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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Famous Dave's of America, Inc.
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(Name of Issuer)
Common Stock and Redeemaable Class A Warrants (Units)
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(Title of Class of Securities)
307068205
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(CUSIP Number)
Gary S. Kohler, Vice President
Okabena Investment Services, Inc.
5140 Norwest Center
90 South Seventh Street, Minneapolis, MN 55402-4139
(612) 339-7151
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(Name, Address and Telephone Number of Person Authorized
to receive Notices and Communications)
October 21, 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 this statement /x/. (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 less than five percent 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-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page should 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).
Page 1 of 8 pages
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CUSIP No. 307068205
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(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Okabena Partnership K, a Minnesota general partnership 41-1642281
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(2) Check the Appropriate Box if a Member of a Group
(a) / /
(b) /x/
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(3) SEC Use Only
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(4) Source of Funds
WC
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) / /
N/A
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(6) Citizenship or Place of Organization
Minnesota
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Number of (7) Sole Voting Power 602,750 shares
Shares Bene- -----------------------------------------------------------------
ficially (8) Shared Voting Power -0- shares
Owned by -----------------------------------------------------------------
Each Report- (9) Sole Dispositive Power 602,750 shares
ing Person -----------------------------------------------------------------
With (10) Shared Dispositive Power -0- shares
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
602,750 shares See Item 5
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares / /
N/A
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(13) Percent of Class Represented by Amount in Row (11)
10.4%
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(14) Type of Reporting Person (See Instructions)
PN
Page 2 of 8 pages
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CUSIP No. 307068205
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(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Okabena Partnership L, a Minnesota general partnership 41-1852231
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(2) Check the Appropriate Box if a Member of a Group
(a) / /
(b) /x/
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(3) SEC Use Only
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(4) Source of Funds
WC
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items / /
2(d) or 2(e)
N/A
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(6) Citizenship or Place of Organization
Minnesota
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Number of (7) Sole Voting Power 20,000 shares
Shares Bene- -----------------------------------------------------------------
ficially (8) Shared Voting Power -0- shares
Owned by -----------------------------------------------------------------
Each Report- (9) Sole Dispositive Power 20,000 shares
ing Person -----------------------------------------------------------------
With (10) Shared Dispositive Power -0- shares
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
20,000 shares (See Item 5)
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares / /
N/A
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(13) Percent of Class Represented by Amount in Row (11)
0.3%
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(14) Type of Reporting Person (See Instructions)
PN
Pages 3 of 8 pages
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CUSIP No. 307068205
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(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Gary S. Kohler, 474-684-137
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(2) Check the Appropriate Box if a Member of a Group
(a) / /
(b) /x/
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(3) SEC Use Only
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(4) Source of Funds
PF
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to / /
Items 2(d) or 2(e)
N/A
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(6) Citizenship or Place of Organization
U.S.
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Number of (7) Sole Voting Power 10,000 shares
Shares Bene- -----------------------------------------------------------------
ficially (8) Shared Voting Power -0- shares
Owned by -----------------------------------------------------------------
Each Report- (9) Sole Dispositive Power 10,000 shares
ing Person -----------------------------------------------------------------
With (10) Shared Dispositive Power -0- shares
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
10,000 shares (See Item 5)
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares / /
N/A
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(13) Percent of Class Represented by Amount in Row (11)
0%
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(14) Type of Reporting Person (See Instructions)
IN
Pages 4 of 8 pages
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CUSIP No. 307068205
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this Schedule 13D
Statement relates to is the common stock, $.01 par value per share ("Common
Stock") and Redeemable Class A Warrants ("Warrants") of Famous Dave's of
America, Inc. (the "Issuer"). The principal executive offices of the Issuer
are located at 12700 Industrial Park Boulevard, Plymouth, Minnesota 55441.
