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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(AMENDMENT NO. ________)(1)
Panchos Mexican Buffet, Inc.
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(Name of Issuer)
Common Stock, $.10 par value per share
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(Title of Class of Securities)
698304 20 1
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(CUSIP Number)
Mark S. Weitz, Leonard, Street and Deinard, 150 S. Fifth St.,
Suite 2300, Minneapolis, Minnesota 55402, (612)335-1500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 7, 2000
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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 that is the subject of this 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box /X/.
NOTE. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. SEE
Rule 240.13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
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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 a 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).
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Page 2 of 5 Pages
CUSIP No. 698304 20 1 13D
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Stephen Oyster
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
NUMBER OF 13,998
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 116,094
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON 13,998
WITH 10 SHARED DISPOSITIVE POWER
116,094
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
130,092
12 CHECK BOX IF THIS AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.89%
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Page 3 of 5 Pages
14 TYPE OF REPORTING PERSON*
IN
ITEM 1. SECURITY AND ISSUER.
Common Stock, $.10 Par Value Per Share
Panchos Mexican Buffet, Inc.
ITEM 2(a). NAME OF PERSON FILING.
Stephen Oyster
ITEM 2(b). BUSINESS ADDRESS.
c/o Mark S. Weitz, Esq.
Leonard, Street and Deinard
150 S. Fifth St., Suite 2300
Minneapolis, Minnesota 55402
ITEM 2(c). PRESENT PRINCIPAL OCCUPATION.
Investor
ITEM 2(d). CONVICTION OF CRIMINAL PROCEEDING IN LAST FIVE YEARS.
Not applicable
ITEM 2(e). CONVICTION OF CIVIL PROCEEDING IN LAST FIVE YEARS.
Not applicable
ITEM 2(f). CITIZENSHIP.
U.S.A.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The reporting person used personal funds to acquire
the shares which are the subject of this Schedule 13D
(collectively, the "Shares"). The aggregate purchase
price of the Shares was $ 524,325.15.
ITEM 4. PURPOSE OF TRANSACTION.
Stephen Oyster ("Oyster") acquired the Shares for the
purpose of acquiring an additional equity investment
in Panchos Mexican Buffet, Inc. (the "Company").
Oyster filed a Schedule 13G upon his initial
acquisition of shares. Oyster is now filing a
Schedule 13D because Oyster may purchase additional
securities of the Company from time to time, which
may result in acquiring control of the Company, or he
may propose an extraordinary business transaction
involving the Company, either itself, through
entities under his control and/or in concert with
others, either in open market transactions, in
privately-negotiated transactions or otherwise,
depending on Oyster's evaluation of the Company's
business, prospects and financial
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Page 4 of 5 Pages
condition, the market for the stock of the company,
the terms and conditions of the transaction, other
opportunities available to Oyster, prospects for
Oyster's own business, general market conditions,
financial market conditions and other factors Oyster
may deem relevant to his investment decisions.
Oyster also may, either himself, through entities
under his control and/or in concert with others,
dispose of some or all of his investment in the
Company depending on similar considerations. Such
dispositions may be made from time to time in open
market transactions, underwritten public offerings,
privately-negotiated transactions or otherwise, on
such terms and at such prices as Oyster shall
determine. A purchase or sale of additional
securities of the Company by Oyster could result in
a change of control and/or a change in management
(which Oyster may also seek by attempting to
nominate new members to fill any future vacancies on
the Company's board of directors, or by standing for
election to the Company's board of directors).
ITEMS 5(a)
AND (b). AGGREGATE NUMBER AND PERCENTAGE OF CLASS OF SECURITIES.
Stephen Oyster (8.89%)
Sole Voting Power: 13,998
Shared Voting Power: 116,094
Sole Dispositive Power: 13,998
Shared Dispositive Power: 116,094
ITEM 5(c). TRANSACTIONS EFFECTED WITHIN THE LAST 60 DAYS.
<TABLE>
<S> <C> <C> <C>
April 19, 2000 1000 Shares $3.50 per share Transaction effected in
Austin, Texas via the
internet
April 20, 2000 4,000 Shares $3.50 per share Transaction effected in
Austin, Texas via the
internet
May 9, 2000 3,400 Shares $3.37 per share Transaction effected in
Austin, Texas via the
internet
May 9, 2000 500 Shares $3.43 per share Transaction effected in
Austin, Texas via the
internet
May 9, 2000 1,100 Shares $3.31 per share Transaction effected in
Austin, Texas via the
internet
</TABLE>
ITEM 5(d). ADDITIONAL INTERESTED PERSONS.
Other than the reporting person, not applicable
ITEM 5(e). OWNERSHIP OF LESS THAN FIVE PERCENT.
Not applicable
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Page 5 of 5 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Not applicable
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable
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.
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June 14, 2000
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(Signature)
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Stephen Oyster
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, PROVIDED, HOWEVER, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name of any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: Intentional misstatements or omissions of fact constitute
federal criminal violations (SEE 18 U.S.C. 1001).
