<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
JERRY'S FAMOUS DELI, INC.
-----------------------------
(Name of Issuer)
Common Stock, no par value
-----------------------------
(Title of Class of Securities)
476 523 105
-----------------------------
(CUSIP Number)
Kenneth J. Abdalla
Waterton Management, LLC
10000 Santa Monica Boulevard
Los Angeles, California 90067
(310) 789-7200
-----------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 25, 1998
-----------------------------
(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 subject of this Schedule 13D, and is filing this
statement 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.
(Continued on following pages)
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 12 Pages)
<PAGE> 2
SCHEDULE 13D
CUSIP No. 476 523 105 PAGE 2 OF 12
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
JERRY'S INVESTORS, LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,579,994 SHARES
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,579,994 SHARES
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,579,994 SHARES
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------------------------------
<PAGE> 3
SCHEDULE 13D
CUSIP No. 476 523 105 PAGE 3 OF 12
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
YUCAIPA WATERTON DELI INVESTORS, LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 107,699 SHARES
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
107,699 SHARES
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
107,699 SHARES
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------------------------------
<PAGE> 4
SCHEDULE 13D
CUSIP No. 476 523 105 PAGE 4 OF 12
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
WATERTON MANAGEMENT, LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,752,693 SHARES
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,752,693 SHARES
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,752,693 SHARES
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------------------------------
<PAGE> 5
SCHEDULE 13D
CUSIP No. 476 523 105 PAGE 5 OF 12
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
RONALD W. BURKLE FOUNDATION
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,729,951 SHARES
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,729,951 SHARES
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,729,951 SHARES
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
<PAGE> 6
SCHEDULE 13D
CUSIP No. 476 523 105 PAGE 6 OF 12
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
KENNETH J. ABDALLA
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,952,693 SHARES
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,952,693 SHARES
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,952,693 SHARES
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE> 7
ITEM 1 SECURITY AND ISSUER.
This Amendment No. 3 (this "Amendment") to the Schedule 13D (the "Initial
Filing") is being filed to reflect (i) the conversion of an aggregate of 10,000
shares of Series B Preferred Stock held by the Reporting Persons into 3,139,593
shares of Common Stock, no par value ("Common Stock") of Jerry's Famous Deli,
Inc., a California corporation (the "Company"), (ii) the exercise of warrants
(the "Warrants") for the purchase of 65,000 shares of Common Stock by certain of
the Reporting Persons, (iii) the grant to Kenneth J. Abdalla, in his capacity as
Interim President of the Company, of 200,000 shares of Common Stock, (iv) the
addition of a new Reporting Person to the group previously formed by Yucaipa
Waterton Deli Investors, LLC, a Delaware limited liability company ("Deli
Investors"), Waterton Management, LLC, a Delaware limited liability company
("Waterton"), Jerry's Investors, LLC, a Delaware limited liability company
("Jerry's Investors") and Kenneth J. Abdalla, an individual (collectively, the
"Initial Group"), (v) the distribution of shares of Common Stock to members of
certain of the Reporting Persons and (vi) the contribution of shares of Common
Stock to the new Reporting Person. The new Reporting Person and the Initial
Group are collectively referred to herein as the Reporting Persons. This
Amendment also reflects that options owned by certain of the Reporting Persons
to acquire additional shares of the Company's Series B Preferred Stock and
related warrants have expired by their terms. The Company's principal executive
offices are located at 12711 Ventura Blvd., Suite 4000, Studio City, California
91604.
ITEM 2 IDENTITY AND BACKGROUND.
(a) This Amendment is being filed jointly by the Reporting
Persons, which are the Initial Group and the Ronald W. Burkle Foundation, a
California non-profit public benefit corporation (the "Foundation"). The
directors of the Foundation are Ronald W. Burkle, Kenneth J. Abdalla and Darius
Anderson. The executive officers of the Foundation are Ronald W. Burkle and
Kenneth J. Abdalla.
