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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
Uno Restaurant Corporation
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities
914900-10-5
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(CUSIP Number)
Aaron D. Spencer, 100 Charles Park Road,
West Roxbury, Massachusetts, 02132
(617) 323-9200
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
September 8, 1999
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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-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.
*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
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CUSIP NO. 914900-10-5 PAGE 2 OF 8 PAGES
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- ---------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Uno Associates
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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*
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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 OR ORGANIZATION
Massachusetts
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7 SOLE VOTING POWER
1,692,707
NUMBER OF
---------------------------------------------------------
---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
---------------------------------------------------------
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,692,707
PERSON
---------------------------------------------------------
---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,692,707
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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)
16.6%
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14 TYPE OR REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
Page 2 of 8
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SCHEDULE 13D
- ---------------------------------------------- -----------------------------
CUSIP NO. 914900-10-5 PAGE 3 OF 8 PAGES
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- ---------------------------------------------- -----------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Aaron D. Spencer
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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*
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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 OR ORGANIZATION
United States
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7 SOLE VOTING POWER
6,175,559
NUMBER OF
------------------------------------------------------------
------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
------------------------------------------------------------
------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 6,175,559
PERSON
------------------------------------------------------------
------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,175,559
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.3%
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14 TYPE OR REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
Page 3 of 8
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ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the shares of Common Stock, $.01 par value
("Common Stock"), of Uno Restaurant Corporation, a Massachusetts corporation
(the "Issuer"), whose principal executive offices are located at 100 Charles
Park Road, West Roxbury, Massachusetts 02132.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is filed jointly by (a) Uno Associates ("Uno Associates")
and (b) Aaron D. Spencer (the "Reporting Persons").
Uno Associates is a general partnership owned 80% by Aaron D. Spencer and
10% each by his two adult children, Lisa Spencer Cohen and Mark Spencer. Aaron
D. Spencer is deemed to be the beneficial owner of all of the shares held by Uno
Associates, although Lisa Spencer Cohen and Mark Spencer, as partners in Uno
Associates have a beneficial interest in any dividends from, or the proceeds
from the sale of, such shares.
Mr. Aaron D. Spencer, a U.S. citizen, is Chairman of Uno Restaurant
Corporation which is located at 100 Charles Park Road, West Roxbury,
Massachusetts 02132.
Mr. Mark Spencer, a U.S. citizen, is a professional photographer, residing
at 13 Sunset Rock Road, Andover, Massachusetts 01810. Ms. Lisa Spencer Cohen, a
U.S. citizen, is a homemaker, residing at 33 Reservoir Drive, Chestnut Hill,
Massachusetts 02167.
During the past five years, none of the persons described in this Item 2
have been convicted in a criminal proceeding. None of such persons is, and
during the past five years none has been, 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.
The Reporting Persons are founders of the Issuer and the bulk of their
Common Stock was acquired in connection therewith, as previously reported on
Schedule 13G, as amended, of the Reporting Persons. In addition, as previously
reported on Schedule 13D, on August 15, 1996, Aaron D. Spencer, in his
individual capacity, purchased 800,000 shares of Common Stock (approximately 6%
of the total outstanding shares of Issuer's Common Stock at the time) for an
aggregate purchase price of $4,800,000. On July 11, 1999, the Cheryl Spencer
Memorial Foundation sold 10,000 shares of Common Stock to meet certain
charitable obligations; Mr. Spencer is a trustee of the Cheryl Spencer Memorial
Foundation and is the beneficial owner of the shares of Common Stock held by the
Foundation. On August 16, 1999, Mr. Spencer exercised options for 37,500 shares
of Common Stock granted under the Uno Restaurant Corporation 1987 Employee Stock
Option Plan. Further, on August 30, 1999, Uno Associates distributed an
aggregate of 2,000,000 shares of Common Stock, on a pro-rata basis, to its three
partners: 1,600,000 shares to Mr. Spencer, 200,000 shares to Mr. Mark Spencer
and 200,000 shares to Ms. Lisa Spencer Cohen. Finally, on September 8, 1999, Mr.
Spencer purchased from Mr. Mark Spencer and Ms. Lisa Spencer Cohen a total of
400,000 shares of Common Stock, at a purchase price equal to the price per share
that Mr. Spencer receives, net of underwriting discounts and commissions, if
any, in connection with the Issuer's proposed public offering of Common Stock,
for which the Issuer filed with the Securities and Exchange Commission a
registration statement on Form S-2 (Reg. No. 333-86765) on September 9, 1999
(the "Registration Statement").
