-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M07EyjIJk0Bs9KWBfazAt8/7ROf7hm8YDxCrRqng+d8Dh2Flr/Ye0LuuAe2NBcVX YPVFahNuAEgXdDFe+VmE1Q== 0000893877-97-000362.txt : 19970627 0000893877-97-000362.hdr.sgml : 19970627 ACCESSION NUMBER: 0000893877-97-000362 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970626 SROS: NASD GROUP MEMBERS: HAREDALE, LTD. GROUP MEMBERS: JAMES HENRY HILDEBRANDT GROUP MEMBERS: NIERENBERG DAVID GROUP MEMBERS: SHARPTOWN LIMITED GROUP MEMBERS: TOXFORD CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CASA OLE RESTAURANTS INC CENTRAL INDEX KEY: 0001009244 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 760493269 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-45791 FILM NUMBER: 97630220 BUSINESS ADDRESS: STREET 1: 1135 EDGEBROOK CITY: HOUSTON STATE: TX ZIP: 77034 BUSINESS PHONE: 7139437574 MAIL ADDRESS: STREET 1: 1135 EDGEBROOK STREET 2: 1135 EDGEBROOK CITY: HOUSTON STATE: TX ZIP: 77034 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NIERENBERG DAVID CENTRAL INDEX KEY: 0001040899 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 19605 N E 8TH STREET CITY: CAMAS STATE: WA ZIP: 98607 BUSINESS PHONE: 3606048600 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __)* CASA OLE RESTAURANTS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON - -------------------------------------------------------------------------------- (Title of Class of Securities) 14712P104 ------------------------------ (CUSIP Number) David Nierenberg, The D3 Family Fund, 19605 NE 8th St., Camas, WA 98607 ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) 6/19/97 ------------------------------- (Date of Event which Requires Filing of this Statement) *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). 1 of 11 SCHEDULE 13D ------------ CUSIP No. 14712P104 Page 2 of 11 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The D3 Family Fund, L.P. (David Nierenberg is President of the General Partner, which is Nierenberg Investment Management Company.) -------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 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 Washington -------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF 210,000 common shares (5.8%) SHARES -------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 0 -------------------------------------------------- EACH 9) SOLE DISPOSITIVE POWER REPORTING 210,000 PERSON -------------------------------------------------- WITH 10) SHARED DISPOSITIVE POWER 0 -------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Aggregate amount owned is 225,000 shares (6.3%) -------------------------------------------------------------------------- 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% -------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON* PN -------------------------------------------------------------------------- SCHEDULE 13D ------------ CUSIP No. 14712P104 Page 3 of 11 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Haredale, Ltd. -------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 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 The Bahamas -------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF 9,000 common shares (0.25%) SHARES -------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 0 -------------------------------------------------- EACH 9) SOLE DISPOSITIVE POWER REPORTING 9,000 PERSON -------------------------------------------------- WITH 10) SHARED DISPOSITIVE POWER 0 -------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Aggregate amount owned is 225,000 shares (6.3%) -------------------------------------------------------------------------- 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% -------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON* CO -------------------------------------------------------------------------- SCHEDULE 13D ------------ CUSIP No. 14712P104 Page 4 of 11 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sharptown Limited -------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 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 Channel Islands, British Isles -------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF 1,500 common shares (0.04%) SHARES -------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 0 -------------------------------------------------- EACH 9) SOLE DISPOSITIVE POWER REPORTING 1,500 PERSON -------------------------------------------------- WITH 10) SHARED DISPOSITIVE POWER 0 -------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Aggregate amount owned is 225,000 shares (6.3%) -------------------------------------------------------------------------- 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% -------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON* PN -------------------------------------------------------------------------- SCHEDULE 13D ------------ CUSIP No. 14712P104 Page 5 of 11 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON James Henry Hildebrandt -------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 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 Canada -------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF 3,000 common shares (0.1%) SHARES -------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 0 -------------------------------------------------- EACH 9) SOLE DISPOSITIVE POWER REPORTING 3,000 PERSON -------------------------------------------------- WITH 10) SHARED DISPOSITIVE POWER 0 -------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Aggregate amount owned is 225,000 shares (6.3%) -------------------------------------------------------------------------- 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% -------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON* IN -------------------------------------------------------------------------- SCHEDULE 13D ------------ CUSIP No. 14712P104 Page 6 of 11 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Toxford Corporation -------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 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 Channel Islands, British Isles -------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF 1,500 common shares (0.04%) SHARES -------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 0 -------------------------------------------------- EACH 9) SOLE DISPOSITIVE POWER REPORTING 1,500 PERSON -------------------------------------------------- WITH 10) SHARED DISPOSITIVE POWER 0 -------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Aggregate amount owned is 225,000 shares (6.3%) -------------------------------------------------------------------------- 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% -------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON* CO -------------------------------------------------------------------------- Page 7 of 11 Item 1. Security and Issuer Common stock of Casa Ole Restaurants, Inc. (CASA), 1135 Edgebrook, Houston, Texas 77034-1899. Item 2. Identity and Background The D3 Family Fund, L.P., a Washington State partnership, whose principal business is investing in the equities of public micro-cap issuers. Located at 19605 N.E. 8th St., Camas, Washington 98607. No convictions or administrative proceedings as described in Item 2(d) and (e). Item 3. Source and Amount of Funds or Other Consideration Source of funds is money invested in the partnership by its partners. Aggregate amount invested in CASA shares purchased by the partnership is $1,833,825, including commissions. Item 4. Purpose of Transaction The purposes of purchasing the shares were (1) for investment, and (2) for the purpose of influencing the board of directors and management of CASA to take actions to improve the share price because the share price is undervalued in light of the Company's strong management quality, profitability and cash flow, and growth prospects. Such actions might include the development of a more pro-active financial public relations strategy, including, but not limited to, the recruitment of additional research coverage and market makers, regular visits to institutional shareholders and prospective shareholders, and participation in investment conferences. The goals of such actions would be to make stock options valuable as a tool for recruiting and retaining management, to facilitate the use of CASA's stock as a means of acquiring other companies, and to build an appetite in the public markets for a successful secondary offering by CASA sometime in 1998 so that the Company can continue its aggressive growth ramp. None of the other actions described in Items 4(a)-(j) are currently contemplated. Item 5. Interest in Securities of the Issuer (a,b) D3 owns, and has sole voting and dispositive power over, 210,000 common shares of CASA (5.8%). In addition, 15,000 more common shares of CASA are owned by four foreign investors on whose behalf Mr. Nierenberg is authorized to trade: Haredale, a Bahamian corporation which owns 9,000 shares; James Henry Hildebrandt, a Canadian citizen who owns 3,000 shares; Sharptown, Ltd., a Channel Islands corporation which owns 1,500 shares; and Toxford Corporation, a Channel Islands corporation which owns 1,500 shares. Aggregating these four entities and the individual, the group controls 225,000 CASA shares (6.3%). (c) D3's transactions in the last 60 days were the purchase of 50,000 common shares of CASA through Morgan Keegan at $8.50 per share on June 19, 1997. (d) N/A (e) N/A Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer N/A for D3. Item 7. Material to be Filed as Exhibits N/A 