UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
ROCK BOTTOM RESTAURANTS, INC.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
771833100
(CUSIP Number)
With copies to:
Frank B. Day Paul Hilton, Esq.
248 Centennial Parkway Davis, Graham & Stubbs LLP
Suite 100 370 17th Street, Suite 4700
Louisville, Colorado 80027 Denver, Colorado 80202
(303) 664-4000 (303) 892-9400
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
MARCH 18, 1999
(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(e), 13d-1(f) or 13d-1(g) check the following
box. |X|
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 1 of 14 pages
<PAGE>
CUSIP No. 771833100 SCHEDULE 13D Page 2 of 14 Pages
--- ----
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RB Capital
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) | |
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF, BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) | |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 2,354,080
WITH
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,304,080
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,354,080
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 28.88% based upon (i) 8,045,796 shares of Common Stock
outstanding as of March 17, 1999, and (ii) 103,907 shares subject to
options exercisable currently or within 60 days or upon consummation of
the transactions contemplated by the Merger Agreement (as defined in
Item 4 hereof) by one or more of the Reporting Persons identified in
Item 2.
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
CUSIP No. 771833100 SCHEDULE 13D Page 3 of 14 Pages
--- ----
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Frank B. Day
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) | |
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
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
SHARES
BENEFICIALLY 1,398,192, includes 680,635 shares held in trusts of
OWNED BY which Mr. Day is trustee, 10,499 shares of
EACH restricted stock and 64,420 shares subject to stock
REPORTING options exercisable currently or within 60 days
PERSON or upon consummation of the transactions contemplated
WITH by the Merger Agreement (as defined in Item 4 hereof).
8 SHARED VOTING POWER
2,354,080
9 SOLE DISPOSITIVE POWER
1,398,192
10 SHARED DISPOSITIVE POWER
2,304,080
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,354,080
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 28.88% based upon (i) 8,045,796 shares of Common Stock
outstanding as of March 17, 1999, and (ii) 103,907 shares subject to
options exercisable currently or within 60 days or upon consummation of
the transactions contemplated by the Merger Agreement (as defined in
Item 4 hereof) by one or more of the Reporting Persons identified in
Item 2.
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP No. 771833100 SCHEDULE 13D Page 4 of 14 Pages
--- ----
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert D. Greenlee
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) | |
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
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
SHARES
BENEFICIALLY 536,041, includes 16,905 shares subject to options
OWNED BY exercisable currently or within 60 days or upon
EACH consummation of the transactions contemplated by the
REPORTING Merger Agreement (as defined in Item 4 hereof).
PERSON
WITH 8 SHARED VOTING POWER
2,354,080
9 SOLE DISPOSITIVE POWER
536,041
10 SHARED DISPOSITIVE POWER
2,304,080
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,354,080
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 28.88% based upon (i) 8,045,796 shares of Common Stock
outstanding as of March 17, 1999, and (ii) 103,907 shares subject to
options exercisable currently or within 60 days or upon consummation of
the transactions contemplated by the Merger Agreement (as defined in
Item 4 hereof) by one or more of the Reporting Persons identified in
Item 2.
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP No. 771833100 SCHEDULE 13D Page 5 of 14 Pages
--- ----
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Arthur Wong
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) | |
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
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
SHARES
BENEFICIALLY 228,976 includes 12,776 shares subject to options
OWNED BY exercisable currently or within 60 days or upon
EACH consummation of the transactions contemplated by the
PERSON Merger Agreement (as defined in Item 4 hereof).
WITH
8 SHARED VOTING POWER
2,354,080
9 SOLE DISPOSITIVE POWER
228,976
10 SHARED DISPOSITIVE POWER
2,304,080
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,354,080
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 28.88% based upon (i) 8,045,796 shares of Common Stock
outstanding as of March 17, 1999, and (ii) 103,907 shares subject to
options exercisable currently or within 60 days or upon consummation of
the transactions contemplated by the Merger Agreement (as defined in
Item 4 hereof) by one or more of the Reporting Persons identified in
Item 2.
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP No. 771833100 SCHEDULE 13D Page 6 of 14 Pages
--- ----
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David M. Lux
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) | |
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
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
SHARES
BENEFICIALLY 190,871, includes 9,806 shares subject to stock options
OWNED BY exercisable currently or within 60 days or upon
EACH consummation of the transactions contemplated by the
REPORTING Merger Agreement (as defined in Item 4 hereof).
