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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
------
Boston Restaurant Associates, Inc. (f/k/a Capucino's Inc.)
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock $.01 par value per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
0-18369
- --------------------------------------------------------------------------------
(CUSIP Number)
George R. Chapdelaine, 999 Broadway, Saugus, MA 01906, (617) 231-7575
- --------------------------------------------------------------------------------
Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
31 December, 1996
- --------------------------------------------------------------------------------
(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 [ ]. (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-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 ("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>
SCHEDULE 13D
- ----------------------------- -------------------
CUSIP No. 0-18369 Page 2 of 10 Pages
- ----------------------------- -------------------
- --------------------------------------------------------------------------------
1 | NAME OF REPORTING PERSON
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
| George R. Chapdelaine
- ------|-------------------------------------------------------------------------
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
| (b) [x]
|
- ------|-------------------------------------------------------------------------
3 | SEC USE ONLY
|
- ------|-------------------------------------------------------------------------
4 | SOURCE OF FUNDS*
|
| 00
- ------|-------------------------------------------------------------------------
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
| TO ITEMS 2(d) OR 2(e) [ ]
- ------|-------------------------------------------------------------------------
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
| U.S.A.
- ------|-------------------------------------------------------------------------
| 7 SOLE VOTING POWER
| 222,600 Options to purchase Common Stock
NUMBER OF | -------------------------------------------------------
SHARES | 8 SHARED VOTING POWER
BENEFICIALLY | 522,390 Shares of Common Stock
OWNED BY | -------------------------------------------------------
EACH | 9 SOLE DISPOSITIVE POWER
REPORTING | 222,600 Options to purchase Common Stock
PERSON | -------------------------------------------------------
WITH | 10 SHARED DISPOSITIVE POWER
| 522,390 Shares of Common Stock
- ------|-------------------------------------------------------------------------
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 744,990
- ------|-------------------------------------------------------------------------
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
| [ ]
- ------|-------------------------------------------------------------------------
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| 14.2% 10.4% Common Stock 3.8% Options
- ------|-------------------------------------------------------------------------
14 | TYPE OF REPORTING PERSON*
| IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------------- -------------------
CUSIP No. 0-18369 Page 3 of 10 Pages
- ----------------------------- -------------------
- --------------------------------------------------------------------------------
1 | NAME OF REPORTING PERSON
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
| John P. Polcari, Jr.
- ------|-------------------------------------------------------------------------
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
| (b) [x]
|
- ------|-------------------------------------------------------------------------
3 | SEC USE ONLY
|
- ------|-------------------------------------------------------------------------
4 | SOURCE OF FUNDS*
|
| 00
- ------|-------------------------------------------------------------------------
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
| TO ITEMS 2(d) OR 2(e) [ ]
- ------|-------------------------------------------------------------------------
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
| U.S.A.
- ------|-------------------------------------------------------------------------
| 7 SOLE VOTING POWER
| 210,000 Options
NUMBER OF | -------------------------------------------------------
SHARES | 8 SHARED VOTING POWER
BENEFICIALLY | 522,390 Common Stock, 78,150 Common Stock
OWNED BY | (spouse)
EACH | -------------------------------------------------------
REPORTING | 9 SOLE DISPOSITIVE POWER
PERSON | 210,000 Options
WITH | -------------------------------------------------------
| 10 SHARED DISPOSITIVE POWER
| 522,390 Common Stock, 78,150 Common Stock
| (spouse)
- ------|-------------------------------------------------------------------------
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 810,540
- ------|-------------------------------------------------------------------------
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
| [ ]
- ------|-------------------------------------------------------------------------
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| 15.5% 11.5% Common Stock 4.0% Stock Options
- ------|-------------------------------------------------------------------------
14 | TYPE OF REPORTING PERSON*
| IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Item 1. Security and Issuer.
