<PAGE>
-------------------------------
OMB APPROVAL
-------------------------------
OMB Number: 3235-0145
Expires: August 31, 1999
Estimated average burden
hours per response....14.90
-------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No._____)*
Taco Cabana, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
873425102
------------------------------
(CUSIP Number)
February 28, 1998
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
SEC 1745 (3-98)
<PAGE>
Page 2 of 12
================================================================================
CUSIP NO. 873425102
---------
- ------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS.
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Sawtooth Capital Management, L.P. 95-4507334
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
OWNED BY 926,704
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
926,704
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
926,704
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
10 (SEE INSTRUCTIONS)
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11
6.3
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12
PN, IA
- ------------------------------------------------------------------------------
<PAGE>
Page 3 of 12
================================================================================
CUSIP NO. 873425102
---------
- ------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS.
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Sawtooth Capital Management, Inc. 95-4498203
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
OWNED BY
926,704
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
926,704
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
926,704
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
10 (SEE INSTRUCTIONS)
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11
6.3
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12
CO, HC
- ------------------------------------------------------------------------------
<PAGE>
Page 4 of 12
================================================================================
CUSIP NO. 873425102
---------
- ------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS.
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Bartley B. Blout ###-##-####
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
OWNED BY 926,704
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
926,704
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
926,704
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
10 (SEE INSTRUCTIONS)
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11
6.3
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12
IN, HC
- ------------------------------------------------------------------------------
<PAGE>
Page 5 of 12
Item 1 (a) Name of Issuer:
Taco Cabana, Inc.
Item 1 (b) Address of Issuer's Principal Executive Offices:
8918 Tesoro Drive
San Antonio, TX 78217
Item 2 (a) Name of Person Filing: This statement is being filed by:
a. Sawtooth Capital Management, L.P. ("Sawtooth LP");
b. Sawtooth Capital Management, Inc. ("Sawtooth Inc."); and
c. Bartley B. Blout ("Blout"); and
collectively the "Reporting Persons".
Sawtooth LP is a Delaware limited partnership and a registered
investment adviser. Sawtooth LP is the sole general partner of and
investment adviser to an investment limited partnership that
directly owns shares of common stock of Taco Cabana, Inc. (the
"Stock"). Sawtooth LP is also the investment adviser to one offshore
investment corporation that directly owns shares of the Stock. In
addition, Sawtooth LP manages two separate discretionary accounts
that also directly own shares of the Stock.
Sawtooth Inc., a Delaware corporation, is the sole general partner
of Sawtooth LP. Blout is the controlling shareholder of Sawtooth
Inc.
Sawtooth LP's beneficial ownership of the Stock is direct because of
its general partnership interest in the investment limited
partnership that directly owns shares of the Stock. Sawtooth LP also
has direct beneficial ownership of the Stock as a result of its
discretionary authority to buy, sell and vote shares of such Stock
for its investment advisory clients (i.e., the investment limited
partnership, the investment corporation and the separate accounts
(collectively referred to hereinafter as the "Investor Entities")).
Sawtooth Inc.'s and Blout's beneficial ownership are indirect as a
result of their ownership and control of Sawtooth LP, and is
reported solely because Rule 13d-1(a) and (b) promulgated under the
Securities Exchange Act of 1934, as amended, requires any person who
is "directly or indirectly" the beneficial owner of more than five
percent of any equity security of a specific class to file a
Schedule 13G within the specific time period. The answers on blocks
6, 8, 9 and 11 on pages 3 and 4
<PAGE>
Page 6 of 12
above and in response to item 4 by Sawtooth Inc. and Blout are given
on the basis of the "indirect" beneficial ownership referred to in
such Rule, based on the direct beneficial ownership of the Stock by
Sawtooth LP and the relationship of Sawtooth Inc. and Blout to
Sawtooth LP.
Information with respect to each Reporting Person is given solely by
the respective Reporting Person, and no Reporting Person undertakes
hereby any responsibility for the accuracy or completeness of such
information concerning any other Reporting Person.
Item 2 (b) Address of Principal Business Office or, if none, Residence:
a. 100 Wilshire Blvd., 15th Fl. Santa Monica, CA 90401
b. 100 Wilshire Blvd., 15th Fl. Santa Monica, CA 90401
c. 100 Wilshire Blvd., 15th Fl. Santa Monica, CA 90401
Item 2 (c) Citizenship:
a. Sawtooth Capital Management, L.P.; Delaware limited
partnership
b. Sawtooth Capital Management, Inc.; Delaware corporation
c. Bartley B. Blout; United States
Item 2 (d) Title of Class of Securities:
Common Stock
Item 2 (e) CUSIP Number:
8734251023
Item 3. Statement Concerning Filings Pursuant to Rule 13d-1(b) or 13d-2(b):
(e) x An investment adviser in accordance with
- (S)240.13d-1(b)(I)(ii)(E)
(g) x A parent holding company or control person in accordance
- with (S)240.13d-1(b)(I)(ii)(G)
<PAGE>
Page 7 of 12
Item 4. Ownership:
(a) Amount Beneficially Owned: Reporting Persons each directly
or indirectly beneficially own 926,704 shares of Stock. The
Investor Entities' and Sawtooth LP's beneficial ownership is direct
and Sawtooth Inc.'s and Blout's beneficial ownership is indirect.
