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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. 18 )*
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Champps Entertainment, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
909 15K 100
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(CUSIP Number)
John Zoraian
c/o Atticus Capital L.L.C.
590 Madison Avenue, 32nd Floor
New York, New York 10022
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 27, 2000
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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 that is the subject of this schedule 13D, and is
filing this schedule because of Sections 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 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 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 ("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).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number.
SEC 1746 (2-98)
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<TABLE>
<CAPTION>
CUSIP No. 909 15K 100
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<S> <C> <C>
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1. Name Of Reporting Persons
S.S. Or I.R.S. Identification Nos. of above persons (entities only).
Timothy R. Barakett
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2. Check The Appropriate Box If a Member of a Group (See Instructions)
(a)
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(b)
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3. SEC Use Only
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4. Source of Funds (See Instructions) WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
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6. Citizenship or Place of Organization Canada
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7. Sole Voting Power 2,900,606
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Number of ------------------------------------------------------------
Shares Bene- 8. Shared Voting Power 0
ficially by --------------------------
Owned by Each ------------------------------------------------------------
Reporting 9. Sole Dispositive Power 2,900,606
Person With --------------------------
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10. Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,900,606
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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13. Percent of Class Represented by Amount in Row (11) 24.4%
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14. Type of Reporting Person (See Instructions)
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IN
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</TABLE>
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The purpose of this Amendment No. 18 is to report an increase in Timothy R.
Barakett's beneficial ownership of the security of Champps Entertainment, Inc.
as described below. This Amendment No. 18 amends and restates the original
Schedule 13D and all previously filed amendments thereto in entirety.
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement on Schedule 13D
relates is the Common Stock, $0.01 par value per share (the "Shares"),
of Champps Entertainment, Inc. (the "Issuer"), a Delaware corporation,
with principal offices located at 5619 DTC Parkway, Suite 1000,
Englewood, Colorado 80111.
ITEM 2. IDENTITY AND BACKGROUND
(a), (b) and (c) This statement is being filed by Timothy R. Barakett
("Mr. Barakett" or the "Reporting Person"). The business address of Mr.
Barakett is 590 Madison Avenue, 32nd floor, New York, New York 10022.
Mr. Barakett is the Managing Member of Atticus Holdings, L.L.C., a
Delaware limited liability company ("Atticus Holdings"), which serves as
a general partner to certain investment funds over which Mr. Barakett
has investment discretion. Mr. Barakett is also the Chairman and Chief
Executive Officer of Atticus Capital, L.L.C., a Delaware limited
liability company ("Atticus Capital"), and Atticus Management, Ltd., an
international business company organized under the laws of the British
Virgin Islands ("Atticus Management" and, together with Atticus Capital,
the "Atticus Entities"). The Atticus Entities act as advisers for
various investment funds (the "Funds") and managed accounts (the
"Accounts"). Based on his relationship with the Atticus Entities and
Atticus Holdings, Mr. Barakett is deemed to be a beneficial owner of the
Shares owned by the Funds and Accounts. None of the Funds or Accounts is
deemed to beneficially own any Shares because the Funds and Accounts do
not have the power to vote, direct the vote, dispose of or direct the
disposition of the Shares they hold.
(d) Mr. Barakett has not, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Mr. Barakett has not, 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.
(f) Mr. Barakett is a citizen of Canada.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of the date hereof, Mr. Barakett is deemed to beneficially own
2,900,606 Shares. With the exception of 5,000 options to purchase Shares
at an exercise price of $4.00 per share (the "Options"), all 2,900,606
Shares deemed to be owned by Mr. Barakett are held by either the Funds
or the Accounts over which Mr. Barakett has investment discretion. The
aggregate purchase price for all the Shares that Mr. Barakett is
currently deemed to beneficially own is $18,713,947.98. The funds for
the purchase of the Shares held by the Funds or the Accounts
beneficially owned by Mr. Barakett have come from the working capital of
the Funds or the Accounts. The working capital of these entities
includes the proceeds of margin loans entered into in the ordinary
course of business with Morgan Stanley Dean Witter & Co., such loans
being secured by the securities owned by them.
ITEM 4. PURPOSE OF TRANSACTION
(a) through (j) The Shares owned or deemed to be beneficially owned by
Mr. Barakett were acquired for, and are being held for, investment
purposes. Mr. Barakett has no plan or proposal which relates to, or
would result in, any transaction, change or event specified in clauses
(a) through (j) of Item 4 of the Schedule 13D.