-------------------
The securities to which this Schedule 13D relates (the "Securities")
are the shares of Common Stock, $.01 par value ("Common Stock"), of Boston
Restaurant Associates, Inc. (f/k/a Capucino's, Inc.) a Delaware corporation (the
"Issuer") whose principal executive offices are located at 999 Broadway, Saugus,
Massachusetts 01906.
Item 2. Identity and Background.
-----------------------
(a) (i) George R. Chapdelaine, Voting Trustee and individually
(ii) John P. Polcari, Jr., Voting Trustee and individually
(b) (i) C/O Boston Restaurant Associates, Inc.
999 Broadway
Saugus, Massachusetts 01906
(ii) C/O Boston Restaurant Associates, Inc.
999 Broadway
Saugus, Massachusetts 01906
(c) (i) President, Chief Executive Officer and
Director of the Issuer
999 Broadway
Saugus, Massachusetts 01906
(ii) Treasurer and Director of the Issuer
999 Broadway
Saugus, Massachusetts 01906
(d) Neither of the undersigned persons, during the last five years,
has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Neither of the undersigned persons, during the last five years,
has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and neither 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.
(f) Each of the undersigned persons is a citizen of the United States
of America.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
-4-
<PAGE>
A portion of the Securities were obtained pursuant to a Stock of Stock
Purchase Agreement dated March 17, 1994 (the "Purchase Agreement") between the
Issuer, George R. Chapdelaine and John P. Polcari, Jr. each as a Voting Trustee
pursuant to a Voting Trust Agreement dated as of September 30, 1987, as amended
and restated as of April 2, 1990 and as amended and restated as of April 28,
1994 (the "Voting Trust"). Pursuant to the Purchase Agreement, the Issuer
acquired all the issued and outstanding shares of the Common Stock of Boston
Restaurant Associates, Inc. a Delaware corporation ("BRAI") which was wholly
owned by the undersigned as Voting Trustees, in exchange for the securities to
which this statement relates. The remainder of the securities reflects (i)
shares eligible for purchase under presently exercisable stock options issued to
George R. Chapdelaine and John P. Polcari, Jr. and (ii) in the case of John P.
Polcari, Jr. securities held by Mr. Polcari's spouse. No cash was paid by the
undersigned in connection with this transaction.
Item 4. Purpose of Transaction
----------------------
Securities identified as shares held in the Voting Trust existed at
the time of filing the original 13D to which Amendment No. 1 relates.
In connection with their personal guarantee of certain indebtedness of
the Issuer, Messrs. George R. Chapdelaine and John P. Polcari, Jr. were issued
options to purchase 222,600 and 210,000 shares of common stock, respectively.
Other than the possible exercise of the options described above, the
undersigned have no current plans or proposals which relate to or would result
in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(d) 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;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
-5-
<PAGE>
(g) Changes 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;
(h) Causing a class of securities of the Issuer 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;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g) (4) of the
Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
(a) The undersigned are the voting trustees (the "Voting Trustees")
under the Voting Trust Agreement. The Voting Trust holds
1,265,150 shares of the Issuer's Common Stock representing 25.2%
of the Issuer's outstanding Common Stock (based upon the number
of shares outstanding of the Issuer's Common Stock as reported in
its Quarterly Report on Form 10-QSB for the period ending October
27, 1996). As the Voting Trustees of the Voting Trust, both of
the Voting Trustees could be deemed to beneficially own all of
the shares of the Issuer's Common Stock held in the Voting Trust.
The Voting Trustees also constitute two of the five beneficiaries
of the Voting Trust. The beneficiaries of the Voting Trust and
their respective percentage interest in such Trust are as
follows: (i) George R. Chapdelaine (41.3%); (ii) John P. Polcari,
Jr. (41.3%); (iii) Anthony A. Polcari (6.53%); (iv) Mary Polcari
(6.53%); (v) Lucie Salhany (4.35%). If the Voting Trust were
dissolved and the securities held in the Trust were distributed
to the beneficiaries thereof, George R. Chapdelaine and John P.