(b) Percent of Class: 6.3%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote:
The Reporting Persons share with each other the power to vote all
926,704 shares of Stock for which they have direct or indirect
beneficial ownership. No other person has the power to vote such
shares.
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of:
The Reporting Persons share with each other the power to dispose of
all 926,704 shares for which they have direct or indirect beneficial
ownership. They do not share this power with any other person.
Item 5. Ownership of Five Percent or Less of a Class:
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Sawtooth LP, a registered investment adviser, Sawtooth Inc., its
general partner, and Blout, Sawtooth Inc.'s controlling shareholder,
have the right or the power to direct the receipt of dividends from
the Stock, and to direct the receipt of proceeds from the sale of
Stock to Sawtooth LP's investment advisory clients. No single
investment advisory client of Sawtooth LP owns more the 5% of the
Stock.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
<PAGE>
Page 8 of 12
Sawtooth Inc. and Blout are each considered the equivalent of a
parent holding company for purposes of this Schedule 13G. Sawtooth
LP, a registered investment adviser, is considered Sawtooth Inc.'s
and Blout's subsidiary. See Exhibit B.
Item 8. Identification and Classification of Members of the Group:
Not Applicable
Item 9. Notice of Dissolution of Group:
Not Applicable
Item 10. Certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are not
held for the purpose of effect of changing or influencing the
control of the issuer of such securities and were not acquired and
are not held in connection with or as a participant in any
transaction having such purposes or effect.
<PAGE>
Page 9 of 12
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.
/s/ Bartley B. Blout
--------------------------------
Bartley B. Blout, Individually
SAWTOOTH CAPITAL MANAGEMENT, L.P.
By Sawtooth Capital Management, Inc., its General Partner
By: /s/ Bartley B. Blout
--------------------------------
Bartley B. Blout, President
SAWTOOTH CAPITAL MANAGEMENT, INC.
By: /s/ Bartley B. Blout
--------------------------------
Bartley B. Blout, President
Date: July 27, 1998
--------------------------
<PAGE>
Page 10 of 12
EXHIBITS
EXHIBIT A Statement With Respect to Joint Filing of Schedule 13G
EXHIBIT B Identification and Classification of Subsidiary Which Acquired
Security Being Reported On By the Parent Holding Company
<PAGE>
Page 11 of 12
EXHIBIT A
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) (1)
----------------------------------------------------
This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934, as amended (the "Act") by and among the parties listed
below, each referred to herein as a "Joint Filer." The Joint Filers agree that
a statement of beneficial ownership as required by Section 13(d) of the Act and
the Rules thereunder may be filed on each of their behalf on Schedule 13D or
Schedule 13G, as appropriate, and that said joint filing may thereafter be
amended by further joint filings. The Joint Filers states that they each
satisfy the requirements for making a joint filing under Rule 13d-1.
Dated: July 21, 1998
/s/ Bartley B. Blout
------------------------------
Bartley B. Blout, Individually
SAWTOOTH CAPITAL MANAGEMENT, L.P.
By Sawtooth Capital Management, Inc., its General Partner
By: /s/ Bartley B. Blout
----------------------------------
Bartley B. Blout, President
SAWTOOTH CAPITAL MANAGEMENT, INC.
By: /s/ Bartley B. Blout
----------------------------------
Bartley B. Blout, President
Date: July 27, 1998
----------------------------
<PAGE>
Page 12 of 12
EXHIBIT B
Identification and Classification of Subsidiary Which
Acquired Security Being Reported On By the Parent Holding Company
Sawtooth LP, a registered investment adviser, acquired "beneficial ownership" of
the securities being reported on as a result of its discretionary authority to
acquire, dispose and (with respect to certain of such securities) vote the
securities being reported on. Under a series of SEC no-action letters, including
the letter issued to Warren Buffet and Berkshire Hathaway, Inc. (available
December 18, 1987), Sawtooth Inc. and Blout are each considered the equivalent
of a parent holding company of Sawtooth LP and are therefore eligible to report
their indirect beneficial ownership in such shares on Schedule 13G.