PERSON
WITH 8 SHARED VOTING POWER
2,354,080
9 SOLE DISPOSITIVE POWER
190,871
10 SHARED DISPOSITIVE POWER
2,304,080
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,354,080
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 28.88% based upon (i) 8,045,796 shares of Common Stock
outstanding as of March 17, 1999, and (ii) 103,907 shares subject to
options exercisable currently or within 60 days or upon consummation of
the transactions contemplated by the Merger Agreement (as defined in
Item 4 hereof) by one or more of the Reporting Persons identified in
Item 2.
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
Rock Bottom Restaurants, Inc. Page 7 of 14 Pages
Schedule 13D March 18, 1999
ITEM 1. SECURITY AND ISSUER.
This Statement relates to shares of common stock, $.01 par value per share
(the "Common Stock"), of Rock Bottom Restaurants, Inc. (the "Company"). The
address of the Company's principal executive offices is 248 Centennial Parkway,
Suite 100, Louisville, Colorado 80027.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by the following persons or entities
(collectively, the "Reporting Persons"):
(i) RB Capital ("RB Capital") is a Delaware corporation that was
formed for the purpose of acquiring the stock of the Company. The
principal business and office address of RB Capital is 248
Centennial Parkway, Suite 100, Louisville, Colorado 80027.
(ii) Frank B. Day is the Chairman of the Board, President and Chief
Executive Officer of the Company. Mr. Day is a United States citizen
whose business address is the principal executive offices of the
Company identified in Item 1.
(iii) Robert D. Greenlee is the Secretary and a director of the Company.
Mr. Greenlee is a United States citizen whose business address is
the principal executive offices of the Company identified in Item 1.
(iv) Arthur Wong is the President of Arthur Wong & Associates, a venture
capital firm. The address of the principal executive offices of
Arthur Wong & Associates is 1 East Wacker Drive, Suite 3430,
Chicago, Illinois 60601. Mr. Wong is a United States citizen whose
business address is the principal executive offices of Arthur Wong &
Associates.
(v) David M. Lux is a director and executive officer of Concept
Restaurant Management C.S., Inc., a restaurant management services
company that operates three restaurants in Colorado Springs,
Colorado. The address of the principal executive offices of Concept
Restaurant Management C.S., Inc. is 13 South Tejon, Suite 206,
Colorado Springs, Colorado 80903. Mr. Lux is a United States citizen
whose business address is the principal executive offices of Concept
Restaurant Management C.S., Inc.
During the last five years, none of the Reporting Persons has (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in 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.
<PAGE>
Rock Bottom Restaurants, Inc. Page 8 of 14 Pages
Schedule 13D March 18, 1999
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In connection with the transactions contemplated by the Merger Agreement
(as herein defined), RB Capital will borrow $60 million under a senior
debt facility and $22 million under a subordinated debt facility. In addition,
RB Capital contemplates issuing approximately $6 million of equity to the
Reporting Persons and certain other investors.
ITEM 4. PURPOSE OF TRANSACTION.
On March 18, 1999, the Company, RB Capital and a wholly owned
subsidiary of RB Capital ("Merger Subsidiary") entered into an Agreement
and Plan of Merger (the "Merger Agreement"), pursuant to which, on the terms and
subject to the condition set forth therein, Merger Subsidiary will be merged
with and into the Company (the "Merger"). The Merger is subject to numerous
terms and conditions, including adoption of the Merger Agreement by the
shareholders of the Company.
Simultaneously with the execution of the Merger Agreement, each of
the Reporting Persons (other than RB Capital) enter into an agreement with
RB Capital (the "Voting Agreement") pursuant to which, among other things,
each of the Reporting Persons has agreed to vote the shares of Common Stock
identified therein as owned by such person in favor of the adoption of the
Merger Agreement at the meeting of the Company's shareholders to be called to
vote thereon and has agreed to certain restrictions on the transfer of shares of
Common Stock owned by such person.
