SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )(1)
ROADHOUSE GRILL, INC.
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(Name of issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of class of securities)
76972510 2
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(CUSIP number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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(Name, address and telephone number of person
authorized to receive notices and communications)
October 1, 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.
(Continued on following pages)
(Page 1 of 6 Pages)
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(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 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).
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CUSIP No. 76972510 2 13D Page 2 of 6 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
LONE STAR STEAKHOUSE & SALOON, INC.
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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 OR ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 378,000
OWNED BY
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER
378,000
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
378,000
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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)
4.1%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 76972510 2 13D Page 3 of 6 Pages
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The following constitutes the Schedule 13D filed by the undersigned
(the "Schedule 13D").
Item 1. SECURITY AND ISSUER.
This statement relates to shares (the "Shares") of the common
stock, par value $.01 per share ("Common Stock"), of Roadhouse Grill, Inc. (the
"Issuer"). The principal executive offices of the Issuer are located at 6600
North Andrews Avenue, Suite 160, Ft. Lauderdale, Florida 33309.
Item 2. IDENTITY AND BACKGROUND.
(a) This Statement is filed by Lone Star Steakhouse &
Saloon, Inc., a Delaware corporation ("Lone Star").
The Executive Officers and Directors of Lone Star are as
follows:
Jamie B. Coulter--Chairman of the Board and Chief Executive
Officer; John D. White--Chief Financial Officer, Executive
Vice President and Director; Michael J. Archer--Chief
Operating Officer-Del Frisco's/Sullivan's and Director; Dennis
L. Thompson--Senior Vice President of Real Estate and
Director; Gerald T. Aaron--Senior Vice President, Counsel and
Secretary; Robert M. Kendall--Chief Operating Officer--Lone
Star Steakhouse & Saloon; Frank Furstenberg, Jr.--Vice
President of New Store Development; Mark S. Eason--Regional
Vice President; Clark R. Mandigo--Director; H. Gilliland
Nickel--Director; Fred B. Chaney--Director.
Lone Star and each of the foregoing are referred to as a
"Reporting Person" and collectively as the "Reporting Persons".
(b) The principal business address of Lone Star (and all other
Reporting Persons other than Messrs. Mandigo, Nickel and Chaney) is 224 East
Douglas, Suite 700, Wichita, Kansas 67206. The principal business address of Mr.
Mandigo is 15050 Jones Maltzberger, Suite 2, San Antonio, Texas 78247. The
principal business address of Mr. Nickel is One Acacia Drive, Oakville,
California 94562 and the principal business address of Mr. Chaney is 5000 Birch
Street, Suite 6200, Newport Beach, CA 92660.
(c) The principal business of Lone Star is the ownership and
operating of 242 domestic and 27 international Lone Star Steakhouse & Saloon
restaurants; two (2) Sullivan's Steakhouse restaurants; and three (3) Del
Frisco's Double Eagle Steak House restaurants. The principal occupation of all
executive officers of Lone Star is their service as employees and executive
officers of Lone Star. The principal occupation of Mr. Mandigo is business
consultant. The principal occupation of Mr. Nickel is executive consultant of
Gil Nickel Enterprises. The principal occupation of Mr. Chaney is President and
Chief Executive Officer of TEC's parent company, Vedax Sciences Corporation.
(d) No Reporting Person has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) No Reporting Person has, during the last five years, been
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.
(f) All executive officers and directors of Lone Star are
United States citizens.
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CUSIP No. 76972510 2 13D Page 4 of 6 Pages
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Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price of the 506,500 Shares of Common
Stock acquired by Lone Star is $2,092,742.55. The source of the funds used to
make the purchases was working capital.
Item 4. Purpose of Transaction.
Lone Star purchased the Shares of the Issuer based on its
belief that the Shares at current market prices appeared to represent a
potentially attractive investment opportunity. After conducting further analysis
of its investment in the Issuer, the Company has decided to reduce its position.
Lone Star intends to review its investment in the Issuer on a continuing basis
and, depending on various factors including, without limitation, the Issuer's
financial position and investment strategy, the price levels of the Common
Stock, conditions in the securities markets and general economic and industry
conditions, may in the future take such actions with respect to its investment
in the Issuer as it deems appropriate including, without limitation, selling
some or all of its Shares, purchasing additional Shares of Common Stock or to
change its intention with respect to any and all matters referred to in Item 4.
No Reporting Person has any present plan or proposal which would relate to or
result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of
Schedule 13D except as set forth herein.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate percentage of Shares of Common Stock
reported owned by Lone Star is based upon 9,305,408 Shares outstanding, which is
the total number of Shares of Common Stock outstanding as reported in the
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 29,
1997.
As of the close of business on October 1, 1997, Lone Star
beneficially owned 506,500 Shares of Common Stock, constituting approximately
5.4% of the Shares outstanding. All of such Shares were acquired in open-market
transactions. As described in Item 5(e) below, Lone Star has ceased being the
beneficial owner of more than five percent of the outstanding Common Stock of
the Issuer. All of the Shares sold by Lone Star were in open-market
transactions.
(b) The Board of Directors of Lone Star has the power to
direct the vote and disposition of the Shares owned by Lone Star.
(c) Schedule A annexed hereto lists all transactions in the
Issuer's Common Stock in the last sixty days by the Reporting Persons.
(d) No person other than Lone Star is known to have the right
to receive, or the power to direct the receipt of dividends from, or proceeds
from the sale of, such Shares of the Common Stock.
(e) On October 9, 1997, Lone Star ceased being the beneficial
owner of more than five percent of the Issuer's outstanding Common Stock.
Item 6. Contracts, Agreements, Understandings or Relationships with
Respect to Securities of the Issuer.
Other than as described herein, there are no contracts,
arrangements or understandings among the Reporting Persons, or between the
Reporting Persons and any other Person, with respect to the securities of the
Issuer.
Item 7. Material to be Filed as Exhibits.
None
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CUSIP No. 76972510 2 13D Page 5 of 6 Pages
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: October 14, 1997 LONE STAR STEAKHOUSE & SALOON, INC.
By:/s/ Jamie B. Coulter
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Jamie B. Coulter, Chairman of the
Board and Chief Executive Officer
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CUSIP No. 76972510 2 13D Page 6 of 6 Pages
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SCHEDULE A
TRANSACTIONS IN THE SHARES WITHIN THE PAST 60 DAYS
Shares of Common Price Per Date of
Stock Purchased (Sold) Share Purchase/Sale
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LONE STAR STEAKHOUSE & SALOON, INC.
280,000 $3.8754 9/30/97
226,500 $4.4487 10/01/97
(108,000) $4.0958 10/09/97
(8,500) $4.3676 10/10/97
(12,000) $4.375 10/13/97