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. June 26, 1997 DAVID NIERENBERG - --------------- ------------------------------------ Date David Nierenberg President Nierenberg Investment Management Company, Inc., the General Partner Of The D3 Family Fund, L.P. Page 8 of 11 Item 1. Security and Issuer Common stock of Casa Ole Restaurants, Inc. (CASA), 1135 Edgebrook, Houston, Texas 77034-1899. Item 2. Identity and Background (a) Haredale Ltd., a Bahamian corporation. (b) P.O. Box N-4465, Nassau, New Providence, The Bahamas. (c) Haredale is in the investment business at the address above. (d) None (e) None (f) The Bahamas. Item 3. Source and Amount of Funds or Other Consideration Haredale owns, and Mr. Nierenberg has sole voting and dispositive power over, its 9,000 shares. Item 4. Purpose of Transaction The purposes of purchasing the shares were (1) for investment, and (2) for the purpose of influencing the board of directors and management of CASA to take actions to improve the share price because the share price is undervalued in light of the Company's strong management quality, profitability and cash flow, and growth prospects. Such actions might include the development of a more pro-active financial public relations strategy, including, but not limited to, the recruitment of additional research coverage and market makers, regular visits to institutional shareholders and prospective shareholders, and participation in investment conferences. The goals of such actions would be to make stock options valuable as a tool for recruiting and retaining management, to facilitate the use of CASA's stock as a means of acquiring other companies, and to build an appetite in the public markets for a successful secondary offering by CASA sometime in 1998 so that the Company can continue its aggressive growth ramp. None of the other actions described in Items 4(a)-(j) are currently contemplated. Item 5. Interest in Securities of the Issuer (a,b) Haredale owns, and Mr. Nierenberg has sole voting and dispositive power over, its 9,000 shares. (c) None (d) N/A (e) N/A Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Haredale pays Mr. Nierenberg an annual management fee and a share of its net profits for his personal management of its accounts. Item 7. Material to be Filed as Exhibits N/A 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. June 26, 1997 DAVID NIERENBERG - --------------- ------------------------------------ Date David Nierenberg Authorized to trade for Haredale, Ltd. Page 9 of 11 Item 1. Security and Issuer Common stock of Casa Ole Restaurants, Inc. (CASA), 1135 Edgebrook, Houston, Texas 77034-1899. Item 2. Identity and Background (a) Sharptown Limited, a Channel Islands corporation. (b) P.O. Box 404, Pirouet House, Union St., St. Helier, Jersey JE4 9WG, Channel Islands, British Isles. (c) Sharptown Limited is in the investment business at the address above. (d) None (e) None (f) Channel Islands, British Isles. Item 3. Source and Amount of Funds or Other Consideration Sharptown Limited owns, and Mr. Nierenberg has sole voting and dispositive power over, its 1,500 shares. Item 4. Purpose of Transaction The purposes of purchasing the shares were (1) for investment, and (2) for the purpose of influencing the board of directors and management of CASA to take actions to improve the share price because the share price is undervalued in light of the Company's strong management quality, profitability and cash flow, and growth prospects. Such actions might include the development of a more pro-active financial public relations strategy, including, but not limited to, the recruitment of additional research coverage and market makers, regular visits to institutional shareholders and prospective shareholders, and participation in investment conferences. The goals of such actions would be to make stock options valuable as a tool for recruiting and retaining management, to facilitate the use of CASA's stock as a means of acquiring other companies, and to build an appetite in the public markets for a successful secondary offering by CASA sometime in 1998 so that the Company can continue its aggressive growth ramp. None of the other actions described in Items 4(a)-(j) are currently contemplated. Item 5. Interest in Securities of the Issuer (a,b) Sharptown Limited owns, and Mr. Nierenberg has sole voting and dispositive power over, its 1,500 shares. (c) None (d) N/A (e) N/A Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Sharptown Limited pays Mr. Nierenberg an annual management fee and a share of its net profits for his personal management of its accounts. Item 7. Material to be Filed as Exhibits N/A 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. June 26, 1997 DAVID NIERENBERG - --------------- ------------------------------------ Date David