SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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._________)*
TAM Restaurants, Inc.
(Name of Issuer)
Common Stock, par value $.0001 per share
(Title of Class of Securities)
874835101
(CUSIP Number)
Brad Shiffman, Esq.
Tenzer Greenblatt LLP
405 Lexington Avenue, New York, New York 10174 (212) 885-5442
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications)
December 30, 1998
(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 |_|.
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
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* 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).
Page 1 of 5 Pages
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SCHEDULE 13D
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CUSIP NO. 874835101 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Frank Cretella
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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 ITEMS
2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 809,871 (includes options to purchase 93,750 shares of
SHARES Common Stock, 144,081 shares of Common Stock issuable
BENEFICIALLY upon the conversion of Series A Preferred Stock,
OWNED BY warrants to purchase 72,040 shares of Common Stock and
EACH 500,000 shares of Common Stock held by trusts of which
REPORTING Mr. Cretella's daughter is the sole beneficiary and of
PERSON which Mr. Cretella is a co-trustee with his spouse) as
WITH of February 12, 1999.
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8 SHARED VOTING POWER
1,179,235 as of February 12, 1999
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9 SOLE DISPOSITIVE POWER
809,871 (includes options to purchase 93,750 shares of
Common Stock and 144,081 shares of Common Stock
issuable upon the conversion of Series A Preferred
Stock, warrants to purchase 72,040 shares of Common
Stock and 500,000 shares of Common Stock held by trusts
of which Mr. Cretella's daughter is the sole
beneficiary and of which Mr. Cretella is a co-trustee
with his spouse) as of February 12, 1999.
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10 SHARED DISPOSITIVE POWER
1,179,235 as of February 12, 1999
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,989,106 (includes options to purchase 93,750 shares of Common Stock,
144,081 shares of Common Stock issuable upon the conversion of Series A
Preferred Stock, warrants to purchase 72,040 shares of Common Stock and
500,000 shares of Common Stock held by trusts of which Mr. Cretella's
daughter is the sole beneficiary and of which Mr. Cretella is a co-trustee
with his spouse) as of February 12, 1999.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X|
Does not include 62,500 shares issuable upon exercise of options and 4,724
shares issuable upon exercise of warrants commencing March 10, 1999 held by
Mr. Cretella's spouse, who is a Vice President of the Company. Mr. Cretella
disclaims beneficial ownership of the 62,500 shares issuable upon exercise
of options and the 4,774 shares issuable upon exercise of warrants held by
his spouse.
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.2%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS)
OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 5 Pages
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Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $.0001 per share
("Common Stock") issued by TAM Restaurants, Inc., a Delaware corporation (the
"Company"), whose principal executive offices are located at 1163 Forest Avenue,
Staten Island, New York 10310.
Item 2. Identity and Background.
This statement is filed by Frank Cretella, President and Chief Executive
Officer and a principal stockholder of the Company. The business address of Mr.
Cretella is c/o TAM Restaurants, Inc., 1163 Forest Avenue, Staten Island, New
York 10310.
Mr. Cretella has not, during the last five years (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
(ii) been a 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 violations with respect to such laws.
Mr. Cretella is a United States citizen.
Item 3. Source and Amount of Funds or other Consideration.
In connection with its formation, effective September 29, 1996, the Company
acquired all of the outstanding capital stock of TAM Restaurant Group, Inc. and
Shellbank Restaurant Corp. (the "Acquisition"). Frank and Jeanne Cretella were
officers, directors and sole stockholders of Tam Restaurant Group, Inc. and
Shellbank Restaurant Corp. prior to the Acquisition. In connection with the
Acquisition, Mr. and Mrs. Cretella received 1,679,235 shares of Common Stock.
Subsequent to the Acquisition, but prior to the Company's initial public
offering (the "IPO") which was declared effective by the Securities and Exchange
Committee on February 10, 1998 (the "Effective Date"), Mr. Cretella and his
spouse transferred 500,000 shares of their jointly held Common Stock to two
established trusts, of which Mr. Cretella's daughter is the sole beneficiary and
Mr. Cretella and his spouse are co-trustees. Mr. Cretella has sole voting and
dispositive power over the shares held in the trusts.
