<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
CUCOS INC.
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(Name of Issuer)
COMMON STOCK
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(Title of class of securities)
229 725 10 6
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(CUSIP number)
VINCENT J. LIUZZA, JR.
110 VETERANS BLVD., SUITE 222
METAIRIE, LA 70005
(504) 835-0306
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(Name, address and telephone number of person
authorized to receive notices and communications)
MARCH 23, 1995
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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 / /.
Check the following box if a fee is being paid with the
statement /X/. (A fee is not required only if the reporting person (1) has a
previous statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent or
less of such class.) (See Rule 13d-7.)
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.
(Continued on the following pages)
(Page 1 of 11 Pages)
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SCHEDULE 13D
CUSIP No. 229 725 10 6 Page 2 of 11 Pages
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1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Vincent J. Liuzza, Jr.
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
The reporting person is a member of the Liuzza family, certain
other members of which also beneficially own shares of the
issuer. The Liuzza family is not a group as defined under
Federal securities law. (b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(c) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
445,200
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8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 0
EACH REPORTING PERSON -----------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
445,200
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10 SHARED DISPOSITIVE POWER
0
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CUSIP No. 229 725 10 6 Page 3 of 11 Pages
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
445,200
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
Excludes 25,000 shares subject to options exercisable by the reporting
person's wife, Glenda T. Liuzza, as to which she exercises sole voting
and dispositive power.
/X/
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.5%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
CUSIP No. 229 725 10 6
Page 4 of 11 Pages
SCHEDULE 13D
Cucos Inc. completed its initial public offering under the Securities Act of
1933, as amended, in 1983. At that time, Vincent J. Liuzza, Jr., a founder,
director, officer and shareholder of Cucos Inc., filed a Schedule 13G reporting
his ownership of more than five percent of the class of securities described in
Item 1 below. He is filing this Schedule 13D because he has acquired
additional shares of such securities in excess of 2 percent of said class
during the preceding twelve months.
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the Common Stock, no par value,
of Cucos Inc. The address of the principal executive offices of Cucos Inc. is
110 Veterans Boulevard, Suite 222, Metairie, Louisiana 70005.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The name of the person filing this statement is Mr.
Vincent J. Liuzza, Jr. (the "reporting person").
(b) The business address of the reporting person is 110
Veterans Boulevard, Suite 222, Metairie, Louisiana 70005.
(c) The principal occupation or employment of the
reporting person is as the Chairman of the Board and President of
Cucos Inc., 110 Veterans Boulevard, Suite 222, Metairie, Louisiana
70005.
(d) The reporting person has not, during the last five
years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) The reporting person has not, during the last five
years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he
was subject to a judgment, decree or other 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) The reporting person is a citizen of the United
States of America.
<PAGE> 5
CUSIP No. 229 725 10 6 Page 5 of 11 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The reporting person's Schedule 13G, as amended, reported that
the reporting person beneficially owned 263,562 shares of Common Stock of Cucos
Inc. (203,562 shares directly and 60,000 shares subject to options exercisable
by the reporting person within 60 days). Such Schedule 13G inadvertently
understated the number of shares owned beneficially and of record by 100
shares. Consequently, prior to the purchase described in the next paragraph,
the reporting person beneficially owned 263,662 shares of Common Stock (203,662
shares directly and 60,000 shares subject to options exercisable by the
reporting person within 60 days). The number of shares reported as being
beneficially owned by the reporting person in his Schedule 13G did not include
25,000 shares subject to options which are exercisable by the reporting
person's wife, Glenda T. Liuzza, as to which she exercises sole voting and
investment power; the reporting person disclaimed any beneficial ownership of
shares issuable pursuant to Mrs. Liuzza's options.
On March 23, 1995, the reporting person acquired an additional
181,538 shares of Common Stock of Cucos Inc. (the "Subject Shares") from his
uncle, Peter J. Liuzza, for consideration equal to $1.00 per share, or a total
of $181,538.
