SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ROADHOUSE GRILL, INC.
(Name of Issuer)
COMMON STOCK, $.03 PAR VALUE
(Title of Class of Securities)
76972510
(Cusip Number)
Richard E. Schatz, Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
150 WEST FLAGLER STREET, MIAMI, FLORIDA 33130 (305) 789-3200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
SEPTEMBER 30, 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 the Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g); check
the following box [ ].
*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.
(Continued on following page(s))
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CUSIP NO. 76972510 13D PAGE 2
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BERJAYA GROUP (CAYMAN) LIMITED
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2 Check the appropriate Box if a Member of a Group (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS
2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF 7 SOLE VOTING POWER
SHARES 6,035,466
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BENEFI- 8 SHARED VOTING POWER
CIALLY 0
----------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 6,035,466
----------------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,035,466
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.1%
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14 TYPE OF REPORTING PERSON
CO
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Item 1. SECURITY AND ISSUER.
The class of securities to which this Schedule relates is the Common
Stock, par value $.03 per share (the "Common Stock"), of Roadhouse Grill, Inc.
(the "Issuer"). The principal executive offices of the Issuer are located at
6600 North Andrews Avenue, Suite 160, Ft. Lauderdale, Florida 33309.
Item 2. IDENTITY AND BACKGROUND.
This Schedule is filed by Berjaya Group (Cayman) Limited, a corporation
organized under the laws of the Cayman Islands ("Berjaya"), the principal
business and offices of which are located at Level 28, Menara Shahzan Insas, 30
Jalan Sultan Ismail, Kuala Lumpur, Malaysia. Berjaya is a wholly owned
subsidiary of Berjaya Group Berhad, a corporation organized under the laws of
Malaysia. The principal business of Berjaya is to serve as an investment holding
company for Berjaya Group Berhad. Berjaya Group Berhad's registered offices are
located at Level 17, Menara Shahzan Insas, 30 Jalan Sultan Ismail, Kuala Lumpur,
Malaysia and its principal business consists of investment holding and the
provision of management services.
Information as to the identity and background of the directors and
executive officers of Berjaya and Berjaya Group Berhad is set forth in Appendix
A attached hereto, which is incorporated herein by reference. All such officers
and directors are citizens of Malaysia.
Neither Berjaya, Berjaya Group Berhad nor, to the best knowledge of
Berjaya, any of the directors, executive officers or controlling persons of
Berjaya or Berjaya Group Berhad has, during the last five years, (a) been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors) or (b) 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 activity subject to, federal
or state securities laws or finding any violations with respect to such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Immediately prior to the Issuer's initial offering of Common Stock to
the public on November 26, 1996 (the "Initial Offering"), Berjaya owned
5,302,133 shares of Common Stock. In connection with the Initial Offering,
Berjaya purchased an additional 333,333 shares of Common Stock at a price of
$6.00 per share with funds from its working capital.
Pursuant to two unsecured promissory notes, dated August 16, 1996 and
September 27, 1996, the Issuer borrowed from Berjaya $2,000,000 and $3,000,000,
respectively. On September 30, 1998, Berjaya and the Issuer entered into a
conversion agreement (the "Conversion Agreement") whereby Berjaya forgave the
Issuer's remaining indebtedness of $1,500,000 in consideration for 400,000
shares of Common Stock (representing a price of $3.75 per share).
Item 4. PURPOSE OF TRANSACTION.
Berjaya intends to maintain the shares of Common Stock as an
investment. Berjaya may acquire additional Common Stock (subject to availability
of Common Stock at prices deemed favorable) in the open market, in privately
negotiated transactions, by tender offer or otherwise. Alternatively, Berjaya
reserves the right to dispose of some or all of its Common Stock in the open
market or in privately negotiated transactions or otherwise depending upon the
course of actions
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that Berjaya or the Issuer pursue, market conditions and other factors. Although
the foregoing represents the range of activities presently contemplated by
Berjaya with respect to the Common Stock, it should be noted that the possible
activities of Berjaya are subject to change at any time.
Except as otherwise stated herein, neither Berjaya nor Berjaya Group
Berhad has present plans or proposals which relate to or would result in any of
the actions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
As of the date hereof Berjaya is the beneficial owner of 6,035,466
shares representing 62.1% of the outstanding shares of Common Stock based on
9,708,741 shares of Common Stock outstanding as of August 10, 1998 as reported
on the Issuer's Quarterly Report on Form 10-Q for the period ended July 26, 1998
plus the additional shares of Common Stock issued to Berjaya pursuant to the
Conversion Agreement. Berjaya possesses sole voting and dispositive power with
respect to all such shares of Common Stock.