(b) The address of the Foundation and each of the individuals
named above is 10000 Santa Monica Boulevard, Fifth floor, Los Angeles, CA 90067.
(c) The principal business of the individuals named above is the
investment business.
(d) None of the Reporting Persons nor, to the best of their
knowledge, any of the individuals named above, has during the last five years
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) None of the Reporting Persons nor, to the best of their
knowledge, any of the individuals named above, has during the last five years
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to
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.
(f) Each of the individuals named above is a United States citizen.
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
There has been no change in the information previously reported.
ITEM 4 PURPOSE OF TRANSACTION.
There has been no change in the information previously reported.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER.
(a) Deli Investors owns 107,699 shares of Common Stock, Jerry's
Investors owns 1,579,994 shares of Common Stock, Waterton owns 65,000 Warrants,
the Foundation owns 1,729,951 shares of Common Stock and Kenneth J. Abdalla owns
200,000 shares of Common Stock.
(Page 7 of 12 Pages)
<PAGE> 8
As a result of Waterton's status as the manager of Jerry's Investors and Deli
Investors, Waterton has the ability to vote and dispose their holdings, and
consequently may be deemed to beneficially own all of the Common Stock held by
Jerry's Investors and Deli Investors, resulting in beneficial ownership by
Waterton of a total of 1,752,693 shares of Common Stock (after giving effect to
the assumed exercise of the Warrants owned by Waterton). As a result of Mr.
Abdalla's status as the manager of Waterton, and Waterton's status as the
manager of Jerry's Investors and Deli Investors, Mr. Abdalla has the ability to
vote and dispose of the holdings of all three entities, and consequently may be
deemed to beneficially own all of the Common Stock and Warrants held by Deli
Investors, Waterton and Jerry's Investors. This would represent beneficial
ownership by Mr. Abdalla of a total of 1,952,693 shares of Common Stock (after
giving effect to the assumed exercise of the Warrants owned by Waterton).
(b) As a result of Waterton's status as the manager of Jerry's
Investors and Deli Investors, Waterton may be deemed to have shared dispositive
and voting power with respect to the 1,579,994 shares of Common Stock held by
Jerry's Investors and the 107,699 shares of Common Stock held by Deli Investors.
As a result of Mr. Abdalla's status as the manager of Waterton, and Waterton's
status as the manager of Jerry's Investors and Deli Investors, Mr. Abdalla may
be deemed to have shared dispositive and voting power with respect to the
107,699 shares of Common Stock held by Deli Investors, the 1,579,994 shares of
Common Stock held by Jerry's Investors, and the 1,752,693 shares of Common Stock
beneficially owned by Waterton (after giving effect to the assumed exercise of
the Warrants owned by Waterton).
(c) On March 6, 1997, Deli Investors exercised Warrants to acquire
65,000 shares of Common Stock, and in connection therewith paid to the Company a
total exercise price of $65,000. On March 27, 1997, pursuant to the terms of
the Second Amended and Restated Certificate of Determination of Rights and
Preferences
(Page 8 of 12 Pages)
<PAGE> 9
of Series B Preferred Stock of the Company, Deli Investors converted 4,000
shares of Series B Preferred Stock to 1,255,837 shares of Common Stock, and
Jerry's Investors converted 6,000 shares of Series B Preferred Stock to
1,883,756 shares of Common Stock, in each case at a price of $3.19 per share.
On June 27, 1997, the Company issued 200,000 shares of Common Stock to
Mr. Abdalla in consideration of Mr. Abdalla's appointment as Interim President
of the Company on March 27, 1997.
On March 25, 1998, (i) Deli Investors completed a transaction whereby
1,729,951 shares of Common Stock were distributed to one of its members, who in
turn contributed such shares to the Foundation and (ii) Jerry's Investors
distributed 303,762 shares of Common Stock to one of its members.