In addition to the Merger Agreement and the Voting Agreement, RB Capital
entered into a Subscription Agreement (the "Subscription Agreement") and
commitment letters with each of the Reporting Persons pursuant to which, among
other things, the Reporting Persons agreed that, immediately prior to the
Merger contemplated by the Merger Agreement (assuming all conditions set forth
therein for consummation of the Merger have been satisfied), they would (i)
contribute to RB Capital an agreed number of shares of Common Stock in
exchanges for shares of common stock of RB Capital, (ii) enter into an
agreement to exchange an agreed number of options to purchase Common Stock for
restricted stock or options to purchase shares of common stock of RB Capital and
(iii) in the case of certain of the Reporting Persons, contribute specific
amounts of cash to RB Capital.
In connection with the transactions contemplated by the Merger Agreement,
RB Capital will (i) acquire all of the issued and outstanding capital
stock of the Company in a "Rule 13e-3 transaction" (as such term is defined in
Rule 13e-3(a)(3) as promulgated under the Securities Exchange Act of 1934),
(ii) change certain of the Company's board of directors, (iii) amend the
Company's charter and bylaws, (iv) sell one property outright and engage in
sale/leaseback transactions with respect to five additional properties, and (v)
incur $82 million of debt and issue $6 million of equity securities to
finance the acquisition and the operations of the Company post-acquisition.
<PAGE>
Rock Bottom Restaurants, Inc. Page 9 of 14 Pages
Schedule 13D March 18, 1999
The foregoing response to this Item 4 is qualified in its entirety by
reference to the Merger Agreement and the Voting Agreement, copies of which
are filed respectively as Exhibits A and B hereto
and incorporated herein by this reference.
Each of the Reporting Persons may engage in open market or negotiated
acquisitions of Company Common Stock, which shares will become subject to the
Voting Agreement. RB Capital may, from time to time, at its election, offer to
acquire from certain other stockholders of the Company their shares of Company
Common Stock in exchange for shares of RB Capital. Pursuant to the terms of the
Merger Agreement, the Company and RB Capital will offer to certain holders of
options to purchase Company Common Stock or restricted stock of the Company the
exchange of options or other equity securities or rights thereto in RB Capital
in exchange for such options or restricted stock of the Company.
Other than as set forth herein, there are no current plans or proposals
that would result in any of the items specified in Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
(a) - (b)
1. RB Capital may be deemed the beneficial owner of 2,354,080
shares of Common Stock, representing approximately 28.88% of the
issued and outstanding shares of Common Stock at March 17, 1999,
with respect to all of which RB Capital has shared voting
and/or dispositive power. The shares of Common Stock as to which
RB Capital, Inc. has shared voting and/or dispositive power are
as follows: (a) 1,398,192 shares held by Frank B. Day (which
includes 680,635 shares held in trusts of which Mr. Day is the
trustee, 10,499 shares of restricted stock and 64,420 shares
subject to stock options exercisable currently or within 60 days
or upon consummation of the transactions contemplated by the
Merger Agreement); (b) 536,041 shares held by Robert D. Greenlee
(which includes 16,905 shares subject to stock options
exercisable currently or within 60 days or upon consummation of
the transactions contemplated by the Merger Agreement); (c)
228,976 shares held by Arthur Wong (which includes 12,776 shares
subject to stock options exercisable currently or within 60 days
or upon consummation of the transactions contemplated by the
Merger Agreement); and (d) 190,871 shares held by David M. Lux
(which includes 9,806 shares subject to stock options exercisable
currently or within 60 days or upon consummation of the
transactions contemplated by the Merger Agreement). As a result
of the Voting Agreement, RB Capital may be deemed to be
part of a group with the other Reporting Persons with respect to
the shares of Common Stock that are subject thereto; however, the
filing of this Statement shall not be construed
<PAGE>
Rock Bottom Restaurants, Inc. Page 10 of 14 Pages
Schedule 13D March 18, 1999
as an admission that RB Capital is the beneficial owner of any
shares of Common Stock.
2. Frank B. Day may be the beneficial owner of 2,354,080 shares of
Common Stock, representing approximately 28.88% of the issued and
outstanding shares of Common Stock at March 17, 1999, with
respect to 1,398,192 shares of which Mr. Day has sole voting and
dispositive power and 955,888 shares of which Mr. Day has shared
voting and/or dispositive power. The shares as to which Mr. Day
has shared voting and/or dispositive power are as follows: (a)
536,041 shares held by Robert D. Greenlee (which includes 16,905
shares subject to stock options exercisable currently or within
60 days or upon consummation of the transactions contemplated by
the Merger Agreement); (b) 228,976 shares held by Arthur Wong
(which includes 12,776 shares subject to stock options
exercisable currently or within 60 days or upon consummation of
the transactions contemplated by the Merger Agreement); and (c)
190,871 shares held by David M. Lux (which includes 9,806 shares
subject to stock options exercisable currently or within 60 days
or upon consummation of the transactions contemplated by the
Merger Agreement). As a result of the Voting Agreement, Mr. Day
may be deemed to be part of a group with the other Reporting
Persons with respect to the shares of Common Stock that are
subject thereto; however, the filing of this Statement shall not
be construed as an admission that Mr. Day is the beneficial owner
of any shares of Common Stock other than the 1,398,192 shares
described above.
