<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
BIKERS DREAM, INC.
-------------------------------
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
-------------------------------
(Title of Class of Securities)
090008202
-------------------------------
(CUSIP Number)
Donald Duffy
Meyer, Duffy & Associates, Inc.
237 Park Avenue, 9th Floor
New York, New York 10017
(212) 808-3490
-----------------------------------
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
JUNE 30, 1999
------------------------------------
(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
[ ].
<PAGE>
CUSIP NO. 090008202
-----------------------
1) Names of Reporting Person. Donald Duffy
Identification No. of
Above Person (entities only)
- ------------------------------------------------------------------------------
2) Check the Appropriate Box (a)
if a Member of a Group -------------------------------
(See Instructions) (b)
-------------------------------
- ------------------------------------------------------------------------------
3) SEC Use Only
- ------------------------------------------------------------------------------
4) Source of Funds (See
Instructions) PF, WC
- ------------------------------------------------------------------------------
5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e)
- ------------------------------------------------------------------------------
6) Citizenship or Place of United States
Organization
- ------------------------------------------------------------------------------
Number of (7) Sole Voting Power 1,403,643 shares(1)
-----------------------------------------------------------
Shares Bene- (8) Shared Voting
ficially Power 0 shares
-----------------------------------------------------------
Owned by (9) Sole Dispositive
Each Report- Power 1,403,643 shares(1)
ing Person -----------------------------------------------------------
(10) Shared Dispositive
With Power 0 shares
- ------------------------------------------------------------------------------
11) Aggregate Amount Beneficially
Owned by Each Reporting Person 1,403,643 shares(1)
- ------------------------------------------------------------------------------
12) Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares (See Instructions)
- ------------------------------------------------------------------------------
13) Percent of Class Represented
by Amount in Row (11) 25.04%(2)
- ------------------------------------------------------------------------------
14) Type of Reporting Person (See
Instructions) IN
- ------------------------------------------------------------------------------
- -------------------
(1) Includes (i) 11,193 shares of Common Stock owned by Mr. Duffy
individually, (ii) 55,000 shares of Common Stock which Mr. Duffy has
the right to acquire upon the exercise of currently exercisable stock
options, (iii) 944,450 shares of Common Stock which are held by various
investment partnerships of which Mr. Duffy is a member of the limited
liability company which serves as the general partner, including MD
Strategic L.P., and a corporation of which Mr. Duffy is an executive
officer (collectively, the "Investment Entities"), and (iv) 393,000
shares of Common Stock which the Investment Entities have the right to
acquire upon the exercise of currently exercisable stock options and/or
warrants, as to all of which Mr. Duffy disclaims beneficial ownership
as to any Common Stock beneficially owned by the Investment Entities.
(2) Based on 5,157,590 shares of Common Stock outstanding as of April 1,
1999, as reported in the Issuer's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1998.
Page 2
<PAGE>
CUSIP NO. 090008202
------------------------
1) Names of Reporting Person. MD Strategic L.P.
Identification No. of
Above Person (entities only)
- ------------------------------------------------------------------------------
2) Check the Appropriate Box (a)
if a Member of a Group (b)
(See Instructions)
- ------------------------------------------------------------------------------
3) SEC Use Only
- ------------------------------------------------------------------------------
4) Source of Funds (See
Instructions) WC
- ------------------------------------------------------------------------------
5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e)
- ------------------------------------------------------------------------------
6) Citizenship or Place of
Organization
- ------------------------------------------------------------------------------
Number of (7) Sole Voting Power 933,448 shares(1)
---------------------------------------------------
Shares Bene- (8) Shared Voting
ficially Power 0 shares
---------------------------------------------------
Owned by (9) Sole Dispositive
each report- Power 933,448 shares(1)
ing Person ----------------------------------------------------
(10) Shared Dispositive
With Power 0 shares
---------------------------------------------------
11) Aggregate Amount Beneficially
Owned by Each Reporting Person 933,448 shares(1)
- ------------------------------------------------------------------------------
12) Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares (See Instructions)
- ------------------------------------------------------------------------------
13) Percent of Class Represented
by Amount in Row (11) 17.38%(2)
- ------------------------------------------------------------------------------
14) Type of Reporting Person (See
Instructions) PN
- ------------------------------------------------------------------------------
- -------------------
(1) Includes (i) 720,448 shares of Common Stock owned by MD Strategic L.P.,
and (ii) 213,000 shares of Common Stock which MD Strategic L.P. has the
right to acquire upon the exercise of currently exercisable warrants.
