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SCHEDULE 13D
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
Longhorn Steaks, Inc.
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(Name of Issuer)
Common Stock, No Par Value Per Share
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(Title of Class of securities)
543057-10-3
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(CUSIP Number)
Margaret D. Farrell
Hinckley, Allen & Snyder
1500 Fleet Center
Providence, Rhode Island 02903
(401) 274-2000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 13, 1996
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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. ___.
Check the following box if a fee is being paid with the statement X .
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CUSIP NO. 543057-10-3
Page 1 of 7 Pages
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SCHEDULE 13D
1) Name of Reporting Person. Edward P. Grace, III
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2) Check the appropriate box if a Member of a Group (See Instructions)
(a)
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(b)
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3) SEC Use Only
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4) Source of Funds (See Instructions). Not Applicable
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- --------------------------------------------------------------------------------
5) Check 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. United States
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- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power 1,482,728(a)
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Shares Bene- -----------------------------------------------------------
ficially Owned (8) Shared Voting Power 0
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By Each -----------------------------------------------------------
(9) Sole Dispositive Power 1,482,728
Reporting -----------------------------
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Person With (10) Shared Dispositive Power 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person.
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1,482,728
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions). Not Applicable
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13) Percent of Class Represented by Amount in Row 11. 12.72%
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14) Type of Reporting Person (See Instructions). IN
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(a) Includes 7,499 shares acquirable by Mr. Grace under options exercisable by
Mr. Grace as of September 13, 1996.
CUSIP NO. 543057-10-3
Page 2 of 7 Pages
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SCHEDULE 13D
Item 1. Security and Issuer.
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This statement relates to the shares of Common Stock, no par value per
share (the "Common Stock"), of Longhorn Steaks, Inc., a Georgia corporation
("Longhorn" or the "Issuer"). The address of Longhorn's principal executive
office is 8215 Roswell Road, Building 200, Atlanta, Georgia 30350.
Item 2. Identity and Background.
-----------------------
(a), (b), (c) and (f). This filing is being made by Edward P. Grace, III.
Mr. Grace's principal business office address is 1275 Wampanoag Trail, East
Providence, Rhode Island 02915. Mr. Grace is Chief Executive Officer and
President of Bugaboo Creek Steak House, Inc. ("Bugaboo"), a wholly-owned
subsidiary of Longhorn. The principal business address of Mr. Grace and Bugaboo
is 1275 Wampanoag Trail, East Providence, Rhode Island 02915. Mr. Grace is a
United States citizen.
(d) and (e). During the last five years, Mr. Grace has not been: (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); or (ii) a party to a civil proceeding of a judicial or
administration 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, 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.
-------------------------------------------------
Mr. Grace acquired his shares of Longhorn Common Stock on September 13,
1996 pursuant to (i) an Agreement and Plan of Merger dated as of June 14, 1996,
as amended on July 29, 1996, (the "Bugaboo Merger Agreement") by and among
Bugaboo, Longhorn and Whip Merger Corporation ("WMC"), (ii) the Agreements and
Plans of Merger dated as of June 14, 1996, as amended July 29, 1996, (the "WPC
Merger Agreements") by and among Longhorn, Whip Pooling Corporation ("WPC"), a
wholly-owned subsidiary of Longhorn, and each of Bentley's Restaurant, Inc.,
Hemenway Sea Foods, Inc., Old Grist Mill Tavern, Inc. and GOS Properties Limited
Liability Company (each a "WPC Merger Party"), and a Purchase and Sale Agreement
dated as of June 14, 1996, as amended on July 29, 1996, by and among WPC, Mr.
Grace and Samuel J. Orr, Jr. (the "Purchase Agreement") relating to the
acquisition by WPC of a certain parcel of real property located in Seekonk,
Massachusetts (the "WPC Property"). Under the Bugaboo Merger Agreement, WMC was
merged into Bugaboo and Bugaboo became a wholly-owned subsidiary of Longhorn;
under the WPC Merger Agreements, each of the WPC Merger Parties will merge with
and into WPC. The Bugaboo Merger Agreement, WPC Merger Agreements and the
Purchase Agreement are collectively referred to herein as the "Merger
Agreements" and the transactions contemplated thereby are collectively referred
to herein as the "Merger".
CUSIP NO. 543057-10-3
Page 3 of 7 Pages
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SCHEDULE 13D
Item 4. Purpose of Transaction.
----------------------
Mr. Grace acquired beneficial ownership of the 1,482,728 shares of
Longhorn Common Stock pursuant to the Merger Agreements described under Item 3.
Other than acquisition of shares of Longhorn Common Stock pursuant to
stock options granted to or to be granted to Mr. Grace, Mr. Grace has no present
plan or proposal to make additional purchases of Common Stock or other
securities of the Issuer either in the open market or in private transactions.
