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SECURITIES AND EXCHANGE COMMISSION -------------------------------
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SCHEDULE 13D
(Rule 13d-101)
Information to be included in statements filed pursuant to Rule 13d-1(a)
and Amendments thereto filed pursuant to Rule 13d-2(a)
(Amendment No. 3)/1/
GOOD TIMES RESTAURANTS INC.
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(Name of Issuer)
COMMON STOCK, $0.001 par value
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(Title of Class of Securities)
0003821401
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(CUSIP Number)
DARREN R. HENSLEY, ESQ., JACOBS CHASE FRICK KLEINKOPF & KELLEY LLC
1050 SEVENTEETH STREET, STE. 1500, DENVER, COLORADO 80265 (303) 685-4800
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 16, 1998
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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 Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box[_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
/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 ("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. 0003821401 Page 2 of 11 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (Entities Only)
THE BAILEY COMPANY, L.P., IRS # 84-0584467
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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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
COLORADO
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7 SOLE VOTING POWER
NUMBER OF -0-
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 571,512
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
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WITH 10 SHARED DISPOSITIVE POWER
571,512
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
571,512
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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)
30.6%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
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CUSIP No. 0003821401 Page 3 of 11 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
THE ERIE COUNTY INVESTMENT CO., IRS #34-4227790
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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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
OHIO
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7 SOLE VOTING POWER
NUMBER OF -0-
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 613,292
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
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WITH 10 SHARED DISPOSITIVE POWER
586,192
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
613,292
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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)
32.9%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
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CUSIP No. 0003821401 Page 4 of 11 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
PAUL T. BAILEY
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(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
UNITED STATES
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7 SOLE VOTING POWER
NUMBER OF 22,000
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 613,292
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 22,000
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WITH 10 SHARED DISPOSITIVE POWER
586,192
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
635,292
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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)
34.1%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Amendment No. 3
to Schedule 13D
This amended statement relates to the shares of Common Stock, $0.001 par
value ("Common Stock"), of Good Times Restaurants Inc., a Nevada corporation
(the "Company"). Items 3, 4, 5, 6 and 7 of a Statement on Schedule 13D
previously filed by The Erie County Investment Co., an Ohio corporation
("Erie"), The Bailey Company, a Colorado limited partnership ("Bailey"), and Mr.
Paul T. Bailey, an individual ("Mr. Bailey"), are amended as set forth below.
Item 3. Source and Amount of Funds or Other Consideration.
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No change except for the addition of the following:
On January 25, 1999, Bailey received 10,684 shares of Common Stock (the
"Dividend Shares") owed as dividends to Bailey as a prior holder of the
Company's Series A Convertible Preferred Stock, $0.01 par value, under the
provisions set forth in the Certificate of Amendment of Articles of
Incorporation of the Company previously filed as Exhibit 4.1 to this Statement
on Schedule 13D and incorporated herein by reference in its entirety. For
purposes of payment of the dividend, the Dividend Shares were valued at $2.34
per share.
Pursuant to the terms of the Letter Agreement (as defined in Item 4 below),
on March 31, 1999, Bailey or its affiliates will purchase 100,000 shares of
Common Stock (the "Letter Stock") from the Company at a purchase price of $3.00
per share for an aggregate purchase price of $300,000 (the "Purchase Price").
The Purchase Price will be funded out of Bailey's working capital.
Item 4. Purpose of Transaction.
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No change except for the addition of the following:
The Company and Bailey have entered into a letter agreement (the "Letter
Agreement") pursuant to which on March 31, 1999, Bailey or its affiliates shall
purchase the Letter Stock from the Company for the Purchase Price. In addition,
the Letter Agreement provides that on June 30, 1999, or such earlier date as
Bailey obtains a loan the proceeds of which are to be used for the purchase of
shares of Common Stock, Bailey or its affiliates shall purchase 250,000 shares
of Common Stock (the "June Stock") from the Company at a purchase price of $3.00
per share for an aggregate purchase price of $750,000. At the closing of the
purchase of the June Stock, the Company shall issue to Bailey or its affiliates
a warrant (the "Warrant") to purchase up to 25,000 shares of Common Stock (the
"Warrant Stock") at an exercise price of $4.00 per share. The Warrant will
expire upon the earlier to occur of (i) March 31, 2004, or (ii) the acquisition
of substantially all of the assets or capital stock of the Company (the
"Acquisition"); provided, however, that the Company shall provide the holder of
the Warrant thirty days prior written notice of an Acquisition and such holder
shall have the right to exercise the Warrant prior to the
Page 5 of 11 Pages
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Acquisition. The Warrant shall contain customary terms and conditions, including
antidilution provisions. Notwithstanding the foregoing, Bailey or its affiliates
shall not be required to purchase the June Stock if a substantial adverse change
has occurred in the business, financial condition or future prospects of the
Company. Bailey shall not sell the Letter Stock or the June Stock prior to
June 30, 2001 other than pursuant to a transaction (i) not involving a public
trading market for the Common Stock, or (ii) involving the acquisition of
substantially all of the capital stock of the Company. The Letter Agreement is
attached hereto as Exhibit 10.6 and is incorporated herein by reference in its
entirety, and the foregoing summary of the terms thereof are qualified by
reference to the actual Letter Agreement.
