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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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. 1)(1)
CUCOS INC.
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class and Securities)
229725-10-6
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(CUSIP Number of Class of Securities)
Virginia Boulet, Esq., Phelps Dunbar, L.L.P.
400 Poydras Street, 30th floor, New Orleans, LA 70130 (504)584-9286
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 13, 1999
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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(e), 13d-1(f) or 13d-1(g), check the
following box: [ ]
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(1)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 the 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 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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CUSIP No. 229725-10-6 13D Page 2 of 5 pages
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elie V. Khoury
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(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
Louisiana, U.S.A.
(7) SOLE VOTING POWER
shares
(8) SHARED VOTING POWER
NUMBER OF SHARES 198,195 shares
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH: (9) SOLE DISPOSITIVE POWER
shares
(10) SHARED DISPOSITIVE POWER
198,195 shares
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
198,195 shares
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
[ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.47%
(14) TYPE OF REPORTING PERSON: IN
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CUSIP No. 229725-10-6 13D Page 3 of 5 pages
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement on Schedule 13D
relates is the common stock, no par value (the "Common Stock"), of Cucos, Inc.
(the "Issuer"), a Louisiana corporation, with its principal office located at
110 Veterans Boulevard, Suite 222, Metairie, Louisiana 70005.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed by Elie V. Khoury, a citizen of the United
States, who resides at 46 English Turn Drive, New Orleans, Louisiana 70131. The
principal occupation of Mr. Khoury is the managing member of KFK Real Estate,
LLC , a company engaged in the business of developing real estate. During the
last five years, Mr. Khoury has not (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
which resulted in a judgment, decree or final order subject to federal or state
securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Khoury acquired 152,495 shares of Common Stock on February 19, 1998
by converting Zero Coupon Convertible Secured Notes he held in the face amount
of $143,750. Mr. Khoury purchased 45,000 shares of the Common Stock (the
"Purchased Shares") in open market transactions between September 7 and
September 13, 1999, using $17,968.75 of his personal funds. Mr. Khoury also
holds an additional 700 shares of Common Stock that were purchased by him with
personal funds.
ITEM 4. PURPOSE OF TRANSACTION
Mr. Khoury acquired the Purchased Shares for the purpose of increasing
his voting power in the Issuer. Depending upon overall market conditions, other
investment opportunities available to him, and the availability of shares of
Common Stock at prices that would make the purchase of additional shares
desirable, Mr. Khoury may seek to increase his ownership of the Common Stock
through, among other things, the purchase of shares of Common Stock in the open
market or in private transactions, on such terms and at such times as Mr. Khoury
may deem advisable.
Mr. Khoury may seek in the future to use his voting power to change the
management of the Issuer, including by nominating a slate of nominees at an
annual or special meeting of the Issuer. Mr. Khoury may in the future propose
other matters for consideration and approval by the
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CUSIP No. 229725-10-6 13D Page 4 of 5 pages
Issuer's stockholders or the Board of Directors, including amendments to the
Issuer's articles of incorporation and by-laws to eliminate any provisions that
Mr. Khoury believes are designed to benefit the management and the Board of
Directors of the Issuer. Mr. Khoury has not identified such matters at this
date.
Mr. Khoury has no present plan or proposal that would relate to or
result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of
Schedule 13D except as set forth herein or such as would occur upon completion
of any of the actions discussed above. Mr. Khoury intends to review his
investment in the Issuer on a continuing basis and, depending on various factors
including, without limitation, the Issuer's financial position and investment
strategy, the price levels of the Common Stock, conditions in the securities
markets and general economic and industry conditions, may in the future take
such actions with respect to his investment in the Issuer as he deems
appropriate including, without limitation, purchasing additional shares of
Common Stock of the Issuer or selling some or all of the Purchased Shares or to
change his intention with respect to any and all matters referred to in Item 4
of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Mr. Khoury is the beneficial owner of 198,195 shares of Common Stock,
representing approximately 7.47% of the total outstanding Common Stock. Mr.
Khoury owns all of these shares jointly with his wife, Jolie Khoury.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Except as disclosed above, no contracts, arrangements, understandings
or relationships between Mr. Khoury and any other persons exist with respect to
securities of the Issuer. Mr. Khoury's niece is married to Frank J. Ferrara, a
director of the Issuer. Mr. Khoury and Mr. Ferrara are not acting in concert
with respect to their share ownership at this time.
ITEM 7. MATERIAL TO BE FILED AS AN EXHIBIT
None.
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CUSIP No. 229725-10-6 13D Page 5 of 5 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: September 30, 1999.
/s/ Elie v. Khoury
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Elie V. Khoury
