SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A-1
(Mark
One)
/X/ Annual Report under Section 13 or 15(d) of the
Securities Exchange Act of 1934 (Fee Required)
for the fiscal year ended June 27, 1999
/ / Transition report under Section 13 or 15(d) of the
Securities Exchange Act of 1934 (No Fee
Required) for the transition period from
____________ to ___________
Commission file number 0-12701
CUCOS INC.
(Exact name of Small Business Issuer in its charter)
Louisiana 72-0915435
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
110 Veterans Blvd., Suite 222, 70005
Metairie, Louisiana
(Address of principal executive (Zip Code)
offices)
Issuer's telephone number: (504) 835-0306
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act:
Common Stock, no par value
(Title of Class)
Check whether the Issuer (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act
during the past 12 months (or for such shorter period that the
Issuer was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes
X No
Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B contained in this form,
and no disclosure will be contained, to the best of issuer's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. /X/
Issuer's revenues for its most recent fiscal year: $20,120,000
Aggregate market value (based on the average bid and asked
prices in the over the-counter market) of the voting stock held
by non-affiliates of the Registrant as of October 11, 1999:
approximately $1,823,046.27.
Number of shares outstanding of each of the Issuer's Classes
of common stock as of October 11, 1999: 2,651,730 shares of
Common Stock, no par value.
The Registrant hereby amends its Form 10-KSB filed October
22, 1999, to provide the information in Part III (Items 9 - 12)
below.
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange
Act of the Registrant.
The following table lists the current directors of the
Company. Information concerning the principal occupations of the
directors, and other directorships which they hold in certain
public companies, is set forth in the following table. The term
of all directors will expire at the Company's 1999 Annual
Meeting. The nominees for election as director at the Company's
1999 Annual Meeting have not been determined as of this date.
Current Directors Age Director
Since
Frank J. Ferrara, Jr. 46 Dec. 1995
Thomas J. Grace 58 Oct. 1983
David M. Liuzza 52 Jan. 1995
Vincent J. Liuzza, Jr. 58 Mar. 1981
Sidney C. Pulitzer 65 Oct. 1983
Miguel Uria 61 Dec. 1983
V. M. Wheeler III 41 Oct. 1998
The following paragraphs identify the principal occupations
of the directors. Except as otherwise indicated, each director
has served for at least five years in the position shown.
Information is also given as to directorships held by such
persons in other companies which are publicly held and are
subject to certain requirements for filing reports with the
Securities and Exchange Commission.
Since 1982, Mr. Ferrara has served as managing partner of
Ferrara & Ferrara, a law firm located in Baton Rouge, Louisiana.
Mr. Grace has been Secretary of the Company since 1983 and
was General Counsel of the Company from 1992 to 1998. Mr. Grace
also served as City Attorney for the City of Harahan, from 1988
to January, 1992, and was an instructor of Law at Loyola
University Law School in New Orleans, Louisiana, from August,
1990, to May, 1991. Mr. Grace was a partner in the law firm of
Courtenay, Forstall, Grace & Hebert, New Orleans, Louisiana, from
1972 to May, 1989. Mr. Grace is a mediator with the firm of
Mediation Arbitration Professional Systems, Inc., formerly United
States Arbitration & Mediation, Gulf South, Inc., in Metairie,
Louisiana.
Mr. David M. Liuzza is a founder of the Company and has been
a Director since January, 1995. For the last five years, Mr.
Liuzza has served as President or in other positions for L.B.G.,
Inc., an affiliate of the Company formerly known as Sizzler
Family Steak Houses of Southern Louisiana, Inc. and as Chairman
of LaMexiCo, L.L.C., a franchisee of the Company, since 1994.
Mr. Liuzza is the brother of Vincent J. Liuzza, Jr.