Polcari, Jr. would each receive 522,390 shares of common stock of
the Issuer, Anthony A. Polcari and Mary Polcari would each
receive 82,691 shares of Common Stock of the Issuer, Lucie
Salhany would receive 54,988 shares of Common Stock of the Issuer
and options and aggregated percent ownership.
In addition, George R. Chapdelaine was issued options to purchase
222,600 and 210,000 shares of common stock, plus 78,150 shares
were held by Mr. Polcari's spouse.
-6-
<PAGE>
In accordance with Section 240.13d-4, each of the undersigned
expressly declares that the filing of this statement shall not be
construed as an admission that he is, for purposes of Section
13(d) or Section 13(g) of the Act, the beneficial owner of any
securities of the Issuer other than (i) that number of shares as
each of them would be entitled to receive if the Voting Trust
were dissolved and the securities held therein were distributed
to the beneficiaries of such Trust (as set forth above) and (ii)
securities underlying the options of each of Mr. Chapdelaine and
Mr. Polcari.
(b) Mr. Chapdelaine and Mr. Polcari share the power to vote or to
direct the vote and the power to dispose or direct the
disposition of all shares held in the Voting Trust. Mr.
Chapdelaine and Mr. Polcari each have sole power to vote or to
direct the vote and sole power to dispose or direct the
disposition of all shares underlying their respective options.
Mr. Polcari shares the power to vote or direct the vote and the
power to dispose or direct the disposition of the shares held by
or jointly with his spouse.
(c) None.
(d) The beneficiaries of the Voting Trust have the right to receive
all cash dividends from and the proceeds from the sale of the
securities of the Issuer held in the Voting Trust. The
beneficiaries of the Voting Trust and their respective percentage
interest in such Trust are as follows: (i) George R. Chapdelaine
(41.3%); (ii) John P. Polcari, Jr. (41.3%); (iii) Anthony A.
Polcari (6.53%); (iv) Mary Polcari (6.53%); and (v) Lucie Salhany
(3.65%).
(e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
--------------------------------------------------------------
The Voting Trustees are party to the Voting Trust Agreement with the
beneficiaries (named above) of the Voting Trust pursuant to which the
beneficiaries of the Voting Trust have vested full voting power and the power to
dispose of the trust corpus in the Voting Trustees.
Item 7. Material to be Filed as Exhibits.
---------------------------------
Exhibit A Stock for Stock Purchase Agreement dated March 17, 1994 by
--------- and among the Issuer and the Voting Trustees.*
-7-
<PAGE>
Exhibit B Voting Trust Agreement as Amended and restated as of
--------- April 28, 1994 by and among the Voting Trustees, George
R. Chapdelaine, individually, John P. Polcari, Jr.,
individually, Anthony and Mary Polcari, as joint tenants
with rights of survivorship.*
Exhibit C Agreement in writing to file this Schedule 13D as a
--------- joint filing.
Exhibit D Irrevocable Proxy, dated April 29, 1994, of the Voting
--------- trustees.*
Exhibit E Original Schedule 13D to which this Amendment No. 1
--------- relates (the "Original Schedule 13D").
*Previously filed with the Original Schedule 13D
-8-
<PAGE>
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.
February 5, 1997 By: /s/ George Chapdelaine
--------------------------------
George R. Chapdelaine as
Voting Trustee and Individually
By: /s/ John P. Polcari
--------------------------------
John P. Polcari as
Voting Trustee and Individually
-9-
Exhibit C
SCHEDULE 13D
The undersigned hereby express our agreement that the attached
Amendment No. 1 to Schedule 13D is filed on behalf of each of us.
February 5, 1997 By: /s/ George R. Chapdelaine
-----------------------------
George R. Chapdelaine
Voting Trustee
By: /s/ John P. Polcari
-----------------------------
John P. Polcari
Voting Trustee
-10-
Exhibit E
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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. )*
------
Capucino's Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock $.01 par value per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
14074H 10 4
- --------------------------------------------------------------------------------
(CUSIP Number)
Gordon R. Penman, Esq.
