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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.: 2
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 8, 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:
1,176,806
8. Shared Voting Power:
9. Sole Dispositive Power:
1,176,806
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,176,806
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)
10.27%
14. Type of Reporting Person
IN
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This Amendment is being filed for the purposes of amending the
Reporting Person's responses to Items 4 and 7 of the original
Schedule 13D. All capitalized terms not defined herein have the
definitions given them in the original Schedule 13D.
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
No change.
Item 3. Source and Amount of Funds or Other Consideration
No change.
Item 4. Purpose of Transactions
The Shares deemed to be beneficially owned by the
Reporting Person were acquired for, and are being held
for, investment purposes. The Reporting Person 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 Person has 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. However, by
letter dated December 5, 1997 (the "Letter to the
Board"), the Reporting Person requested that the Board
of Directors of the Issuer appoint a committee of
independent directors to hire an independent investment
banking firm and otherwise study alternatives for
maximizing shareholder value. A copy of the Letter to
the Board is filed with this Amendment as Exhibit B to
this Schedule 13D. The Reporting Person reserves the
right to provide copies of the Letter to Management to
other persons, including shareholders of the Issuer.
The Reporting Person, 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.
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Item 5. Interest in Securities of Issuer
No change.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
No change.
Item 7. Material to be Filed as Exhibits
No transactions in the Shares have been effected by
the Reporting Person since the filing of the
Schedule 13D being amended hereby.
Attached to this Amendment as Exhibit B to this
Schedule 13D is a copy of the Letter to the Board.
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Signature
The undersigned, after reasonable inquiry and to
the best of his knowledge and belief, certifies that the
information set forth in this statement is true, complete
and correct.
/s/ Timothy R. Barakett
_____________________________
Timothy R. Barakett
December 8, 1997
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02090003.AE0
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EXHIBIT B
_________
ATTICUS CAPITAL INC.
590 Madison Avenue
New York, NY 10022
Tel: (212)829-8100 Fax (212)829-8111
December 5, 1997
Board of Directors
C/o Mr. William H. Baumhauer
Chairman and Chief Executive Officer
Unique Casual Restaurants, Inc.
One Corporate Place
55 Ferncroft Road
Danvers, MA 01923
Dear Board of Directors,
During the last two weeks, Atticus Capital has spoken to a limited
number of shareholders of Unique Casual Restaurants, Inc.
("Unique" or the "Company") representing approximately 35% or more
of the Company's outstanding common stock (not including the 10.5%
that Atticus owns or manages). These conversations focused on the
recommendations to create shareholder value contained in our
letter to the Board of Directors dated November 7, 1997 relative
to the opportunity for Unique to enhance shareholder value on a
stand-alone basis without exploring strategic alternatives. Some
of Atticus Capital's conclusions that resulted from these
conversations are listed below:
1) Investors question the ability of the current management team
to execute its strategic plan to profitably expand Champps due
to prior failures with Fuddruckers. Investors are concerned
that the substantial execution risk in expanding Champps could
deteriorate shareholder value.
2) Unique's stock price is unlikely to appreciate unless
strategic alternatives are implemented, similar to Daka
International, due to the lack of new investor interest, lack
of research analyst coverage, low liquidity in the stock and
lack of earnings per share. Fuddruckers is inhibiting the
value of Champps to be realized in the public markets as the
assets appeal to two different investor bases.
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3) The asset value that could be realized in a sale of both
Champps and Fuddruckers should substantially exceed the
current market value of Unique. In addition to independent
valuations done by shareholders and research analysts, these
type of valuations in a sale transaction have been
communicated to shareholders (including ourselves) on numerous
occasions by Unique's Chairman and Chief Executive Officer.
4) A special committee of truly independent directors should be
established to hire an independent investment banking firm and
study the value that Unique could receive for Champps and
Fuddruckers in a sale transaction. This Independent Committee
should then make a recommendation to the Board regarding
whether Unique's shareholders are better served by allowing
management to execute its strategic plan or by examining
strategic alternatives.
5) Moving Unique's corporate office to Denver seems ill advised
and appears to be a waste of corporate assets.
We believe that the Board has the fiduciary duty to, at a minimum,
establish a truly Independent Committee to study the valuations
that Unique could receive today for its assets in a sale
transaction. In order to ensure fairness to all constituencies,
we believe that this Independent Committee can only include
Unique's truly independent directors -- E.L. Cox, Erline Belton
and Allen R. Maxwell (the "Independent Committee"). Unique's
other four directors are clearly not independent as two directors
are members of the management team and two directors have received
sizeable fees from the Company within the last year, as described
in "Certain Transactions" in Unique's 1997 Proxy Statement.
We believe that this Independent Committee should hire an
independent investment banking firm with a specific expertise in
the restaurant industry to study: 1) the value of Champps and
Fuddruckers that could be realized in a sale transaction, 2) the
potential universe of buyers of Champps and Fuddruckers, 3) the
outlook for Unique's stock price without exploring strategic
alternatives, and 4) the tax implications of a sale of Champps and
Fuddruckers and the most tax-efficient potential transaction
structure. Based on prior information provided to our firm by
Unique's management team on the tax basis of Unique's assets, it
appears the a sale of Champps and Fuddruckers could be effected
tax-efficiently to the best buyers for each asset.
After the independent investment bank has completed its study, the
Independent Committee should determine whether Unique's
shareholders are better served by allowing management to execute
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its strategic plan or by examining strategic alternatives and then
making its recommendation to the Board.
We would like the opportunity to discuss our concerns and ideas
with the Board at a time and location of your convenience. We
have also attached a request for information from our lawyers. We
look forward to your response.
Respectfully submitted,
/s/ Timothy R. Barakett
Timothy R. Barakett
President
02090003.AD9
