UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
TAM RESTAURANTS, INC.
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(Name of Issuer)
COMMON STOCK (PAR VALUE $.0001 PER SHARE)
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(Title of Class of Securities)
874835101
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(CUSIP Number)
John B. Watkins, Esq.
Wilmer, Cutler & Pickering
100 Light Street
Baltimore, Maryland 21202
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 7, 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 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 o.
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
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>
SCHEDULE 13D
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CUSIP NO. 874835101 PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Luke Johnson
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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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 Kingdom
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NUMBER OF 7 SOLE VOTING POWER
SHARES 366,960
BENEFICIALLY -------- ----------------------------------------------------
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING 0
PERSON
WITH -------- ----------------------------------------------------
9 SOLE DISPOSITIVE POWER
366,960
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10 SHARED DISPOSITIVE POWER
0
-------- ----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
366,960
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES*
[x]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.14%
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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 ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 981424105 PAGE 3 OF 6 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cassell Holdings Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ X ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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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
British Virgin Islands
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7 SOLE VOTING POWER
NUMBER OF 550,540
SHARES -------- ----------------------------------------------------
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING -------- ----------------------------------------------------
PERSON
WITH 9 SOLE DISPOSITIVE POWER
550,540
-------- ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
-------- ----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
550,540
- ---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [x]
- ---------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.22%
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14 TYPE OF REPORTING PERSON*
OO
- ---------- ---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer.
The title of the class of equity securities to which this statement
relates is common stock, par value $.0001 per share of Tam Restaurants, Inc., a
Delaware corporation, whose principal place of business is 1163 Forest Avenue,
Staten Island, N.Y. 10310.
Item 2. Identity and Background
This statement is filed on behalf of:
(1) (a) Luke Johnson (b) 52 Brook's Mews, London W1Y 1LE, United
Kingdom, (c) restaurateur, Intrinsic Value, 52 Brook's Mews, London W1Y 1LE,
United Kingdom (d) n/a, (e) n/a, (f) United Kingdom; and
(2) (a) Cassell Holdings Limited, a private limited company
incorporated in the British Virgin Islands, (b) PO Box 182, Channel House,
Forest Lane, St. Peter Port, Guernsey, Channel Islands (c) n/a, (d) n/a, (e)
n/a, (f) British Virgin Islands. With respect to the directors of Cassell
Holdings Limited: (1) (a) William Stephen Cairns, (b) Key West, Doyle Road, St.
Peter Port, Guernsey, Channel Islands, (c) executive, Cassell Holdings Limited,
PO Box 182, Channel House, Forest Lane, St. Peter Port, Guernsey, Channel
Islands (d) n/a, (e) n/a, (f) British Isles; (2) (a) Kim Joyce Martin, (b) Le
Catillon, Rue du Catillon, St. Peters, Guernsey, Channel Islands, (c) chartered
secretary, Cassell Holdings Limited, PO Box 182, Channel House, Forest Lane, St.
Peter Port, Guernsey, Channel Islands (d) n/a, (e) n/a, (f) British Isles. With
respect to the officers of Cassell Holdings Limited: (1)(a) Linda Dowding, (b)
Brookland, Route de Cobo, Castel, Guernsey, Channel Islands, (c) administrator,
Cassell Holdings Limited, PO Box 182, Channel House, Forest Lane, St. Peter
Port, Guernsey, Channel Islands (d) n/a, (e) n/a, (f) British Isles; (2) (a) Ann
Elizabeth Ward, (b) Capri, La Vassalerie, St. Andrews, Guernsey, Channel
Islands, (c) administrator, Cassell Holdings Limited, PO Box 182, Channel House,
Forest Lane, St. Peter Port, Guernsey, Channel Islands (d) n/a, (e) n/a, (f)
British Isles.