ITEM 2. IDENTITY AND BACKGROUND
(a) The undersigned hereby file this Schedule 13D Statement on
behalf of Okabena Partnership K ("Partnership K"), a Minnesota general
partnership, Okabena Partnership L ("Partnership L"), a Minnesota general
partnership and Gary S. Kohler ("Kohler"), an individual. Partnership K,
Partnership L and Kohler are hereinafter sometimes referred to collectively as
the "Reporting Persons." The Reporting Persons are making this single, joint
filing because they may be deemed to constitute a "group" within the meaning of
Section 13(d)(3) under the Securities Exchange Act of 1934, although neither the
fact of this filing nor anything contained herein shall be deemed to be a claim
or an admission by the Reporting Persons that a group exists.
PARTNERSHIP K
(b)-(c). Okabena Partnership K is a Minnesota general
partnership. Its principal business is investment and its principal business
and office address is 5140 Norwest Center, 90 South Seventh Street, Minneapolis,
MN 55402-4139. The managing partner of Okabena Partnership K is Okabena
Investment Services, Inc., a Minnesota corporation ("OIS").
PARTNERSHIP L
(b)-(c). Okabena Partnership L is a Minnesota general
partnership. Its principal business is investment and its principal business
and principal office address is 5140 Norwest Center, 90 South Seventh Street,
Minneapolis, MN 55402-4139. The managing partner of Okabena Partnership L is
OIS.
KOHLER
(b)-(c). Kohler is Vice-President of OIS and the portfolio
manager for Partnership K. His principal business and office address is 5140
Norwest Center, 90 South Seventh Street, Minneapolis, MN 55402-4139.
OIS
(b)-(c). OIS is a Minnesota corporation. The principal business
of OIS is to provide investment supervisory and portfolio management to the
clients of Okabena Company, a private holding company, including acting as
managing partner of Partnership K and Partnership L. OIS's principal business
and principal office address is 5140 Norwest Center, 90 South Seventh Street,
Minneapolis, MN 55402-4139.
(d) None of the entities or persons identified in this Item 2 or
in Exhibit A or B to this Schedule 13D Statement has, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
Pages 5 of 8 pages
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CUSIP No. 307068205
(e) None of the entities or persons identified in this Item 2 or
Exhibit A or B to this Schedule 13D Statement has, during the last five years,
been 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 any
violation with respect to such laws.
(f) The natural persons who are partners in Partnership K and
Partnership L and Kohler are citizens of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The purchases were made by Partnership K and Partnership L from
working capital. Kohler's purchase was made with personal funds.
ITEM 4. PURPOSE OF TRANSACTION
The acquisition of the securities of the Issuer by the Reporting
Persons was made for investment.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
See Schedule 13D Statement cover page, rows (7) through (11)
inclusive and row (13). Based on information filed by the Issuer with the
Securities and Exchange Commission on October 21, 1996, it is believed the
Issuer has 5,656,250 shares of Common Stock issued and outstanding as of this
date.
(a) PARTNERSHIP K
Partnership K is the beneficial owner of 602,750 shares of
the Common Stock, or approximately 10.4% of the Common Stock
outstanding. The securities were purchased in the following transactions:
(i) 282,750 restricted shares of Common Stock were
purchased on July 11, 1996, at a cost of $3.50 per share, in a private placement
effected by the Issuer through R.J. Steichen & Company, selling agent;
(ii) Units consisting of 130,000 shares of Common Stock
and 130,000 Warrants (presently exercisable) in an open market transaction on
October 21, 1996 at a cost of $6.50 per Unit;
(iii) Units consisting of 5,000 shares of Common Stock and
5,000 Warrants (presently exercisable) in an open market transaction on October
21, 1996 at a cost of $10.825 per Unit; and
(iv) Units consisting of 25,000 shares of Common Stock
and 25,000 Warrants in an open market transaction on October 21, 1996 at a cost
of $11.125 per Unit.
