-----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, FvvZT3s7MVvSNcbv9jBiFHZ0mieEDgNsjnau9JqJVzMtDiFY9SdKFC8lwMkuZ3lH VFl6UfknVTEt2Ab2i95Msw== 0001047469-99-027596.txt : 19990716 0001047469-99-027596.hdr.sgml : 19990716 ACCESSION NUMBER: 0001047469-99-027596 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990715 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/A SEC ACT: SEC FILE NUMBER: 005-47661 FILM NUMBER: 99665001 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/A BUSINESS ADDRESS: STREET 1: 7920 ORANGETHORPE AVE CITY: BUENA PARK STATE: CA ZIP: 90620 BUSINESS PHONE: 7146700934 SC 13D/A 1 SC 13D/A 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. 1)* Chicago Pizza & Brewery, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, no par value - ------------------------------------------------------------------------------- (Title of Class of Securities) 167889104 - ------------------------------------------------------------------------------- (CUSIP Number) Alex Meruelo 7920 Orangethorpe Avenue Buena Park, CA 90620 (714) 670-0935 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 13, 1999 - ------------------------------------------------------------------------------- (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. 167889104 - ------------------------------------------------------------------------------------------------------------------- 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 (PRIOR TO SALE REPORTED IN THIS AMENDMENT) (b) - ------------------------------------------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) PF (FOR ALEX MERUELO); WC (FOR LA PIZZA LOCA) - ------------------------------------------------------------------------------------------------------------------- 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--525,000 SHARES SHARES LA PIZZA LOCA, INC.--0 SHARES BENEFICIALLY (PRIOR TO SALE REPORTED IN THIS AMENDMENT) OWNED BY ---------------------------------------------------------------------------------------------- EACH 8. SHARED VOTING POWER ALEX MERUELO--341,000 SHARES REPORTING LA PIZZA LOCA, INC.--341,000 SHARES PERSON WITH (PRIOR TO SALE REPORTED IN THIS AMENDMENT) ---------------------------------------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER ALEX MERUELO--525,000 SHARES LA PIZZA LOCA, INC.--0 SHARES (PRIOR TO SALE REPORTED IN THIS AMENDMENT) ---------------------------------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER Alex Meruelo--341,000 shares La Pizza Loca, Inc.--341,000 shares (prior to sale reported in this amendment) - ------------------------------------------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Alex Meruelo--866,000 shares; La Pizza Loca-- 341,000 shares; all members of Group collectively own 1,131,200 shares (prior to sale reported in this amendment) - ------------------------------------------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) - ------------------------------------------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.3%; 14.77% for all members of Group (prior to sale reported in this amendment) - ------------------------------------------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) ALEX MERUELO--IN ; LA PIZZA LOCA, INC.--CO ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------
2 STATEMENT ON SCHEDULE 13D AS TO ALL REPORTING PERSONS: This Amendment No. 1 amends and supplements the Statement on Schedule 13D dated May 27, 1999 and filed by Alex Meruelo, an individual and United States citizen ("Meruelo"), La Pizza Loca, Inc., a California corporation ("La Pizza Loca"), Aaron Landon, an individual and United States citizen, Stephen R. Miraglia, an individual and United States citizen, and Blake Miraglia, an individual and United States citizen (collectively referred to in this Statement as the "Group") relating to the shares of Common Stock, no par value (the "Common Stock") of Chicago Pizza & Brewery, Inc., a California corporation (the "Company"). Capitalized terms used herein without definition have the same meaning as those ascribed to them in the initial filing. ITEM 4 PURPOSE OF THE TRANSACTION Item 4 is hereby amended to add the following: Meruelo and La Pizza Loca have discontinued their efforts to acquire control of the Company and have agreed to sell all of their 866,000 shares in the Company to ASSI, Inc., a Nevada corporation ("ASSI") for a per share price of $2.25, before selling commissions. Upon the consummation of the sale of their shares to ASSI, Meruelo and La Pizza Loca will no longer be members of the Group identified in the original Statement on Schedule 13D. ITEM 5 INTEREST IN THE SECURITIES OF THE ISSUER Item 5 is hereby amended to add the following: Neither Meruelo nor La Pizza Loca will retain any interest in the securities of the Company following consummation of the sale of their shares to ASSI. ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Item 6 is hereby amended to add the following: In connection with this transaction and in consideration for the sale of shares in the Company, Meruelo, La Pizza Loca, ASSI, the Company, and Louis Habash, an individual, have executed a Mutual Release dated as of July 13, 1999. A copy of the Mutual Release is attached hereto as Exhibit 2. ITEM 7 MATERIAL TO BE FILED AS EXHIBITS See Exhibit 2 attached hereto. SIGNATURE After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. /s/ Alex Meruelo ---------------------------------- Alex Meruelo, individually and as representative of the Group 3 EX-2 2 EXHIBIT 2 EXHIBIT 2 MUTUAL RELEASE THIS MUTUAL RELEASE ("Release"), is entered into as of the 13th day of July 1999 by and between Alex Meruelo ("Meruelo"), La Pizza Loca, Inc., a California corporation ("La Pizza Loca"), Louis Habash ("Habash"), ASSI, Inc., a Nevada corporation owned and controlled by Habash ("ASSI") and Chicago Pizza & Brewery, Inc., a California corporation ("Chicago Pizza"). A G R E E M E N T WHEREAS, Meruelo and La Pizza Loca have agreed to sell their shares of Common Stock of Chicago Pizza to ASSI, and ASSI has agreed to purchase such shares; and WHEREAS, Meruelo and La Pizza Loca, on the one hand, and Habash, ASSI and Chicago Pizza, on the other hand, have previously been involved in litigation; and WHEREAS, in connection with Meruelo's and La Pizza Loca's sale of Common Stock of Chicago Pizza to ASSI, Meruelo and La Pizza Loca, on the one hand, and Habash, ASSI and Chicago Pizza, on the other hand, have agreed to release whatever claim each of such parties has against the other. NOW THEREFORE, in consideration of the promises and of the undertakings of the parties hereto contained herein, it is hereby agreed: 1. RELEASES BY MERUELO AND LA PIZZA LOCA. Meruelo and La Pizza Loca, and each of them, on behalf of themselves and their respective predecessors and successors in interest and each of their affiliated entities, hereby fully release and forever discharge Habash, ASSI and Chicago Pizza and each of their respective present and former officers, directors, trustees, attorneys, partners, employees, agents and representatives, and their predecessors and successors in interest, from and against any and all claims (including attorneys' fees and/or costs), actions, rights, demands, damages, costs, liabilities of any kind or nature, whether known or unknown, sounding in tort, contract or any statutory or other theory of liability which any of Meruelo and La Pizza Loca now has or has ever had or may hereafter have against Habash, ASSI and Chicago Pizza, based upon or in any way related to any facts and/or events which occurred prior to the effective date of this Agreement. 2. RELEASE BY HABASH, ASSI AND CHICAGO PIZZA. Habash, ASSI and Chicago Pizza, and each of them, on behalf of themselves and their respective predecessors and successors in interest and each of their affiliated entities, hereby fully release and forever discharge Meruelo and La Pizza Loca and each of their respective present and former officers, directors, trustees, attorneys, partners, employees, agents and representatives, and their predecessors and successors in interest, from and against any and all claims (including attorneys' fees and/or costs), actions, rights, demands, damages, costs, liabilities of any kind or nature, whether known or unknown, sounding in tort, contract or any statutory or other theory of liability which any of Habash, ASSI and Chicago Pizza now has or has ever had or may hereafter have against Meruelo and La Pizza Loca, based upon or in any way related to any facts and/or events which occurred prior to the effective date of this Agreement. 1 3. WAIVER OF UNKNOWN CLAIMS. Each of the parties to this Agreement is fully aware of the existence and import of, and expressly waives any and all rights that each has, or may have, under section 1542 of the California Civil Code, which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." Each of the parties to this Agreement is fully aware of the existence and import of, and expressly waives any and all rights that each has or may have under any other state or federal statute or common law principle of similar effect. 4. BENEFICIARIES OF RELEASES. To the extent that the foregoing releases run to the favor of persons or entities not signatories hereto, this Agreement is hereby declared to be made for each of their express benefits and uses. 5. COVENANT NOT TO SUE; NO ASSIGNMENT. The parties hereby covenant and agree not to institute or continue any action or proceeding based on any of the claims which are intended to be released by this Agreement or otherwise referred to herein. Each of the parties further represents and warrants that such party has not assigned to any third party any of the claims which are intended to be released by this Agreement or otherwise referred to herein. 6. FURTHER ASSURANCES. Each of the parties hereto agrees to execute and deliver such certificates and other documents and to take such other actions as may be reasonably requested by any of the other parties in order to facilitate the releases contemplated by this Agreement, including, without limitation, the execution and delivery by Meruelo and La Pizza Loca of such documents as may be necessary to dismiss, with prejudice, any action previously filed by Meruelo and/or La Pizza Loca relating to claims released pursuant to this Agreement. 7. ATTORNEYS' FEES. In the event of any litigation with respect to the terms of this Agreement, the prevailing party shall be entitled to recover his or its attorneys' fees from the non-prevailing party(ies). 2 IN WITNESS WHEREOF, the parties have executed this Mutual Release as of the date and year first above written. ALEX MERUELO LOUIS HABASH /s/ Alex Meruelo /s/ Louis Habash - ---------------------- ---------------------- LA PIZZA LOCA, INC. ASSI, INC. By: /s/ Alex Meruelo By: /s/ Louis Habash - ---------------------------- ----------------------- Alex Meruelo, President Louis Habash, President CHICAGO PIZZA & BREWERY, INC. By: /s/ Ernest Klinger ------------------------- Ernest Klinger, President 3 -----END PRIVACY-ENHANCED MESSAGE-----