Mr. Vincent J. Liuzza, Jr., President of the Company, has
also been Chairman of the Board of Directors of the Company since
its inception in 1981. Mr. Liuzza is also a founder of L.B.G.,
Inc., an affiliate of the Company, and has served as its Chairman
or in other positions since 1969. Mr. Liuzza is the Chairman,
President and sole stockholder of Brothers video, a company which
has entered into several agreements with Cucos Inc. to supply
video poker machines in Cucos' restaurants located in Louisiana.
Mr. Liuzza is also the President of LaMexiCo, L.L.C., a Louisiana
limited liability company that operates a franchised Cucos
restaurant in Metairie, Louisiana.
Since 1984, Mr. Pulitzer had been Chairman of the Board of
Wemco Inc., New Orleans, Louisiana, a manufacturer of men's
neckwear and sportswear, after serving for more than five years
as its President until it was sold in December, 1997. During the
past three years, he has also served as President and then as
Chairman of the World Trade Center in New Orleans, Louisiana, and
as a Director of North Star Insurance.
Mr. Uria has been President of ORO Financial, a registered
broker/dealer in New Orleans, Louisiana, since January, 1988.
V. M. Wheeler III has been a Director since October 1, 1998.
Since July 1999, he has been the Managing Member of, and an
attorney with, V. M. Wheeler III, L.L.C. in New Orleans,
Louisiana. From 1995 through July 1999, Mr. Wheeler was a
partner of Kendrick & Wheeler, L.L.P., a law firm located in New
Orleans, Louisiana. From 1994 to 1997, he was Vice President of
Cain Brothers & Company, Inc., an investment banking firm.
Executive Officers of the Company
The following table lists certain information about the sole
executive officer of the Company who is not a director of the
Company. In addition to the person listed below, Mr. Vincent J.
Liuzza, Jr., the Chairman of the Board of Directors of the
Company, serves as the President of the Company, and Thomas J.
Grace, a director of the Company, serves as Secretary.
Information concerning Messrs. Liuzza, Jr. and Grace is set
above. Information concerning the business experience of the
executive officer named in the table below follows the table.
Name Age Officer Officer Since
Daniel L. Earles 52 Executive Vice June 1998
President-Operations
Mr. Earles joined the Company as Executive Vice President-
Operations on June 15, 1998. From August 1994 - February 1998,
Mr. Earles was the owner/operator of DLE Management, Inc., a
restaurant management company.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's directors and executive officers, and
persons who own more than ten percent of a registered class of
the Company's equity securities, i.e., the Company's Common Stock
("10% Shareholders"), to file reports of ownership and reports of
changes in ownership of such securities with the Securities and
Exchange Commission (the "SEC"). Executive officers, directors
and 10% Shareholders are required by SEC regulation to furnish
the Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received
by it and written representations from certain reporting persons
that no other reports were required for those persons, the
Company believes that during the period from June 28, 1998, to
June 27, 1999, all of its officers, directors and 10%
Shareholders complied with all applicable Section 16(a) filing
requirements.
Item 10. Executive Compensation.
The following table shows cash compensation for services
rendered in all capacities to the Company during the fiscal years
June 29, 1997, and June 28, 1998, for the President and for the
only other executive officers of the Company whose total annual
salary and bonus exceeded $100,000 for the fiscal year ended June
27, 1999.
<TABLE>
<CAPTION>
Long Term Compensation
Annual Awards Payouts
Compensation
Other Restricted
Name and Fiscal Compensa- Stock Options/ LTIP All Other
Principal Position Year Salary Bonus tion(2) Awards SARS Payouts Compensation(3)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Vincent J.Liuzza, Jr. 1999 $190,000 - - - - - $11,104
President 1998 $190,000 - - - - - $6,717
1997 $180,354 $645 - - - - $5,898
Daniel L. Earles, 1999 $150,000 - - - - - -
Exec. Vice President
Elias Daher 1999 $92,308 $15,308 - - - - $487
Regional Vice
President (4)
</TABLE>
_____________
(1) Includes amounts deferred under a retirement plan maintained
under the provisions of Section 401(k) of the Internal
Revenue Code in which employees of the Company are eligible
to participate. Does not include matching contributions
made by the Company, all of which are set forth in the
column "All Other Compensation".
