-----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, J2K4EGM2oNy5iaKS6fwUHoMFXSvpU5WfjNVLQbQHpQn02lmP/ET5P3caEnE77q9+ hDiy/BHq94gKSiiWF1QdMg== 0001047469-98-043924.txt : 19981216 0001047469-98-043924.hdr.sgml : 19981216 ACCESSION NUMBER: 0001047469-98-043924 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981215 GROUP MEMBERS: ALEX MERUELO GROUP MEMBERS: LA PIZZA LOCA INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHICAGO PIZZA & BREWERY INC CENTRAL INDEX KEY: 0001013488 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 330485615 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-47661 FILM NUMBER: 98769253 BUSINESS ADDRESS: STREET 1: 26131 MARGUERITE PWY STE A CITY: MISSION VIEJO STATE: CA ZIP: 92692 BUSINESS PHONE: 949-367-8616 MAIL ADDRESS: STREET 1: 26131 MARQUERITE PARKWAY STREET 2: SUITE A CITY: MISSION VIEJO STATE: CA ZIP: 92692 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LA PIZZA LOCA INC CENTRAL INDEX KEY: 0001075188 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 7920 ORANGETHORPE AVE CITY: BUENA PARK STATE: CA ZIP: 90620 BUSINESS PHONE: 7146700934 SC 13D 1 SCHEDULE 13D OMB APPROVAL OMB NUMBER: 3235-0145 EXPIRES: AUGUST 31, 1999 ESTIMATED AVERAGE BURDEN HOURS PER RESPONSE.......14.90 ------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. _______)* Chicago Pizza & Brewery, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, no par value - ------------------------------------------------------------------------------- (Title of Class of Securities) 167889104 - ------------------------------------------------------------------------------- (CUSIP Number) Gary S. Mendoza Riordan & McKinzie 300 South Grand Avenue, Suite 2900 Los Angeles, CA 90071 (213) 629-4824 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 4, 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 the subject of this Schedule 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 on 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). POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. SEC 1746 (10-97) 1 CUSIP No. - -------------------- ------------------------------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Alex Meruelo La Pizza Loca, Inc.; 95-4238101 - -------------- ----- ------------------------------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) X (B) - -------------- ----- --------- --------------------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------- ----- ------------------------------------ ----------------------------------------------------------------- 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) PF - -------------- ----- ---------------------------------------- ------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) - -------------- ----- ------------------------------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION ALEX MERUELO, USA CITIZEN LA PIZZA LOCA, INC., CALIF. CORPORATION - -------------- ----- ------------------------------------------------ ----------------------------------------------------- - -------------- ----- ------------------------------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER ALEX MERUELO--474,000 SHARES SHARES LA PIZZA LOCA, INC.--0 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - -------------------- ------------------------------------ ----------------------------------------------------------------- 8. SHARED VOTING POWER --------------- ------------------------------------------------------------------------ 9. SOLE DISPOSITIVE POWER ALEX MERUELO--474,000 SHARES LA PIZZA LOCA, INC.--0 SHARES ---------------------------------------------- ---------------------------------------- 10. SHARED DISPOSITIVE POWER ---------------------------------------------- ---------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 474,000 SHARES - -------------- ----- ---------------------------------------------------------------------------------- -------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) - -------------- ----- ------------------------------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.4 - -------------- ----- ----------------------------------------------------------------- ------------------------------------- 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) -------------------------- -- ------ --------------- ---------------- -------------------- ALEX MERUELO--IN; LA PIZZA LOCA, INC.--CO ------------------------------------------------------------------------------------------------------- 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 DECEMBER 14, 1998 DECEMBER 14, 1998 - ----------------- ---------------------------------------------------------------------------------------------------------- SIGNATURE - ----------------- ---------------------------------------------------------------------------------------------------------- NAME/TITLE ALEX MERUELO ALEX MERUELO, PRESIDENT, LA PIZZA LOCA, INC.
