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UNITED STATES
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.3)*
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 North 40th Street, Suite 200, Phoenix, Arizona 85018 (602) 852-9000
------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 14, 1997 through April 12, 2000
-------------------------------------------------------
(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 10 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
- --------------------- -------------------
CUSIP NO. 560345 30 8 Page 2 of 10 Pages
- --------------------- -------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John F. Antioco
--------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
--------------------------------------------------------------------------
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 CITZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------
7 SOLE VOTING POWER
2,663,100
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,663,100
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,663,100
--------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.5%
--------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
- --------------------- -------------------
CUSIP NO. 560345 30 8 Page 3 of 10 Pages
- --------------------- -------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Antioco Management LLC, an Arizona limited liability company
--------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
--------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------
6 CITZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------
7 SOLE VOTING POWER
1,000,000
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,000,000
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
--------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
--------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
--------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
- --------------------- -------------------
CUSIP NO. 560345 30 8 Page 4 of 10 Pages
- --------------------- -------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Antioco Limited Partnership, an Arizona limited partnership
--------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
--------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------
6 CITZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------
7 SOLE VOTING POWER
1,000,000
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,000,000
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
--------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
--------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
P
--------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
- --------------------- ------------------
CUSIP NO. 560345 30 8 Page 5 of 10 Pages
- --------------------- ------------------
ITEM 1. SECURITY AND ISSUER
This Amendment No. 3 to Schedule 13D amends and supplements the Schedule
13D of August 5, 1996, as amended on December 3, 1996 and February 19, 1997, as
filed by John F. Antioco relating 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
Item 2 of the Schedule 13D is hereby amended in its entirety to read as
follows:
(a) Name: This Schedule 13D is jointly filed pursuant to Rule 13d-1(k) by
John F. Antioco ("Antioco"), The Antioco Management LLC, an Arizona
limited liability company (the "LLC"), and Antioco Limited
Partnership, an Arizona limited partnership (the "Partnership").
Antioco, the LLC, and the Partnership are sometimes referred to
together as the "Reporting Persons."
(b) Business address: The business address of Antioco is 1201 Elm Street,
Dallas, Texas 75270. The business address of the LLC and the
Partnership is 10592 N. 106th Place, Scottsdale, Arizona 85258.
(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:
Antioco is the Chairman of the Board, President, and Chief
Executive Officer of Blockbuster Inc., 1201 Elm Street, Dallas,
Texas 75270. Blockbuster Inc. is the world's leading retailer of
rentable home videocassettes, DVDs, and video games. Antioco also
is the Chairman of the Board of the Issuer, which is a franchisee
and owner of restaurants.
The LLC and the Partnership were organized by Antioco solely for
estate planning purposes.
(d) During the last five years, none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, none of the Reporting Persons was a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction as the result of which such 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: Antioco is a citizen of the United States. The LLC is a
limited liability company organized under the laws of the state of
Arizona. The Partnership is a limited partnership organized under the
laws of the state of Arizona.
<PAGE>
13D
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CUSIP NO. 560345 30 8 Page 6 of 10 Pages
- --------------------- ------------------
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Schedule 13D is hereby amended to add the following:
Between January 9, 1997 and April 12, 2000, Antioco used personal funds
totaling $4,196,490 to purchase an aggregate of 1,288,100 shares of Common Stock
in the open market. On July 14, 1997, Antioco surrendered options to acquire
200,000 shares of Common Stock and the Issuer regranted such options to other
executive officers. On June 15, 1998, Antioco surrendered options to acquire
200,000 shares of Common Stock and the Issuer regranted such options to other
executive officers.
In February 1999, Antioco transferred 1,000,000 shares of Common Stock to
the Partnership solely for estate planning purposes.
ITEM 4. PURPOSE OF TRANSACTION
Item 4(a) of the Schedule 13D is hereby amended to add the following.
The sole purpose of the acquisitions by Antioco from January 9, 1997
through April 12, 2000, as described herein, was and is for investment. As
stated above, Antioco is the Chairman of the Board of the Issuer.
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
Antioco as of April 12, 2000 is 2,663,100 shares, which represents
25.5% of the total Common Stock outstanding. This number includes (1)
1,245,600 shares of Common Stock, (2) an aggregate of 417,500 shares
of Common Stock issuable upon exercise of currently exercisable
options held by Antioco, and (3) 1,000,000 shares of Common Stock held
by the Partnership. Antioco is the sole managing member of the LLC,
which is the sole general partner of the Partnership. A trust for the
benefit of the descendants of Mr. Antioco and his spouse is the sole
limited partner of the partnership. As managing member of the LLC,
Antioco has sole power to vote and sole power to dispose of the shares
of Common Stock held by the Partnership. Antioco therefore is deemed
to have beneficial ownership of the shares of Common Stock held by the
Partnership. Antioco disclaims beneficial ownership of the shares of
Common Stock held by the Partnership, except to the extent that his
individual interest in such shares arises from his interest in the
Partnership, and this report shall not be deemed to be an admission
that Antioco is the beneficial owner of shares held by the Partnership
for purposes of Section 13 or for any other purpose.
