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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
Main Street and Main Incorporated
---------------------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
560345 30 8
------------------------
(CUSIP Number)
John F. Antioco, c/o Main Street and Main Incorporated, 5050 N. 40th Street,
Suite 200, Phoenix, Arizona 85018 (602) 852-9000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
August 5, 1996
------------------------
(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).
SEC 1746 (12-91)
<PAGE>
SCHEDULE 13D
CUSIP NO. 560345 30 8 Page 2 of 6 Pages
------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John F. Antioco
###-##-####
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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
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
871,500
NUMBER OF -------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH -------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 871,500
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
871,500
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1%
- --------------------------------------------------------------------------------
14 TYPE OF 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>
CUSIP NO. 560345 30 8 Page 3 of 6 Pages
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Item 1. Security and Issuer
This statement relates to shares of common stock (the "Common Stock")
of Main Street and Main Incorporated, a Delaware corporation, with principal
executive offices located at 5050 North 40th Street, Suite 200, Phoenix, Arizona
85018.
Item 2. Identity and Background
The following information is provided with respect to the person filing
this statement.
(a) Name: John F. Antioco
(b) Business address: 5050 North 40th Street, Suite 200, Phoenix,
Arizona 85018
(c) Principal Occupation; Address where such employment is conducted:
President and Chief Executive Officer of Taco Bell Corp., 17901
von Karman, Irvine, Califonria 92614.
(d) During the last five years the reporting person has not been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During the last five years, the reporting person was not a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction as the result of which the reporting
person was or is subject to a judgment, decree or final judgment
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) The reporting person is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration
Prior to August 5, 1996, the reporting person used personal funds
totalling approximately $500,338 to acquire an aggregate of 154,000 shares of
Common Stock. In addition, on January 8, 1996 and May 22, 1996, the issuer
granted to the reporting person options to acquire 15,000 and 2,500 shares of
Common Stock, respectively, pursuant to the terms of the issuer's 1995 Stock
Option Plan. As of August 5, 1996, the reporting person used $1,000,000 of
personal funds to acquire 500,000 shares of Common Stock pursuant to the terms
of the employment agreement between the issuer and the reporting person, as
described in Item 4(a) below. In addition, pursuant to the terms of the
employment agreement the issuer granted the reporting person options to acquire
an aggregate of 800,000 shares of Common Stock. See Item 4(a), below.
Item 4. Purpose of Transaction
(a) The issuer and the reporting person entered into an employment
agreement dated as of August 5, 1996 (the "Employment
Agreement"), pursuant to which the issuer employed the reporting
person as its Chairman of the Board. Pursuant to the terms of the
Employment Agreement, the issuer sold 500,000 shares of Common
Stock to the reporting person at the price of $2.00 per share,
the fair market value of the Common Stock on the date of the
Employment Agreement. In addition, pursuant to the terms of the
Employment Agreement the issuer granted the reporting person
options to acquire an aggregate of 800,000 shares of Common
Stock. The options vest and become exercisable on the dates and
at the exercise prices set forth below:
<PAGE>
CUSIP NO. 560345 30 8 Page 4 of 6 Pages
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Vesting Date Number of Shares Exercise Price
------------ ---------------- --------------
August 5, 1996 200,000 $2.00
August 5, 1997 200,000 $2.00
August 5, 1998 200,000 $3.00
August 5, 1999 200,000 $5.00
The sole purpose of all of the acquisitions by the reporting person as
described herein was and is for investment.
(b) and (c) Not applicable.
(d) See Item 4(a) above.
(e) through (j) Not applicable.
Item 5. Interest in Securities of the Issuer
(a) The aggregate number of shares of Common Stock beneficially owned
by the reporting person as of August 5, 1996 is 871,500 shares,
which represents approximately 10.1% of the total Common Stock
outstanding. This number includes an aggregate of 217,500 shares
of Common Stock issuable upon exercise of currently exercisable
options, but does not include 600,000 shares issuable upon
exercise of options that are not exercisable within 60 days of
the date of this Schedule 13D.
(b) The reporting person has sole voting and dispositive power over
the 871,500 shares of Common Stock beneficially owned. This
number includes currently exercisable options to acquire an
aggregate of 217,500 shares of Common Stock but does not include
options to acquire an additional 600,000 shares of Common Stock
that are not exercisable within 60 days of this Schedule 13-D.
(c) The reporting person effected the following transactions within
60 days of August 5, 1996:
Date Type of Transaction Number of Shares Price Per Share
---- ------------------- ---------------- ---------------
June 13, 1996 Purchase 20,000 $3.13
June 18, 1996 Purchase 10,000 $3.13
July 25, 1996 Purchase 10,000 $2.13
July 31, 1996 Purchase 10,000 $2.27
All of the transactions described above were effected through open
market purchases.
(d) Not applicable.
(e) Not applicable.
<PAGE>
CUSIP NO. 560345 30 8 Page 5 of 6 Pages
------------
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
The reporting person has no contracts, arrangements, understandings, or
relationships (legal or otherwise) with any other person with respect to any
securities of the issuer.
Item 7. Material to be Filed as Exhibits
No exhibits are filed with this report.
<PAGE>
CUSIP NO. 560345 30 8 Page 6 of 6 Pages
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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.
Date: November 4, 1996 /s/ John F. Antioco
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John F. Antioco
