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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NUMBER 2
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Cooker Restaurant Corporation
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(Name of Issuer)
Common Stock, without Par Value
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(Title of Class of Securities)
216284-20-8
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(CUSIP Number)
John W. Titus
Boult, Cummings, Conners & Berry PLC
414 Union Street
Nashville, Tennessee 37219
(615) 252-2341
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 20, 2000
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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, 13d-1(f) or 13d-1(g), check the following
box [ ].
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).
1. Name of reporting person; S.S. or I.R.S. identification no. of above
person.
Robert K. Zelle.
2. Check the appropriate box if a member of a group. *(a) [ ] (b) [ ].
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3. SEC use only.
4. Source of funds. PF.
5. Check box if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e). [ ]
6. Citizenship or place of organization.
United States of America.
7. Number of shares beneficially owned by each reporting person with sole
voting power.
532,744 shares of common stock.
8. Number of shares beneficially owned by each reporting person with shared
voting power.
62,628 shares of common stock.
9. Number of shares beneficially owned by each reporting person with sole
dispositive power.
532,744 shares of common stock.
10. Number of shares beneficially owned by each reporting person with shared
dispositive power.
62,628 shares of common stock.
11. Aggregate amount beneficially owned by each reporting person.
595,372 shares of common stock.
12. Check box if the aggregate amount in row (11) excludes certain shares.*
Not applicable.
13. Percent of class presented by amount in Row (11).
9.9%.
14. Type of reporting person.*
IN.
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Item 1. Security and Issuer
This statement relates to shares of common stock (CUSIP No. 216284-20-8)
of Cooker Restaurant Corporation, an Ohio corporation, with a principal
executive office at 5500 Village Blvd., West Palm Beach, Florida 33407 (the
"Company")
Item 2. Identity and Background
(a) The name of the person filing this statement is Robert K. Zelle.
(b) The business address of Robert K. Zelle is 1209 Chickering
Road, Nashville, Tennessee 37215.
(c) Robert K. Zelle is an individual private investor.
(d) During the past five years, Robert K. Zelle has not been convicted
in any criminal proceeding.
(e) During the past five years, Robert K. Zelle has not been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree, or final order enjoining
future violation of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
(f) Robert K. Zelle resides in Tennessee and is a citizen of the United
States.
Item 3. Source and Amount of Funds or Other Consideration.
Robert K. Zelle has accumulated shares of common stock of Cooker
Restaurant Corporation over a period of several years. Mr. Zelle previously
filed a report on Schedule 13D, dated October 10, 2000, reporting his ownership
of shares of common stock of Cooker Restaurant Corporation as of that date. An
Amendment Number One to Schedule 13D, dated December 6, 2000 was subsequently
filed reporting share ownership through November 27, 2000. Since November 27,
2000 Mr. Zelle has purchased additional shares of common stock amounting to more
than 1% of the outstanding shares, resulting in his filing this Amendment Number
Two to Schedule 13D. Personal funds were used to purchase the shares requiring
the filing of this schedule, and the shares purchased in the transaction
requiring the filing of this schedule were purchased at a price of $1.00 per
share.
Item 4. Purpose of Transaction.
Robert K. Zelle purchased the securities owned by him for investment
purposes only with personal funds.
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Robert K. Zelle may, depending upon then current events, including
without limitation, then current market conditions, the Issuer's results of
operations, and the then current general business climate, decide to increase or
decrease his position in the Issuer.
Robert K. Zelle does not have any present plans or proposals which may
relate or would result in:
(a) The acquisition by any person (other than himself) of additional
securities of the Issuer, or the disposition of securities 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 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 of Directors of the
Issuer;
(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 any actions which may impede the acquisition or control
of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be de-listed 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 Exchange Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) Robert K. Zelle may be deemed to beneficially own an aggregate
of 595,372 shares of common stock representing approximately 9.9% of the total
shares of Cooker Restaurant Corporation.
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(b) Robert K. Zelle has sole voting and dispositive power as to
532,744 shares of common stock and shares voting and dispositive power as to
62,628 shares of common stock with his wife, Anne H. Zelle. Anne H. Zelle shares
the same address as Robert K. Zelle as reported in Item 2 hereof, and during the
past five years Anne H. Zelle has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which resulted in a
judgment, decree or final order enjoining future violation of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(c) Robert K. Zelle acquired beneficial ownership of shares since
the filing of Amendment Number One to his original Schedule 13D through the
purchase of shares on the open market on November 28 and 30 and December 1, 18
and 20, 2000. These purchases were at various prices ranging from $0.918 per
share to $1.04 per share.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of
such securities of the Issuer.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
None.
Item 7. Material to be filed as Exhibits
None.
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.
January 18, 2001 /s/ Robert K Zelle
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Date Signature: ROBERT K. ZELLE
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