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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.: 3
Name of Issuer: Unique Casual Restaurants, Inc.
Title of Class of Securities: Common Stock, $.01 par value
CUSIP Number: 909 15K 100
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
John Zoraian, c/o Atticus Holdings, L.L.C., 590 Madison Avenue,
32nd Floor, New York, New York 10022; (212) 829-8100
(Date of Event which Requires Filing of this Statement)
December 29, 1997
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 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).
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CUSIP No.: 909 15K 100
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Timothy R. Barakett
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Canada
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
1,778,106
9. Sole Dispositive Power:
10. Shared Dispositive Power:
1,778,106
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,778,106
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)
15.46%
14. Type of Reporting Person
IN
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CUSIP No.: 909 15K 100
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Atticus Management, Ltd.
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Source of Funds
WC
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 Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
790,200
9. Sole Dispositive Power:
10. Shared Dispositive Power:
790,200
11. Aggregate Amount Beneficially Owned by Each Reporting Person
790,200
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)
6.87%
14. Type of Reporting Person
CO
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CUSIP No.: 909 15K 100
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Atticus International, Ltd.
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Source of Funds
WC
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 Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
790,200
9. Sole Dispositive Power:
10. Shared Dispositive Power:
790,200
11. Aggregate Amount Beneficially Owned by Each Reporting Person
790,200
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)
6.87%
14. Type of Reporting Person
CO
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The purpose of this Amendment No. 3 is to report that the
ownership of Timothy R. Barakett in the Common Stock, par value
$.01 per share (the "Shares"), of Unique Casual Restaurants, Inc.
(the "Issuer") has increased from 10.27% to 15.46% of the Shares
and to report that Atticus Management, Ltd. and Atticus
International, Ltd. became the owners of more than 5% of the
Shares on December 30, 1997. All capitalized terms not defined
herein have the definitions given them in this Schedule 13D as
previously amended.
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
This statement is being filed on behalf of Timothy R.
Barakett, Atticus Management, Ltd. (the "Manager") and
Atticus International, Ltd. (the "Fund" and, together
with Mr. Barakett and the Manager, sometimes referred to
as the "Reporting Persons"), each of which is a British
Virgin Islands international business company.
Mr. Barakett is the Managing Member of Atticus Holdings,
L.L.C. ("Holdings"), a Delaware limited liability
company that serves as the General Partner of Atticus
Partners, L.P., a Delaware limited partnership (the
"Partnership"), and that has investment discretion over
certain managed accounts (the "managed accounts"), and
is the President of the Manager, which serves as the
Manager of the Fund. The principal office of Mr.
Barakett, the Partnership and Holdings is at 590 Madison
Avenue, 32nd Floor, New York, New York 10022. The
Principal Office of the Manager is at Citco Building,
Wickhams Cay, P.O. Box 662, Road Town, Tortola, British
Virgin Islands. The principal office of the Fund is at
c/o CITCO Fund Services (Curacao) N.V., Kaya Flamboyan
9, Curacao, Netherlands Antilles.
None of the Reporting Persons, Holdings or the
Partnership has, during the last five years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), nor has any such
person, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in 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 violations with
respect to such laws.
Mr. Barakett is a citizen of Canada.
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Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, Mr. Barakett is deemed to
beneficially own 1,778,106 Shares and the Manager and
the Fund are each deemed to beneficially own 790,200
Shares. All 1,778,106 Shares deemed to be owned by Mr.
Barakett are held by either the Partnership, the Fund or
the managed accounts. As a consequence of a spin-off of
the Issuer that was effected in connection with the
merger of Daka International, Inc. with Compass Interim,
Inc., the Partnership, the Fund and the managed accounts
received a distribution of 973,600 Shares of the Issuer
on July 23, 1997. Since this distribution, the
Partnership, the Fund and the managed accounts have
purchased additional Shares in open market transactions.
The aggregate purchase price for all the Shares of the
Issuer that Mr. Barakett is currently deemed to
beneficially own is $12,087,681.64. The aggregate
purchase price for all the Shares of the Issuer that the
Manager and the Fund are currently deemed to
beneficially own is $5,379,944.59. The funds for the
purchase of the Shares held in the Partnership, the Fund
or the managed accounts have come from the working
capital of the Partnership, the Fund or the managed
accounts. The working capital of these entities
includes the proceeds of margin loans entered into in
the ordinary course of business with Bear, Stearns &
Co., Inc., such loans being secured by the securities
owned by them.
