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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SANTA BARBARA RESTAURANT GROUP, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
801378 10 0
(CUSIP Number)
MICHAEL C. LOWTHER
CHIEF EXECUTIVE OFFICER
AMERICAN NATIONAL FINANCIAL, INC.
1111 EAST KATELLA AVENUE, SUITE 220
ORANGE, CA 92867
TELEPHONE: 714/289-4300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
COPIES TO:
C. CRAIG CARLSON, ESQ.
STRADLING YOCCA CARLSON & RAUTH
660 NEWPORT CENTER DRIVE, SUITE, 1600
NEWPORT BEACH, CA 92660
TELEPHONE: (949) 725-4000
OCTOBER 5, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed 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(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
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SCHEDULE 13D
CUSIP NO. 801378 10 0 PAGE 2 OF 8 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
American National Financial, Inc. 33-0731548
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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
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 1,656,453
PERSON WITH ---------------------------------------------
8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER
1,656,453
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,656,453
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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)
approximately 9.56%
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14 TYPE OF REPORTING PERSON
CO
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ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this Statement on Schedule 13D
(the "Statement") relates is the common stock, par value $.08 per share (the
"Common Stock"), of Santa Barbara Restaurant Group, Inc., a Delaware corporation
(the "Company"). The principal executive offices of the Company are located at
3916 State Street, Santa Barbara, California 93105.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed by American National Financial, Inc., a
California corporation ("ANFI"). The principal executive offices of ANFI are
located at 1111 East Katella Avenue, Suite 220, Orange, California, 92867. ANFI
is engaged in the title insurance industry.
Information regarding the directors and executive officers of ANFI is
set forth on Schedule I attached hereto, which is hereby incorporated by
reference. All of the directors and executive officers of ANFI are citizens of
the United States.
During the last five years, neither ANFI nor, to the last knowledge of
ANFI, any person named in Schedule I attached hereto has been (a) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On October 5, 2000, ANFI acquired 1,656,453 shares of the Company's
Common Stock from CKE Restaurants, Inc., a Delaware corporation ("CKE") for
$1,656,453.
On July 19, 2000, William P. Foley II purchased 16,000 shares of
Company Common Stock for $0.9066 per share, paying cash. On July 20, 2000, Mr.
Foley purchased 5,000 shares of Company Common Stock for $0.9385 per share, and
20,900 shares of Company Common Stock for $0.9377 per share, paying cash. On
July 25, 2000, Mr. Foley purchased 12,700 shares of Company Common Stock for
$0.9379 per share, paying cash. On July 26, 2000, Mr. Foley purchased 20,000
shares of Company Common Stock for $0.9477 per share, paying cash. On July 27,
2000, Mr. Foley purchased 63,500 shares of Company Common Stock for $0.9985 per
share, paying cash.
On August 2, 2000, Mr. Foley purchased 28,200 shares of Company Common
Stock for $1.022 per share, paying cash. On August 3, 2000, Mr. Foley purchased
3,200 shares of Company Common Stock for $1.025 per share, paying cash. On
August 4, 2000, Mr. Foley purchased 42,000 shares of Company Common Stock for
$$1.00 per share, paying cash. On August 7, 2000, Mr. Foley purchased 36,000
shares of Company Common Stock for $0.99 per share and 56,600 shares of Company
Common Stock for $0.989 per share, paying cash. On August 8, 2000, Mr. Foley
purchased 25,000 shares of Company Common Stock for $1.00 per share, paying
cash. On August 18, 2000, Mr. Foley purchased 150,500 shares of Company Common
Stock for $0.916 per share,
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paying cash. On August 22, 2000, Mr. Foley purchased 12,700 shares of Company
Common Stock for $0.915 per share, paying cash.
On September 28, 2000, Wayne D. Diaz, the President and a director of
ANFI, purchased 3,308 shares of Company Common Stock for $0.875 per share,
paying cash. On October 10, 2000, Mr. Diaz purchased 5,000 shares of Company
Common Stock for $0.875 per share, paying cash.
ITEM 4. PURPOSE OF TRANSACTION
The primary purposes of the purchase by ANFI of the Company's Common
Stock is for investment.
Subject to applicable legal requirements and the factors referred to
below, ANFI does not presently intend to purchase any additional shares of
Company Common Stock, but it may determine to purchase additional shares of
Company Common Stock, in open market or privately negotiated transactions from
time to time. ANFI also may determine to dispose of any portion or all of such
shares at any time, or from time to time. In determining whether to purchase or
dispose of shares of Company Common Stock, ANFI intends to consider and review
various factors on a continuous basis, including the Company's financial
condition, business and prospects, other developments concerning the Company,
the price and availability of shares of Company Common Stock, other investment
and business opportunities available to the Company, developments with respect
to ANFI's business, and general economic, monetary and stock market conditions.