As general partner of the Partnership, the LLC beneficially owns
1,000,000 shares of Common Stock as of April 12, 2000, which
represents 9.9% of the total Common Stock outstanding.
<PAGE>
13D
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CUSIP NO. 560345 30 8 Page 7 of 10 Pages
- --------------------- ------------------
The Partnership beneficially owns 1,000,000 shares of Common Stock as
of April 12, 2000, which represents 9.9% of the total Common Stock
outstanding.
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 Antioco
had the right to acquire within 60 days of April 12, 2000 upon
exercise of options are deemed to be outstanding for the purpose of
computing the percentage of the shares of Common Stock owned by
Antioco.
(b) The following information applies to Antioco, the LLC, and the
Partnership:
<TABLE>
<CAPTION>
Aggregate
Beneficially Owned Voting Power Dispositive Power
---------------------- --------------------- ---------------------
Number Percent Sole Shared Sole Shared
------------ ------- ------------ ------ ------------ ------
<S> <C> <C> <C> <C> <C> <C>
Antioco 2,663,100(1) 25.5% 2,663,100(1) 0 2,663,100(1) 0
LLC 1,000,000 9.9% 1,000,000 0 1,000,000 0
Partnership 1,000,000 9.9% 1,000,000 0 1,000,000 0
</TABLE>
- ----------
(1) Represents (a) 1,245,600 shares of Common Stock, (b) 417,500 shares
issuable upon exercise of options, and (c) 1,000,000 shares held by the
Partnership.
(c) Antioco effected the following open market transactions in the Common
Stock within 60 days of April 12, 2000.
Date Type of Transaction Number of Shares Price Per Share
---- ------------------- ---------------- ---------------
March 10, 2000 Purchase 50,000 $3.375
March 13, 2000 Purchase 30,000 $3.375
March 14, 2000 Purchase 15,000 $3.375
March 15, 2000 Purchase 55,000 $3.375
March 16, 2000 Purchase 5,000 $3.375
March 17, 2000 Purchase 20,000 $3.375
March 21, 2000 Purchase 100,000 $3.1875
March 23, 2000 Purchase 25,000 $3.1875
Neither the LLC nor the Partnership effected any transactions in the
Common Stock within 60 days of April 12, 2000.
(d) The sole limited partner of the Partnership is the J&L Antioco
Irrevocable Trust (the "Trust"). The beneficiaries of the Trust are
any one or more of the descendants of Antioco and his spouse. As a
result, such persons may have the right to receive the proceeds of
dividends received by the Partnership or proceeds from the sale of
shares of Common Stock held by the Partnership.
(e) Not applicable.
<PAGE>
13D
- --------------------- ------------------
CUSIP NO. 560345 30 8 Page 8 of 10 Pages
- --------------------- ------------------
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 7(1) Joint Filing Agreement dated April 12, 2000, between
John F. Antioco, The Antioco Management LLC, and Antioco
Limited Partnership.
<PAGE>
13D
- --------------------- ------------------
CUSIP NO. 560345 30 8 Page 9 of 10 Pages
- --------------------- ------------------
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 12, 2000 /s/ John F. Antioco
- -------------- -----------------------------------------------
(Date) John F. Antioco
April 12, 2000 The Antioco Management LLC
- --------------
(Date)
/s/ John F. Antioco
-----------------------------------------------
By: John F. Antioco
Its: Managing Member
April 12, 2000 Antioco Limited Partnership
- -------------- By: The Antioco Management LLC, General Partner
(Date)
/s/ John F. Antioco
-----------------------------------------------
By: John F. Antioco
Its: Managing Member
ATTENTION: Intentional misstatements or omissions of fact constitute
Federal criminal violations (sEE 18 U.S.C. 1001).
13D
- --------------------- -------------------
CUSIP NO. 560345 30 8 Page 10 of 10 Pages
- --------------------- -------------------
EXHIBIT 7(1)
JOINT FILING AGREEMENT
John F. Antioco, The Antioco Management LLC, and Antioco Limited
Partnership each hereby agrees that this Amendment No. 3 to Schedule 13D filed
herewith and any amendments thereto relating to the acquisition of shares of
Common Stock and other securities of Main Street and Main Incorporation is filed
jointly on behalf of such person.
Date: April 12, 2000 /s/ John F. Antioco
------------------------------------------------
John F. Antioco
Date: April 12, 2000 The Antioco Management LLC
/s/ John F. Antioco
------------------------------------------------
By: John F. Antioco
Its: Managing Member
Date: April 12, 2000 Antioco Limited Partnership
By: The Antioco Management LLC, General Partner
/s/ John F. Antioco
------------------------------------------------
By: John F. Antioco
Its: Managing Member