Brown, Rudnick, Freed & Gesmer
One Financial Center, Boston, MA 02111 - (617) 330-9000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 29, 1994
- --------------------------------------------------------------------------------
(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]. (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-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 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).
<PAGE>
SCHEDULE 13D
- ----------------------------- -------------------
CUSIP No. 14074H 10 4 Page 2 of 9 Pages
- ----------------------------- -------------------
- --------------------------------------------------------------------------------
1 | NAME OF REPORTING PERSON
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
| George R. Chapdelaine
- ------|-------------------------------------------------------------------------
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
| (b) [x]
|
- ------|-------------------------------------------------------------------------
3 | SEC USE ONLY
|
- ------|-------------------------------------------------------------------------
4 | SOURCE OF FUNDS*
|
| 00
- ------|-------------------------------------------------------------------------
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
| TO ITEMS 2(d) OR 2(e) [ ]
- ------|-------------------------------------------------------------------------
6 | CITIZENSHIP OF PLACE OF ORGANIZATION
| United States of America
- ------|-------------------------------------------------------------------------
| 7 SOLE VOTING POWER
|
NUMBER OF | -------------------------------------------------------
SHARES | 8 SHARED VOTING POWER
BENEFICIALLY | 13,825,875
OWNED BY | -------------------------------------------------------
EACH | 9 SOLE DISPOSITIVE POWER
REPORTING |
PERSON | -------------------------------------------------------
WITH | 10 SHARED DISPOSITIVE POWER
| 13,825,875
- ------|-------------------------------------------------------------------------
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 13,825,875
- ------|-------------------------------------------------------------------------
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
| [ ]
- ------|-------------------------------------------------------------------------
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| 60%
- ------|-------------------------------------------------------------------------
14 | TYPE OF REPORTING PERSON*
| IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
- ----------------------------- -------------------
CUSIP No. 14074H 10 4 Page 3 of 9 Pages
- ----------------------------- -------------------
- --------------------------------------------------------------------------------
1 | NAME OF REPORTING PERSON
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
| John P. Polcari, Jr.
- ------|-------------------------------------------------------------------------
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
| (b) [x]
|
- ------|-------------------------------------------------------------------------
3 | SEC USE ONLY
|
- ------|-------------------------------------------------------------------------
4 | SOURCE OF FUNDS*
|
| 00
- ------|-------------------------------------------------------------------------
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 of America
- ------|-------------------------------------------------------------------------
| 7 SOLE VOTING POWER
|
NUMBER OF | -------------------------------------------------------
SHARES | 8 SHARED VOTING POWER
BENEFICIALLY | 13,825,875
OWNED BY | -------------------------------------------------------
EACH | 9 SOLE DISPOSITIVE POWER
REPORTING |
PERSON | -------------------------------------------------------
WITH | 10 SHARED DISPOSITIVE POWER
| 13,825,875
- ------|-------------------------------------------------------------------------
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 13,825,875
- ------|-------------------------------------------------------------------------
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
| [ ]
- ------|-------------------------------------------------------------------------
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| 60%
- ------|-------------------------------------------------------------------------
14 | TYPE OF REPORTING PERSON*
| IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
-------------------
The securities to which this Schedule 13D relates (the
"Securities") are the shares of Common Stock, $.01 par value ("Common Stock"),
of Capucino's, Inc., a Delaware corporation (the "Issuer"), whose principal
executive offices are located at 205 Portland Street, Boston, Massachusetts
02114.
Item 2. Identity and Background.
-----------------------
(a) (i) George R. Chapdelaine, Voting Trustee
(ii) John P. Polcari, Jr., Voting Trustee
(b) (i) c/o Capucino's, Inc.
205 Portland Street
Boston, Massachusetts 02114
(ii) c/o Capucino's, Inc.