On the Effective Date, the Company granted to Mr. Cretella pursuant to the
Company's 1997 Stock Option Plan (the "Plan"), options to purchase an aggregate
of 75,000 shares of Common Stock at an exercise price of $5.00 per share. The
Page 3 of 5 Pages
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options granted to Mr. Cretella vest as to 50%, 25% and 25% of the shares
covered thereby on the Effective Date and the first and second anniversaries of
the Effective Date, respectively. On November 19, 1998, the Company's board of
directors authorized the grant to Mr. Cretella, pursuant to the Plan, of options
to purchase an aggregate of 75,000 shares of Common Stock at an exercise price
of $1.9375 per share. The options granted to Mr. Cretella vest as to 50% of the
shares covered thereby on January 18, 1999, 25% on January 18, 2000, and 25% on
January 18, 2001. All of such options are exercisable upon vesting and expire
five years from the date of vesting. As of the date hereof, Mr. Cretella has not
exercised any options granted to him as noted herein.
In December 1998, Mr. Cretella converted $720,405 of indebtedness owed by
the Company to him into 144,081 shares of Series A Preferred Stock at the ratio
of one share of Series A Preferred Stock for each $5.00 of indebtedness
outstanding and warrants to purchase 72,040 shares of Common Stock. Each share
of Series A Preferred Stock acquired by Mr. Cretella in the debt conversion is
convertible into one share of Common Stock of the Company.
Item 4. Purpose of Transaction.
The purpose of the Reporting Persons's acquisition of the shares of Common
Stock prior to the IPO was for control and for investment purposes. Further, the
Reporting Person acquired the Series A Preferred Stock for investment purposes.
The Reporting Person may make additional purchases of Common Stock from time to
time and may dispose of any or all of the shares of Common Stock held by him at
any time. The Reporting Person has no plans or proposals which relate to, or
could result in any of the matters referred to in Paragraphs (b) through (j) of
Item 4 of Schedule 13D. The Reporting Person may review or reconsider his
position with respect to the Company or to formulate plans or proposals with
respect to any such matter, but has no present intention of doing so.
Item 5. Interest in Securities of the Issuer.
As of the date hereof, the Reporting Person beneficially owns an aggregate
of 1,989,106 shares of Common Stock constituting approximately 52.2% of the
outstanding Common Stock. The amount includes: (i) 1,179,235 shares owned
jointly by Mr. Cretella and his spouse, (ii) 500,000 shares held by trusts of
which Mr. Cretella is a co-trustee and Mr. and Mrs. Cretella's daughter is the
beneficiary. Mr. Cretella has sole voting and dispositive power over the shares
held in the trusts, (iii) 93,750 shares of Common Stock issuable upon exercise
of options held by Mr. Cretella, (iv) 144,081 shares of Common Stock issuable
upon conversion of Series A Preferred Stock held by Mr.
Page 4 of 5 Pages
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Cretella and (v) 72,040 shares of common stock issuable upon exercise of
warrants which become exercisable commencing March 10, 1999. The foregoing
calculation does not include (i) the 62,500 shares of Common Stock issuable upon
exercise of options held by Mr. Cretella's spouse and (ii) the 4,724 shares of
common stock issuable upon exercise of warrants held by Mr. Cretella's spouse
which become exercisable commencing March 10, 1999 as to which Mr. Cretella
disclaims beneficial ownership. The percentage used herein is calculated based
upon the 3,503,000 shares of Common Stock issued and outstanding at December 30,
1998, as provided by the Company.
Mr. Cretella has not effected any transactions in shares of the Common Stock in
the past 60 days other than as indicated above.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Other than as set forth above, there are no contracts, arrangements,
understandings or relationships with the Reporting Person or any other person
with respect to the securities of the Issuer, including but not limited to
transfer or voting of any other securities, finders' fees, joint ventures, loan
or option arrangements, puts or calls, guaranties of profits, divisions of
profits or loss or the giving or withholding of proxies.
Item 7. Materials to be filed as Exhibits.
None.
Page 5 of 5 Pages
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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: February 12, 1999
/s/ Frank Cretella
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(Signature)
Frank Cretella
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(Name)
Page 6 of 5 Pages