Item 4. Purpose of Transactions
The Shares deemed to be beneficially owned by the
Reporting Persons were acquired for, and are being held
for, investment purposes. Mr. Barakett has communicated
with management of the Issuer and reserves the right in
the future to communicate with management, other
shareholders of the Issuer and other parties regarding
methods of enhancing shareholder value. The Reporting
Persons have no plan or proposal which relates to, or
would result in, any of the actions enumerated in Item 4
of the instructions to Schedule 13D. Mr. Barakett
continues to believe, however, that the Board of
Directors of the Issuer should appoint a committee of
independent directors to hire an independent investment
banking firm and otherwise study alternatives for
maximizing shareholder value. Mr. Barakett continues to
reserve the right to provide copies of letters to
management expressing this view (previously filed as
exhibits to this Schedule 13D) to other persons,
including shareholders of the Issuer.
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Mr. Barakett, on behalf of the above mentioned entities,
reserves the right to purchase additional Shares or to
dispose of the Shares in the open market, in privately
negotiated transactions or in any other lawful manner in
the future and to take whatever action with respect to
each of such entities' holdings of the Shares he deems
to be in the best interests of such entities.
Item 5. Interest in Securities of Issuer
Based on the Issuer's most recent filing on Form 10-Q,
as of November 10, 1997 there were 11,504,210 Shares
outstanding. Therefore, Mr. Barakett may be deemed to
beneficially own 15.46% of the outstanding Shares and
the Manager and the Fund each may be deemed to own 6.87%
of the outstanding Shares. None of the Partnership or
any of the managed accounts by itself owns greater than
5% of the outstanding Shares. The Reporting Persons
have the power to vote, direct the vote, dispose of or
direct the disposition of all the Shares that they are
deemed to beneficially own. All transactions in the
Shares effected by Mr. Barakett since the last filing on
Schedule 13D were effected in open-market transactions
and are set forth in Exhibit B hereto. All transactions
in the Shares effected by the Manager and the Fund in
the sixty days prior to December 30, 1997 were effected
in open-market transactions and are set forth in Exhibit
C hereto.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The Reporting Persons have no contract, arrangement,
understanding or relationship with any person with
respect to the Shares.
Item 7. Material to be Filed as Exhibits
Exhibit A: Joint Filing agreement.
Exhibits B and C: As described in Item 5.
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Signatures
The undersigned, after reasonable inquiry and to
the best of their knowledge and belief, certify that the
information set forth in this statement is true, complete
and correct.
/s/ Timothy R. Barakett
_____________________________
Timothy R. Barakett
ATTICUS MANAGEMENT, LTD.
By: /s/ Timothy R. Barakett
_____________________________
Timothy R. Barakett, President
ATTICUS INTERNATIONAL, LTD.
By: ATTICUS MANAGEMENT, LTD.
Manager
By: /s/ Timothy Barakett
____________________________
Timothy R. Barakett, President
December 31, 1997
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Exhibit A
AGREEMENT
The undersigned agree that this Amendment to
Schedule 13D dated December 31, 1997 relating to the Common
Stock of Unique Casual Restaurants, Inc. shall be filed on
behalf of the undersigned.
/s/ Timothy R. Barakett
_____________________________
Timothy R. Barakett
ATTICUS MANAGEMENT, LTD.
By: /s/ Timothy R. Barakett
_____________________________
Timothy R. Barakett, President
ATTICUS INTERNATIONAL, LTD.
By: ATTICUS MANAGEMENT, LTD.
Manager
By: /s/ Timothy Barakett
____________________________
Timothy R. Barakett, President
December 31, 1997
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02090003.AE4
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Exhibit B
SCHEDULE OF TRANSACTIONS - TIMOTHY R. BARAKETT
Price Per Share
Date Shares Purchased or (Sold) (excluding commission)
____ ________________________ _________________
12/11/97 25,000 $6.975
12/12/97 45,000 6.75
12/15/97 7,000 6.6225
12/16/97 5,000 6.375
12/17/97 10,000 6.1875
12/19/97 9,000 6.125
12/24/97 5,000 6.185
12/29/97 1,000 6.125
12/29/97 10,000 6.4275
12/30/97 464,300 7.039
12/30/97 20,000 6.8288
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Exhibit C
SCHEDULE OF TRANSACTIONS -
ATTICUS MANAGEMENT, LTD. AND
ATTICUS INTERNATIONAL, LTD.
Price Per Share
Date Shares Purchased or (Sold) (excluding commission)
____ ________________________ _________________
10/31/97 20,300 $5.4412
12/11/97 14,000 6.975
12/12/97 25,200 6.75
12/19/97 9,000 6.125
12/24/97 5,000 6.185
12/29/97 600 6.125
12/29/97 6,200 6.4275
12/30/97 259,500 7.039
12/30/97 12,300 6.8288
02090003.AE4
