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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
(RULE 13D-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13D-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13D-2(b)
GREAT TRAIN STORE CO.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
391 33 0107
(CUSIP Number)
DECEMBER 31, 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(Continued on following pages)
Page 1 of 6 Pages
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CUSIP NO. 391 33 0107
SCHEDULE 13G
(cover page continued)
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FINOVA Mezzanine Capital Inc.
62-1583116
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
NUMBER OF SHARES 5. SOLE VOTING POWER
265,000 shares upon exercise of immediately
exercisable warrants
BENEFICIALLY 6. SHARED VOTING POWER
0
OWNED BY EACH 7. SOLE DISPOSITIVE POWER
265,000 shares upon exercise of immediately
exercisable warrants
REPORTING PERSON 8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
265,000 shares upon exercise of immediately
exercisable warrants
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6%
12. TYPE OF REPORTING PERSON
Co.
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SCHEDULE 13G
ITEM 1(A). NAME OF ISSUER:
GREAT TRAIN STORE CO.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
14180 Dallas Parkway, Suite 1618, Dallas, Texas 75240
ITEM 2(A). NAME OF PERSON FILING:
FINOVA Mezzanine Capital Inc.
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
500 Church Street
Suite 200
Nashville, TN 37219
ITEM 2(C). CITIZENSHIP:
Tennessee
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(E). CUSIP NUMBER:
391 33 0107
ITEM 3. FILING PURSUANT TO RULE 13d-1(e). THIS STATEMENT IS FILED PURSUANT
TO RULE 13d-1(c).
Page 3 of 6 Pages
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ITEM 4. OWNERSHIP:
(A) AMOUNT BENEFICIALLY OWNED:
265,000 shares upon exercise of immediately exercisable
warrants
(B) PERCENT OF CLASS:
5.6%
(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(I) SOLE POWER TO VOTE OR TO DIRECT THE VOTE:
265,000 shares upon exercise of immediately exercisable
warrants
(II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE:
0
(III) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:
265,000 shares upon exercise of immediately exercisable
warrants
(IV) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:
0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
IF THIS STATEMENT IS BEING FILED TO REPORT THE FACT THAT AS OF
THE DATE HEREOF THE REPORTING PERSON HAS CEASED TO BE THE
BENEFICIAL OWNER OF MORE THAN FIVE PERCENT OF THE CLASS OF
SECURITIES, CHECK THE FOLLOWING [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
N/A
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
N/A
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
N/A
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ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
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SCHEDULE 13G
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
FINOVA MEZZANINE CAPITAL INC.
By: /s/ John B. Burtchaell
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John B. Burtchaell
Vice President
Date: February 14, 2000
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