Subject to restrictions imposed by the "Pooling Letter" described in item 6 and
by applicable securities laws and regulations, Mr. Grace may (but has not
present plan or proposal to) dispose of all or part of his investment, if any,
in securities of the Issuer.
Other than as may be described herein, Mr. Grace has no plans or
proposals which relate to or would result in:
(1) any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(2) any sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(3) any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(4) any material change in the present capitalization or dividend
policy of the Issuer;
(5) any other material change in the Issuer's business or
corporate structure;
(6) any change 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;
(7) causing the Common Stock of the Issuer to be delisted 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;
(8) causing a class of equity securities of the Issuer to become
eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934; or
(9) any action similar to any of those enumerated above.
CUSIP NO. 543057-10-3
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SCHEDULE 13D
Item 5. Interest in Securities of the Issuer.
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(a) AMOUNT BENEFICIALLY OWNED. As of September 13, 1996, Mr. Grace
beneficially owned 1,482,728(b) shares of a total of 11,654,621(c) shares of
Longhorn Common Stock outstanding on such date.
(b) PERCENT OF CLASS. The shares of Common Stock beneficially owned
by Mr. Grace represent 12.72% of the Issuer's outstanding Common Stock.(b)
(c) Number of Shares of Common Stock as to which Mr. Grace has:
(i) sole power to vote or to direct the vote 1,482,728(b)
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(ii) shared power to vote or to direct the vote 0
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(iii) sole power to dispose or to direct the disposition of
1,482,728(b)
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(iv) shares power to dispose or to direct the disposition of 0
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(d) Mr. Grace has not effected any transaction in the Common Stock
during the past 60 days.
(e) Not applicable.
(f) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
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Respect to Securities of the Issuer.
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There are no contracts, arrangements, understandings or relationships
between Mr. Grace and any person with respect to any securities of the Issuer,
including but not limited to, transfer or voting of any of the securities of the
Issuer, joint ventures, loan or option agreements, puts or calls, guaranties of
profits, division of profits or loss, or the giving or withholding of proxies,
or a pledge or contingency the occurrence of which would give another person
voting or investment power over the securities of the Issuer, EXCEPT AS FOLLOWS:
Under the terms of the Voting Agreement executed between Longhorn and Mr.
Grace in connection with the Merger, Longhorn has granted Mr. Grace certain
limited demand and "piggy-back" registration rights with respect to the shares
acquired by him in connection with the Merger. Under the terms of these
registration rights, if Mr. Grace
- ----------------------
(b) The 1,482,728 shares of Common Stock beneficially owned by Mr. Grace
include 7,499 shares issuable upon exercise of options granted to Mr. Grace
under Bugaboo's 1994 Stock Plan.
(c) Includes 8,467,650 shares outstanding based on the Registration Statement
on Form S-4 (SEC No. 333-08053) filed by the Issuer, plus 3,179,122 shares
issued pursuant to the Merger plus 7,499 shares acquirable by Mr. Grace
under options exercisable by Mr. Grace as of September 13, 1996.
CUSIP NO. 543057-10-3
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SCHEDULE 13D
ceases to be a director of Longhorn within two years of the effective time of
the Merger, (i) Mr. Grace may exercise one demand right to register at least 2%
of the then outstanding shares of Longhorn Common Stock, and (ii) Mr. Grace may
request "piggy-back" registration in connection with the registration of
Longhorn Common Stock, but Longhorn may cancel such registration at any time and
Mr. Grace's request is subject to reduction in the number of Mr. Grace's shares
to be registered by the managing underwriter of such registration. These rights
expire two years after the date of the effective time of the Merger. Longhorn
has agreed to maintain the availability of prospectuses under such registration
statements for a definitive period of time, and such rights are subject to
certain "blackout" periods necessary to (i) protect Longhorn's material
non-public information, or (ii) allow Longhorn's own immediately planned
offering to continue unaffected.
Mr. Grace has also executed a letter (the "Pooling Letter") pursuant to
which he has agreed not to sell, transfer or otherwise dispose of his interests
in, or reduce his risk relative to, the shares of Longhorn Common Stock received
in the Merger, until such time as Longhorn notifies him that the requirements of
SEC Accounting Series Release Nos. 130 and 135 (relating to the ability of the
Issuer to account for the transactions contemplated by the Merger Agreement
under the "pooling-of-interest" method) have been met.
Mr. Grace serves as a director of the Issuer, and as a director and
officer of the Issuer, participates in certain of the Issuer's stock option
plans and may receive grants of stock options in accordance with such plans from
time to time.
Item 7. Material to be Filed as Exhibits.
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None.
CUSIP NO. 543057-10-3
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SCHEDULE 13D
SIGNATURES
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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.
/s/ Edward P. Grace, III
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Edward P. Grace III
Dated: September 23, 1996
CUSIP NO. 543057-10-3
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