Except as described in this Statement, ANFI has no present plans or
proposals which would relate to or result in any of the following:
(a) The acquisition by any person 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 a material amount of assets of the
issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management of
issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the
board;
(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 including but not limited to, if the
issuer is a registered closed-end investment company, any
plans or proposals to make any changes in its investment
policy for which a vote is required by Section 13 of the
Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of 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;
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(i) A class of equity securities of the issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of October 5, 2000, ANFI beneficially owned 1,656,453
shares of Company Common Stock, representing approximately
9.56% of the outstanding shares of Company Common Stock (based
on 17,320,292 shares of Company Common Stock outstanding as of
September 5, 2000, as disclosed in the Company's Definitive
Proxy Statement on Form 14A for the Annual Meeting of the
Company's Stockholders on October 12, 2000).
As of October 5, 2000, the following persons referred to in
Schedule I attached hereto, were beneficial owners of Company
Common Stock as follows:
(i) William P. Foley II beneficially owned 2,676,700
shares of Company Common Stock (inclusive of
currently exercisable options to purchase 1,010,000
shares of Company Common Stock but excluding
6,696,859 shares (including currently exercisable
warrants to purchase 1,970,000 shares) of Company
Common Stock beneficially owned by Fidelity National
Financial, Inc., of which Mr. Foley is a director,
executive officer and major stockholder),
representing approximately 15.45% of the outstanding
shares of Company Common Stock.
(ii) Wayne D. Diaz beneficially owned 8,308 shares of
Company Common Stock. Mr. Diaz is the President and a
director and major shareholder of ANFI.
Except as disclosed in this paragraph (a), neither ANFI nor,
to the best knowledge of ANFI, any of the persons referred to
in Schedule I attached hereto beneficially owns any shares of
Company Common Stock.
(b) ANFI and, to the best knowledge of ANFI, each of the persons
referred to in Schedule I attached hereto, has the power to
vote, direct the voting of, dispose of and direct the
disposition of the Company Common Stock owned by it.
(c) Other than the purchases of Company Common Stock described in
Item 3 above, neither ANFI nor, to the best knowledge of ANFI,
any of the persons referred to in Schedule I attached hereto,
has effected any transaction in Company Common Stock during
the past 60 days.
(d) ANFI and, to the best knowledge of ANFI, each of the persons
referred to in Schedule I attached hereto, has the sole right
to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the Company Common
Stock owned by it.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between ANFI and the Company and any other person with
respect to any securities of the Company, including but not limited to transfer
or voting of any of the securities, finder's fees, joint ventures, loan or
option arrangements, put or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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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: October 16, 2000 AMERICAN NATIONAL FINANCIAL, INC.
By: /s/ CARL A. STRUNK
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Name: Carl A. Strunk
Title: Executive Vice President and
Chief Financial Officer
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSON
The names, present principal occupations and business addresses of the
directors and executive officers of American National Financial, Inc. ("ANFI")
are set forth below. If no address is given, the director's or executive
officer's business address is that of ANFI. Unless otherwise indicated, each
occupation set forth opposite an individual's name refers to ANFI. Each of the
named individuals is a citizen of the United States.
DIRECTORS:
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<TABLE>
<CAPTION>
Name Principal Occupation Business Address
---- -------------------- ----------------
<S> <C> <C>
Michael C. Lowther Chairman of the Board and Chief
Executive Officer
William P. Foley, II Director, Chairman of the Board
and Chief Executive Officer,
Fidelity National Financial,
Inc.
Wayne D. Diaz President
Carl A. Strunk Executive Vice President and
Chief Financial Officer
Dennis R. Duffy Executive Vice President
Barbara A. Ferguson Executive Vice President
Bruce Elieff Principal, Sun Cal Companies
Matthew K. Fong Attorney, Sheppard, Mullin,
Richter & Hampton LLP
</TABLE>
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EXECUTIVE OFFICERS:
------------------
<TABLE>
<CAPTION>
Name Principal Occupation Business Address
---- -------------------- ----------------
<S> <C> <C>
Michael C. Lowther Chairman of the Board and Chief
Executive Officer
Wayne D. Diaz President
Carl A. Strunk Executive Vice President and
Chief Financial Officer
Dennis R. Duffy Executive Vice President
Barbara A. Ferguson Executive Vice President
</TABLE>
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