BUFFETS INC
SC 13G/A, 1997-02-14
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                                                                      OMB APPROVAL
                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION   ---------------------------
                               WASHINGTON, D.C.  20549          OMB Number:     3235-0145
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                                     SCHEDULE 13G
                                           
                      UNDER THE SECURITIES EXCHANGE ACT OF 1934
                                           
                                  (AMENDMENT NO. 11)
                                           
                                           
                                           
                                    Buffets, Inc.
- --------------------------------------------------------------------------------
                                   (Name of Issuer)


                             Common Stock, $.01 par value
- --------------------------------------------------------------------------------
                            (Title of Class of Securities)


                                      119882108
- --------------------------------------------------------------------------------
                                    (CUSIP Number)
                                           


Check the following box if a fee is being paid with this statement / /.  (A fee
is not required only if the filing 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).

*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 the
disclosures provided in a prior cover page.
                                           
The information required in 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 1 of 4
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CUSIP No. 119882108                    13G                Page  2  of  4  Pages
          ---------                                            ---    --- 

- -------------------------------------------------------------------------------
 (1) NAMES OF REPORTING PERSONS.  
     S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

              Roe H. Hatlen
              ###-##-####
- -------------------------------------------------------------------------------
 (2) CHECK THE APPROPRIATE BOX IF A MEMBER                             (a)  / /
     OF A GROUP*                                                       (b)  / /
- -------------------------------------------------------------------------------
 (3) SEC USE ONLY

- -------------------------------------------------------------------------------
 (4) CITIZENSHIP OR PLACE OF ORGANIZATION
              United States
- -------------------------------------------------------------------------------
NUMBER OF SHARES              (5) SOLE VOTING POWER
 BENEFICIALLY                               1,394,596
 OWNED BY                    --------------------------------------------------
 EACH REPORTING               (6) SHARED VOTING POWER
 PERSON WITH                                71,000 
                             --------------------------------------------------
                              (7) SOLE DISPOSITIVE POWER
                                             1,394,596
                             --------------------------------------------------
                              (8) SHARED DISPOSITIVE POWER
                                             71,000 
- -------------------------------------------------------------------------------
 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  1,719,866**
     **includes (i) 122,244 shares owned of record by spouse as trustee for 
     their children, as to which Mr. Hatlen disclaims beneficial ownership; 
     (ii) 132,026 shares owned by members of his family sharing his 
     household, as to which he disclaims beneficial ownership; (iii) 456,000
     shares subject to stock options exercisable within 60 days of 
     December 31, 1996; and (iv) 71,000 shares owned by a foundation of which 
     he is a director.
- -------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

- -------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
         3.8%
- -------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
         IN
- -------------------------------------------------------------------------------
                    *SEE INSTRUCTION BEFORE FILLING OUT!

                                  Page 2 of 4


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ITEM 1.
         (a)  Name of Issuer
                   Buffets, Inc.

         (b)  Address of Issuer's Principal Executive Offices
                   10260 Viking Drive, Eden Prairie, MN  55344
ITEM 2.

         (a)  Name of Person Filing
                   Roe H. Hatlen

         (b)  Address of Principal Business Office or, if None, Residence
                   10260 Viking Drive, Eden Prairie, MN  55344

         (c)  Citizenship
                   USA

         (d)  Title of Class of Securities
                   Common Stock, $.01 par value

         (e)  CUSIP Number
                   119882108

ITEM 3.  IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(b), OR 13d-2(b),
CHECK WHETHER THE PERSON FILING IS A:

         (a)  / /  Broker or Dealer registered under section 15 of the Act

         (b)  / /  Bank as defined in section 3(a)(6) of the Act

         (c)  / /  Insurance Company as defined in section 3(a)(19) of the Act

         (d)  / /  Investment Company registered under section 8 of the   
                   Investment Company Act

         (e)  / /  Investment Adviser registered under section 203 of the 
                   Investment Advisers Act of 1940

         (f)  / /  Employee Benefit Plan, Pension Fund which is subject to the
                   provisions of the Employee Retirement Income Security Act of
                   1974 or Endowment Fund; see Section  240.13d-1(b)(1)(ii)(F)

         (g)  / /  Parent Holding Company, in accordance with Section     
                   240.13d-1(b)(ii)(G) (Note:  See Item 7)

         (h)  / /  Group, in accordance with Section  240.13d-1(b)(1)(ii)(H)

ITEM 4.  OWNERSHIP

    (a)  Amount Beneficially Owned

         1,719,866** ** includes (i) 122,244 shares owned of record by spouse
         as trustee for their children, as to which Mr. Hatlen disclaims
         beneficial ownership; (ii) 132,026 shares owned by members of his
         family sharing his household, as to which he disclaims beneficial
         ownership; (iii) 456,000 shares subject to stock options exercisable
         within 60 days of December 31, 1996; and (iv) 71,000 shares owned by a
         foundation of which he is a director.

    (b)  Percent of Class
              3.8%
    (c)  Number of shares as to which such person has:

           (i)  sole power to vote or to direct the vote 1,394,596

          (ii)  shared power to vote or to direct the vote 71,000

         (iii)  sole power to dispose or to direct the disposition of 1,394,596

          (iv)  shared power to dispose or to direct the disposition of 71,000




                                     Page 3 of 4

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ITEM 5.  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
         If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following /X/.


ITEM 6.  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

         Not Applicable

ITEM 7.  IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
         SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

         Not Applicable

ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

         Not Applicable

ITEM 9.  NOTICE OF DISSOLUTION OF GROUP

         Not Applicable

ITEM 10. CERTIFICATION
         The following certificate shall be included if the statement is filed 
pursuant to Rule 13d-1(b):
         By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.

                                      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.


                                                  February 13, 1997
                                       ---------------------------------------
                                                        Date
                                                   /s/ Roe H. Hatlen
                                       ---------------------------------------
                                                      Signature

                                                    Roe H. Hatlen,
                                       Chairman and Chief Executive Officer
                                       ---------------------------------------
                                                      Name/Title


                                     Page 4 of 4



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