UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Macheezmo Mouse Restaurants, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
554457101
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(CUSIP Number)
*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 5 pages
<PAGE>
SCHEDULE 13G
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CUSIP No. 554457101 Page 2 of 5
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1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William S. Warren
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3) SEC USE ONLY _____________________________________________________________
4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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5) SOLE VOTING POWER
NUMBER OF 1,156,324
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SHARES
6) SHARED VOTING POWER
BENEFICIALLY
OWNED BY --------------------------------------------------
EACH 7) SOLE DISPOSITIVE POWER
REPORTING 931,324
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PERSON
8) SHARED DISPOSITIVE POWER
WITH
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9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,156,324
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10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
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11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
29.0%
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12) TYPE OF REPORTING PERSON*
IN
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Page 2 of 5 pages
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Item 1. Issuer
(a) The name of the Issuer is Macheezmo Mouse Restaurants, Inc.
(b) The Issuer's principal executive offices are located at 1020
SW Taylor Street, Suite 685, Portland, Oregon 97205.
Item 2. Reporting Person and Security
(a) This Statement is filed by Mr. William S. Warren, an individual.
(b) Mr. Warren's business address is 1020 SW Taylor Street, Suite 685,
Portland, Oregon 97205.
(c) Mr. Warren is a citizen of the United States of America.
(d) This Statement relates to shares of Common Stock of Macheezmo Mouse
Restaurants, Inc.
(e) The CUSIP number assigned to the Common Stock of the Issuer is
554457 10 1.
Item 3. Filings Pursuant to Rule 13d-1(b) or 13d-2(b)
Not applicable.
Item 4. Ownership
(a) Under the rules and regulations of the Securities and Exchange
Commission, Mr. Warren may be deemed to be the beneficial owner of a total of
1,156,324 shares of Issuer Common Stock.
(b) Mr. Warren's beneficial ownership of Issuer Common Stock represented
approximately 29.0% of the 3,985,630 issued and outstanding shares of such stock
as of November 18, 1996, as reported in the Issuer's most recent quarterly
report.
(c) (i) Of the total amount of shares beneficially owned by Mr. Warren,
Mr. Warren has sole power to vote or direct the vote of 1,156,324 shares.
(ii) Of the total amount of shares beneficially owned by Mr. Warren,
Mr. Warren has sole power to dispose or direct the disposition of 931,324
shares.
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.
Page 3 of 5 pages
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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 4 of 5 pages
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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.
February 12, 1997
-----------------------------------------
Date
WILLIAM S. WARREN
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William S. Warren
Page 5 of 5 pages