The Registration Rights Agreement previously filed as Exhibit 4 to this
Statement on Schedule 13D and incorporated herein by reference in its entirety
is amended by the Letter Agreement to provide the registration rights thereunder
to Bailey and its affiliates with respect to the Letter Stock, the June Stock
and the Warrant Stock.
Other than the transactions set forth herein, none of Bailey, Erie or Mr.
Bailey has any plans or proposals that would result in any of the consequences
listed in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
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No change except for the restatement of (a) and (b) and the addition to (c)
as follows:
(a) Bailey owns 571,512 shares of Common Stock, which represent
approximately 30.6% of the outstanding Common Stock (based on the number of
shares of Common Stock outstanding as of December 31, 1998 as reported by the
Company in its Quarterly Report on Form 10-QSB for the quarter ended December
31, 1998 and the issuance of the Dividend Shares and the Letter Stock (the
"Outstanding Shares")). Erie and Mr. Bailey own 41,780 shares and 22,000 shares
of Common Stock, respectively, which represent approximately 2.2% and 1.2%,
respectively, of the Outstanding Shares. Erie and Mr. Bailey may be deemed to
beneficially own the 571,512 shares of Common Stock held by Bailey and Mr.
Bailey may be deemed to beneficially own the 41,780 shares of Common Stock held
by Erie. Erie and Mr. Bailey disclaim beneficial ownership of any shares of
Common Stock held by Bailey and Mr. Bailey disclaims beneficial ownership of any
shares of Common stock held by Erie.
(b) Bailey, Erie and Mr. Bailey may be deemed to share voting and
dispositive power over the 571,512 shares of Common stock held directly by
Bailey. Erie and Mr. Bailey may be deemed to share voting and dispositive power
over 14,680 shares of Common Stock held directly by Erie and voting power over
27,100 shares of Common Stock sold by Erie to its employees. Mr. Bailey has sole
voting and dispositive power over the 22,000 shares of Common Stock held by Mr.
Bailey.
(c) Other than the issuance of the Dividend Shares to Bailey as set forth
in Item 3 above and incorporated herein by reference in its entirety, in the
past 60 days, none of Bailey, Erie or
Page 6 of 11 Pages
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Mr. Bailey has effected any transaction in the Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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No change except for the addition of the following:
The description of the Letter Agreement in Item 4 above is incorporated
herein by reference in its entirety.
Item 7. Material to be Filed as Exhibits.
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No change except for the addition of the following:
Exhibit 10.6 Letter Agreement dated March 12, 1999 and executed on
March 16, 1999 by and between the Company and Bailey
Page 7 of 11 Pages
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CUSIP No. 0003821401 Page 8 of 11 Pages
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SIGNATURE
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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.
March 24, 1999
____________________________________
(Date)
THE BAILEY COMPANY, a Colorado limited partnership
By: THE ERIE COUNTY INVESTMENT CO., an Ohio
corporation, its general partner
By: /s/ William D. Whitehurst
________________________________________
William D. Whitehurst, Vice-President
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.
March 24, 1999
________________________________________________
(Date)
THE ERIE COUNTY INVESTMENT CO., an Ohio
corporation
By: /s/ William D. Whitehurst
______________________________________
William D. Whitehurst, Vice-President
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.
March 24, 1999
________________________________________________
(Date)
By: /s/ Paul T. Bailey
______________________________________
Paul T. Bailey
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EXHIBIT 10.6
[GOOD TIMES DRIVE THRU BURGERS LOGO APPEARS HERE]
March 12, 1999
The Bailey Company, LLLP
601 Corporate Circle
Golden, CO 80401
Attention: Mr. William D. Whitehurst
Chief Financial Officer and Vice President
Gentlemen:
This letter will set forth the agreement between Good Times
Restaurants Inc. ("Good Times") and The Bailey Company, LLLP with respect to the
purchase by The Bailey Company, LLLP and persons or entities controlling,
controlled by or under common control with it, all of which are together
hereinafter referred to as "Bailey", of shares of Good Times common stock (the
"Stock").