Page 4 of 8
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ITEM 4. PURPOSE OF TRANSACTION.
The Common Stock was acquired by Aaron D. Spencer pursuant to the exercise
of options, a distribution by Uno Associates of an aggregate of 2,000,000 shares
of Common Stock and the purchase of and aggregate of 400,000 shares of Common
Stock from Mr. Mark Spencer and Ms. Lisa Spencer Cohen, as described in Item 3,
above. Mr. Spencer and the Cheryl Spencer Memorial Foundation intend to sell
shares of Common Stock, as selling stockholders, pursuant to the Registration
Statement. Except as described in this Item 4, the Reporting Persons have no
current plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the Issuer,
or the disposition of securitie of the Issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries;
(d) Any change in the present board of directors or management of the Issuer,
including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of
the Issuer;
(f) Any other material change in the Issuer's business or corporate structure;
(g) Changes in the Issuer's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Page 5 of 8
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
<TABLE>
<CAPTION>
(a) and (b). The following is the amount of Common Stock that is
beneficially owned by each Reporting Person:
Name Aggregate # of Shares Percentage of Class
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<S> <C> <C>
Uno Associates 1,692,707 16.6%
Aaron D. Spencer 6,175,559 60.3%
</TABLE>
Aaron D. Spencer deems all of the above-mentioned 6,175,559 shares of
Common Stock to be beneficially owned by him. Of said shares, (i) 915 shares are
held in account under an employee stock ownership plan, (ii) 164,562 shares are
held by a charitable foundation of which Aaron D. Spencer is a trustee, (iii)
1,692,707 shares are held by Uno Associates and (iv) 21,500 shares are subject
to currently exercisable options.
The Reporting Persons own in the aggregate approximately 60.3% of the
outstanding shares of Common Stock.
(c) As described in Item 3 above, on July 11, 1999, the Cheryl Spencer
Memorial Foundation sold 10,000 shares of Common Stock to meet certain
charitable obligations; Mr. Spencer is a trustee of the Cheryl Spencer Memorial
Foundation and is the beneficial owner of the shares of Common Stock held by the
Foundation. On August 16, 1999, Mr. Spencer exercised options for 37,500 shares
of Common Stock granted under the Uno Restaurant Corporation 1987 Employee Stock
Option Plan. Further, on August 30, 1999, Uno Associates distributed an
aggregate of 2,000,000 shares of Common Stock, on a pro-rata basis, to its three
partners: 1,600,000 shares to Aaron D. Spencer, 200,000 shares to Mr. Mark
Spencer and 200,000 shares to Ms. Lisa Spencer Cohen. Finally, on September 8,
1999, Mr. Spencer purchased from Mr. Mark Spencer and Ms. Lisa Spencer Cohen a
total of 400,000 shares of Common Stock, at a purchase price equal to the price
per share that Mr. Spencer receives, net of underwriting discounts and
commissions, if any, in connection with the Issuer's proposed public offering of
Common Stock, in connection with which the Issuer has filed with the Securities
and Exchange Commission the Registration Statement described in Item 3, above.
(d) See Item 2.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except to the extent described in Items 2 and 5, none of the persons
identified in Item 2 is a party to any contract, arrangement, understanding or
relationship with respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A. Joint Statement.
Page 6 of 8
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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.
September 10, 1999
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(Date)
/s/ Aaron D. Spencer
--------------------------------
Aaron D. Spencer
UNO ASSOCIATES
By: /s/ Aaron D. Spencer
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Aaron D. Spencer,
a general partner
Page 7 of 8
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EXHIBIT 1
AGREEMENT PURSUANT TO RULE 13d-1(f)(1)(iii)
Pursuant to Rule 13d-1(f)(1)(iii), the undersigned Aaron D. Spencer and Uno
Associates, do hereby agree that the Schedule 13D to which this Agreement is
attached as an exhibit shall be deemed filed on behalf of each of Aaron D.
Spencer and Uno Associates.
Dated: September 10, 1999 /s/ Aaron D. Spencer
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Aaron D. Spencer
UNO ASSOCIATES
Dated: September 10, 1999 By: /s/ Aaron D. Spencer
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Aaron D. Spencer, Partner
Page 8 of 8