(2) The Company provides certain employees, including executive
officers, with automobiles and provides complimentary meals
to executive officers and directors. The value of these
benefits is not included in the amounts reported in the
table. The Company has determined that perquisites and
other personal benefits with respect to any individual named
in the preceding table would in no event have exceeded 10%
of the compensation reported in such table for such person.
(3) Amounts set forth (A) matching contributions made under the
retirement plan referenced in footnote (1) to this table as
follows: Mr. Liuzza - $572 - 1999, $617 - 1998, - $544 -
1997; Mr. Daher $487 - 1999; and (B) the dollar value of
term life and disability insurance premiums paid by the
Company as follows: Mr. Liuzza - $10,532 - 1999, $6,100 -
1998, - $5,354 - 1997.
(4) Mr. Daher left the employ of the Company on October 18,
1999.
Stock Option Grants During Fiscal 1999
The Company did not grant any stock options or stock
appreciation rights to Mr. Vincent J. Liuzza, Jr. during Fiscal
1999. The Company granted options for 12,500 shares at $.92 per
share to Mr. Elias Daher during Fiscal 1999, following his
becoming Regional Vice President.
Aggregated Stock Option Exercises and Fiscal Year-Ended Option
Values
The following table sets forth information concerning stock
options which were exercisable during Fiscal 1999 by Messrs.
Vincent J. Liuzza, Jr., Daniel L. Earles, and Elias Daher and the
total number and value of unexercised options held by each such
person at June 27, 1999, separately identifying unexercisable and
exercisable options at June 27, 1999. No stock appreciation
rights have ever been granted to any of the named executive
officers.
<TABLE>
<CAPTION>
Number of Shares
Underlying Value of
Unexercised Unexercised In-
Shares Options at The-Money Options
Acquired June 27, 1999 at June 27, 1999
Name on Value Exercisable/ Exercisable/
Name Exercise Realized Unexercisable Unexercisable
<S> <C> <C> <C> <C>
Vincent J. Liuzza, Jr. 0 $0 60,000/0 $0/$0
Daniel L. Earles 0 $0 47,500/0 $0/$0
Elias Daher 0 $0 12,500/12,500 $0/$0
</TABLE>
Compensation of Directors
Directors of the Company are not paid fees for attendance at
meetings of the Board of Directors or any other cash compensation
for serving as directors. Under the 1993 Stock Option Plan, the
non-employee directors of the Company shall receive stock options
to purchase shares of Common Stock in an amount to be determined
by the Board of Directors.
Item 11. Security Ownership of Certain Beneficial Owners and
Management.
The following table sets forth information, as of October
22, 1999, concerning (a) the only shareholders known by the
Company to own beneficially more than 5% of the Common Stock of
the Company, which is the only class of voting securities
outstanding, (b) each of the executive officers named in the
Summary Compensation table and (c) the beneficial ownership of
Common Stock by all directors and officers of the Company as a
group.
Beneficial Owner(s) Amount Beneficially Percent of
and Address Owned (1) Class (1)
Vincent J. Liuzza, Jr. (2)(3) 477,100 shares 17.4%
Frank J. Ferrara (4) 401,188 shares 15.0%
Robert J. Monroe (5) 241,730 shares 9.1%
Mr. & Mrs. Gerald E. Siefken (6) 224,000 shares 8.5%
Raymond D. Schoenbaum (7) 210,500 shares 7.9%
Elie V. Khoury (8) 198,195 shares 7.5%
Daniel L. Earles (9) 47,500 shares 1.8%
Elias Daher (10) 25,000 shares 0.9%
All directors and officers as
a group (9 persons) (11) 1,212,512 shares 40.9%
(1) Unless otherwise noted, the shares are owned of record by
the beneficial owners shown with sole voting and investment
power, except for the community property interest, if any,
of the shareholder's spouse. The table includes shares
which are subject to stock options exercisable within 60
days of September 24, 1999.