Except as otherwise reported under Item 3 herein, neither Berjaya,
Berjaya Group Berhad nor, to the best knowledge of Berjaya, any executive
officer, director or controlling person of Berjaya or Berjaya Group Berhad, has
engaged in any transaction involving the Common Stock in the last 60 days.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Pursuant to two unsecured promissory notes dated August 16, 1996 and
September 27, 1996, the Issuer borrowed from Berjaya $2,000,000 and $3,000,000,
respectively. On November 28, 1997 and January 9, 1998, the Issuer made payments
to Berjaya of $2,000,000 and $1,500,000, respectively. On September 30, 1998,
Berjaya and the Issuer entered into the Conversion Agreement whereby Berjaya
forgave the Issuer remaining indebtedness of $1,500,000 in consideration for
400,000 shares of Common Stock.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Conversion Agreement, by and between Berjaya and Issuer, dated September 30,
1998.
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SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
Schedule 13D is true, complete and correct.
Berjaya Group (Cayman) Limited
/S/ ROBERT YONG KUEN LOKE
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Date: October 13, 1998 Name: Robert Yong Kuen Loke
Title: Director
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APPENDIX A
The following information is set forth as to directors and persons who
may be deemed to be executive officers of Berjaya.
NAME EMPLOYER AND ADDRESS:
AND POSITION
WITH BERJAYA Berjaya Group (Cayman) Limited
Level 17, Menara Shahzan Insas
30 Jalan Sultan Ismail
Kuala Lumpur, Malaysia
Tan Sri Dato' Seri
Tan Chee Yioun
Director
Dato' Tan Chee Sing
Director
Robert Yong Kuen Loke
Director
Chan Kien Sing
Director
The following information is set forth as to directors and persons who
may be deemed to be executive officers of Berjaya Group Berhad.
NAME EMPLOYER AND ADDRESS:
AND POSITION WITH
BERJAYA BERHAD GROUP Berjaya Group Berhad
Level 17, Menara Shahzan Insas
30 Jalan Sultan Ismail
Kuala Lumpur, Malaysia
Tan Sri Dato' Seri
Tan Chee Yioun
Chairman/Chief Executive Officer
Dato' Tan Chee Sing
Managing Director
Tan Sri Dato'
Tan Kok Ping
Executive Director
Tan Sri Datuk Abdul
Rahim Bin Haji Din
Executive Director
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NAME EMPLOYER AND ADDRESS:
AND POSITION WITH
BERJAYA BERHAD GROUP Berjaya Group Berhad
Level 17, Menara Shahzan Insas
30 Jalan Sultan Ismail
Kuala Lumpur, Malaysia
Robert Yong Kuen Loke
Executive Director
Chan Kien Sing
Executive Director
Freddie Pang Hock Cheng
Executive Director
Robin Tan Yeong Ching
Executive Director
Khaw Ooi Tong
Executive Director
Dato' Thong Kok Khee
Director
Dato' Suleiman Bin
Mohd Noor
Director
Adam Bin Bachek
Director
YM Raja Ahmad
Aminollah Bin
Raja Abdullah
Director
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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1. Conversion Agreement, by and between Berjaya and Issuer,
dated September 30, 1998.
CONVERSION AGREEMENT
THIS CONVERSION AGREEMENT (this "Agreement") is entered into as of
September 30, 1998, between ROADHOUSE GRILL, INC., a Florida corporation (the
"Company"), and BERJAYA GROUP (CAYMAN) LIMITED ("Berjaya"), a Cayman Islands
corporation.
PRELIMINARY STATEMENTS
WHEREAS, the Company borrowed $2,000,000 from Berjaya pursuant to an
unsecured Promissory Note dated August 16, 1996 (the "August Promissory Note")
and borrowed an additional $3,000,000 from Berjaya pursuant to an unsecured
Promissory Note dated September 27, 1996 (together with the August Promissory
Note, the "Notes"); and
WHEREAS, on November 28, 1997, the Company repaid $2,000,000 of its
outstanding indebtedness to Berjaya under the Notes, and, on January 9, 1998,
the Company repaid an additional $1,500,000 of its outstanding indebtedness to
Berjaya under the Notes; and
WHEREAS, the Company's aggregate remaining indebtedness to Berjaya
under the Notes (the "Remaining Indebtedness") is $1,500,000 as of the date
hereof; and
WHEREAS, the Company and Berjaya desire to convert the Remaining
Indebtedness into shares of the Common Stock, par value $0.03 per share, of the
Company (the "Common Stock") and, in connection therewith, to discharge the
Company from its remaining obligations to Berjaya under the Notes.
