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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.___)*
RUDY'S RESTAURANT GROUP, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
781278-10-6
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(CUSIP Number)
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WILLIAM H. VAN PELT, IV, 2000 BERING DR. #150, HOUSTON, TX 77057 713-977-1591
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
MAY 19, 1997
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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-l(b)(3) or (4), check the following box |_|.
Check the following box if a fee is being paid with the statement |_|. (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-l(a) for other parties to whom copies are to
be sent.
*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 ("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).
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SCHEDULE 13D
CUSIP NO. 781278-10-6
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bayview Partners
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Harris County, TX
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7 SOLE VOTING POWER
NUMBER OF 450,000 shares of common stock.
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,537,100
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 450,000 shares of common stock.
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
2,537,100
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,537,100 shares of common stock.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67 %
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 781278-10-6
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William H. Van Pelt, IV
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
NUMBER OF 1,000 shares of common stock.
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 451,000
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,000 shares of common stock.
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
451,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
451,000 shares of common stock.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12 %
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 781278-10-6
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Douglas M. Rudolph
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
NUMBER OF 2,086,100 shares of common stock.
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,536,100
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,086,100 shares of common stock.
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
2,536,100
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,536,100 shares of common stock.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67 %
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER
This filing by Bayview Partners, William H. Van Pelt, IV, and Douglas M. Rudolph
(collectively, "the Reporting Persons") relates to the common stock of Rudy's
Restaurant Group, Inc. The principal executive offices of the issuer are located
at 11900 Biscayne Blvd., Suite 806, Miami, FL 33181. Information regarding each
of the Reporting Persons is set forth below.
ITEM 2. IDENTITY AND BACKGROUND
The principal business of Bayview Partners, a Texas general partnership with its
principal office and place of business at 2000 Bering Drive, Suite 150, Houston,
TX 77057 is financial investing. The partners of Bayview Partners are William
H. Van Pelt, IV, a resident of Houston, TX, and Douglas M. Rudolph, a resident
of Bal Harbour, FL. Mr. Rudolph currently serves as president, chairman, and
chief executive officer of the issuer and is its largest shareholder. To the
best knowledge of either of the Reporting Persons, neither Bayview Partners, nor
either of its partners, has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction during the past five years related
to securities matters. To the best knowledge of either of the Reporting
Persons, neither Bayview Partners, nor either of its partners, has ever been
convicted in a criminal proceeding. William H. Van Pelt, IV is the sole
managing general partner of the partnership. In this capacity, Mr. Van Pelt has
sole discretion over investment of assets of the partnership, as well as all
distributions from the partnership to partners. The partnership has voting
control over the 450,000 shares of stock. Under the terms of the partnership
agreement, a majority of the partners can remove the managing general partner
and replace him with an independent investment advisor.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
At formation of Bayview Partners, Douglas M. Rudolph contributed to Bayview
Partners two notes receivable from Bright Star Holding, Inc., issued in 1986.
These notes were collateralized by 450,000 shares of common stock of the
issuer. On May 19, 1997, Bayview Partners foreclosed on the collateral
securing the two notes and Bayview Partners thereby took possession of the
450,000 shares of common stock.
ITEM 4. PURPOSE OF TRANSACTION
On May 19, 1997, Bayview Partners foreclosed on 450,000 shares of Rudy's
Restaurant Group, Inc. common stock which were being held as collateral to
secure two notes receivable held by the partnership. Upon transfer of the
collateral to Bayview Partners, Bayview Partners became owner of 12% of the
issuer's outstanding shares. Bayview Partners presently intends to hold these
shares for investment purposes. Bayview Partners has no present plans or
proposals which would in any way affect the issuer or the composition or nature
of its common stock or policies and procedures. Except as otherwise stated
herein, none of the Reporting Persons has any present plans or proposals which
relate to or would result in any of the actions described in subparagraphs
(a)-(j) of Item 4 of Schedule 13D. Effective control of the company already
resided with Douglas M. Rudolph by virtue of his individual ownership of 55% of
the issuer's outstanding shares. Acquisition of shares by Bayview Partners does
not alter Mr. Rudolph's effective control.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Bayview Partners owns 450,000 shares, or 12%, of the common stock of the issuer
and has sole voting and dispositive power over those shares. William H. Van
Pelt, IV is the managing general partner of the partnership. Under the terms of
the partnership agreement, a majority of the partners can remove the acting
managing general partner and replace him with an independent investment advisor.
Douglas M. Rudolph owns a majority interest in Bayview Partners. Douglas M.
Rudolph, individually, owns and has sole voting and dispositive power over
2,086,100 shares, or 55%, of the common stock of the issuer, and may be deemed
beneficial owner of the 450,000 shares owned by Bayview Partners. Mr. Van Pelt,
individually, owns and has sole voting and dispositive power over 1,000 shares,
or 3/100% (three one-hundredths of one percent), purchased on February 28, 1996
in an open market transaction, of the common stock of the issuer, and may be
deemed a beneficial owner of the 450,000 shares owned by Bayview Partners.
Accordingly, solely for purposes of reporting beneficial ownership pursuant to
Section 13(d) under the Securities Exchange Act of 1934, as amended, each of the
Reporting Persons is deemed to be the beneficial owner of the 450,000 shares
held by Bayview Partners.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Except as described herein, none of the Reporting Persons is a party to any
contract, arrangement, understanding, or relationship with any person with
respect to the securities of the issuer. William H. Van Pelt, IV and Douglas M.
Rudolph are partners in Bayview Partners, a Texas general partnership, and own
1% and 99% interests in the partnership respectively. William H. Van Pelt, IV
is the managing general partner of the partnership. Under the terms of the
partnership agreement, a majority of the partners can remove the acting managing
general partner and replace him with an independent investment advisor. Bayview
Partners presently intends to hold these shares for investment purposes.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1.) Joint filing agreement.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Date: May 29, 1997 Bayview Partners
By:
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William H. Van Pelt, IV
Managing General Partner
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William H. Van Pelt, IV
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Douglas M. Rudolph
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EXHIBITS INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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1. Joint filing agreement
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EXHIBIT 1
The undersigned hereby agree that this Schedule 13D filed by us with respect to
the Common Stock of Rudy's Restaurant Group, Inc. is filed on behalf of each
of us.
SIGNATURES:
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Date: May 29, 1997 Bayview Partners
By:
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William H. Van Pelt, IV
Managing General Partner
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William H. Van Pelt, IV
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Douglas M. Rudolph