2 ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) LA PIZZA LOCA 13D 3 STATEMENT ON SCHEDULE 13D ITEM 1 SECURITY AND ISSUER THIS STATEMENT ON SCHEDULE 13D (THIS "STATEMENT") RELATES TO THE COMMON STOCK, NO PAR VALUE (THE "COMMON STOCK") OF CHICAGO PIZZA & BREWERY, INC., A CALIFORNIA CORPORATION (THE "COMPANY"), WHOSE PRINCIPAL EXECUTIVE OFFICE IS LOCATED AT 26131 MARGUERITE PARKWAY, SUITE A, MISSION VIEJO, CA 92692. ITEM 2 IDENTITY AND BACKGROUND THIS STATEMENT IS FILED ON BEHALF OF ALEX MERUELO, AN INDIVIDUAL AND UNITED STATES CITIZEN ("MERUELO"), AND LA PIZZA LOCA, INC., A CALIFORNIA CORPORATION ("LA PIZZA LOCA"). MERUELO'S AND LA PIZZA LOCA'S PRINCIPAL BUSINESS ADDRESS IS 7920 ORANGETHORPE AVENUE, BUENA PARK, CA 90620. MERUELO IS THE PRESIDENT AND CHIEF EXECUTIVE OFFICER OF LA PIZZA LOCA AND OWNS 95% OF LA PIZZA LOCA'S ISSUED AND OUTSTANDING COMMON STOCK. LA PIZZA LOCA IS ENGAGED IN THE BUSINESS OF OPERATING A CHAIN OF DELIVERY AND TAKE-OUT PIZZA RESTAURANTS IN THE SOUTHERN CALIFORNIA AREA. MERUELO IS THE SOLE DIRECTOR AND EXECUTIVE OFFICER OF LA PIZZA LOCA. DURING THE LAST FIVE YEARS, MERUELO HAS NOT BEEN CONVICTED IN ANY CRIMINAL PROCEEDING OR 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 (I) ENJOINING FUTURE VIOLATIONS OF, OR PROHIBITING OR MANDATING ACTIVITIES SUBJECT TO FEDERAL OR STATE SECURITIES LAWS OR (II) FINDING ANY VIOLATION WITH RESPECT TO SUCH LAWS. ITEM 3 SOURCE AND AMOUNT OF FUNDS MERUELO'S PURCHASES OF SHARES OF COMMON STOCK REPORTED IN THIS STATEMENT WERE FINANCED THROUGH THE USE OF PERSONAL FUNDS. ITEM 4 PURPOSE OF THE TRANSACTION MERUELO'S PURCHASES OF THE SHARES OF COMMON STOCK REPORTED IN THIS STATEMENT WERE MADE IN ADVANCE OF MERUELO'S AND LA PIZZA LOCA'S EFFORTS TO ACQUIRE THE COMPANY. MERUELO AND LA PIZZA LOCA INTEND TO PURSUE AN ACQUISITION OF THE COMPANY. A COPY OF THE ACQUISITION PROPOSAL THAT LA PIZZA LOCA INTENDS TO PRESENT TO THE COMPANY'S BOARD OF DIRECTORS IS ATTACHED TO STATEMENT AS EXHIBIT 1. UNDER SUCH PROPOSAL, THE COMPANY WOULD MERGE INTO A CORPORATION THAT LA PIZZA LOCA WOULD FORM, AND EACH SHARE OF COMMON STOCK, OTHER THAN SHARES HELD BY TWO MEMBERS OF THE COMPANY'S MANAGEMENT, WOULD BE CONVERTED INTO THE RIGHT TO RECEIVE THE MERGER CONSIDERATION IN CASH. LA PIZZA LOCA WOULD PROVIDE UP TO $500,000 OF ADDITIONAL EQUITY FINANCING IN CONNECTION WITH SUCH ACQUISITION, AND THE BALANCE OF THE NECESSARY FINANCING WOULD BE OBTAINED THROUGH A CREDIT FACILITY SECURED BY LA PIZZA LOCA'S OTHER ASSETS AND THE ASSETS OF THE COMPANY. ITEM 5 INTEREST IN SECURITIES OF THE ISSUER EXHIBIT 2 ATTACHED HERETO SETS FORTH THE DATE, NUMBER OF SHARES PURCHASED ON SUCH DATE AND THE RELEVANT PURCHASE PRICE FOR THE 324,000 SHARES OF COMMON STOCK THAT MERUELO HAS PURCHASED DURING THE 60-DAY PERIOD PRECEDING THE FILING OF THIS STATEMENT. AS A RESULT OF SUCH PURCHASES, MERUELO AND LA PIZZA LOCA ARE THE BENEFICIAL HOLDERS OF APPROXIMATELY 7.4% OF THE COMPANY'S OUTSTANDING COMMON STOCK. A COPY OF THE JOINT ACQUISITION STATEMENT REQUIRED BY RULE 13D-1(F) IS ATTACHED TO THIS STATEMENT AS EXHIBIT 3. ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER NEITHER MERUELO NOR LA PIZZA LOCA NOR ANY OF LA PIZZA LOCA'S OTHER EXECUTIVE OFFICERS OR DIRECTORS HAS ENTERED INTO ANY CONTRACT, ARRANGEMENT, UNDERSTANDING OR 4 RELATIONSHIP (LEGAL OR OTHERWISE) WITH ANY PERSON WITH RESPECT TO ANY SECURITIES OF THE COMPANY. ITEM 7 MATERIAL TO BE FILED AS EXHIBITS SEE EXHIBIT 1, EXHIBIT 2 AND EXHIBIT 3 ATTACHED HERETO. 5 EXHIBIT 1 PROPOSAL LETTER LA PIZZA LOCA, INC. 7920 ORANGETHORPE AVENUE BUENA PARK, CA 90620 December 14, 1998 Board of Directors Chicago Pizza & Brewery, Inc. 26131 Marguerite Parkway, Suite A Mission Viejo, CA 92692 Re: Proposed Merger Transaction --------------------------- Gentlemen: I would like to propose to you a transaction whereby La Pizza Loca, Inc. ("La Pizza Loca") would acquire all of the issued and outstanding stock of Chicago Pizza & Brewery, Inc. ("Chicago Pizza"). The essential terms of this proposal are as follows: 1. PURCHASE PRICE; TRANSACTION STRUCTURE. Under the terms of our proposal, each holder of shares of Chicago Pizza Common Stock, other than the members of management identified below and Alex Meruelo, the President of La Pizza Loca, would receive $2.00 per share in cash upon the completion of the acquisition. This acquisition would be structured as a merger between Chicago Pizza and a corporation that La Pizza Loca would form. 2. FINANCING. The undersigned recently completed the purchase of