205 Portland Street
Boston, Massachusetts 02114
(c) (i) President, Chief Executive Officer and
Director of the Issuer
205 Portland Street
Boston, Massachusetts 02114
(ii) Treasurer and Director of the Issuer
205 Portland Street
Boston, Massachusetts 02114
(d) Neither of the undersigned persons, during the last five
years, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) Neither of the undersigned persons, during the last five
years, has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction
and neither 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.
(f) Each of the undersigned persons is a citizen of the
United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
<PAGE>
The Securities were obtained pursuant to a Stock for Stock
Purchase Agreement dated March 17, 1994 (the "Purchase Agreement") between the
Issuer, George R. Chapdelaine and John P. Polcari, each as a Voting Trustee
pursuant to a Voting Trust Agreement dated as of September 30, 1987, as amended
and restated as of April 2, 1990 and as amended and restated as of April 28,
1994 (the "Voting Trust"). Pursuant to the Purchase Agreement, the Issuer
acquired all the issued and outstanding shares of Common Stock of Boston
Restaurant Associates, Inc., a Massachusetts corporation ("BRA") which was
wholly owned by the undersigned as voting trustees, in exchange for the
securities to which this statement relates. No cash was paid by the undersigned
in connection with this transaction.
Item 4. Purpose of Transaction.
----------------------
The purpose of the above-described transaction (the
"Transaction") was to combine BRA and the Issuer and, in connection therewith,
to transfer control of the combined entities to the undersigned. Pursuant to the
Purchase Agreement, (i) two directors of the Issuer resigned, Danny L. McDaniel
resigned as Acting Chief Executive Officer and Acting President of the Issuer,
and Gregory Chenail resigned as Treasurer of the Issuer, (ii) George R.
Chapdelaine has been elected as President and Chief Executive Officer of the
Issuer, (iii) John P. Polcari, Jr. has been elected as Treasurer of the Issuer,
and (iv) both Mr. Chapdelaine and Mr. Polcari have been elected as directors of
the Issuer. Accordingly, Mr. Chapdelaine and Mr. Polcari control half of the
votes of the Board of Directors of the Issuer. There is presently one vacant
Board seat and the undersigned anticipate that through their control of half of
the Board and the vote of the Securities, they will control the person, if any,
who will be selected to fill the vacancy.
In connection with the Transaction, the Voting Trustees have given a
their Proxy to George R. Chapdelaine and Danny L. McDaniel, in their capacity as
officers of the Issuer, to vote to vote in favor of either (i) a reverse stock
split or (ii) an increase in the authorized capitalization of the Issuer at the
next meeting of Stockholders of the Issuer.
The undersigned also anticipate that the Issuer will seek additional
financing (debt and/or equity) to fund its increased working capital and other
requirements resulting from the Transaction. The Issuer has had discussions with
potential investors and underwriters in connection therewith. There can be no
assurance that the Issuer will be able to secure such additional financing on
favorable terms, if at all.
Pursuant to an antidilution provision in the Purchase Agreement, if
certain warrants, options or other convertible securities (each of which were
outstanding at the time of the
<PAGE>
execution of the Purchase Agreement) are exercised, the Voting Trust will
receive one and one half (1.5) shares of Common Stock of the Issuer for every
one (1) share of such Common Stock issued upon the exercise of such warrant,
option or convertible security.
Other than as set forth above, the undersigned have no current plans or
proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of
the Issuer, or the disposition of securities of the
Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or
any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) 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;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes 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;
(h) Causing a class of securities of the Issuer 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;
(i) A class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) The undersigned are the voting trustees (the "Voting
Trustees") under the Voting Trust Agreement. The
<PAGE>
Voting Trust holds 13,825,875 shares of the Issuer's
Common Stock representing 60% of the Issuer's outstanding
Common Stock (based upon the number of shares outstanding
of the Issuer's Common Stock as reported in its Quarterly
Report on Form 10-QSB for the period ending January 31,
1994, plus the number of shares of the Issuer's Common
Stock issued in connection with the closing under the
Purchase Agreement). As the Voting Trustees of the Voting
Trust, both of the Voting Trustees could be deemed to
beneficially own all of the shares of the Issuer's Common
Stock held in the Voting Trust.
