<PAGE> OMB Number 3235-0362
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FORM 5
/ / Check this box if no longer
subject to Section 16. Form 4 or
Form 5 obligations may continue.
See Instruction 1(b).
/ / Form 3 Holdings Reported
/X/ Form 4 Holdings Reported
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of
1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
(Print or Type Responses)
1. Name and Address of Reporting Person*
Eastbourne Capital Management, L.L.C., 1101 5th Ave., San Rafael, CA 94901
(Last) (First) (Middle), (Street), (City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol Il Fornaio (America)
Corporation ILFO
3. IRS or Social Security Number of Reporting Person (Voluntary) ______
4. Statement for Month/Year 12/99
5. If Amendment, Date of Original (Month/Year) ___________
6. Relationship of reporting person to issuer
(Check all applicable)
____ Director __X__ 10% Owner
____ Officer (give ____ Other (specify
title below) below)
______________________
7. Individual or Joint/Group Filing (Check Applicable line)
____ Form filed by one Reporting Person
__X__ Form filed by More than One Reporting Person
SEC 2270 (9-96)
<PAGE>
FORM 5 (continued) Page 2 of 6 Pages
Table I - Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
1. Title of Security (Instr. 3) Common Stock
2. Transaction Date (Month/Day/Year) 12/31/99
3. Transaction Code (Instr. 8) ____P__________
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
Amount 1,300 (A) or (D) __A_____ Price $7.00
5. Amount of Securities Beneficially Owned at End of Issuer's Fiscal
Year
(Inst. 3 and 4) 584,048
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
_______D(1)_______
7. Nature of Indirect Beneficial Ownership (Inst. 4)
_____________________________________________________________________
__________________________________________________________________________
1. Title of Security (Instr. 3) Common Stock
2. Transaction Date (Month/Day/Year) 12/31/99
3. Transaction Code (Instr. 8) ____P__________
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
Amount 1,300 (A) or (D) __A_____ Price $7.00
5. Amount of Securities Beneficially Owned at End of Issuer's Fiscal
Year
(Inst. 3 and 4) 587,300
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
_______D(2)_______
7. Nature of Indirect Beneficial Ownership (Inst. 4)
_____________________________________________________________________
__________________________________________________________________________
<PAGE>
FORM 5 (continued) Page 3 of 6 Pages
1. Title of Security (Instr. 3) Common Stock
2. Transaction Date (Month/Day/Year) 12/31/99
3. Transaction Code (Instr. 8) ____P__________
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
Amount 400 (A) or (D) __A_____ Price $7.00
5. Amount of Securities Beneficially Owned at End of Issuer's Fiscal
Year
(Inst. 3 and 4) 187,125
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
_______D(3)_______
7. Nature of Indirect Beneficial Ownership (Inst. 4)
_____________________________________________________________________
* If the form is filed by more than one reporting person,
see Instruction 4(b)(v). SEC 1474 (7-
96)
<PAGE>
FORM 5 (continued) Page 4 of 6 Pages
Table II - Derivative Securities Acquired, Disposed of,
or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
1. Title of Derivative Security (Instr. 3) _____________________________
2. Conversion or Exercise Price of Derivative Security _______________
3. Transaction Date (Month/Day/Year) ______________
4. Transaction Code (Instr. 8) __________________
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) (A) _____________ (D) ______________
6. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable Expiration Date
____________________ ________________________
7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
Title ______________________ Amount or Number of Shares ________
8. Price of Derivative Security (Instr. 5) _______________
9. Number of Derivative Securities Beneficially Owned at End of Year
(Instr. 4) _______________
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) __________________
11. Nature of Indirect Beneficial Ownership (Inst. 4)
_____________________________________________________________________
__________________________________________________________________________
Explanation of Responses:
(1) Owned directly by Black Bear Fund I, L.P. ("Black Bear I") Also owned
indirectly by Eastbourne Capital Management, L.L.C. ("Eastbourne") as the
general partner of Black Bear I and by Richard Jon Barry ("Barry") as the
Managing Director of Eastbourne. Eastbourne and Barry disclaim beneficial
ownership of the securities reported except to the extent of their
respective pecuniary interests in those securities.
<PAGE>
FORM 5 (continued) Page 5 of 6 Pages
(2) Owned directly by Black Bear Offshore Fund Limited ("Black Bear
Offshore") Also owned indirectly by Eastbourne as the investment adviser
of Black Bear I and by Barry as the Managing Director of Eastbourne.
Eastbourne and Barry disclaim beneficial ownership of the securities
reported except to the extent of their respective pecuniary interests in
those securities.
(3) Owned indirectly by Eastbourne as the investment adviser of the client
accounts in which such securities are held and by Barry as the Managing
Director of Eastbourne. Eastbourne and Barry disclaim beneficial ownership
of the securities reported except to the extent of their respective
pecuniary interests in those securities.
Dated: February 4, 2000 BLACK BEAR FUND I, L.P.
By: Eastbourne Capital Management, L.L.C
/s/ Eric M. Sippel
Eric M. Sippel
Chief Operating Officer
BLACK BEAR OFFSHORE FUND LIMITED
By: Eastbourne Capital Management, L.L.C.
Attorney-in-Fact
/s/ Eric M. Sippel
Eric M. Sippel
Chief Operating Officer
EASTBOURNE CAPITAL MANAGEMENT, L.L.C.
/s/ Eric M. Sippel
Eric M. Sippel
Chief Operating Officer
/s/ Richard J. Barry
Richard J. Barry
** Intentional misstatements or omissions of facts constitute
Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C.
78ff(a).
Note: File three copies of this Form, one of which must be manually
signed.
If space is insufficient, See Instruction 6 for procedure.
<PAGE>
FORM 5 (continued) Page 6 of 6 Pages
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 Number. SEC 2270 (9-96)
ETR/5419/003/1084816