Options to acquire (i) 13,000 shares of Series B Preferred Stock and (ii)
140,833 Warrants, which options were granted to Waterton pursuant to certain
letter agreements dated August 22, 1996 and November 4, 1996, have expired
pursuant to their terms.
(d) Except as stated in this Item 5, to the best knowledge of the
Reporting Persons, no other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Common Stock owned by the Reporting Persons.
(e) Not applicable.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except for the following, there has been no change in the information
previously reported.
As a result of the transactions described under Item 5(c) above, all of the
shares of Series B Preferred Stock held by the Reporting Persons have been
converted to Common Stock, and to the knowledge of the Reporting Persons, no
shares of Series B Preferred Stock remain outstanding.
On March 27, 1997, Kenneth J. Abdalla and the Company entered into a
Consulting Agreement whereby Mr. Abdalla agreed to provide certain consulting
services to the Company and was appointed Interim President of the Company. In
consideration of such appointment, the Company granted to Mr. Abdalla 200,000
shares of Common Stock, which were issued to Mr. Abdalla on June 27, 1997.
As described in Item 5(c) above, options to acquire additional shares of
Series B Preferred Stock and Warrants, which options were granted to
Waterton pursuant to certain letter agreements dated August 22, 1996 and
November 4, 1996, have expired pursuant to their terms.
(Page 9 of 12 Pages)
<PAGE> 10
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1. Joint Filing Agreement dated as of April 7, 1998.
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: April 7, 1998 Waterton Management, LLC
By: /s/ KENNETH J. ABDALLA
------------------------------------
Name: Kenneth J. Abdalla
Title: Manager
Dated: April 7, 1998 Jerry's Investors, LLC
Yucaipa Waterton Deli Investors, LLC
By: Waterton Management, LLC
Title: Manager
By: /s/ KENNETH J. ABDALLA
----------------------------------
Name: Kenneth J. Abdalla
Title: Manager
Dated: April 7, 1998 Ronald W. Burkle Foundation
By: /s/ KENNETH J. ABDALLA
----------------------------------
Name: Kenneth J. Abdalla
Title: Director
Dated: April 7, 1998 Kenneth J. Abdalla
By: /s/ KENNETH J. ABDALLA
-------------------------------
(Page 10 of 12 Pages)
<PAGE> 11
EXHIBIT INDEX
Exhibit 1. Joint Filing Agreement dated as of April 7, 1998.
(Page 11 of 12 Pages)
<PAGE> 1
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) promulgated under the
Securities Exchange Act of 1934, as amended, the undersigned hereby agree to
the joint filing with all other Reporting Persons (as such term is defined in
the Amendment No. 3 to Schedule 13D referred to below) on behalf of each of
them of a statement on Amendment No. 3 to Schedule 13D with respect to the
common stock, no par value (the "Common Stock"), of Jerry's Famous Deli, Inc.,
a California corporation, and that this Agreement may be included as an Exhibit
to such joint filing.
IN WITNESS WHEREOF, the undersigned hereby execute this
Agreement as of April 7, 1998.
Dated: April 7, 1998 Waterton Management, LLC
By: /s/ KENNETH J. ABDALLA
-----------------------------------
Name: Kenneth J. Abdalla
Title: Manager
Dated: April 7, 1998 Jerry's Investors, LLC
Yucaipa Waterton Deli Investors, LLC
By: Waterton Management, LLC
Title: Manager
By: /s/ KENNETH J. ABDALLA
----------------------------------
Name: Kenneth J. Abdalla
Title: Manager
Dated: April 7, 1998 Ronald W. Burkle Foundation
By: /s/ KENNETH J. ABDALLA
----------------------------------
Name: Kenneth J. Abdalla
Title: Director
Dated: April 7, 1998 Kenneth J. Abdalla
By: /s/ KENNETH J. ABDALLA
---------------------------------
(Page 12 of 12 Pages)