The Voting Trustees also constitute two of the six
beneficiaries of the Voting Trust. The beneficiaries of
the Voting Trust and their respective percentage interest
in such Trust are as follows: (i) George R. Chapdelaine
(37.8%); (ii) John P. Polcari, Jr. (37.8%); (iii) Anthony
A. Polcari (5.95%); (iv) Mary Polcari (5.95%); (v) Lucie
Salhany (4.0%); and (vi) BayBank, as Trustee of The
Anthony A. Polcari Irrevocable Trust u/d/t dated December
30, 1986 (8.5%). If the Voting Trust were dissolved and
the securities held in the Trust were distributed to the
beneficiaries thereof, George R. Chapdelaine and John P.
Polcari would each receive 5,223,901 shares of common
stock of the Issuer, Anthony A. Polcari and Mary Polcari
would each receive 826,907 shares of Common Stock of the
Issuer, Lucie Salhany would receive 549,884 shares of
Common Stock of the Issuer, and BayBank, as Trustee,
would receive 1,174,375 shares of Common Stock of the
Issuer.
In accordance with Section 240.13d-4, each of the
undersigned expressly declares that the filing of this
statement shall not be construed as an admission that he
is, for purposes of Section 13(d) or Section 13(g) of the
Act, the beneficial owner of any securities of the Issuer
other than that number of shares as each of them would be
entitled to receive if the Voting Trust were dissolved
and the securities held therein were distributed to the
beneficiaries of such Trust (as set forth above).
(b) Each of the Voting Trustees shares the power to vote or
to direct the vote and the power to dispose or direct the
disposition of all of the shares held in the Voting
Trust.
(c) None
<PAGE>
(d) The beneficiaries of the Voting Trust have the right to
receive all cash dividends from and the proceeds from the
sale of the securities of the Issuer held in the Voting
Trust. The beneficiaries of the Voting Trust and their
respective percentage interest in such Trust are as
follows: (i) George R. Chapdelaine (37.8%); (ii) John P.
Polcari, Jr. (37.8%); (iii) Anthony A. Polcari (5.95%);
(iv) Mary Polcari (5.95%); (v) Lucie Salhany (4.0%); and
(vi) BayBank, as Trustee of The Anthony A. Polcari
Irrevocable Trust u/d/t dated December 30, 1986 (8.5%).
(e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
-------------------------------------------------------------
The Voting Trustees are party to the Voting Trust Agreement with
the beneficiaries (named above) of the Voting Trust pursuant to which the
beneficiaries of the Voting Trust have vested full voting power and the power to
dispose of the trust corpus in the Voting Trustees.
In connection with the closing under the Purchase Agreement, the
Voting Trustees executed an irrevocable proxy naming George R. Chapdelaine and
Danny L. McDaniel as Proxies to vote the shares held in the Voting Trust in
favor of a reverse stock split or to increase the number of authorized shares of
the Issuer, in each case at the next annual meeting of the shareholders of the
Issuer.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit A Stock for Stock Purchase Agreement dated March 17, 1994
--------- by and among the Issuer and the Voting Trustees.
Exhibit B Voting Trust Agreement as Amended and Restated as of
--------- April 28, 1994, by and among the Voting Trustees, George
R. Chapdelaine, individually, John P. Polcari, Jr.,
individually, Anthony and Mary Polcari, as joint tenants
with rights of survivorship and BayBank, as Trustee for
the Anthony A. Polcari Irrevocable Trust u/d/t dated
December 30, 1986.
Exhibit C Agreement in writing to file this Schedule 13D as a
--------- joint filing.
<PAGE>
Exhibit D Irrevocable Proxy, dated April 29, 1994, of the Voting
--------- Trustees.