approximately 500,000 shares of Chicago Pizza Common Stock utilizing personal funds. La Pizza Loca intends to provide up to $500,000 of additional equity financing for this acquisition and to obtain the balance of the acquisition financing through a bank credit facility secured by La Pizza Loca's other assets and the assets of Chicago Pizza. La Pizza Loca has presented this proposal to a bank with which La Pizza Loca has a long-standing relationship, and they have indicated their willingness to provide this financing. In any event, La Pizza Loca's obligations to complete this acquisition under the definitive merger agreement that it is prepared to negotiate would not be subject to financing. 3. CONDITIONS TO CONSUMMATION OF THE PROPOSED MERGER. La Pizza Loca's obligation to consummate the transaction contemplated by this letter would be subject to (i) the execution of a definitive agreement in a form mutually acceptable to La Pizza Loca and Chicago Pizza, (ii) approval of the merger by the La Pizza Loca and Chicago Pizza Boards of Directors and by the affirmative vote of holders of a majority of the shares of Chicago Pizza Common Stock voting at a Special Meeting of Shareholders, (iii) satisfactory completion of our due diligence review, (iv) any required clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (v) negotiation of acceptable arrangements with Paul Motenko and Jerry Hennessy whereby each of these members of Chicago Pizza's management would become shareholders of the company that survives the merger and (vi) such other conditions as the parties mutually agree upon. 4. DUE DILIGENCE; CONFIDENTIALITY. We are prepared to commence our substantive due diligence and begin negotiations of the definitive merger agreement and the terms of our agreement with the members of management identified in the preceding paragraph upon Chicago Pizza's execution of this proposal letter. To facilitate our due diligence, I would like to request that Chicago Pizza provide La Pizza Loca and its representatives with all appropriate access to Chicago Pizza's books, records and other documents and to key Chicago Pizza personnel. La Pizza Loca is prepared to execute an appropriate Confidentiality Agreement in connection with our due diligence efforts. 6 La Pizza Loca and Chicago Pizza understand and agree that neither La Pizza Loca nor Chicago Pizza is legally bound by the proposed terms set forth in this letter. Please indicate approval of the foregoing proposal as the basis for the definitive negotiations contemplated in this letter by signing a copy of this letter where indicated below and returning it to the undersigned. Very truly yours, LA PIZZA LOCA, INC. By: /s/ Alex Meruelo ------------------------ Alex Meruelo, President AGREED TO AND ACCEPTED: CHICAGO PIZZA & BREWERY, INC. By: /s/ Alex Meruelo -------------------------- Its: President -------------------------- 7 EXHIBIT 2 SCHEDULE OF PURCHASES OF CHICAGO PIZZA & BREWERY COMMON STOCK
Date of Purchase Number of Shares Purchased on Such Date Purchase Price - ---------------- --------------------------------------- -------------- 9/29/98 5,000 $ 6,877 10/6/98 5,000 6,877 10/7/98 5,000 7,814 10/9/98 20,000 28,762 10/16/98 15,000 ` 21,564 10/26/98 8,000 13,002 10/28/98 9,000 16,314 10/29/98 9,500 17,220 11/4/98 11,100 20,120 11/5/98 5,600 ` 10,152 11/12/98 15,000 26,252 11/16/98 7,400 12,952 11/17/98 2,500 4,377 11/18/98 7,000 12,252 11/19/98 5,000 ` 8,752 11/20/98 4,500 7,877 11/23/98 7,000 11,814 12/3/98 8,400 13,127 12/4/98 19,000 26,127 12/4/98 150,000 225,000 12/7/98 5,000 6,877
All of the foregoing purchases were made by Meruelo in open market transactions. In addition, to the foregoing transactions, Meruelo purchased an additional 150,000 shares of Common Stock during the period from July 2, 1998 through August 11, 1998. All of such purchases were made in open market transactions at per share prices ranging from $1-5/8 to $1-3/4 per share. 8 Exhibit 3 Alex Meruelo, an individual, and La Pizza Loca, Inc., a California corporation, hereby acknowledge and agree that the Statement 13D filed on December 14, 1998 with respect to the common stock, no par value, of Chicago Pizza & Brewery, Inc., is filed on behalf of each of Alex Meruelo and La Pizza Loca, Inc. This acknowledgment and agreement is made this 14th day of December 1998. ALEX MERUELO LA PIZZA LOCA, INC. /s/ Alex Mereulo By: /s/ Alex Meruelo ---------------------- ----------------------- Alex Meruelo, President 9 -----END PRIVACY-ENHANCED MESSAGE-----