3. Robert D. Greenlee may be the beneficial owner of 2,354,080
shares of Common Stock, representing approximately 28.88% of the
issued and outstanding shares of Common Stock at March 17, 1999,
with respect to 536,041 shares of which Mr. Greenlee has sole
voting and dispositive power and 1,818,039 shares of which Mr.
Greenlee has shared voting and/or dispositive power. The shares
as to which Mr. Greenlee has shared voting and dispositive power
are as follows: (a) 1,398,192 shares held by Frank B. Day (which
includes 680,635 shares held in trusts of which Mr. Day is the
trustee, 10,499 shares of restricted stock and 64,420 shares
subject to stock options exercisable currently or within 60 days
or upon consummation of the transactions contemplated by the
Merger Agreement); (b) 228,976 shares held by Arthur Wong (which
includes 12,776 shares subject to stock options exercisable
currently or within 60 days or upon consummation of the
transactions contemplated by the Merger Agreement); and (c)
190,871 shares held by David M. Lux (which includes 9,806 shares
subject to stock options exercisable currently or within 60 days
or upon consummation of the transactions contemplated by the
Merger Agreement). As a result of the Voting Agreement, Mr.
Greenlee may be deemed to be part of a group with
<PAGE>
Rock Bottom Restaurants, Inc. Page 11 of 14 Pages
Schedule 13D March 18, 1999
the other Reporting Persons with respect to the shares of Common
Stock that are subject thereto; however, the filing of this
Statement shall not be construed as an admission that Mr.
Greenlee is the beneficial owner of any shares of Common Stock
other than the 536,041 shares described above.
4. Arthur Wong may be the beneficial owner of 2,354,080 shares of
Common Stock, representing approximately 28.88% of the issued and
outstanding shares of Common Stock at March 17, 1999, with
respect to 228,976 shares of which Mr. Wong has sole voting
and dispositive power and 2,125,104 shares of which Mr. Wong
has shared voting and/or dispositive power. The shares as to
which Mr. Wong has shared voting and/or dispositive power are as
follows: (a) 1,398,192 shares held by Frank B. Day (which
includes 680,635 shares held in trusts of which Mr. Day is the
trustee, 10,499 shares of restricted stock and 64,420 shares
subject to stock options exercisable currently or within 60 days
or upon consummation of the transactions contemplated by the
Merger Agreement); (b) 536,041 shares held by Robert D. Greenlee
(which includes 16,905 shares subject to stock options
exercisable currently or within 60 days or upon consummation of
the transactions contemplated by the Merger Agreement); and (c)
190,871 shares held by David M. Lux (which includes 9,806 shares
subject to stock options exercisable currently or within 60 days
or upon consummation of the transactions contemplated by the
Merger Agreement). As a result of the Voting Agreement, Mr. Wong
may be deemed to be part of a group with the other Reporting
Persons with respect to the shares of Common Stock that are
subject thereto; however, the filing of this Statement shall
not be construed as an admission that Mr. Wong is the beneficial
owner of any shares of Common Stock other than the 228,976 shares
described above.