PARTNERSHIP L
Okabena Partnership L is the beneficial owner of 20,000
shares of the Common Stock, or approximately 0.3% of the Common Stock
outstanding. The securities were purchased in the following transaction:
Pages 6 of 8 pages
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CUSIP No. 307068205
(i) Units consisting of 10,000 shares of Common Stock and
10,000 Warrants (presently exercisable) in an open market transaction on October
21, 1995 at a cost of $6.50 per Unit.
KOHLER
Kohler is the beneficial owner of 10,000 restricted shares
of the Common Stock, or approximately 0% of the Common Stock outstanding. The
securities were purchased on July 11, 1996, at a cost of $3.50 per share, in a
private placement effected by the Issuer through R.J. Steichen & Company,
selling agent. As an officer of OIS, Kohler may be deemed to be the beneficial
owner of the securities owned by Partnerhip K and Partnership L, as described in
Item 5.
OIS
As the managing partner of Partnership K and Partnership L,
OIS may be deemed to be the beneficial owner of the securities beneficially
owned by Partnership K and Partnership L described in Item 5. OIS disclaims
beneficial ownership of such securities.
(b) The officers of OIS, the managing partner of Partnership K and
Partnership L may be deemed to share the power to vote or direct the voting of
and to dispose or to direct the disposition of the shares of Common Stock and
Warrants owned beneficially by Partnership K and Partnership L, resepctively.
Each of the officers of OIS, including Kohler, disclaim beneficial ownership of
all shares of Common Stock and Warrants other than those owned directly or by
virtue of any officer's pro rata interest, if any, as a partner in Partnership K
or Partnership L.
(c) Except as described in this Schedule 13D Statement, none of the
persons listed in Item 2 has effected any transaction in the Common Stock or
Warrants in the past 60 days.
(d) Except as described in this Schedule 13D Statement, no person has the
power to direct the receipt of dividends on or the proceeds of sales of the
shares of Common Stock or Warrants owned by the Reporting Persons.
ITEM 6. CONTRACT, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH
RESPECT TO THE SECURITIES OF THE ISSUER
The Issuer has agreed to file a registration statement relating to the
Common Stock purchased on July 11, 1996 by Partnership K and Kohler one (1)
year following the effective date of the Issuer's initial public offering
provided the Issuer is then eligible to use Form S-3. The Issuer completed an
initial public offering on October 21, 1996.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A: Additional Item 2 Information concerning the partners of
Partnership K.
Exhibit B: Additional Item 2 Information concerning the partners of
Partnership L.
Exhibit C: A copy of the written agreement relating to the filing of
a joint statement as required by Rule 13d-1(f) under the Securities
Exchange Act of 1934.
Pages 7 of 8 pages
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SIGNATURE
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: October 30, 1996 OKABENA PARTNERSHIP K
By: Okabena Investment Services, Inc.
Its Managing Partner
By: /s/ Gary S. Kohler
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Gary S. Kohler, Vice President
OKABENA PARTNERSHIP L
By: Okabena Investment Services, Inc.
Its Managing Partner
By: /s/ Gary S. Kohler
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Gary S. Kohler, Vice President
GARY S. KOHLER
/s/ Gary S. Kohler
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Pages 8 of 8 pages
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EXHIBIT A
Set forth below is the name and business occupation of each general partner
of Okabena Partnership K. The business address for each person or entity listed
is c/o Okabena Investment Services, Inc., 5140 Norwest Center, Minneapolis, MN
55402-4139. See Item 2(d), (e), and (f) of this Schedule 13D Statement for
additional information concerning these general partners.