1. On March 31, 1999, (the "First Closing") Bailey shall purchase
from Good Times 100,000 shares of Stock at a purchase price of $3.00 per share
for an aggregate purchase price of $300,000. On June 30, 1999, or upon such
earlier date as Bailey obtains a loan intended to be utilized in part for the
purchase of the Stock (the "Second Closing") Bailey shall purchase from Good
Times 250,000 shares of Stock at a purchase price of $3.00 per share for an
aggregate purchase price of $750,000. At each Closing, Bailey shall pay the
purchase price to Good Times in cash and Good Times shall issue a certificate
for the Stock to such entity or entities as designated by Bailey.
Notwithstanding the foregoing, Bailey shall not be required to purchase the
Stock at the Second Closing if prior thereto there has been a substantial
adverse change in the business, financial condition or future prospects of Good
Times involving, for example, a disease caused by Good Times' food products,
commencement of a bankruptcy proceeding or comparable catastrophic occurrence.
2. At the Second Closing, Good Times shall issue to Bailey a warrant
entitling Bailey to purchase at any time or times on or before March 31, 2004,
up to 25,000 shares of common stock of Good Times at a purchase price of $4.00
per
Page 9 of 11 Pages
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Mr. William D. Whitehurst
March 12, 1999
Page 2
share (the "Warrant"). Notwithstanding the foregoing, (i) the Warrant shall
terminate prior to March 31, 2004, upon any acquisition of substantially all of
the assets or capital stock of Good Times (an "Acquisition"); (ii) Bailey shall
receive thirty days prior written notice of an Acquisition; and (iii) Bailey
shall have the right to exercise the Warrant prior to the closing of an
Acquisition. Upon each exercise of the Warrant, Bailey shall pay the Warrant
exercise price to Good Times in cash and Good Times shall issue a certificate
for the purchased common stock of Good Times to such entity or entities as
designated by Bailey. The Warrant shall contain customary anti-dilution
provisions with respect to any change in the capital structure of Good Times as
a result of a subdivision, combination, reorganization or reclassification of
the common stock of Good Times or as a result of a dividend paid in common stock
of Good Times. The Warrant shall contain such other terms and conditions as are
customary and as are approved by Bailey, with such approval not to be
unreasonably withheld.
3. Bailey understands that the Stock will not have been registered
under the Securities Act of 1933, as amended (the "Act"), pursuant to an
exemption thereunder; that the Stock must be held indefinitely unless a
subsequent disposition thereof is so registered or is exempt from such
registration; that certificates representing the Stock shall be endorsed with an
appropriate legend with respect to the foregoing; and that the Stock shall
constitute restricted stock under Rule 144 of the Act. The Stock shall be
deemed to constitute additional shares of "Restricted Stock" under the May 31,
1996 Registration Rights Agreement between Good Times and Bailey and shall be
entitled to the registration rights afforded Restricted Stock under Section 5 of
the Registration Rights Agreement. Notwithstanding anything to the contrary
contained in the foregoing, the Stock shall not be sold prior to June 30, 2001
except pursuant to a transaction not involving a public trading market of Good
Times or a transaction involving the acquisition of substantially all of the
capital stock of Good Times.
4. Any disagreement between Good Times and Bailey under this letter
agreement or with respect to the Stock shall be resolved by arbitration in
accordance with the Colorado Uniform Arbitration Act in Denver, Colorado.
5. Good Times and Bailey shall from time to time execute any
additional documents as may reasonably be required to carry out the intention
and provisions of this letter agreement.
6. The terms and conditions of this letter agreement shall bind and
inure to the benefit of Good Times and Bailey and their respective successors
and assigns.
Page 10 of 11 Pages
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Mr. William D. Whitehurst
March 12, 1999
Page 3
7. Good Times and Bailey acknowledge that the provisions of this
letter agreement have been unanimously approved by the Board of Directors of
Good Times at a meeting in which Directors representing Bailey did not
participate, and have been approved by the Board of Directors of The Erie County
Investment Co., the general partner of Bailey.
If this letter correctly sets forth our agreement, please sign and
return the attached copy hereof.
Very truly yours,
GOOD TIMES RESTAURANTS INC.
By /s/ Boyd E. Hoback
-------------------------
President
Agreed to this 16th day of March, 1999
THE BAILEY COMPANY, LLLP
By: The Erie County Investment Co.
Its.: General Partner
By: /s/ David E. Bailey
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David E. Bailey, President
Page 11 of 11 Pages