(2) Address: 110 Veterans Blvd., Suite 222, Metairie, Louisiana
70005.
(3) Includes 60,000 shares subject to options exercisable by Mr.
Vincent Liuzza, Jr. and 25,000 shares subject to options
exercisable by Mr. Liuzza's wife, Glenda T. Liuzza, as to
which she possesses sole voting and investment power. Mr.
Liuzza, Jr. disclaims any beneficial ownership of shares
issuable pursuant to Mrs. Liuzza's options.
(4) Address: P. O. Box 159, Walker, Louisiana 70785. Includes
25,000 shares subject to options exercisable by Mr. Ferrara.
(5) Address: 228 St. Charles Avenue, Suite 1402, New Orleans,
Louisiana 70130. Includes 241,730 shares that are
beneficially owned by Mr. Robert J. Monroe as Executor of
the Estate of J. Edgar Monroe as to which he has sole voting
and investment power. The information about the Estate's
ownership is based on a written confirmation made by Mr.
Monroe on behalf of the Estate of J. Edgar Monroe.
(6) Address: 40 Killdeer Street, New Orleans, Louisiana 70124.
Includes 1,000 shares owned of record by Mr. Siefken as to
which he exercises sole voting and investment power, 67,600
shares owned of record by Mrs. Siefken, as to which she
exercises sole voting and investment power, 15,000 shares
owned of record by a trust for the benefit of Mr. Siefken's
daughter, as to which he exercises sole voting and
investment power in his capacity as trustee of the trust,
and 74,000 shares owned of record by Mr. & Mrs. Siefken
jointly with shared voting and investment power. Mr.
Siefken is also the beneficial owner of 66,400 shares which
he holds as custodian for four of his children as to which
he exercises sole voting and investment power. Mr. Siefken
disclaims any beneficial interest in the shares owned of
record by his wife. The above information is based upon
filings made by Mr. & Mrs. Siefken with the Securities and
Exchange Commission.
(7) Address: 1480 Terrell Mill Road, Suite 1100, Marietta,
Georgia 30067-6050. Mr. Schoenbaum's actual percentage
ownership is 6.8%. His ownership includes 180,500 shares as
to which he exercises sole voting and investment power,
10,000 shares beneficially owned as custodian for the
accounts of Brian D. Schoenbaum and Marc S. Schoenbaum (his
children) and 20,000 shares indirectly beneficially owned by
Mr. Schoenbaum as controlling shareholder, Director,
Chairman and Secretary of Innovative Restaurant Concepts.
Mr. Schoenbaum disclaims beneficial ownership of all 20,000
shares of Cucos Common Stock held of record by Innovative
Restaurant Concepts. The above information is based upon
filings made by Mr. Schoenbaum with the Securities and
Exchange Commission.
(8) Address: 46 English Turn Drive, New Orleans, Louisiana
70131. Mr. Khoury owns all of these shares jointly with his
wife, Jolie Khoury.
(9) Address: 4408 Pike Drive, Metairie, Louisiana 70003.
Includes 47,500 shares subject to options exercisable by Mr.
Earles.
(10) Address: 3640 Lake Aspen Drive East, Gretna, Louisiana
70056. Includes 25,000 shares subject to options
exercisable by Mr. Daher.
(11) Includes 317,500 shares subject to options.
Vincent J. Liuzza, Jr., the Succession of Vincent J. Liuzza,
Sr., and David M. Liuzza have pledged an aggregate of 193,384
additional shares of Common Stock of the Company owned by them
individually to secure loans extended to L.B.G., Inc. (formerly
known as Sizzler Family Steak Houses of Southern Louisiana, Inc.)
("L.B.G"), an affiliate of the Company, for general business
purposes. Under the terms of each of the notes evidencing the
loans, the lenders may foreclose on its pledge if L.B.G. fails to
make timely payments on the loans.
Item 12. Certain Relationships and Related Transactions.