NAME OF PARTNER OCCUPATION
Lucy J. Dayton Private Investor
Chadwick Foundation N/A
Christopher B. Dayton Private Investor
Martha B. Dayton Private Investor
Michael K. Dayton Private Investor
James G. Dayton Architect
Tobin J. Dayton Student
Mae F. Dayton Private Investor
Scott N. Dayton Retailer
Chadwick L. Dayton Student
Whitney L. Dayton Minor
Edward N. Dayton Private Investor
Robert J. Dayton Chief Executive Officer
(Okabena Co. - Family Office)
John W. Dayton Business Owner
Sherry Ann Dayton Private Investor
Joan L. Dayton Private Investor
Rebecca H. Dayton Private Investor
Arlene J. Dayton Private Investor
Virginia Y. Dayton Private Investor
Bruce B. Dayton Private Investor
Mark B. Dayton Private Investor
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Brandt N. Dayton Private Investor
Christian B. Dayton Therapist
Lucy B. Dayton Veterinarian
Anne D. Buxton Private Investor
Wallace C. Dayton Private Investor
Mary Lee Dayton Private Investor
Sally D. Clement Therapist
Stephen M. Clement III. Educator
Ellen D. Sturgis Private Investor
Sheldon S. Sturgis Business Owner
Katherine D. Nielsen Private Investor
Stuart A. Nielsen Artist
Elizabeth D. Dovydenas Private Investor
K. N. Dayton Private Investor
Oakleaf Foundation N/A
Julia W. Dayton Private Investor
Judson N. Dayton Private Investor
Elisabeth J. Dayton Private Investor
Duncan N. Dayton Real Estate Developer
Katharine L. Kelly Private Investor
Douglas J. Dayton Private Investor
Meadowood Foundation N/A
David D. Dayton Business Owner
Vanessa D. Dayton Pathologist
Steven J. Melander-Dayton Private Investor
Bruce C. Dayton Student
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Lynn B. Dayton Student
Marina B. Dayton Minor
Alexander B. Dayton Minor
Charles Benning Dayton Minor
Jackson Gardiner Dayton Minor
Margaret Bliss O'Keefe Minor
Angus Dayton O'Keefe Minor
Catherine Greer O'Keefe Minor
Nicholas Sherman Buxton Minor
Henry M. Buxton Minor
Theodore D. Clement Minor
Winston W. Clement Minor
Matthew D. Sturgis Minor
Katherine L. Sturgis Minor
Rosamond G. Sturgis Minor
Samuel D. Richardson Minor
Olivia Maren Nielsen Minor
Joyce D. Dovydenas Minor
Elena L. Dovydenas Minor
Caroline Avery Dayton Minor
Davis Winton Dayton Minor
Isaac N. Dayton Minor
Caleb F. Dayton Minor
Dorothy J. Melander-Dayton Minor
Adele Marie Melander-Dayton Minor
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Bruce C. Lueck President
Okabena Investment Services, Inc.
(Registered Investment Advisor)
Gary S. Kohler Vice President
Okabena Investment Services, Inc.
(Registered Investment Advisor)
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EXHIBIT B
Set forth below is the name and business occupation of each general partner
of Okabena Partnership L. The business address for each person or entity listed
is c/o Okabena Investment Services, Inc. 5140 Norwest Center, Minneapolis, MN
55402-4139. See item 2(d), (e), and (f) of this Schedule 13D Statement for
additional information concerning these general partners.
NAME OF PARTNER OCCUPATION
Chadwick Foundation N/A
Lucy J. Dayton Private Investor
Oakleaf Foundation N/A
Yale University N/A
Tamarack Foundation N/A
Meadowood Foundation N/A
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EXHIBIT C
Joint Filing Agreement
The undersigned agree that this Schedule 13D Statement dated October 30,
1996 relating to Famous Dave's of America, Inc. shall be filed on behalf of the
undersigned.
October 30, 1996 OKABENA PARTNERSHIP K
By: Okabena Investment Services, Inc.
Its Managing Partner
By: /s/ Gary S. Kohler
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Gary S. Kohler, Vice President
October 30, 1996 OKABENA PARTNERSHIP L
By: Okabena Investment Services, Inc.
Its Managing Partner
By: /s/ Gary S. Kohler
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Gary S. Kohler, Vice President
GARY S. KOHLER
/s/ Gary S. Kohler
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