As a result of the execution and delivery of the three Common Stock
Purchase Agreements identified in Item 5 below, the Reporting Persons may be
deemed to have formed a "group" with each other and Mr. Ergun Kaya of 16
Alvanley Gardens, London NW6 1JD, United Kingdom. Each of the Reporting Persons
expressly declares that the filing of this Schedule 13D shall not be construed
as an admission by either of them that it has formed any such group.
Item 3. Source and Amount of Funds or Other Consideration
Mr. Johnson used personal funds of $733,920 to acquire 366,960 shares
of common stock of the Issuer. Cassell Holdings Limited used funds from working
capital in the amount of $1,101,080 to acquire 550,540 shares of common stock of
the Issuer.
Item 4. Purpose of Transaction.
Each of the Reporting Persons acquired the securities for investment
purposes. Neither of the Reporting Persons has any plan or proposal to acquire
additional securities of the Issuer. Mr. Johnson was appointed to the Issuer's
Board of Directors. As a director of the Issuer, Mr. Johnson intends to
participate in the management of the Issuer's business.
Item 5. Interest in Securities of the Issuer.
Mr. Johnson beneficially owns 366,960 shares of common stock of the
Issuer. Mr. Johnson specifically disclaims beneficial ownership of any other
securities of the Issuer. Mr. Johnson has the sole power to vote or direct the
vote of 366,960 shares of common stock of the Issuer. Mr. Johnson does not have
shared power to vote any securities of the Issuer.
Cassell Holdings Limited beneficially owns 550,540 shares of common
stock of the Issuer. Cassell Holdings Limited specifically disclaims beneficial
ownership of any other securities of the Issuer. Cassell Holdings Limited has
the sole power to vote or direct the vote of 550,540 shares of common stock of
the Issuer. Cassell Holdings Limited does not have shared power to vote any
securities of the Issuer.
In separate agreements entitled Common Stock Purchase Agreement, each
dated February 1, 2000, Mr. Johnson, Cassell Holdings Limited and Ergun Kaya
each separately agreed to purchase shares of common stock of the Issuer. On
February 7, 2000, Mr. Johnson acquired 366,960 shares of common stock of the
Issuer at a price of $2.00 per share, which transaction was effected by the wire
transfer of $733,920 to the escrow account of the Issuer's attorneys in New
<PAGE>
York, New York. On February 7, 2000, Cassell Holdings Limited acquired 550,540
shares of common stock of the Issuer at a price of $2.00 per share, which
transaction was effected by the wire transfer of $1,101,080 to the escrow
account of the Issuer's attorneys in New York, New York. On February 9, 2000,
Mr. Kaya acquired 82,500 shares of common stock of the Issuer at a price of
$2.00 per share which transaction was effected by the wire transfer of $165,000
to the escrow account of the Issuer's attorneys in New York, New York.
Mr. Kaya beneficially owns 82,500 shares of common stock of the Issuer.
Mr. Kaya has the sole power to vote or to direct to the vote of 82,500 shares of
common stock of the Issuer. Mr. Kaya does not have shared power to vote any
securities of the Issuer.
Pursuant to the Common Stock Purchase Agreement between Mr. Johnson and
the Issuer, the Issuer agreed that it would recommend to the Issuer's
shareholders at the next annual shareholders meeting that Mr. Johnson be
appointed to serve as a director of the Issuer and that the Issuer would use its
best efforts to cause Mr. Johnson to be elected as a director of the Issuer at
the next annual meeting of the Issuer's shareholders and at each annual
shareholders meeting held thereafter for so long as Mr. Johnson, Cassell
Holdings Limited and Mr. Kaya collectively continue to own at least fifty
percent of the shares originally issued to them pursuant to the three Common
Stock Purchase Agreements dated February 1, 2000.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
n/a
Item 7. Material to be Filed as Exhibits.
n/a
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
By:/s/ LUKE JOHNSON
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Date: February 24, 2000 Luke Johnson
CASSELL HOLDINGS LIMITED
Date: February 24, 2000 By: /S/ WILLIAM STEPHEN CAIRNS
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Name: William Stephen Cairns
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Title: DIRECTOR
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