UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
BAB HOLDINGS, INC.
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(Name of Issuer)
COMMON STOCK, NO PAR VALUE
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(Title of Class of Securities)
055176101
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(CUSIP Number)
Gerald L. Fishman, 125 S. Wacker Drive, Suite 2800,
Chicago, Illinois 60606 (312) 726-1224
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 8, 1998
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(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 Section 13D, and is filing this
schedule because of Rule 13d- 1(b)(3) or (4), check the following box [ ].
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 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).
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CUSIP No. 055176101 13D
1 NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
EP Opportunity Fund, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/__/ (b)/__/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK 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 1,173 Shares of Common Stock
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY None
EACH 9 SOLE DISPOSITIVE POWER
1,173 Shares of Common Stock
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,173 Shares of Common Stock
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /__/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
Less than 1% of the issued and outstanding Common Stock
14 TYPE OF REPORTING PERSON*
OO
* SEE INSTRUCTIONS
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CUSIP No. 055176101 13D
This Amendment No. 1 amends and supplements the Statement on Schedule
13D (the "Statement") relating to the Common Stock, no par value ("Common
Stock"), of BAB Holdings, Inc., an Illinois corporation (the "Company")
previously filed by EP Opportunity Fund, L.L.C., a Delaware limited liability
company ("EPOF") on April 6, 1998. Capitalized terms used and not defined in
this amendment have the meanings set forth in the Statement.
Except as specifically provided herein, this Amendment does not modify
any of the information previously reported in the Statement.
ITEM 5. Interest in Securities of the Issuer
(a) EPOF owns 1,173 shares of the Common Stock as of the
date of this Amendment, representing an aggregate of
less than 1% of the outstanding Common Stock of the
Company. The percentages used in this paragraph are
calculated based upon 8,383,203 outstanding shares of
Common Stock of the Company, as of July 10, 1998, as
reported in the Company's form 10-QSB for the quarter
ended May 31, 1998. Neither Eisenberg Partners nor
Mr. Eisenberg beneficially own any Common Stock
(other than the Common Stock beneficially owned by
EPOF).
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.
Date: July 10, 1998 EP OPPORTUNITY FUND, L.L.C., by
EISENBERG PARTNERS, L.L.C., Manager
By: /s/ Jeffrey Eisenberg, Manager
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