Mr. Donald Duffy is a member of the general partner of MD Strategic
L.P.
(2) Based on 5,157,590 shares of Common Stock outstanding as of April 1,
1999, as reported in the Issuer's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1998.
Page 3
<PAGE>
Item 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, no par value
(hereafter "Common Stock"), of Bikers Dream, Inc., which has its principal
executive offices at 11631 Sterling Avenue, Riverside, California 92503
(hereafter referred to as the "Issuer"). Due to inadvertence, no statement was
filed previously by the Filing Persons named herein, and this statement is being
filed at this time to correct that oversight. The information contained in this
statement was previously disclosed to the Issuer and has been reflected in
various public filings made by the Issuer.
Item 2. IDENTITY AND BACKGROUND
The following is information with respect to the identity and
background of the persons filing this statement:
(a) The names of the reporting persons are (i) Donald Duffy,
an individual ("Duffy"), and (ii) MD Strategic L.P., a limited partnership
organized under the laws of State of Delaware (the "Partnership"). Duffy and the
Partnership are collectively referred to as the "Filing Persons".
(b) Duffy's business address is, and the Partnership's
principal business and office are located at, 237 Park Avenue, New York, New
York 10017.
(c) Duffy's principal occupation is acting as an executive
officer of Meyer, Duffy & Associates, Inc., a Delaware corporation whose
principal office is located at 237 Park Avenue, New York, New York 10017, and a
Member of Meyer Duffy Asset Management, LLC ("Management"), a Delaware limited
liability company whose principal office is located at 270 North Wilton Road,
New Canaan, Connecticut 06840. In those capacities, he oversees certain
investments, including those in the Issuer, of the Partnership and other limited
partnerships of which Management is the general partner. The Partnership was
formed in 1994 and its principal business is investing in and holding the
securities of various entities.
(d) Neither Duffy nor the Partnership has been convicted in a
criminal proceeding (excluding minor violations and similar misdemeanors) in the
past five years; nor has either been a party to a civil proceeding with respect
to activities subject to federal and state securities laws in the past five
years.
(e) Duffy is a citizen of the United States. The Partnership
is organized under the laws of the State of Delaware.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The 11,193 shares of Common Stock held by Duffy were
distributed to him by Meyer, Duffy & Associates, Inc. in December 1996. The
Issuer issued such shares of Common Stock to Meyer, Duffy & Associates, Inc. as
payment for consulting fees for services that were performed by Meyer, Duffy &
Associates, Inc. Options to purchase additional shares of Common Stock were
granted to Duffy by the Issuer in connection with his service as a director of
the Issuer as follows: (i) options to purchase 10,000 shares at an exercise
price of $4.00 per share were granted on December 19, 1995, (ii) options to
purchase 40,000 shares at an exercise price of $4.00 per share on September 8,
1996, and (iii) options to purchase 5,000 shares at an exercise price of $3.75
per share on July 31, 1998. Each of the options is currently exercisable.
The 720,448 shares of Common Stock currently held by the
Partnership were purchased directly from the Issuer, in some instances upon
conversion of shares of preferred stock or the exercise of warrants, from March
22, 1995 to April 14, 1998 for an aggregate of $2,928,241.00, all of which was
paid out of the Partnership's working capital. The Issuer granted the
Partnership warrants to
Page 4
<PAGE>
acquire an additional 213,000 shares of Common Stock in the aggregate during the
period May 1, 1997 to March 30, 1998, all of which have an exercise price of
$5.00 per share.
Item 4. PURPOSE OF TRANSACTION.
