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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.___)*
CluckCorp International, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
189478 10 0
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(CUSIP Number)
Thomas J. Buckley, CFO, Watermarc Food Management Co.
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11111 Wilcrest Green, Suite 350, Houston, Texas 77042; (713) 783-0500
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
May 8, 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-l(b)(3) or (4), check the following box |_|.
Check the following box if a fee is being paid with the statement |_|. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-l(a) for other parties to whom copies are to
be sent.
*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).
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SCHEDULE 13D
CUSIP NO. 189478 10 0 PAGE 1 OF 8 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Watermarc Food Management Co: IRS Employer Identification No. 74-2605598
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
Not Applicable (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
None
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Organized under the laws of the State of Texas
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7 SOLE VOTING POWER
NUMBER OF 240,000 shares of common stock.
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
Not applicable
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 240,000 shares of common stock.
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
Not applicable
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
240,000 shares of common stock.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
No
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.4%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, $.01 par value (the "Common
Stock"), of CluckCorp International, Inc., a Texas corporation ("CluckCorp").
The principal executive office of CluckCorp is 1250 N.E. Loop 410, Suite 335,
San Antonio, Texas 78209, and its phone number is (210) 824-2496. To the best
knowledge of the filer, the names and addresses of the principal executive
officers of CluckCorp are:
<TABLE>
<CAPTION>
Name: Office: Address:
<S> <C> <C>
William J. Gallagher Chairman of the Board of Directors 1250 N.E. Loop 410
and Chief Executive Officer Suite 335
San Antonio, Texas 78209
Larry F. Harris President, Chief Operating Officer 1250 N.E. Loop 410
Suite 335
San Antonio, Texas 78209
Sam Bell Steves Rosser Vice President-Development 1250 N.E. Loop 410
Suite 335
San Antonio, Texas 78209
Joseph Fazzone Chief Financial Officer 1250 N.E. Loop 410
Suite 335
San Antonio, Texas 78209
</TABLE>
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed by Watermarc Food Management Co., a Texas corporation
("Watermarc"), whose principal office address is 11111 Wilcrest Green, Suite
350, Houston, Texas 77042. Watermarc's principal business is the ownership,
operation and franchising of restaurants involving various concepts. Watermarc
has not, during the last five years, been convicted in a criminal proceeding.
Watermarc has not, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction which
resulted in 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.
Directors, Executive Officers and Controlling Shareholders of
Watermarc:
1.
a. Name: Ghulam M. Bombaywala
b. Residence or Business Address: 11111 Wilcrest Green, Suite
350, Houston, Texas 77042
c. Principal Business: CEO and Chairman of the Board of
Directors of Watermarc whose address is 11111 Wilcrest Green,
Suite 350, Houston, Texas 77042. Watermarc is engaged in the
restaurant business. Mr. Bombaywala also owned approximately
46.8% of Watermarc's outstanding common stock as of December
31, 1996.
d. Mr. Bombaywala has not, during the last five (5) years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
e. Mr. Bombaywala has not, during the last five (5) years, been
a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in a
judgment, decree, or final order against him 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: U.S.
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2.
a. Name: Angelo Pitillo
b. Residence or Business Address: 11111 Wilcrest Green, Suite
350, Houston, Texas 77042
c. Principal Business: President, Chief Operating Officer and
Director of Watermarc whose address is 11111 Wilcrest Green,
Suite 350, Houston, Texas 77042. Watermarc is engaged in the
restaurant business.
d. Mr. Pitillo has not, during the last five (5) years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
e. Mr. Pitillo has not, during the last five (5) years, been a
party to any civil proceeding of a judicial or administrative
body of competent jurisdiction resulting in a judgment,
decree, or final order against him 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: U.S.
3.
a. Name: Thomas J. Buckley
b. Residence or Business Address: 11111 Wilcrest Green, Suite
350, Houston, Texas 77042
c. Principal Business: CFO of Watermarc whose address is 11111
Wilcrest Green, Suite 350, Houston, Texas 77042. Watermarc is
engaged in the restaurant business.
d. Mr. Buckley has not, during the last five (5) years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
e. Mr. Buckley has not, during the last five (5) years, been a
party to any civil proceeding of a judicial or administrative
body of competent jurisdiction resulting in a judgment,
decree, or final order against him 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: U.S.