NOW THEREFORE, in consideration of the preliminary statements and the
respective covenants, representations and warranties contained in this Agreement
and other good and valid consideration the parties hereto agree as follows.
1. CONVERSION OF REMAINING INDEBTEDNESS. Effective as of the date
hereof, the Remaining Indebtedness shall, by virtue of this Agreement and
without any further action on the part of Berjaya, be converted into and
exchangeable for the number of shares of Common Stock (the "Exchange Shares")
equal to the aggregate amount of the Remaining Indebtedness divided by $3.75,
the closing price of the Common Stock as reported on the Nasdaq National Market
on February 8, 1998.
2. ISSUANCE OF CERTIFICATES REPRESENTING EXCHANGE SHARES. As soon as
practicable after the execution of this Agreement, Berjaya shall surrender the
Notes to the Company or its duly appointed agent for cancellation. Upon receipt
and cancellation of such surrendered Notes, the Company shall issue and exchange
therefor certificates representing the Exchange Shares to which Berjaya is
entitled.
3. DIVIDENDS. No dividends or other distributions declared after the
date hereof with respect to the Exchange Shares and payable after the date
hereof shall be paid with respect to the
<PAGE>
Exchange Shares until any unsurrendered Notes are surrendered and canceled as
provided herein. Upon the surrender and cancellation of any such Notes, however,
there shall be paid to the record holder of the certificates representing
Exchange Shares the aggregate amount of dividends and distributions, if any,
which theretofore became payable in respect of the Exchange Shares, subject in
any case to any applicable escheat laws and unclaimed property laws. No interest
shall be payable on or in respect of the payment of such dividends upon the
surrender and cancellation of outstanding Notes.
4. RELEASE FROM OBLIGATIONS. Other than with respect to the issuance of
the Exchange Shares upon surrender and cancellation of the Notes as hereinabove
set forth, Berjaya hereby unconditionally and irrevocably releases and forever
discharges, effective as of the date hereof, the Company and each of its
subsidiaries and their respective officers, directors, employees and agents,
from any and all rights, claims, demands, judgments, obligations, liabilities
and damages, whether accrued or unaccrued, asserted or unasserted, and whether
known or unknown, relating directly or indirectly to the Notes or the Remaining
Indebtedness which ever existed, now exist, or may hereafter exist, by reason of
any tort, breach of contract, violation of law or other act or failure to act
which shall have occurred at or prior to the date hereof (other than claims
based on actual fraud). Berjaya expressly intends that the foregoing release
shall be effective regardless of whether the basis for any claim or right hereby
released shall have been known to or anticipated by Berjaya. The provisions of
this Section 4 are expressly intended to be for the benefit of the Company and
each of its subsidiaries and their respective officers, directors, employees and
agents.
5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby
represents and warrants to Berjaya as follows:
a. DUE AUTHORIZATION AND EXECUTION. The execution and delivery
of this Agreement by the Company and the consummation of the transactions
contemplated hereby have been duly and validly authorized by all necessary
corporate action on the part of the Company and, subject to the terms and
conditions of this Agreement, constitutes the legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with
its terms.
b. AUTHORIZATION OF EXCHANGE SHARES. All Exchange Shares
issuable pursuant to this Agreement will, upon issuance in accordance with the
terms of this Agreement, be duly authorized, validly issued, fully paid and
non-assessable. All Exchange Shares shall constitute shares of the Company's
Common Stock.
6. REPRESENTATIONS AND WARRANTIES OF BERJAYA. Berjaya hereby represents
and warrants to the Company as follows:
a. DUE AUTHORIZATION AND EXECUTION. The execution and delivery
of this Agreement by Berjaya and the consummation of the transactions
contemplated hereby have been duly and validly authorized by all necessary
corporate action on the part of Berjaya and, subject to
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the terms and conditions of this Agreement, constitutes the legal, valid and
binding obligations of Berjaya, enforceable against Berjaya in accordance with
its terms.
b. OWNERSHIP OF NOTES. Berjaya is the sole record and
beneficial owner of each of the Notes. Berjaya owns the Notes free and clear of
any liens, pledges, charges, rights, claims, interest, options or other
encumbrances, restrictions, limitations or third-party rights of any kind, and
no other person or entity has any option or other right, or claim or interest of
any kind to purchase, acquire or receive the economic or other benefits of the
Notes.
