UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)*
Max & Irma's Restaurant, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
577903107
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(CUSIP Number)
Roger Lipton, 399 Park Avenue, 27th Floor, New York, New York 10022,
(212) 207-4003
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
9/18/98
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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-l(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-l(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>
CUSIP NO. 577903107
SCHEDULE 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Roger Lipton ("R.Lipton")
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*: PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES OF AMERICA
7. SOLE VOTING POWER -0-
NUMBER OF 8. SHARED VOTING POWER -0-
SHARES BENEFICIALLY 9. SOLE DISPOSITIVE POWER -0-
REPORTING PERSON WITH 10. SHARED DISPOSITIVE -0-
POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO.577903107
SCHEDULE 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mary Lipton ("M.Lipton")
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*: PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES OF AMERICA
NUMBER OF 7. SHARED VOTING POWER -0-
SHARES BENEFICIALLY
OWNED BY EACH 8. SOLE DISPOSITIVE POWER -0-
REPORTING PERSON WITH
9. SHARED DISPOSITIVE -0-
POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO.577903107
SCHEDULE 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RHL Associates, L.P. ("RHL")
13-3694837
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF 7. SHARED VOTING POWER -0-
SHARES BENEFICIALLY
OWNED BY EACH 8. SHARED DISPOSITIVE POWER -0-
REPORTING PERSON WITH
9. SOLE DISPOSITIVE POWER -0-
9. SHARED DISPOSITIVE -0-
POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14. TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO.577903107
SCHEDULE 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lipton Financial Services, Inc.("Lipton")
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES OF AMERICA
NUMBER OF 7. SOLE VOTING POWER -0-
SHARES BENEFICIALLY
OWNED BY EACH 8. SHARED VOTING POWER -0-
REPORTING PERSON WITH
9. SOLE DISPOSITIVE POWER: -0-
10. SHARED DISPOSITIVE -0-
POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
14. TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER
The equity securities to which this statement relates are Common Stock, par
value $.10 per share (the "Common Stock"), of Max & Irma's Restaurants, Inc.
("M&I"), a Delaware corporation with its principal executive offices at 4849
Evanswood Drive, Columbus Ohio 43229. At December 31, 1997, M&I had outstanding
4,250,000 shares of Common Stock, according to information provided to the
Reporting Persons (as defined below) in M&I's proxy materials.
ITEM 2.IDENTITY AND BACKGROUND
(a) The present principal occupation or employment of each of the
Reporting Persons is as follows:
R.Lipton registered representative with Axiom Capital
Management, Inc., a registered broker dealer,
and the principal of Lipton
M.Lipton private investor and the wife of R.Lipton
RHL private investment partnership
Lipton General partner of RHL
(b) This statement is filed by (I) Roger Lipton ("R.Lipton"), an
individual, (II) Mary Lipton ("M.Lipton"), an individual, (III) RHL Associates,
L.P. ("RHL"), a Delaware limited partnership, and (iv) Lipton Financial
Services, Inc. ("Lipton"), a New York corporation (collectively, the "Reporting
Persons"). RHL is a private investment partnership engaging in the purchase and
sale of securities for investment and for its own account. Lipton is the sole
general partner of Lipton. R.Lipton is the sole stockholder, officer and
director of Lipton. M.Lipton is a private investor and the wife of R. Lipton.
Lipton is in a position to determine the investment and voting decisions made by
RHL and M.Lipton. Therefore, the Reporting Persons may be deemed to be a "group"
within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934 (the
"Act") with respect to the shares acquired by R.Lipton, M.Lipton and RHL.
(c) The business address of each of the Reporting Person is:
399 Park Avenue, 27th Floor
New York, New York 10022
<PAGE>
(d) During the last five years, none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, none of the Reporting Persons has been
a party in a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in its or his being 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 violation
with respect to such laws.
(f) R.Lipton and M.Lipton are citizens of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FINDS OR OTHER CONSIDERATION
The shares reported herein as beneficially owned by the Reporting
Persons were purchased with working investment capital.
ITEM 4. PURPOSE OF TRANSACTION
The shares of Common Stock reported herein were acquired, and
thereafter sold for investment purposes. The Reporting Persons have no plans or
proposals which relate to, or could result in, any of the matters referred to in
paragraphs (b) through (j), inclusive, of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, The Reporting Person do not beneficially
own any shares of Common Stock of M&I.
<PAGE>
(b) Not Applicable.
(c) On September 18, 1998, the Reporting Persons, in the aggregate,
sold 291,000 shares of M&I common stock by means of an over-the-counter
transaction, at a per share of $7,87. With the exception of the purchase of
25,000 shares of M&I common stock, this was the only transaction in the subject
securities effected by the Reporting Persons during the past sixty days, and
reduced their holdings to zero.
<PAGE>
(d) Not Applicable.
(e) September 18, 1998
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE COMPANY.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(a) Joint Acquisition Statement.
<PAGE>
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: RHL Associates, L.P.
By: Lipton Financial Services, Inc.
---------------------------------
General Partner
By: /s/ Roger Lipton
---------------------------------
Roger Lipton, President
/s/ Roger Lipton
---------------------------------
Roger Lipton
/s/ Mary Lipton
---------------------------------
Mary Lipton
Lipton Financial Services, Inc.
By: /s/ Roger Lipton
---------------------------------
Roger Lipton, President
<PAGE>
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1 (k) (1)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned without the necessity
of filing additional joint acquisition statements. The undersigned acknowledge
that each shall be responsible for the timely filing of such amendments, and for
the completeness and accuracy of the information concerning him or it contained
herein, but shall not be responsible for the completeness and accuracy of the
information concerning the other, except to the extent that he or it knows or
has reason to believe that such information is inaccurate.
Date: September 28, 1998
RHL Associates, L.P.
By: Lipton Financial Services
General Partner
By: /s/ Roger Lipton
---------------------------------
Roger Lipton
/s/ Roger Lipton
---------------------------------
Roger Lipton
/s/ Mary Lipton
---------------------------------
Mary Lipton
Lipton Financial Services, Inc.
By: /s/ Roger Lipton
---------------------------------
Roger Lipton
President
