Back Yard Burgers Inc - Amended Statement of Beneficial Ownership (SC 13D/A)
November 05 2007 - 1:46PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 7)
Back Yard Burgers, Inc.
(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
(Title of Class of Securities)
05635W101
(CUSIP Number)
Reid M. Zeising
Chairman of the Board of Managers
BBAC, LLC
3060 Peachtree Road
Suite 1410
Atlanta, GA 30305
(404) 495-7400
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
With a copy to:
Bryan E. Davis
Jones
Day
1420 Peachtree Street, N.E.
Atlanta, GA 30309
(404) 581-3939
November 5, 2007
(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 that 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
¨
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§240.13d-7 for other parties to whom copies are sent.
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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The information required on the
remainder of this cover page shall not be deemed to be filed for the purposes 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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1.
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NAMES OF REPORTING PERSONS
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BBAC, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
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(b)
x
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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WC
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5.
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7. SOLE VOTING POWER
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None
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8. SHARED VOTING POWER
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1,806,728*
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9. SOLE DISPOSITIVE POWER
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None
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10. SHARED DISPOSITIVE POWER
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435,404
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,806,728*
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12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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35.24%**
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14.
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TYPE OF REPORTING PERSON
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OO (limited liability company)
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*
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Beneficial ownership of 1,371,324 shares of the common stock of Back Yard Burgers, Inc. referred to herein is being reported hereunder solely because the reporting person may be
deemed to have beneficial ownership of such shares as a result of the Stockholder Voting Agreements described in Items 3, 4 and 5 hereof. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by
any of the Reporting Persons that it is the beneficial owner of such 1,371,324 shares of common stock for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is
expressly disclaimed.
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**
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The calculation of the percentage is based on 5,126,688 shares of common stock being issued and outstanding as of July 31, 2007, as set forth in Back Yard Burgers, Inc.s 10-Q
for the quarterly period ended June 30, 2007.
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1.
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NAMES OF REPORTING PERSONS
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Cherokee Advisors, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
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(b)
x
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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AF
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5.
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Georgia
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7. SOLE VOTING POWER
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None
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8. SHARED VOTING POWER
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1,806,728*
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9. SOLE DISPOSITIVE POWER
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None
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10. SHARED DISPOSITIVE POWER
|
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435,404
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
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|
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1,806,728*
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12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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35.24%**
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14.
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TYPE OF REPORTING PERSON
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OO (limited liability company)
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*
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Beneficial ownership of 1,371,324 shares of the common stock of Back Yard Burgers, Inc. referred to herein is being reported hereunder solely because the reporting person may be
deemed to have beneficial ownership of such shares as a result of the Stockholder Voting Agreements described in Items 3, 4 and 5 hereof. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by
any of the Reporting Persons that it is the beneficial owner of such 1,371,324 shares of common stock for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is
expressly disclaimed.
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**
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The calculation of the percentage is based on 5,126,688 shares of common stock being issued and outstanding as of July 31, 2007, as set forth in Back Yard Burgers, Inc.s 10-Q
for the quarterly period ended June 30, 2007.
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1.
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NAMES OF REPORTING PERSONS
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Reid M. Zeising
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
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(b)
x
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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OO
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5.
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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7. SOLE VOTING POWER
|
|
|
|
None
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8. SHARED VOTING POWER
|
|
|
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1,806,728*
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9. SOLE DISPOSITIVE POWER
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None
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10. SHARED DISPOSITIVE POWER
|
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435,404
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
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|
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1,806,728*
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12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
¨
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|
|
|
|
|
|
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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|
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35.24%**
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14.
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TYPE OF REPORTING PERSON
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IN
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*
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Beneficial ownership of 1,371,324 shares of the common stock of Back Yard Burgers, Inc. referred to herein is being reported hereunder solely because the reporting person may be
deemed to have beneficial ownership of such shares as a result of the Stockholder Voting Agreements described in Items 3, 4 and 5 hereof. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by
any of the Reporting Persons that it is the beneficial owner of such 1,371,324 shares of common stock for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is
expressly disclaimed.
|
**
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The calculation of the percentage is based on 5,126,688 shares of common stock being issued and outstanding as of July 31, 2007, as set forth in Back Yard Burgers, Inc.s 10-Q
for the quarterly period ended June 30, 2007.
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Introductory Note.
This Final Amendment (as defined herein) is filed by BBAC, LLC (
BBAC
), Cherokee Advisors, LLC (
Cherokee
) and Reid M. Zeising (collectively, the
Reporting Persons
) to update the
Amended Statement (as defined herein). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Amended Statement.
Item 1.
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Security and Issuer.
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Item 1 of the Statement is hereby
amended and restated in its entirety as follows:
This Final Amendment to Schedule 13D (
Final Amendment
) relates to shares of common
stock, par value $0.01 per share (the
Common Stock
), of Back Yard Burgers, Inc., a Delaware corporation (the
Issuer
). This Final Amendment amends the initial statement on Schedule 13D filed by the Reporting
Persons on June 5, 2006, as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Persons on August 24, 2006, Amendment No. 2 to Schedule 13D filed by the Reporting Persons on September 5, 2006, Amendment
No. 3 to Schedule 13D filed by the Reporting Persons on December 7, 2006, Amendment No. 4 to Schedule 13D filed by the Reporting Persons on June 12, 2007, Amendment No. 5 to Schedule 13D filed by the Reporting Persons on
October 1, 2007, and Amendment No. 6 to Schedule 13D filed by the Reporting Persons on November 1, 2007 (the
Amended Statement
and, collectively with this Final Amendment, the
Statement
). The address
of the Issuers principal executive office is 1657 N. Shelby Oaks Drive, Suite 105, Memphis, Tennessee 38134. This Final Amendment is being filed to reflect the merger of BBACs wholly owned subsidiary, BBAC Merger Sub, Inc., a Delaware
corporation, with and into the Issuer effective on November 5, 2007 (
Merger
).
Item 4.
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Purpose of the Transaction.
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Item 4 of the Statement is hereby
amended by adding the following at the end of Item 4:
On November 5, 2007, the Issuer filed with the Secretary of State of Delaware a Certificate of
Merger and the Merger was consummated. Also on November 5, 2007, the Issuer requested that the Common Stock no longer be quoted on the NASDAQ Capital Market and a Form 15 will be filed with the Commission on behalf of the Issuer to terminate
the registration of the Common Stock and the Issuers reporting obligations under the Securities Exchange Act of 1934.
Item 5.
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Interest in Securities of Issuer
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Item 5 the Statement is
hereby amended by the adding the following at the end of Item 5:
On November 5, 2007, the Issuer filed a Certificate of Merger with the
Secretary of State of Delaware. Pursuant to the Merger Agreement, each share of the Common Stock was cancelled at the effective time of the Merger and converted into the right to receive $6.50 per share in cash (except for the shares held by BBAC),
without interest, and the Issuer, the surviving entity of the Merger, became a wholly owned subsidiary of BBAC.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Final Amendment is true, complete and correct.
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November 5, 2007
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(Date)
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BBAC, LLC
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By:
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Reid Zeising
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Chairman
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/s/ Reid Zeising
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(Signature)
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CHEROKEE ADVISORS, LLC
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By:
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Reid Zeising
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Managing Member
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/s/ Reid Zeising
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(Signature)
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REID ZEISING
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/s/ Reid Zeising
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(Signature)
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