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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.: 5
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 Capital 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 22, 1998
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:
1,908,506
9. Sole Dispositive Power:
10. Shared Dispositive Power:
1,908,506
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,908,506
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)
16.44%
14. Type of Reporting Person
IN
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The purpose of this Amendment No. 5 is to report that the
ownership of Atticus International, Ltd. and Atticus Management,
Ltd. in the Common Stock, par value $.01 per share (the
"Shares"), of Unique Casual Restaurants, Inc. (the "Issuer") has
decreased from 7.08% to 4.8% of the outstanding Shares. 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
No change.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, Mr. Barakett is deemed to
beneficially own 1,908,506 Shares and the Manager and
the Fund are each deemed to beneficially own 551,556
Shares. All 1,908,506 Shares deemed to be owned by Mr.
Barakett are held by either the Partnerships, the Fund
or the managed accounts. The aggregate purchase price
for all the Shares of the Issuer that Mr. Barakett is
currently deemed to beneficially own is $12,946,377.43.
The aggregate purchase price for all the Shares of the
Issuer that the Manager and the Fund are currently
deemed to beneficially own is $3,740,675.09. The funds
for the purchase of the Shares held in the Partnerships,
the Fund or the managed accounts have come from the
working capital of the Partnerships, 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
No change.
Item 5. Interest in Securities of Issuer
Based on the Issuer's most recent filing on Form 10-Q,
as of November 9, 1998 there were 11,605,659 Shares
outstanding. Therefore, Mr. Barakett may be deemed to
beneficially own 16.44% of the outstanding Shares and
the Manager and the Fund each may be deemed to own 4.8%
of the outstanding Shares. None of the Partnerships or
any of the managed accounts by itself owns greater than
4
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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. The only transaction in the
past sixty days was a transfer by the Fund of 268,644
Shares to the two Partnerships on December 22, 1998 at a
price of $5.875 per Share. This transfer resulted in
the Manager and the Fund ceasing to be the beneficial
owners of more than 5% of the outstanding Shares of the
Issuer on December 22, 1998 but did not change the total
number of Shares deemed to be beneficially owned by Mr.
Barakett.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
No change.
Item 7. Material to be Filed as Exhibits
Exhibit A: Joint Filing agreement.
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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 23, 1998
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Exhibit A
AGREEMENT
The undersigned agree that this Amendment to
Schedule 13D dated December 23, 1998 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 23, 1998
02090003.AI0
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