L.B.G., Inc. ("L.B.G.") is a management company owned by (i)
Vincent J. Liuzza, Jr., the Chairman, a principal shareholder and
a director of the Company, and (ii) David M. Liuzza, a director
of the Company.
At June 27, 1999, L.B.G. owed the Company $65,583 on a Note
for past purchases of food, restaurant supplies, rent and
services. The Note bears interest at prime plus 2% and is due in
monthly installments of $1,314. In addition, L.B.G. owed the
Company $3,404 at year end for miscellaneous items. All sums due
the Company by L.B.G. were current as of June 27, 1999.
The Company owns a 32% interest in LaMexiCo, L.L.C.
("LaMexiCo"), a Louisiana limited liability company that operates
a franchised Cucos restaurant at 3000 Veterans Boulevard in
Metairie, Louisiana. The Company also manages the restaurant for
LaMexiCo and receives 4.0% of net sales plus out-of-pocket
expenses as compensation. The restaurant opened under the
development rights previously owned by L.B.G. which owns 26.1% of
LaMexiCo. Mr. Thomas J. Grace (a director and the Secretary of
the Company), Mrs. Vincent J. Liuzza, Sr. (a part owner of
L.B.G.), Mr. Miguel Uria (a director of the Company), and certain
unaffiliated investors own the balance of LaMexiCo. The Company
received $62,346 in royalties and $76,652 in management fee
revenue from LaMexiCo during Fiscal 1999. At June 27, 1999,
LaMexiCo owed the Company $7,258, which is paid current, for
management fees, royalties and other expenses.
The Company leases land, building and improvements on which
a Company-owned restaurant in New Orleans, Louisiana, is located
from Sidney C. Pulitzer, a director of the Company. The lease
has a primary term of fifteen years which expires on October 31,
2000, and contains an option to renew for an additional fifteen-
year period. The Company paid $128,536 in rent to Mr. Pulitzer
during Fiscal 1999.
The Company has entered into several agreements with
Brothers Video, Inc. pursuant to which Brothers Video supplies
video poker machines in nine Cucos restaurants located in
Louisiana, five of which were terminated on June 30, 1999, due to
the election by the voters in these parishes to terminate
gambling. The term of an agreement is 10 years. The Company
has the option to renew each contract for one additional two-
year period. Under the agreements, the Company shares in the
gross device revenues less state licensing fees and receives 65%
of the net receipts during the first two years of the term and
70% thereafter. Vincent J. Liuzza, Jr., the Chairman, President
and a director of the Company, is the sole stockholder of
Brothers Video. At June 27, 1999, the Company had a receivable
from Brothers Video of $50,041, which is paid current, for video
poker revenues earned. The Company's share of video poker
revenues earned was 3.12% of sales of food and beverages in
fiscal year 1999.
As described above, the Company believes that the terms of
the transactions described above are all on terms that are not
less favorable to the Company than those that could be negotiated
with an independent third party.
SIGNATURE
In accordance with Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized.
CUCOS INC.
Date: October 25, 1999 By: /s/ Vincent J. Liuzza, Jr.
Vincent J. Liuzza, Jr.
Chairman of the Board and
Chief Executive Officer
In accordance with the Securities Exchange Act of 1934,
this report has been signed below by the following persons on
behalf of the Registrant and in the capacities indicated as of
October 25, 1999.
/s/ Sidney C. Pulitzer /s/ Thomas J. Grace
Sidney C. Pulitzer, Director Thomas J. Grace, Director and
Secretary
/s/ Miguel Uria /s/ David M. Liuzza, Director
Miguel Uria, Director David M. Liuzza, Director
/s/ V. M. Wheeler III /s/ Frank J. Ferrara, Jr.
V. M. Wheeler III, Director Frank J. Ferrara, Jr., Director
/s/ Vincent J. Liuzza, Jr.
Vincent J. Liuzza, Jr.
Chairman of the Board of
Directors and Chief
Executive Officer
