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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. 2)*
Main Street and Main Incorporated
---------------------------------
(Name of Issuer)
Common Stock
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(Title of Class of Securities)
560345 30 8
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(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)
January 8, 1997
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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).
<PAGE>
SCHEDULE 13D
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CUSIP NO. 560345 30 8 Page 2 of 4 Pages
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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
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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
================================================================================
7 SOLE VOTING POWER
1,175,000
NUMBER OF -------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH -------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 1,175,000
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
================================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,175,000
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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)
11.54%
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14 TYPE OF REPORTING PERSON*
IN
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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>
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CUSIP NO. 560345 30 8 Page 3 of 4 Pages
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Item 1. Security and Issuer
This Amendment No. 2 to Schedule 13D amends and supplements the
Schedule 13D relating to the event date of August 5, 1996, as filed by John F.
Antioco relating 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 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended to add the following:
On January 8, 1997, the reporting person used personal funds totalling
$500,000 to acquire an aggregate of 250,000 shares of Common Stock, in a private
transaction with the Company.
Item 4. Purpose of Transaction
Item 4(a) for the Schedule 13D is hereby amended to add the following:
(a) The sole purpose of the acquisition by the reporting person on
January 8, 1997, as described herein, was and is for
investment.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended in its entirety to read as
follows:
(a) The aggregate number of shares of Common Stock beneficially
owned by the reporting person as of January 8, 1997 is
1,175,000 shares, which represents approximately 11.54% 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
Amendment No. 2 to Schedule 13D.
(b) The reporting person has sole voting and dispositive power
over the 1,175,000 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
Amendment No. 2 to Schedule 13-D.
(c) The reporting person effected the following transactions
within 60 days of January 8, 1997:
<TABLE>
<CAPTION>
Date Type of Transaction Number of Shares Price Per Share
---- ------------------- ---------------- ---------------
<S> <C> <C> <C> <C>
November 15, 1996 Purchase 28,000 $1.75
November 18, 1996 Purchase 11,000 $1.75
November 19, 1996 Purchase 14,500 $1.75
</TABLE>
<PAGE>
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CUSIP NO. 560345 30 8 Page 4 of 4 Pages
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All of the transactions described above were effected through open
market purchases.
(d) Not applicable.
(e) Not applicable.
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: February 12, 1997 /s/John F. Antioco
---------------------------
John F. Antioco