Mr. Barakett, on behalf of the Funds and Accounts, 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 they deem to be in the best
interests of such entities.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a), (b) and (c) Based on the Issuer's most recent filing on Form 10-Q
dated November 15, 2000, as of November 6, 2000 there were 11,871,527
Shares outstanding. Mr. Barakett owns the Options, which are deemed to
be outstanding for the purposes of this Amendment No. 18. Therefore, Mr.
Barakett may be deemed to beneficially own 24.4% of the outstanding
Shares. Mr. Barakett has the power to vote, direct the vote, dispose of
or direct the disposition of all the Shares that he is deemed to
beneficially own. Although there are individual Funds or Accounts such
as Dred, Ltd. ("Dred") and Atticus Global Advisors, Ltd. ("Atticus
Global"), each an international business corporation organized under
the laws of the British Virgin Islands, that own greater than 5% of the
outstanding Shares, they do not have the power to vote, direct the vote,
dispose of or direct the disposition of the Shares that they own and
therefore are not deemed to be beneficial owners of the Shares.
All transactions in the Shares effected by the Funds and Accounts over
which Mr. Barakett has investment discretion since the last filing on
Schedule 13D are set forth in Exhibit A-18 hereto.
(d) Dred, whose Shares are deemed to be beneficially owned by Mr.
Barakett, has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, 5.2% of the Shares.
Atticus Global, whose Shares are deemed to be beneficially owned by
Mr. Barakett, has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, 5.3% of the
Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
The Options held by Mr. Barakett are subject to the 1997 Stock Option
and Incentive Plan of the Issuer (the "Plan"), a copy of which was filed
with the Issuer's Registration Statement on Form 10 filed with the
Securities and Exchange Commission ("SEC") on June 3, 1997, and the
Non-Qualified Stock Option Agreement a copy of which is filed herewith
as Exhibit B-18.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A A description of the transactions in the Shares that
were effected by the Funds and/or Accounts over which
the Reporting Person for the Original Schedule 13-D (the
"Original 13-D") had investment discretion during the
sixty days prior to October 31, 1997 through the date of
the filing of the Original 13-D, previously filed as
Exhibit A to the Original 13-D and incorporated herein
by reference.
Exhibit A-1 Letter to Management previously filed as Exhibit A to
Amendment No. 1 and incorporated herein by reference.
Exhibit A-2 Letter to Management previously filed as Exhibit A to
Amendment No. 2 and incorporated herein by reference.
Exhibit A-3 Joint Filing Agreement filed as Exhibit A to Amendment
No. 3 and incorporated herein by reference.
Exhibit B-3 A description of the transactions in the Shares that
were effected by the Funds and/or Accounts over which
Mr. Barakett had investment discretion since the filing
of Amendment No. 2 previously filed as Exhibit B to
Amendment No. 3 and incorporated herein by reference.
Exhibit C-3 A description of the transactions in the Shares that
were effected by the Funds and/or Accounts over which
certain other Reporting Person(s) of Amendment No. 3 had
investment discretion during the sixty days prior to
December 30, 1997 through the date of the filing of
Amendment No. 3 previously filed as Exhibit C to
Amendment No. 3 and incorporated herein by reference.
Exhibit A-4 Joint Filing Agreement filed as Exhibit A to Amendment
No. 4 and incorporated herein by reference.
Exhibit B-4 A description of the transactions in the Shares that
were effected by the Funds and/or Accounts over which
Mr. Barakett had investment discretion in the sixty days
prior to September 1, 1998 previously filed as Exhibit B
to Amendment No. 4 and incorporated herein by reference.
Exhibit C-4 Notice of Atticus Partners, L.P. ("Atticus Partners") to
the Issuer of its intent to nominate persons for
election to the Board of Directors of the Issuer and to
propose business to be brought before the 1998 Annual
Meeting of Stockholders previously filed as Exhibit C to
Amendment No. 4 and incorporated herein by reference.
Exhibit A-5 Joint Filing Agreement filed as Exhibit A to Amendment
No. 5 and incorporated herein by reference.
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Exhibit A-6 Confidentiality and Standstill Letter Agreement, dated
January 5, 1999, between the Issuer and Atticus Partners
previously filed as Exhibit A to Amendment No. 6 and
incorporated herein by reference.
Exhibit A-7 Letter, dated December 9, 1998, from Mr. Donald C.
Moore, Chief Executive Officer of the Issuer, to Atticus
Partners previously filed as Exhibit A to Amendment No.
7 and incorporated herein by reference.
Exhibit A-8 The Settlement Agreement, dated as of March 10, 1999, by
and among the Issuer, E.L. Cox, Erline Belton, Joseph W.
