stock, $.01 par value per share ("Common Stock"), of Total Entertainment
Restaurant Corp. (the "Issuer"). The principal executive offices of the Issuer
are located at 9300 East Central Avenue, Suite 100, Wichita, Kansas 67278.
Item 2. IDENTITY AND BACKGROUND.
(a) This Statement is filed by Stephen P. Hartnett and
Organized Capital II Ltd., a Texas limited partnership ("Organized II"). Each of
the foregoing are referred to as a "Reporting Person" and collectively as the
"Reporting Persons."
(b) The principal business address of the Reporting Persons
and each person identified on Schedule A attached hereto is 4505 Winewood Court,
Colleyville, Texas 76034.
(c) The principal occupation of Mr. Hartnett is as a private
investor in and founder of restaurant concepts. Mr. Hartnett is also a trading
advisor to Organized II and is the sole stockholder, President and sole director
of Energy Alchemy, Inc., a Texas corporation, the general partner of Organized
II. For information with respect to the identity and background of the other
executive officer of Energy Alchemy, Inc., see Schedule A attached hereto. The
principal business of Organized II is passive investment activities.
(d) Neither of the Reporting Persons nor, to the best
knowledge of Organized II, any person identified on Schedule A, has, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Neither of the Reporting Persons nor, to the best
knowledge of Organized II, any person identified on Schedule A, has, during the
last five years, been 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) Mr. Hartnett and, to the best knowledge of Organized II,
each person identified on Schedule A is a citizen of the United States of
America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Except for the acquisition by Mr. Hartnett of the shares of
Common Stock identified on Schedule B for an aggregate purchase price of
$113,651, which came from Mr. Hartnett's personal and other funds, all of the
shares of Common Stock beneficially owned by the Reporting Persons and, to the
best knowledge of Organized II, each person identified on Schedule A were
acquired in February 1997 in a tax-free exchange transaction with the Issuer,
pursuant to which each
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CUSIP No. 89150E 10 0 13D Page 5 of 11 Pages
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of the Reporting Persons and, to the best knowledge of Organized II, each person
identified on Schedule A exchanged shares of common stock of Fox & Hound, Inc.
and Fox & Hound II and/or ownership interests in four limited partnerships for
shares of Common Stock of the Issuer.
Item 4. PURPOSE OF TRANSACTION.
The Reporting Persons and, to the best knowledge of Organized
II, each person identified on Schedule A acquired the shares of Common Stock for
investment purposes. On January 7, 1999, Mr. Hartnett was elected as a director
of the Issuer and was appointed its Co-Chairman of the Board. Except as
specifically set forth herein and in Mr. Hartnett's capacity as a director of
the Issuer, neither of the Reporting Persons nor, to the best knowledge of
Organized II, any person identified on Schedule A, has any present plan or
proposal which would relate to or result in any of the matters set forth in
subparagraphs (a) - (j) of Item 4 of Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate percentage of shares of Common Stock
reported to be beneficially owned by the Reporting Persons and each person
identified on Schedule A is based upon 10,415,000 shares outstanding, which is
the total number of shares of Common Stock outstanding as reported in the
Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended September 8,
1998.
As of the close of business on January 7, 1999, Mr. Hartnett
may be deemed to be the beneficial owner of 928,040 shares of Common Stock,
constituting approximately 8.9% of the outstanding shares of Common Stock.
Organized II may be deemed to be the beneficial owner of 526,800 shares of
Common Stock, constituting approximately 5.1% of the outstanding shares of
Common Stock.
(b) Mr. Hartnett has the sole power to vote and dispose of the
401,240 shares of Common Stock, representing approximately 3.9% of the
outstanding Common Stock, held by him and, by virtue of his position with
Organized II, may be deemed to have shared power to vote and dispose of the
526,800 shares of Common Stock, representing approximately 5.1% of the
outstanding shares of Common Stock, held by Organized II. Organized II has the
sole power to vote and dispose of the 526,800 shares of Common Stock discussed
in the previous sentence.