The shares of Common Stock owned by each of Duffy and the
Partnership were acquired for investment purposes.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof:
(i) Duffy owns or may be deemed to own beneficially an
aggregate of 1,403,643 shares of the Common Stock,
constituting 25.04% (1) of the shares outstanding, of which
(A) 11,193 shares are owned by him outright, (B) 55,000
shares are issuable pursuant to currently exercisable options
issued to Duffy, (C) 944,450 shares of Common Stock are held
by various investment partnerships of which Management serves
as the general partner, including the Partnership, or a
corporation of which Mr. Duffy is an executive officer
(collectively, the "Investment Entities"), and as to which he
has the sole voting and investment power, and (D) 393,000 are
shares of Common Stock which are issuable to certain of the
Investment Entities pursuant to currently exercisable stock
options and/or warrants; Mr. Duffy disclaims beneficial
ownership of the shares of Common Stock referred to in (C)
and (D) above; and
(ii) the Partnership owns beneficially 933,448 shares of
Common Stock, constituting 17.38%(1) of the shares outstanding
of which (A) 720,448 shares are owned by the Partnership and
(B) 213,000 shares are issuable pursuant to currently
exercisable warrants issued to the Partnership.
(b) Each of Duffy and the Partnership has the power to vote
and to dispose of the shares of the Common Stock owned directly by it and Duffy
has the sole power to vote and to dispose of the shares of Common Stock owned by
the Partnership and the other Investment Entities.
(c) There were no transactions in the shares of the Common
Stock of the Issuer effected by either of Duffy or the Partnership during the
past sixty days.
(d) No person other than each of Duffy or the Partnership, as
appropriate, is known to have the right to receive or the power to direct the
receipt of dividends from or the proceeds of such shares of Common Stock owned
by each of Duffy and the Partnership, as appropriate.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as described in this Schedule 13D, as amended, and
except that Duffy is a director of the Issuer, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) between
either Duffy or the Partnership and any other person with respect to any
securities of the Issuer, including but not limited to transfer or voting of any
other securities, finder's fees, joint
- ------------------
(1) Based on 5,157,590 shares of Common Stock outstanding as of April 1, 1999,
as reported in the Issuer's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1998.
Page 5
<PAGE>
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loans, or the giving or withholding of proxies.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
A copy of the agreement among each of the Filing Persons on
whose behalf this Statement is filed is annexed as Exhibit A hereto, which is
incorporated herein by reference.
SIGNATURE
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
/s/ DONALD DUFFY
---------------------------------------
Donald Duffy
MD STRATEGIC L.P.
By: Meyer, Duffy Asset Management, LLC,
General Partner
By: /s/ DONALD DUFFY
------------------------------------
Donald Duffy, Member
Dated: June 30, 1999
Page 6
<PAGE>
EXHIBIT A
AGREEMENT, dated as of June 30, 1999, between MD Strategic
L.P., a Delaware limited partnership ("Strategic"), and Donald Duffy ("Duffy")
W I T N E S S E T H:
WHEREAS, Strategic and Duffy may be deemed to have acquired,
in the aggregate, beneficial ownership of more than five percent of the Common
Stock of Bikers Dream, Inc. (the "Common Stock"); and
WHEREAS, pursuant to Rule 13d-1 under the Securities Exchange
Act of 1934, as amended (the "Act"), a Statement on Schedule 13D must be filed
by a person who acquires more than five percent of a class of registered equity
securities; and
WHEREAS, in accordance with Rule 13d-1(f) under the Act, only
one such Statement need be filed whenever two or more persons are required to
file such a Statement pursuant to Section 13(d) of the Act with respect to the
same securities, provided that said persons agree in writing that such Statement
is filed on behalf of each of them.
NOW, THEREFORE, in consideration of the premises and mutual
agreements herein contained, the parties hereto agree as follows:
Strategic and Duffy do hereby agree, in accordance with Rule
13d-1(f) under the Act, to file one Statement on Schedule 13D relating to their
ownership of Common Stock, and do hereby further agree that said Statement shall
be filed on behalf of each of them.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
/S/ DONALD DUFFY
-----------------------------------------------
Donald Duffy
MD STRATEGIC L.P.
By: Meyer, Duffy Asset Management, LLC, General
Partner
By: /S/ DONALD DUFFY
--------------------------------------------
Donald Duffy, Member
Page 7