O'Donnell, Alan D. Schwartz, Atticus Partners, Mr.
Barakett and James S. Goodwin previously filed as
Exhibit A to Amendment No. 8 and incorporated herein by
reference.
Exhibit A-9 Joint Filing Agreement filed as Exhibit A to Amendment
No. 9 and incorporated herein by reference.
Exhibit B-9 A description of the transactions in the Shares that
were effected by the Funds and/or Accounts over which
Mr. Barakett had investment discretion in the sixty days
prior to December 14, 1998 previously filed as Exhibit B
to Amendment No. 9 and incorporated herein by reference.
Exhibit A-10 Joint Filing Agreement filed as Exhibit A to Amendment
No. 10 and incorporated herein by reference.
Exhibit B-10 A description of the transactions in the Shares that
were effected by the Funds and/or Accounts over which
the Reporting Person(s) of Amendment No. 10 had
investment discretion since the date of the filing of
Amendment No. 9 previously filed as Exhibit B to
Amendment No. 10 and incorporated herein by reference.
Exhibit A-11 Joint Filing Agreement filed as Exhibit A to Amendment
No. 11 and incorporated herein by reference.
Exhibit B-11 A description of the transactions in the Shares that
were effected by the Funds and/or Accounts over which
the Reporting Persons of Amendment No. 11 had investment
discretion since the date of the filing of Amendment No.
10 previously filed as Exhibit B to Amendment No. 11 and
incorporated herein by reference.
Exhibit A-12 Joint Filing Agreement filed as Exhibit A to Amendment
No. 12 and incorporated herein by reference.
Exhibit B-12 A description of the transactions in the Shares that
were effected by the Funds and/or Accounts over which
the Reporting Person(s) of Amendment No. 12 had
investment discretion since the date of the filing of
Amendment No. 11 previously filed as Exhibit B to
Amendment No. 12 and incorporated herein by reference.
Exhibit A-13 Joint Filing Agreement filed as Exhibit A to Amendment
No. 13 and incorporated herein by reference.
Exhibit B-13 A description of the transactions in the Shares that
were effected by the Funds and/or Accounts over which
the Reporting Person(s) of Amendment No. 13 had
investment discretion since the date of the filing of
Amendment No. 12 previously filed as Exhibit B to
Amendment No. 13 and incorporated herein by reference.
Exhibit A-14 Joint Filing Agreement filed as Exhibit A to Amendment
No. 14 and incorporated herein by reference.
Exhibit B-14 A description of the transactions in the Shares that
were effected by the Funds and/or Accounts over which
the Reporting Person(s) of Amendment No. 14 had
investment discretion since the date of the filing of
Amendment No. 13 previously filed as Exhibit B to
Amendment No. 14 and incorporated herein by reference.
Exhibit A-15 Joint Filing Agreement filed as Exhibit A to Amendment
No. 15 and incorporated herein by reference.
Exhibit B-15 A description of the transactions in the Shares that
were effected by the Funds and/or Accounts over which
the Reporting Person(s) of Amendment No. 15 had
investment discretion since the date of the filing of
Amendment No. 14 previously filed as Exhibit B to
Amendment No. 15 and incorporated herein by reference.
Exhibit A-16 Joint Filing Agreement filed as Exhibit A to Amendment
No. 16 and incorporated herein by reference.
Exhibit B-16 A description of the transactions in the Shares that
were effected by the Funds and/or Accounts over which
the Reporting Person(s) of Amendment No. 16 had
investment discretion since the date of the filing of
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Amendment No. 15 previously filed as Exhibit B to
Amendment No. 16 and incorporated herein by reference.
Exhibit A-17 Joint Filing Agreement filed as Exhibit A to Amendment
No. 17 and incorporated herein by reference.
Exhibit B-17 A description of the transactions in the Shares that
were effected by the Funds and/or Accounts over which
the Reporting Person(s) of Amendment No. 17 had
investment discretion since the date of the filing of
Amendment No. 16 previously filed as Exhibit B to
Amendment No. 17 and incorporated herein by reference.
Exhibit A-18 A description of the transactions in the Shares that
were effected by the Reporting Person of this Amendment
No. 18 since the filing date of Amendment No. 17 is
filed herewith as Exhibit A-18.
Exhibit B-18 Non-Qualified Stock Option Agreement for Timothy R.
Barakett is filed herewith as Exhibit B-18.
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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: December 7, 2000
TIMOTHY R. BARAKETT
/s/ Timothy R. Barakett
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ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