(c) Except as set forth on Schedule B, there have been no
transactions in the Issuer's Common Stock in the last sixty days by the
Reporting Persons or, to the best knowledge of Organized II, any person
identified on Schedule A.
(d) No person other than the Reporting Persons, and, to the
best knowledge of Organized II, any person identified on Schedule A, is known to
have the right to receive, or the power to direct the receipt of dividends from,
or proceeds from the sale of, the shares of Common Stock.
(e) Not applicable.
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CUSIP No. 89150E 10 0 13D Page 6 of 11 Pages
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Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Other than as described herein, there are no contracts,
arrangements or understandings or between the Reporting Person and, to the best
knowledge of Organized II, any person identified on Schedule A, and any other
Person with respect to the securities of the Issuer.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement.
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CUSIP No. 89150E 10 0 13D Page 7 of 11 Pages
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: February 26, 1999 ORGANIZED CAPITAL II, LTD.
By: Energy Alchemy, Inc.,
the General Partner
By:/s/ Paul R. Guernsey
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Name: Paul R. Guernsey
Title: Vice President
/s/ Stephen P. Hartnett
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STEPHEN P. HARTNETT
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CUSIP No. 89150E 10 0 13D Page 8 of 11 Pages
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SCHEDULE A
ENERGY ALCHEMY, INC. OFFICERS
Item 2. IDENTITY AND BACKGROUND.
Name Relationship to Energy Alchemy Principal Occupation
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Stephen P. Hartnett See Schedule 13D See Schedule 13D
Paul R. Guernsey Vice President Vice President
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Stephen P. Hartnett Paul R. Guernsey
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(a) Amount beneficially owned: see Schedule 13D 599,460(1)(2)
Percent of class: 5.8%
(b) Number of shares as to which
such person has:
(i) Sole power to vote or to
direct to vote: 72,660(1)
(ii) Shared power to vote or to
direct the vote: 526,800(2)
(iii) Sole power to dispose or to
direct the disposition of: 72,600(1)
(iv) Shared power to dispose or to
direct the disposition of: 526,800(2)
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(1) Includes 1,400 shares of Common Stock held by Mr. Guernsey's SEP/IRA
account.
(2) Consists of 526,800 shares of Common Stock held by Organized II. Mr.
Guernsey is an executive officer of the corporate general partner of
Organized II and disclaims beneficial ownership of these securities.
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CUSIP No. 89150E 10 0 13D Page 9 of 11 Pages
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SCHEDULE B
TRANSACTIONS EFFECTED WITHIN LAST SIXTY DAYS
Name Date No. Of Shares Price Transaction Type
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Stephen P. Hartnett 12/15/98 10,000 $2.8875 Open Market Purchase
12/16/98 5,000 3.00 Open Market Purchase
12/17/98 3,000 2.75 Open Market Purchase
12/22/98 5,000 2.75 Open Market Purchase
12/23/98 11,500 2.75 Open Market Purchase
12/29/98 5,500 2.9375 Open Market Purchase
Paul R. Guernsey 1/27/99 5,000 6.25 Open Market Sale
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CUSIP No. 89150E 10 0 13D Page 10 of 11 Pages
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EXHIBIT INDEX
EXHIBIT PAGE
1. Joint Filing Agreement 11
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CUSIP No. 89150E 10 0 13D Page 11 of 11 Pages
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JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934, as amended, the persons named below agree to the joint
filing on behalf of each of them of a Statement on Schedule 13D dated February
26, 1999 (including amendments thereto) with respect to the Common Stock of
Total Entertainment Restaurant Corp. This Joint Filing Agreement shall be filed
as an Exhibit to such Statement.
Dated: February 26, 1999 ORGANIZED CAPITAL II, LTD.
By: Energy Alchemy, Inc.,
the General Partner
By:/s/ Paul R. Guernsey
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Name: Paul R. Guernsey
Title: Vice President
/s/ Stephen P. Hartnett
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STEPHEN P. HARTNETT
