UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Cable Car Beverage Corporation
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
126844109
(CUSIP Number)
C. Duncan Soukup, Lionheart Partners, Inc., 230 Park Avenue, Suite 516,
New York, NY 10169 (212) 599-5077
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications.
November 18, 1997
(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(b)(3) or (4), check the following box [ ]
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
(Page 1 of 8 Pages)
*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).
<PAGE>
SCHEDULE 13D
CUSIP No. 126844109 Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LIONHEART USA MICRO CAP VALUE, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) XX
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0. See Item 5.
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 618,000. See Item 5.
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0. See Item 5.
PERSON 10 SHARED DISPOSITIVE POWER
WITH 618,000. See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
636,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.11%
14 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 126844109 Page 3 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LIONHEART PARTNERS, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) XX
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0. See Item 5.
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 618,000. See Item 5.
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0. See Item 5.
PERSON 10 SHARED DISPOSITIVE POWER
WITH 636,000. See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
636,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.11%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 126844109 Page 4 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LIONHEART GROUP, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) XX
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0. See Item 5.
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 618,000. See Item 5.
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0. See Item 5.
PERSON 10 SHARED DISPOSITIVE POWER
WITH 636,000. See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
636,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.11%
14 TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 126844109 Page 5 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
C. DUNCAN SOUKUP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) XX
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United Kingdom
NUMBER OF 7 SOLE VOTING POWER
SHARES 0. See Item 5.
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 618,000. See Item 5.
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0. See Item 5.
PERSON 10 SHARED DISPOSITIVE POWER
WITH 636,000. See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
636,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.11%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 126844109 Page 6 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bloomingdale Properties, Inc.
Profit Sharing and Savings Plan and Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) XX
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OR ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 12,000. See Item 5.
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY ---
EACH 9 SOLE DISPOSITIVE POWER
REPORTING ---
PERSON 10 SHARED DISPOSITIVE POWER
WITH 12,000. See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
636,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.11%
14 TYPE OF REPORTING PERSON*
EP
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 126844109 Page 7 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bloomingdale Properties, Inc.
Money Purchase Pension Plan and Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) XX
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OR ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 6,000. See Item 5.
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 6,000. See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
636,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.11%
14 TYPE OF REPORTING PERSON*
EP
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 126844109 Page 8 of 8 Pages
ITEM 1. SECURITY AND ISSUER
This statement related to the Common Stock $.01 par value per share
(the "Common Stock"), of Cable Car Beverage Corporation, 717 17th Street,
Denver, Colorado, 80202.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Lionheart USA Micro Cap Value, L.P., a
Delaware limited partnership ("Micro Cap"), Lionheart Partners, Inc., a Delaware
corporation ("Partners"), Lionheart Group, Inc., a Delaware corporation
("Group"), C. Duncan Soukup, an individual and a citizen of the United Kingdom
("CDS"), Bloomingdale Properties Inc. Profit Sharing and Savings Plan and Trust,
a New York trust ("Profit Sharing"), and Bloomingdale Properties Inc. Money
Purchase Pension Plan and Trust, a New York trust ("Money Purchase"). The
principal business address of each of Micro Cap, Partners, Group and CDS is 230
Park Avenue, Suite 516, New York, New York 10169. The principal business address
of each of Profit Sharing and Money Purchase is 641 Lexington Avenue, 29th
Floor, New York, New York 10022.
Partners is the sole general partner of Micro Cap. Group owns 100% of
the capital stock of Partners. CDS owns 100% of the capital stock of Group. CDS
is the President and sole Director of each of Partners and Group. CDS's
principal occupation is President of Group.
The trustees of each of Profit Sharing and Money Purchase are (i) John
L. Ernst, President of Bloomingdale Properties, Inc., 641 Lexington Avenue, New
York, New York 10022, (ii) Edgar M. Cullman, Chairman of General Cigar Holdings
Inc., 387 Park Avenue South, New York, New York, and (iii) Frederick
Danziger, President of Griffin Land & Nurseries, Inc., One Rockefeller Plaza,
Suite 2301, New York, New York.
All of the individuals named are United States Citizens except CDS who
is a citizen of the United Kingdom. None have within the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or have been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
have been or are subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violations with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Shares of the Common Stock were acquired by Micro Cap, Profit
Sharing and Purchase Money in accounts maintained with Bear Stearns Securities
Corp. through Furman Selz LLC.
ITEM 4. PURPOSE OF TRANSACTION
Micro Cap, Profit Sharing and Money Purchase have acquired shares of
Common Stock for arbitrage and investment purposes. Micro Cap, Profit Sharing
and Money Purchase reserve the right to sell shares of Common Stock or to
acquire additional shares in open market transactions or otherwise.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of November 20, 1997, each of Micro Cap, Partners, Group and CDS
beneficially owned 618,000 shares of Common Stock, constituting 6.91% of the
shares of Common Stock outstanding, Profit Sharing beneficially owned 12,000
shares of Common Stock, constituting .1% of the shares outstanding and Money
Purchase beneficially owned 6,000 shares of Common Stock, constituting less than
.1% of the shares outstanding.
Each of Micro Cap, Partners, Group and CDS share voting and
disposition power over the 618,000 shares of Common Stock beneficially owned by
them. Profit Sharing and Money Purchase have sole voting power and shared
disposition power over the 12,000 and 6,000 shares of Common Stock beneficially
owned by each of them, respectively. Partners, Group and CDS share disposition
power over the 12,000 and 6,000 shares of Common Stock owned by Profit Sharing
and Money Purchase, respectively, based on limited powers of attorney granted to
Partners.
The following purchases are transactions by Micro Cap within the
60 days prior to the event requiring the filing of this Schedule 13D:
TRADE DATE NUMBER OF SHARES PER SHARE PRICE
10/06/97 1,500 3.1875
10/07/97 10,500 3.125
10/08/97 2,500 3.06
10/13/97 2,500 3.1562
10/17/97 10,000 3.125
11/11/97 36,000 3.9062
11/12/97 4,000 3.875
11/13/97 6,000 3.9375
11/17/97 20,000 3.96875
11/18/97 40,000 4.00
11/19/97 50,000 4.0625
No transactions were effected during such period by Profit Sharing or
Money Purchase. All the reported transactions were effected on Nasdaq Small Cap
Market or directly with market makers.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
None
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
we certify that the information set forth in this statement is true and correct.
November 20, 1997
LIONHEART USA MICRO CAP VALUE, L.P.
By: Lionheart Partners, Inc.
its general partner
By: /s/ C. Duncan Soukup
C. Duncan Soukup, President
LIONHEART PARTNERS, INC.
By: /s/ C. Duncan Soukup
C. Duncan Soukup, President
LIONHEART GROUP, INC.
By: /s/ C. Duncan Soukup
C. Duncan Soukup, President
/s/ C. Duncan Soukup
C. DUNCAN SOUKUP
BLOOMINGDALE PROPERTIES, INC.
PROFIT SHARING AND SAVINGS PLAN AND TRUST
/s/ John L. Ernst
John L. Ernst, Trustee
BLOOMINGDALE PROPERTIES, INC.
MONEY PURCHASE PLAN AND TRUST
/s/ John L. Ernst
John L. Ernst, Trustee
