UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)/1/
ROCK BOTTOM RESTAURANTS, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
771833 10 0
(CUSIP Number)
Check the following box if a fee is being paid with this 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.)
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/1/ 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 1 of 6 Pages
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ROCK BOTTOM RESTAURANTS, INC. SCHEDULE 13G
CUSIP NO. 771833 10 0
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(1) Name of Reporting Person; S.S. or I.R.S. Identification No.
Frank B. Day
(2) Check the Appropriate Box if a Member (a) [ ]
of a Group (See Instructions) (b) [ ]
N/A
(3) SEC Use Only
(4) Citizenship or Place of Organization
United States
Number of Shares (5) Sole Voting Power 1,328,772
Beneficially Owned
by Each Reporting (6) Shared Voting Power 0
Person With
(7) Sole Dispositive Power 1,318,273
(8) Shared Dispositive Power 0
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,357,522 shares
(10) Check Box if the Aggregate Amount in Row (9) [ ]
Excludes Certain Shares (See Instructions)
Page 2 of 6 Pages
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ROCK BOTTOM RESTAURANTS, INC. SCHEDULE 13G
CUSIP NO. 771833 10 0
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(11) Percent of Class Represented by Amount in Row (9)
16.7%
(12) Type of Reporting Person (See Instructions)
IN
Page 3 of 6 Pages
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ROCK BOTTOM RESTAURANTS, INC. SCHEDULE 13G
CUSIP NO. 771833 10 0
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Item 1(a). Name of Issuer:
Rock Bottom Restaurants, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
248 Centennial Parkway, Suite 100
Louisville, Colorado 80027
Item 2(a). Name of Person Filing:
Frank B. Day
Item 2(b). Address of Principal Business Office:
248 Centennial Parkway, Suite 100
Louisville, Colorado 80027
Item 2(c). Citizenship:
U.S.A.
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.01 per share
Item 2(e). CUSIP Number:
771833 10 0
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
Not applicable.
Item 4. Ownership
Amount Beneficially Owned: 1,357,522 shares
Includes 680,635 shares owned by various trusts of which Mr. Day is the
sole trustee and 28,750 shares Mr. Day has the right to acquire within 60
days upon exercise of stock options.
Page 4 of 6 Pages
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ROCK BOTTOM RESTAURANTS, INC. SCHEDULE 13G
CUSIP NO. 771833 10 0
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Percent of Class: 16.7%
Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 1,328,772
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: 1,318,273
(iv) shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class:
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company:
Not applicable.
Item 8. Identification and Classification of Members of the Group:
Not applicable.
Item 9. Notice of Dissolution of Group:
Not applicable.
Item 10. Certification:
Not applicable.
Page 5 of 6 Pages
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ROCK BOTTOM RESTAURANTS, INC. SCHEDULE 13G
CUSIP NO. 771833 10 0
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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.
Dated: February 11, 1998
/s/ FRANK B. DAY
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Signature
Frank B. Day
Page 6 of 6 Pages