The terms of payment of the $181,538 are set forth in a
promissory note dated March 23, 1995, in the original principal amount of
$181,538 issued by the reporting person to Peter J. Liuzza. The promissory
note bears interest at 6.0% per annum and is payable over 10 years, with
varying monthly payments as set forth in the note. The reporting person
granted a security interest in the Subject Shares to Peter J. Liuzza to secure
his obligations under the promissory note, which security interest is
subordinate to (i) the pledges to the banks described below and (ii) a pledge
of 2,150 of the Subject Shares to Margaret Liuzza.
As part of the transaction, Peter J. Liuzza was released by
two banks from his liability to repay certain loans previously made to Peter J.
Liuzza, the reporting person and certain other members of the Liuzza family.
At March 21, 1995, the principal balance outstanding on such loans was
approximately $398,000. 179,388 of the Subject Shares and 200,911 of the
reporting person's other shares of Common Stock of Cucos Inc. are pledged to
the banks to secure the repayment of such loans.
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CUSIP No. 229 725 10 6 Page 6 of 11 Pages
ITEM 4. PURPOSE OF TRANSACTION.
The reporting person has no present plans or proposals
relating to or which would result in:
(a) The acquisition by any person of additional
securities of the issuer, or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as
a merger, reorganization or liquidation, involving the issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of
assets of the issuer or of any of its subsidiaries;
(d) Any change in the present board of directors or
management of the issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present
capitalization or dividend policy of the issuer;
(f) Any other material change in the issuer's
business or corporate structure, including but not limited to, if the issuer is
a registered closed-end investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required by Section 13 of
the Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person;
(h) Causing a class of securities of the issuer to
be delisted from a national securities exchange or to cease to be authorized to
be quoted in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity securities of the issuer
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Act; or
(j) Any action similar to any of those enumerated
above.
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CUSIP No. 229 725 10 6 Page 7 of 11 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
At December 6, 1995, the reporting person beneficially owns
445,200 shares of Common Stock of Cucos Inc. (385,200 shares directly and
60,000 shares subject to options exercisable by the reporting person within 60
days). The reporting person has the sole power to vote or direct the vote, and
the sole power to dispose or direct the disposition, of all such shares. The
reporting person disclaims beneficial ownership of 25,000 shares which Glenda
T. Liuzza, the wife of the reporting person, has the right to acquire within
60 days through the exercise of options. Glenda T. Liuzza has the sole power
to vote and dispose of all of the 25,000 shares that she has the right to
acquire subject to the exercise of options. At December 6, 1995, the reporting
person beneficially owns 20.5% of the outstanding shares of Cucos Inc. Common
Stock. If the shares which Mrs. Liuzza has the right to acquire were
beneficially owned by the reporting person, at December 6, 1995, the reporting
person would beneficially own 21.4% of the outstanding shares of Cucos Inc.
Common Stock.
See Item 3 above for a description of the event which requires
the filing of this statement. Since March 23, 1995, the reporting person has
not had any transactions in the Common Stock of Cucos Inc.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the reporting person and any other
person with respect to any securities of the issuer, including but not limited
to transfer or voting of any of the securities, finder's fee, joint ventures,
loan or option arrangements, puts or calls, guarantees or profits, division of
profits or losses, or the giving or withholding of proxies, except as described
in Item 3 above.
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CUSIP No. 229 725 10 6 Page 8 of 11 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
99.1 Act of Sale of Common Stock of Cucos Inc. dated as of March
23, 1995, by and between the reporting person and Peter J.
Liuzza.
99.2 Installment Note dated March 23, 1995 in the original
principal amount of $181,538 made by the reporting person to
Peter J. Liuzza.
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.
December 6, 1995
/s/ VINCENT J. LIUZZA, JR.
-----------------------------------
Vincent J. Liuzza, Jr.