4.
a. Name: Michael S. Chadwick
b. Residence or Business Address: Sanders Morris Mundy Inc.,
3100 Texas Commerce Tower, Houston, Texas 77002
c. Principal Business: Investment banking; Senior Vice President
and Managing Director of the Corporate Finance Department of
Sanders Morris Mundy Inc., a Houston based financial services
and investment banking firm whose address is 3100 Texas
Commerce Tower, Houston, Texas 77002. Mr. Chadwick is a
director of Watermarc.
d. Mr. Chadwick has not, during the last five (5) years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
e. Mr. Chadwick has not, during the last five (5) years, been a
party to any civil proceeding of a judicial or administrative
body of competent jurisdiction resulting in a judgment,
decree, or final order against him 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: U.S.
5.
a. Name: Nico B. Letschert
b. Residence or Business Address: Noesis Capital Corp., 1801
Clint Moore Road, Suite 110, Boca Raton, Florida 33487
c. Principal Business: CEO of Noesis Capital Corp., a
Florida-based investment banking and money management firm
whose address is 1801 Clint Moore Road, Suite 110, Boca
Raton, Florida 33487. Mr. Letschert is also a director of
Watermarc.
d. Mr. Letschert has not, during the last five (5) years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
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e. Mr. Letschert has not, during the last five (5) years, been a
party to any civil proceeding of a judicial or administrative
body of competent jurisdiction resulting in a judgment,
decree, or final order against him 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: U.S.
6.
a. Name: Philip M. Mount
b. Residence or Business Address: Kelly, Sutter, Mount &
Kendrick, P.C., 1600 Smith, Suite 3700, Houston, Texas 77002
c. Principal Business: Shareholder in the law firm of Kelly,
Sutter, Mount & Kendrick, P.C., 1600 Smith, Suite 3700,
Houston, Texas 77002, and his principal occupation is the
practice of law in the State of Texas. Mr. Mount is a
director of Watermarc.
d. Mr. Mount has not, during the last five (5) years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
e. Mr. Mount has not, during the last five (5) years, been a
party to any civil proceeding of a judicial or administrative
body of competent jurisdiction resulting in a judgment,
decree, or final order against him 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: U.S.
7.
a. Name: Sarosh J. Collector
b. Residence or Business Address: Collector, Dart & Moore, P.C.,
3000 Richmond, Suite 270, Houston, Texas 77098
c. Principal Business: Certified public accountant and serves as
the President of the accounting firm of Collector, Dart &
Moore, P.C., 3000 Richmond, Suite 270, Houston, Texas 77098.
Mr. Collector is also a director of Watermarc.
d. Mr. Collector has not, during the last five (5) years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
e. Mr. Collector has not, during the last five (5) years, been a
party to any civil proceeding of a judicial or administrative
body of competent jurisdiction resulting in a judgment,
decree, or final order against him 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: U.S.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Watermarc acquired 240,000 shares (the "Shares") of the outstanding common
stock, $.01 par value (the "Common Stock") of CluckCorp International, Inc., a
Texas corporation ("CluckCorp") on June 30, 1994, upon the conversion of, and
as partial payment for, a promissory note of CluckCorp owed to Watermarc in the
principal amount of $800,000 (the "Note") issued in June 1993 and in exchange
for certain other advances owed to Watermarc. The Note had a maturity date of
June 30, 1998, and was payable, at the option of CluckCorp, in whole or in
part, in cash or with Common Stock of CluckCorp. During 1994 CluckCorp repaid a
portion of the Note in cash and the remaining portion of the Note and certain
advances were paid with the Shares. Watermarc subsequently sold the Shares of
CluckCorp to JEB Investment Corporation, a Texas corporation ("JEB") in
exchange for a $1,800,000 recourse promissory note executed by JEB as maker
(the "JEB Note") bearing interest at 9% per annum, payable annually, with a
final maturity date of June 30, 1996. Prior management of Watermarc entered
into all of the foregoing transactions between CluckCorp, Watermarc and JEB.
The JEB Note was secured by the Shares pursuant to a Pledge Agreement of even
date therewith. JEB defaulted on the payments required under the JEB Note. On
or about May 8, 1997, JEB, Watermarc and Michael H. Hogan, a resident of Texas
and the President of JEB ("Hogan"), executed and delivered a Mutual
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Release Agreement whereby JEB relinquished all right, title and interest in the
Shares to Watermarc pursuant to Watermarc's foreclosure rights in consideration
for Watermarc relinquishing all of its rights under the JEB Note. In addition,
the parties to the Mutual Release Agreement agreed to mutual general releases
against each other conditioned upon certain representations and compliance with
the Mutual Release Agreement.
