<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
Under the Securities Exchange Act of 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(a)
(Amendment No. 1)*
POLLO TROPICAL, INC.
--------------------
(Name of issuer)
COMMON STOCK, $.01 PAR VALUE
----------------------------
(Title of class of securities)
731513 10 7
(CUSIP Number)
MR. LARRY J. HARRIS
10221 SOUTHWEST 143RD STREET
MIAMI, FLORIDA 33176
(305) 670-7696
(Name, address and telephone number of person
authorized to receive notices and communications)
Copy to:
MR. C. WILLIAM BAXLEY
KING & SPALDING
191 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30303-1763
(404) 572-4600
MAY 15, 1998
(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.
* 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 (the "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).
(Continued on following pages)
Page 1 of 10 Pages
Exhibit Index on Page 8
<PAGE> 2
CUSIP NO. 731513 10 7
<TABLE>
<S> <C>
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
LARRY J. HARRIS
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7. SOLE VOTING POWER 80,025
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 1,147,156
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 80,025
REPORTING
PERSON
WITH 10. SHARED DISPOSITIVE POWER 1,147,156
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,227,181
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.7% (BASED ON 8,255,329 SHARES OF COMMON STOCK ISSUED
AND OUTSTANDING ON MAY 6, 1998 AND 80,025 SHARES OF
COMMON STOCK ISSUABLE TO MR. HARRIS UPON EXERCISE OF
PRESENTLY EXERCISABLE OPTIONS)
14. TYPE OF REPORTING PERSON*
IN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(Continued on following pages)
Page 2 of 10 Pages
Exhibit Index on Page 8
<PAGE> 3
CUSIP NO. 731513 10 7
<TABLE>
<S> <C>
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
MOLLY HARRIS
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 1,147,156
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON
WITH 10. SHARED DISPOSITIVE POWER 1,147,156
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,147,156
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9%(BASED ON 8,255,329 SHARES OF COMMON STOCK ISSUED AND OUTSTANDING ON
MAY 6, 1998)
14. TYPE OF REPORTING PERSON*
IN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(Continued on following pages)
Page 3 of 10 Pages
Exhibit Index on Page 8
<PAGE> 4
CUSIP NO. 731513 10 7
<TABLE>
<S> <C>
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
WILLIAM CARL DREW
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 35,000
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON
WITH 10. SHARED DISPOSITIVE POWER 35,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4% (BASED ON 8,255,329 SHARES OF COMMON STOCK ISSUED AND
OUTSTANDING ON MAY 6, 1998 AND 10,000 SHARES OF
COMMON STOCK ISSUABLE TO MR. DREW UPON EXERCISE OF PRESENTLY
EXERCISABLE OPTIONS)
14. TYPE OF REPORTING PERSON*
IN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 10 Pages
Exhibit Index on Page 8
<PAGE> 5
STATEMENT PURSUANT TO RULE 13d-1 AND RULE 13d-2
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended by adding the following information.
Larry J. Harris has entered into a Letter Agreement, dated May 15,
1998, with Quad-C, Inc. ("Quad-C") providing, among other things, that Larry J.
Harris and Quad-C will work exclusively with each other to effect the
Proposed Transaction until the Letter Agreement is terminated. A copy of the
Letter Agreement is attached hereto as Exhibit 7.
Page 5 of 10 Pages
Exhibit Index on Page 8
<PAGE> 6
Except as set forth herein or in connection with the Proposed
Transaction, and until such time, if at all, as the Proposed Transaction is
consummated, no Reporting Person has any present plans or proposals that relate
to or would result in: (i) the acquisition of additional securities of the
Company or the disposition of securities of the Company; (ii) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation of the
Company or any of its subsidiaries; (iii) a sale or transfer of a material
amount of assets of the Company or any of its subsidiaries; (iv) any change in
the present board of directors or management of the Company, including any plans
or proposals to change the number or term of directors or to fill any existing
vacancies on the board; (v) any material change in the present capitalization or
dividend policy of the Company; (vi) any other material change in the Company's
business or corporate structure; (vii) any changes in the Company's charter,
by-laws or instruments corresponding thereto or other actions which may impede
the acquisition of control of the Company by any person; (viii) causing a class
of securities of the Company to be delisted from a national securities exchange
or cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (ix) causing a class of equity
securities of the Company to become eligible for termination of registration
pursuant to Section 12(g)(4) of the Exchange Act; or (x) any action similar to
any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety by the following.
(a) The Reporting Persons may be deemed to be a group within the
meaning of Rule 13d-5 under the Exchange Act and, therefore, such group may be
deemed to be the beneficial owner, within the meaning of Rule 13d-3 under the
Exchange Act, of all of the shares of Common Stock beneficially owned by each
member of such group, or an aggregate of 1,262,181 shares of Common Stock of the
Company, representing (based on 8,255,329 shares of Common Stock which were
issued and outstanding on May 6, 1998 and the portion of options to
purchase shares of Common Stock held by any of the Reporting Persons which were
then exercisable or become exercisable within 60 days after the date hereof)
approximately 15.2% of the total of the outstanding shares of Common Stock and
such portion of such options.
Larry J. Harris is the beneficial owner of 1,147,156 (13.9%) shares of
Common Stock. In addition, Larry J. Harris has the right to purchase 80,025
shares of Common Stock at an exercise price of $13.50 per share upon the
exercise of presently exercisable options.
Molly Harris is the beneficial owner of 1,147,156 (13.9%) shares of
Common Stock.