c. INVESTMENT REPRESENTATIONS. Berjaya is acquiring the
Exchange Shares for its own account for investment and not with a view towards
any resale or distribution of all or any part thereof. Berjaya understands and
acknowledges that (i) the Exchange Shares are being offered and sold to it
without registration under the Securities Act of 1933, as amended, and the rules
and regulations promulgated thereunder (the "Securities Act") in a private
placement that is exempt from the registration provisions thereof; (ii) Berjaya
is an "Accredited Investor" within the meaning of the Securities Act; (iii) the
availability of such exemption depends, in part, on the accuracy and
truthfulness of the foregoing representations; and (iv) the Company will rely
upon the foregoing representations of Berjaya, and Berjaya hereby consents to
such reliance. Berjaya understands and agrees that the certificates evidencing
the Exchange Shares will bear an appropriate legend evidencing the restricted
nature of such Exchange Shares and indicating that no transfer of any of such
shares may be made unless they are registered under the Securities Act or an
exemption from such registration is available and that the Company may instruct
its transfer agent not to transfer any such shares unless such transfer shall be
made in compliance with such legend.
7. REGISTRATION RIGHTS. If at any time or from time to time, the
Company shall propose to register any securities for public sale under the
Securities Act, then the Company shall give Berjaya prompt notice of the
proposed registration and shall include in such registration on the same terms
and conditions as the other securities included in such registration such number
of Exchange Shares as Berjaya shall request within 15 business days after the
giving of such notice; PROVIDED, HOWEVER, that the Company may at any time prior
to the effectiveness of any such registration statement, in its sole discretion
and without the consent of Berjaya abandon the proposed offering in which
Berjaya had requested to participate. Notwithstanding the foregoing, (i) the
Company shall not be obligated to include such Exchange Shares in such offering
if the Company is advised in writing by the managing underwriter or underwriters
of such offering that such offering would in its or their good faith judgment be
materially adversely affected by such inclusion; PROVIDED, HOWEVER, that the
Company shall in any case by obligated to include such number or amount of
Exchange Shares in such offering, if any, as such underwriter or underwriters
shall determine will not materially adversely affect such offering, and (ii) the
Company shall not be obligated to effect any registration of such Exchange
Shares incidental to the registration by the Company of any of its securities in
connection with mergers, acquisitions, exchange offers, subscription offers,
dividend reinvestment plans or stock option or other director or employee
benefit plans. Berjaya shall be entitled to withdraw any or all of its Exchange
Shares included in any such registration at any time before its agreement to
sell such securities.
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8. BINDING EFFECT. Neither this Agreement nor any rights, duties or
obligations hereunder shall be assignable by either party, in whole or in part,
and any attempted assignment in violation of this prohibition shall be null and
void. Notwithstanding the foregoing, this Agreement shall be assignable by
Berjaya to any of its affiliates without the consent of the Company. Subject to
the foregoing, all of the terms and provisions hereof shall be binding upon, and
inure to the benefit of, the successors and permitted assigns of the parties
hereto.
9. GOVERNING LAW. This Agreement will be governed by and construed and
enforced in all respects, including validity, interpretation and effect, in
accordance with the laws of the State of Florida without giving effect to its
conflicts of laws principles.
10. COUNTERPARTS. This Agreement may be executed in several
counterparts, all of which together shall constitute one and the same instrument
with the same force and effect as though all of the parties had executed the
same document.
11. ENTIRE AGREEMENT. This Agreement constitutes the complete and
entire agreement among the parties hereto with respect to the matters contained
herein and therein and supersedes all prior agreements and understandings
between the parties with respect thereto.
12. NO THIRD PARTY BENEFICIARY. Except as set forth in Section 4,
nothing in this Agreement is intended, or shall be construed, to confer upon or
give any person or entity other than the parties hereto and their respective
heirs, personal representatives, legal representatives, successors and permitted
assigns, any rights or remedies under or by reason of this Agreement.
13. INJUNCTIVE RELIEF. It is possible that remedies at law may be
inadequate and, therefore, the parties hereto shall be entitled to equitable
relief including, without limitation, injunctive relief, specific performance or
other equitable remedies in addition to all other remedies provided hereunder or
available to the parties hereto at law or in equity.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
ROADHOUSE GRILL, INC.
By: /s/ AYMAN SABI
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Name: Ayman Sabi
Title: CEO
BERJAYA GROUP (CAYMAN) LIMITED
By: /s/ ROBERT YONG KUEN LOKE
--------------------------------------
Name: Robert Yong Kuen Loke
Title: Director
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