ITEM 4. PURPOSE OF TRANSACTION
Watermarc received the Shares in June 1994 from CluckCorp as partial payment of
the Note and other advances owed by CluckCorp to Watermarc which Shares were
then sold to JEB in a private transaction by prior management of Watermarc. See
Item 3. Watermarc received the Shares because CluckCorp could not pay the Note
and other amounts owed to Watermarc in cash. See Item 3. CluckCorp had the
option to repay the Note to Watermarc in whole or in part with its Common Stock
which it elected to do. On or about May 8, 1997, solely because of JEB's
inability to pay the JEB Note, in whole or in part, in cash and in a timely
manner and solely because of prior and continuing defaults on the JEB Note, the
parties executed and delivered the Mutual Release Agreement and Watermarc
received the Shares pursuant to its legal foreclosure rights. See Item 3.
It is not the current intention of Watermarc to hold the Shares for
long-term investment or for any other purposes. However, Watermarc reserves the
right to retain the Shares, or any portion of the Shares, for investment
purposes, should its intentions change in the future for any reasons including,
but not limited to, adverse market conditions, substantial declines or
increases in the market price of the Common Stock, a lack of liquidity in the
public market for the Shares or for any other reason. Watermarc intends to sell
the Shares in public or private transactions as soon as reasonably practicable.
At this time, Watermarc has no intention to acquire any additional shares, of
any class, of CluckCorp. Watermarc has no present intentions, plans or
proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of
CluckCorp, or the disposition of securities of CluckCorp,
except as described above;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving CluckCorp or any of
its subsidiaries;
(c) A sale or transfer of a material amount of assets of
CluckCorp or any of its subsidiaries;
(d) Any change in the present board of directors or management of
CluckCorp, including any plans or proposals to change the
number of 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 CluckCorp;
(f) Any other material change in CluckCorp's business or
corporate structure;
(g) Changes in CluckCorp's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition or control of CluckCorp by any person;
(h) Causing a class of securities of CluckCorp 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;
(i) A class of equity securities of CluckCorp becoming eligible
for termination of registration to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or
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(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Watermarc owns 240,000 shares of Common Stock of CluckCorp. Based on
CluckCorp's form SB-2/A filed with the Securities and Exchange Commission on
April 29, 1997, CluckCorp disclosed that as of December 29, 1996, it had
2,112,750 issued and outstanding shares of Common Stock. Accordingly, to the
best of Watermarc's knowledge at this time, Watermarc's ownership percentage is
11.4% of the outstanding shares of Common Stock of CluckCorp, without giving
any effect to any potential dilution as a result of any outstanding options,
warrants or other convertible or exchangeable securities of CluckCorp which may
be outstanding. Watermarc has no right to acquire any additional shares of
CluckCorp.
(b) Watermarc has the sole power to vote or to direct the vote and the sole
power to dispose of or to direct the disposition of the Shares.
(c) Watermarc has not engaged in any transactions with respect to the Common
Stock of CluckCorp during the sixty (60) day period preceding the date of this
filing.
(d) No other person is known by Watermarc to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of, the Shares owned by Watermarc.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except for the Mutual Release Agreement referred to in Items 3 and 4 above
whereby Watermarc finalized its foreclosure on the Shares from JEB, there are
no contracts, arrangements, understandings, or relationships (legal or
otherwise) among the persons named in Item 2 hereof and between such persons
and any person with respect to any securities of CluckCorp.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
There are no written agreements relating to the filing of joint acquisition
statements as required by Rule 13d-1(f) or agreements of Watermarc relating to
(i) the borrowing of funds to finance any acquisitions, required to be
disclosed in Item 3; (ii) the acquisition of issuer control, liquidation, sale
of assets, merger, or change in business or corporate structure or any other
matter required to be disclosed in Item 4; and (iii) the transfer or voting of
the securities, finders fees, joint ventures, options, puts, calls, guarantees
of loans, guarantees against loss or of profit, or the giving or withholding of
any proxy required to be disclosed in Item 6.
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.
WATERMARC FOOD MANAGEMENT CO.
Date: May 14, 1997 By: /s/ Thomas J. Buckley
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Thomas J. Buckley, CFO