William Carl Drew is the beneficial owner of 25,000 (0.3%) shares of
Common Stock which he jointly owns with rights of survivorship with his spouse,
Laurie Drew. Laurie Drew, a Canadian citizen, is not currently employed and has
a residence address at 11107 Des Moines Court, Cooper City, Florida 33026.
Laurie Drew has not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) during the last five years. During the last
five years, Laurie Drew has not been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of which she 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. In addition, William
Carl Drew (i) has the right to purchase 10,000 shares of Common Stock at an
exercise price of $4.50 per share upon the exercise of presently exercisable
options, (ii) holds options to purchase 8,000 shares of Common Stock at an
exercise price of $4.50 per share, which options become exercisable on April 15,
1999, (iii) holds options to purchase 12,000 shares of Common Stock at an
exercise price of $4.50 per share, which options become exercisable on April 15,
2000, and (iv) holds options to purchase 10,000 shares of Common Stock at an
exercise price of $8.00 per share, one-third of which options become exercisable
on February 4, 1999, 2000 and 2001, respectively.
Page 6 of 10 Pages
Exhibit Index on Page 8
<PAGE> 7
(b) The following is information concerning the nature of each
Reporting Person's beneficial ownership of Common Stock:
<TABLE>
<CAPTION>
Sole Power to Vote or Shared Power to Vote or
Direct the Vote/ Direct the Vote/
Sole Power to Dispose or Shared Power to Dispose or
Direct the Disposition Direct the Disposition
---------------------------- ----------------------------
Number of Shares Number of Shares
---------------------------- ----------------------------
<S> <C> <C>
Larry J. Harris 80,025 1,147,156
Molly Harris 0 1,147,156
William Carl Drew 0 35,000
</TABLE>
Page 7 of 10 Pages
Exhibit Index on Page 8
<PAGE> 8
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
Exhibit Description
<S> <C>
1 Joint Filing Agreement dated as of March 16, 1998 among Larry J.
Harris, Molly Harris and William Carl Drew.*
2 Proposal dated March 6, 1998 on behalf of Larry J. Harris, Molly
Harris and William Carl Drew to the Board of Directors of the
Company (the "Original Proposal").*
3 Letter dated March 8, 1998 on behalf of Larry J. Harris, Molly Harris
and William Carl Drew to the Board of Directors of the Company
withdrawing the Original Proposal.*
4 Revised Proposal dated March 13, 1998 on behalf of Larry J. Harris,
Molly Harris and William Carl Drew to the Board of Directors of the
Company.*
5 Letter of Interest dated March 12, 1998 from Quad-C, Inc. to Larry J. Harris.*
6 Letter Agreement dated March 12, 1998 between Quad-C, Inc. and Larry J. Harris.*
7 Letter Agreement dated May 15, 1998 between Quad-C, Inc. and Larry J. Harris.
- ---------------
*Previously filed.
</TABLE>
Page 8 of 10 Pages
Exhibit Index on Page 8
<PAGE> 9
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true,
complete and correct.
Dated: May 21, 1998
/s/ Larry J. Harris
----------------------------------
Larry J. Harris
/s/ Molly Harris
----------------------------------
Molly Harris
/s/ William Carl Drew
----------------------------------
William Carl Drew
Page 9 of 10 Pages
Exhibit Index on Page 8
<PAGE> 1
EXHIBIT 7
Letter Agreement between
Quad-C, Inc. and Larry J. Harris
dated May 15, 1998
Mr. Larry J. Harris
10221 Southwest 143rd Street
Miami, Florida 33176
Dear Larry:
Reference is made to our letter to you dated March 12, 1998 with
respect to our proposal in connection with your bid to acquire Pollo Tropical,
Inc. This letter agreement confirms your agreement that in recognition of the
undertaking set forth in our proposal and the effort and expense we have
incurred and will be incurring with respect thereto, you will work exclusively
with Quad-C, Inc. and Quad-C, Inc. will work exclusively with you, in seeking
to effect the acquisition, unless and until this letter agreement is terminated.
You further agree that in the event an agreement of sale, merger or
recapitalization is entered into by Pollo Tropical, Inc. within 30 days of the
date hereof with a party other than Quad-C, Inc. providing for the conversion
of the outstanding common stock of Pollo Tropical, Inc. into cash or securities
of another issuer and such transaction is consummated at an effective price per
share above $10.00, then upon consummation of such transaction you shall pay to
Quad-C, Inc. the lesser of (i) Quad-C, Inc.'s reasonable documented direct
out-of-pocket expenses, including expenses paid by Quad-C, Inc. to its
financial, legal, accounting and other advisors, in connection with this
transaction, or (ii) 50% of (A) the proceeds received by you in excess of
$10.00 per share in connection with the conversion of Pollo Tropical, Inc.
common stock held by you in such transaction, minus (B) $375,000.
This letter agreement will terminate upon the earlier to occur of (i)
termination by Quad-C, Inc. of its proposal for the acquisition of Pollo
Tropical, Inc. or (ii) 30 days from the date hereof. Each of the parties agrees
to negotiate in good faith during the next 30 days to reach a mutually
satisfactory agreement regarding the terms of a transaction between you and
Quad-C, Inc.
Sincerely yours,
/s/ Edward T. Harvey
-----------------------------------
Edward T. Harvey
Agreed:
/s/ Larry J. Harris
- -----------------------
Larry J. Harris
Page 10 of 10 Pages
Exhibit Index on Page 8