<PAGE> 9
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
99.1 Act of Sale of Common Stock of Cucos Inc. dated as of March
23, 1995, by and between the reporting person and Peter J.
Liuzza.
99.2 Installment Note dated March 23, 1995 in the original
principal amount of $181,538 made by the reporting person to
Peter J. Liuzza.
</TABLE>
<PAGE> 1
Exhibit 99.1
ACT OF SALE OF COMMON STOCK
OF CUCOS INC.
THIS AGREEMENT made as of this 23rd day of March, 1995, by and between
Peter J. Liuzza ("Seller") and Vincent J. Liuzza, Jr. ("Buyer").
RECITALS:
1. Seller is the owner of 181,538 Shares of the issued and
outstanding common stock of Cucos Inc. ("Shares").
2. Seller desires to sell to Buyer, and Buyer desires to purchase
the Shares from Seller.
In consideration of the covenants, warranties and mutual agreements
set forth herein, the parties do hereby agree as follows:
1. Sale. Subject to all of the terms and conditions of this
Agreement, Seller hereby sells, assigns, transfers, and delivers the Shares to
Buyer, and the Buyer hereby purchases the Shares.
2. Consideration. The purchase price shall be $1.00 per share or
total of $181,538 ("Purchase Price"), paid herewith by a Promissory Note of
this date in the amount of $181,538, bearing interest at 6.0% per annum and
payable over 10 years, with varying monthly payments as seth forth in the note,
beginning on April 1, 1995, until paid. Receipt of said Promissory Note, which
is secured in rem by a security interest in the Shares, is hereby acknowledged
by Seller. Seller also acknowledges receipt of the first three monthly
payments, totalling Four Thousand Five Hundred and Fifty Seven Dollars
($4,557.00).
As additional consideration for the sale herein, Seller is to be
released personally from the obligations to the Whitney National Bank and to
the First Bank & Trust Company ("Loans"), which obligations are secured, in
part, by the Shares, and Seller will have no further personal liability for the
payment of said Loans.
3. Security Interest. In order to secure the payment of the
balance of the Purchase Price, as evidenced by the Promissory Note referred to
above, Buyer hereby grants to Seller a continuing security interest on the
Shares, in accordance with the Louisiana Security Interests In Investment
Securities Law, La.R.S.10:8-101, ef sig.
In the event of a default in the payment of the Promissory Note, 10
days after receipt of written notice of default by Buyer, with opportunity to
cure, Seller shall have the right, from time to time, subject to "Prior
Pledges" described below, to seize and sell sufficient Shares to pay any and
all overdue payments of principal, interest, attorney's fees and costs.
In the event of a default in the payment of the Promissory Note, 10
days after receipt of written notice of default by Buyer, with opportunity to
cure, Seller may also sell, subject to "Prior Pledges" described below, an
additonal number of Shares to pay, in advance, one year of principal and
interest due on the Promissory Note. In the event of such a sale, Seller shall
be entitled to the proceeds of the sale immediately, and the Promissory Note
will be credited with the amount of such principal payment.
1
<PAGE> 2
4. Prior Pledges. Buyer and Seller acknowledge that 53,600
shares of the Shares being sold herein are pledged to the Whitney National
Bank, 125,788 shares are pledged to First Bank & Trust Company to secure the
Loans, and 2,150 shares are pledged to Margaret Liuzza to secure another
obligation (collectively, "Prior Pledges"). It is agreed that these Prior
Pledges will continue and that the security interest granted herein shall be
secondary and junior to those Prior Pledges.
5. Transfer of Shares into Buyer's Name. With the permission of
the prior pledgees, Buyer may transfer the Shares into the name of Buyer, and
the Shares so transferred shall continue to be pledged to the parties named
above; in such event, Seller agrees that his security interst shall continue to
be secondary and junior to the pledges to the Whitney National Bank, First Bank
& Trust Company and Margaret Liuzza, as set forth above.
