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OMB APPROVAL
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OMB Number: 3235-0145
Expires: October 31, 2002
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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.__)*
Main Street and Main Incorporated
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
560345 30 8
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(CUSIP Number)
Bart A. Brown
5050 North 40th Street, Suite 200, Phoenix, Arizona 85018 (602) 852-9000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 6, 1997 through April 12, 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(b)(3) or (4), 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.
(Continued on following pages)
(Page 1 of 5 Pages)
- ----------
(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).
<PAGE>
13D
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CUSIP NO. 560345 30 8 Page 2 of 5 Pages
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1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bart A. Brown
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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 CITZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
1,932,709
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,932,709
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,932,709
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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)
17.5%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
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CUSIP NO. 560345 30 8 Page 3 of 5 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 (the "Issuer"), with
principal executive offices located at 5050 North 40th Street, Suite 200,
Phoenix, Arizona 85018.
ITEM 2. IDENTITY AND BACKGROUND
(a) Name: Bart A. Brown (the "Reporting Person").
(b) Business address: 5050 North 40th Street, Suite 200, Phoenix, Arizona
85018.
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which
such employment is conducted:
The Reporting Person is the President, Chief Executive Officer,
and a director of the Issuer. The Issuer is a franchisee and
owner of restaurants. The address of the Issuer is 5050 North
40th Street, Suite 200, Phoenix, Arizona 85018.
(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 order 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) Citizenship: United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Between November 1, 1996 and April 12, 2000, the Reporting Person used
personal funds totaling $2,572,000 to purchase an aggregate of 932,709 shares of
Common Stock in the open market or in private transactions with the Issuer.
Between December 16, 1996 and December 27, 1999, the Issuer granted the
Reporting Person options to acquire an aggregate of 1,000,000 shares of Common
Stock.
ITEM 4. PURPOSE OF TRANSACTION
The sole purpose of the acquisitions by the Reporting Person as described
herein was and is for investment. As stated above, the Reporting Person is
President, Chief Executive Officer, and a director of the Issuer.
<PAGE>
13D
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CUSIP NO. 560345 30 8 Page 4 of 5 Pages
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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 April 12, 2000 is 1,932,709 shares, which
represents 17.5% of the total Common Stock outstanding. This number
includes 1,000,000 shares of Common Stock issuable upon exercise of
vested stock options. The calculation of the percent of ownership is
based upon 10,029,126 shares of Common Stock outstanding at April 12,
2000. In calculating the percentage of ownership, all shares of Common
Stock that the Reporting Person had the right to acquire within 60
days of April 12, 2000 are deemed to be outstanding for the purpose of
computing the percentage of the shares of Common Stock owned by the
Reporting Person.
(b) The Reporting Person has sole voting and dispositive power over the
1,932,709 shares of Common Stock beneficially owned.
(c) The Reporting Person effected the following open market transactions
in the Common Stock within 60 days of April 12, 2000:
Type of
Date Transaction Number of Shares Price Per Share
---- ----------- ---------------- ---------------
February 24, 2000 Purchase* 167.8342 $3.4375
February 25, 2000 Purchase* 167.8342 $3.4375
March 7, 2000 Purchase 9,100 $3.125
March 8, 2000 Purchase 1,000 $3.125
March 9, 2000 Purchase 15,100 $3.125
March 10, 2000 Purchase 1,000 $3.125
March 10, 2000 Purchase 100 $3.094
March 21, 2000 Purchase 10,000 $3.125
March 23, 2000 Purchase 57,700 $3.125
March 24, 2000 Purchase 6,000 $3.125
* Purchased by 401(k) Plan.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
<PAGE>
13D
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CUSIP NO. 560345 30 8 Page 5 of 5 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.
April 17, 2000
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(Date)
/s/ Bart A. Brown
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(Signature)
Bart A. Brown
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(Name/Title)
ATTENTION: Intentional misstatements or omissions of fact constitute
Federal criminal violations (SEE 18 U.S.C. 1001).