5. David M. Lux may be the beneficial owner of 2,354,080 shares of
Common Stock, representing approximately 28.88% of the issued and
outstanding shares of Common Stock at March 17, 1999, with
respect to 190,871 shares of which Mr. Lux has sole voting and
dispositive power and 2,163,209 shares of which Mr. Lux has
shared voting and/or dispositive power. The shares as to which
Mr. Lux has shared voting and/or dispositive power are as
follows: (a) 1,398,192 shares held by Frank B. Day (which
includes 680,635 shares held in trusts of which Mr. Day is the
trustee, 10,499 shares of restricted stock and 64,420 shares
subject to stock options exercisable currently or within 60 days
or upon consummation of the transactions contemplated by the
Merger Agreement); (b) 536,041 shares held by Robert D. Greenlee
(which includes 16,905 shares subject to stock options
exercisable currently or within 60 days or upon consummation of
the transactions contemplated by the Merger Agreement); and (c)
228,976 shares held by Arthur Wong (which includes 12,776 shares
subject to stock options exercisable currently or
<PAGE>
Rock Bottom Restaurants, Inc. Page 12 of 14 Pages
Schedule 13D March 18, 1999
within 60 days or upon consummation of the transactions
contemplated by the Merger Agreement). Mr. Lux will not
contribute 50,000 of the shares owned by him to RB Capital, but
will receive cash for such shares in the Merger. Such shares are
subject to the Voting Agreement. As a result of the Voting
Agreement, Mr. Lux may be deemed to be part of a group with the
other Reporting Persons with respect to the shares of Common
Stock that are subject thereto; however, the filing of this
Statement shall not be construed as an admission that Mr. Lux is
the beneficial owner of any shares of Common Stock other than the
150,871 shares described above.
(c) Not applicable.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, any
shares of Company Common Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE COMPANY.
The information set forth in Item 4 is incorporated herein by reference.
Reference is made to the full text of the Merger Agreement and the Voting
Agreement, which agreements appear as Exhibits A and B, respectively, and are
incorporated herein by reference.
In the Subscription Agreement dated as of March 18, 1999, each of Messrs.
Day, Greenlee, Wong and Lux agree to share expenses incurred in connection with
consummating the Merger in accordance with their respective ownership interests
in RB Capital, and that any shareholder paying such expenses shall be entitled
to reimbursement and contributions from the other shareholders. Such
Subscription Agreement further provides that any payment received by RB Capital
in connection with termination of the Merger Agreement will be shared by each of
the shareholders of RB Capital in proportion to its shareholding. Each of
Messrs. Day, Greenlee, Lux and Wong has also executed commitment letters
agreeing to contribute to RB Capital the number of shares of Company Common
Stock set forth herein and, in addition, Messrs. Day, Greenlee and Wong have
agreed to contribute to RB Capital cash of $1,000,000, $500,000 and $500,000,
respectively, to the extent needed for consummation of the Merger.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A: Agreement and Plan of Merger, dated March 18, 1999, by
and among the Company, RB Capital and RB
Acquisition Corp.(1)
<PAGE>
Rock Bottom Restaurants, Inc. Page 13 of 14 Pages
Schedule 13D March 18, 1999
Exhibit B: Voting Agreement, dated March 18, 1999, by and among
the RB Capital, RB Acquisition Corp., Frank B.
Day, Robert D. Greenlee, Arthur Wong and David M.
Lux.(2)
Exhibit C: Joint Filing Agreement, dated March 18, 1999, by and
among RB Capital, Frank B. Day, Robert D.
Greenlee, Arthur Wong and David M. Lux.(3)
(1) Incorporated by reference to Exhibit 2.1 to the Form 8-K filed by the
Company on March 23, 1999.
(2) Incorporated by reference to Exhibit 4.1 to the Form 8-K filed by the
Company on March 23, 1999.
(3) Filed herewith.
* * * * *
<PAGE>
Rock Bottom Restaurants, Inc. Page 14 of 14 Pages
Schedule 13D March 18, 1999
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: March 18, 1999 RB CAPITAL, INC.
By:/s/ Frank B. Day
----------------------------------
Frank B. Day, President
/s/ Frank B. Day
-------------------------------------
Frank B. Day
/s/ Robert D. Greenlee
-------------------------------------
Robert D. Greenlee
/s/ Arthur Wong
-------------------------------------
Arthur Wong
/s/ David M. Lux
-------------------------------------
David M. Lux
JOINT FILING AGREEMENT
Each of the undersigned hereby affirms that it is individually eligible to
use Schedule 13D, and agrees that this Schedule 13D is filed on its behalf.
Dated: March 18, 1999 RB CAPITAL, INC.
By:/s/ Frank B. Day
----------------------------------
Frank B. Day, President
/s/ Frank B. Day
-------------------------------------
Frank B. Day
/s/ Robert D. Greenlee
-------------------------------------
Robert D. Greenlee
/s/ Arthur Wong
-------------------------------------
Arthur Wong
/s/ David M. Lux
-------------------------------------
David M. Lux