Nierenberg Authorized to trade for Sharptown Limited Page 10 of 11 Item 1. Security and Issuer Common stock of Casa Ole Restaurants, Inc. (CASA), 1135 Edgebrook, Houston, Texas 77034-1899. Item 2. Identity and Background (a) James Henry Hildebrandt, an individual who is a citizen of Canada, resident in Hong Kong. (b) c/o Bain & Company, Tenth Floor, One Pacific Place, 88 Queensway, Hong Kong. (c) Mr. Hildebrandt is in the management consulting business. (d) None (e) None (f) Canada Item 3. Source and Amount of Funds or Other Consideration Mr. Hildebrandt owns, and Mr. Nierenberg has sole voting and dispositive power over, his 3,000 shares. Item 4. Purpose of Transaction The purposes of purchasing the shares were (1) for investment, and (2) for the purpose of influencing the board of directors and management of CASA to take actions to improve the share price because the share price is undervalued in light of the Company's strong management quality, profitability and cash flow, and growth prospects. Such actions might include the development of a more pro-active financial public relations strategy, including, but not limited to, the recruitment of additional research coverage and market makers, regular visits to institutional shareholders and prospective shareholders, and participation in investment conferences. The goals of such actions would be to make stock options valuable as a tool for recruiting and retaining management, to facilitate the use of CASA's stock as a means of acquiring other companies, and to build an appetite in the public markets for a successful secondary offering by CASA sometime in 1998 so that the Company can continue its aggressive growth ramp. None of the other actions described in Items 4(a)-(j) are currently contemplated. Item 5. Interest in Securities of the Issuer (a,b) Mr. Hildebrandt owns, and Mr. Nierenberg has sole voting and dispositive power over, his 3,000 shares. (c) None (d) N/A (e) N/A Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Mr. Hildebrandt pays Mr. Nierenberg an annual management fee and a share of its net profits for his personal management of its accounts. Item 7. Material to be Filed as Exhibits N/A 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. June 26, 1997 DAVID NIERENBERG - --------------- ------------------------------------ Date David Nierenberg Authorized to trade for John Henry Hildebrandt Page 11 of 11 Item 1. Security and Issuer Common stock of Casa Ole Restaurants, Inc. (CASA), 1135 Edgebrook, Houston, Texas 77034-1899. Item 2. Identity and Background (a) Toxford Corporation, a Channel Islands corporation. (b) P.O. Box 3048, St. Andrews House, Le Bordage, St. Peter Port, Guernsey, Channel Islands, British Isles. (c) Toxford Corporation is in the investment business at the address above. (d) None (e) None (f) Channel Islands, British Isles. Item 3. Source and Amount of Funds or Other Consideration Toxford Corporation owns, and Mr. Nierenberg has sole voting and dispositive power over, its 1,500 shares. Item 4. Purpose of Transaction The purposes of purchasing the shares were (1) for investment, and (2) for the purpose of influencing the board of directors and management of CASA to take actions to improve the share price because the share price is undervalued in light of the Company's strong management quality, profitability and cash flow, and growth prospects. Such actions might include the development of a more pro-active financial public relations strategy, including, but not limited to, the recruitment of additional research coverage and market makers, regular visits to institutional shareholders and prospective shareholders, and participation in investment conferences. The goals of such actions would be to make stock options valuable as a tool for recruiting and retaining management, to facilitate the use of CASA's stock as a means of acquiring other companies, and to build an appetite in the public markets for a successful secondary offering by CASA sometime in 1998 so that the Company can continue its aggressive growth ramp. None of the other actions described in Items 4(a)-(j) are currently contemplated. Item 5. Interest in Securities of the Issuer (a,b) Toxford Corporation owns, and Mr. Nierenberg has sole voting and dispositive power over, its 1,500 shares. (c) None (d) N/A (e) N/A Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Toxford Corporation pays Mr. Nierenberg an annual management fee and a share of its net profits for his personal management of its accounts. Item 7. Material to be Filed as Exhibits N/A 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. June 26, 1997 DAVID NIERENBERG - --------------- ------------------------------------ Date David Nierenberg Authorized to trade for Toxford Corporation -----END PRIVACY-ENHANCED MESSAGE-----