6. Possession of Shares. When, as, and if the Shares or any
portion thereof are released by the Prior Pledgees, the stock certificates
shall be delivered into the possession of Seller. Seller shall then have the
right to retain possession of the Shares to secure payment of the Promissory
Note. Seller shall nevertheless release 25% of the Shares when 25% of the
Promissory Note is paid; will release an additional 25% of the Shares when 50%
of the Promissory Note is paid; will release an additional 25% of the Shares
when 75% of the Promissory Note is paid; and will release the remaining Shares
when the Promissory Note is fully paid.
7. Sale of Shares. Buyer may sell any or all of the Shares,
provided that the proceeds of the sale(s) shall be paid immediately either to
Prior Pledgees or to Seller, in which latter case the payment is to credited
against the Promissory Note.
8. Refinancing. Buyer shall have the right and option to
refinance the Loans and to repledge the Shares and grant a security interest in
the Shares to secure such refinancing; provided, however, that in no event
shall the then existing balance of the Loans be increased without the prior
written approval of Seller.
9. Further Documents. The parties agree to execute whatever
documents may be necessary in order for Buyer to refinance the Loans and to
authorize the Prior Pledgees and/or Buyer to transer the Shares to Buyer's name
and to have the pledges continue in existence and senior to the security
interest of Seller herein.
10. Transfer Fees. Any and all transfer fees incurred in
connnection with this Agreement shall be paid by Buyer.
11. Benefit. This Agreement shall be binding upon and inure to
the benefit of the respective heirs, successor and assigns of the Buyer and
Seller.
IN WITNESS WHEREOF, the parties have duly executed this Agreement.
PETER J. LIUZZA, SELLER
--------------------------------
VINCENT J. LIUZZA, JR., BUYER
--------------------------------
2
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Exhibit 99.2
INSTALLMENT NOTE
$181,538.00 March 23, 1995
FOR VALUE RECEIVED VINCENT J. LIUZZA, JR. promises to pay to the order
of PETER J. LIUZZA, at 6415 Argonne Boulevard, New Orleans, Louisiana 70124,
the sum of ONE HUNDRED EIGHTY ONE THOUSAND FIVE HUNDRED THIRTY EIGHT DOLLARS
(U.S. $181,538.00), with interest thereon at the rate of six (6.0%) percent per
annum from date until paid, payable as follows:
The maker obligates himself to pay One Thousand Five Hundred and
Nineteen Dollars ($1,519.00) per month commencing on the 1st day of May, 1995,
and a like amount on the same day of each month for twelve (12) consecutive
months; then to pay Two Thousand Eight Nine Dollars ($2,089.00) per month until
the full and final payment of this note.
It is agreed that if any installment is not paid on the date when such
installment is due, then at the option of the holder of this note, 10 days
after receipt of written notice of default by maker, with opportunity to cure,
the holder may , from time to time, subject to prior pledges, seize and sell
sufficient "Shares" to pay any and all overdue payments of principal, interest,
attorney's fees and costs.
It is agreed that if any installment is not paid on the date when such
installment is due, then at the option of the holder of this note, 10 days
after receipt of written notice of default by Buyer, with opportunity to cure,
the holder may also sell, subject to prior pledges, an additional number of
"Shares" to pay, in advance, one year of principal and interest due on the
Promissory Note. In the event of such a sale, holder shall be entitled to the
proceeds of the sale immediately, and the Promissory Note will be credited with
the amount of such principal payment.
The maker expressly agrees that this note, or any payment thereunder may
be extended from time to time without in any way affecting the liability of the
maker and endorser(s) hereof.
In the event this note is placed with an attorney for collection, it is
agreed that maker will pay reasonable attorneys' fees and all costs of
collection.
This Note is secured only by the 181,538 shares of Cucos Inc. stock
("Shares") which is being sold by the original holder, Peter J. Liuzza, to
Maker on March 23, 1995, without recourse to the Maker (in rem).
Maker, VINCENT J. LIUZZA, JR.
_______________________________
