-----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, Rj27hfR6ICBCcSKPpShYgZseSJTlCFqHzDrCtV/k3CLun7TAESJuI5ZcuIh9BhBC 3cE13Yl5/XRxupnPfS/meQ== 0000912057-96-024132.txt : 19961031 0000912057-96-024132.hdr.sgml : 19961031 ACCESSION NUMBER: 0000912057-96-024132 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961030 SROS: NASD GROUP MEMBERS: GARY S. KOHLER GROUP MEMBERS: OKABENA PARTNERSHIP K GROUP MEMBERS: OKABENA PARTNERSHIP L. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FAMOUS DAVE S OF AMERICA INC CENTRAL INDEX KEY: 0001021270 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 411782300 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-47211 FILM NUMBER: 96650365 BUSINESS ADDRESS: STREET 1: 12700 INDUSTRIAL PARK BLVD CITY: PLYMOUTH STATE: MN ZIP: 55441 BUSINESS PHONE: 612-557-57 MAIL ADDRESS: STREET 1: 12700 INDUSTRIAL PARK BLVD CITY: PLYMOUTH STATE: MN ZIP: 55441 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OKABENA PARTNERSHIP K CENTRAL INDEX KEY: 0000904863 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 5140 NORWEST CENTER CITY: MINNEAPOLIS STATE: MN ZIP: 55402-4133 BUSINESS PHONE: 6123397151 MAIL ADDRESS: STREET 1: 5140 NORWEST CENTER CITY: MINNEAPOLIS STATE: MN ZIP: 55402 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Famous Dave's of America, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock and Redeemaable Class A Warrants (Units) - -------------------------------------------------------------------------------- (Title of Class of Securities) 307068205 - -------------------------------------------------------------------------------- (CUSIP Number) Gary S. Kohler, Vice President Okabena Investment Services, Inc. 5140 Norwest Center 90 South Seventh Street, Minneapolis, MN 55402-4139 (612) 339-7151 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to receive Notices and Communications) October 21, 1996 - -------------------------------------------------------------------------------- (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 / /. Check the following box if a fee is being paid with this statement /x/. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such class. See Rule 13d-7.) 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 should 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). Page 1 of 8 pages CUSIP No. 307068205 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Okabena Partnership K, a Minnesota general partnership 41-1642281 - -------------------------------------------------------------------------------- (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 if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / N/A - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Minnesota - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power 602,750 shares Shares Bene- ----------------------------------------------------------------- ficially (8) Shared Voting Power -0- shares Owned by ----------------------------------------------------------------- Each Report- (9) Sole Dispositive Power 602,750 shares ing Person ----------------------------------------------------------------- With (10) Shared Dispositive Power -0- shares - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 602,750 shares See Item 5 - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares / / N/A - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 10.4% - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) PN Page 2 of 8 pages CUSIP No. 307068205 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Okabena Partnership L, a Minnesota general partnership 41-1852231 - -------------------------------------------------------------------------------- (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 if Disclosure of Legal Proceedings is Required Pursuant to Items / / 2(d) or 2(e) N/A - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Minnesota - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power 20,000 shares Shares Bene- ----------------------------------------------------------------- ficially (8) Shared Voting Power -0- shares Owned by ----------------------------------------------------------------- Each Report- (9) Sole Dispositive Power 20,000 shares ing Person ----------------------------------------------------------------- With (10) Shared Dispositive Power -0- shares - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 20,000 shares (See Item 5) - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares / / N/A - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 0.3% - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) PN Pages 3 of 8 pages CUSIP No. 307068205 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Gary S. Kohler, 474-684-137 - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) / / (b) /x/ - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds PF - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to / / Items 2(d) or 2(e) N/A - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization U.S. - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power 10,000 shares Shares Bene- ----------------------------------------------------------------- ficially (8) Shared Voting Power -0- shares Owned by ----------------------------------------------------------------- Each Report- (9) Sole Dispositive Power 10,000 shares ing Person ----------------------------------------------------------------- With (10) Shared Dispositive Power -0- shares - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 10,000 shares (See Item 5) - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares / / N/A - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 0% - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) IN Pages 4 of 8 pages CUSIP No. 307068205 ITEM 1. SECURITY AND ISSUER The class of equity securities to which this Schedule 13D Statement relates to is the common stock, $.01 par value per share ("Common Stock") and Redeemable Class A Warrants ("Warrants") of Famous Dave's of America, Inc. (the "Issuer"). The principal executive offices of the Issuer are located at 12700 Industrial Park Boulevard, Plymouth, Minnesota 55441. ITEM 2. IDENTITY AND BACKGROUND (a) The undersigned hereby file this Schedule 13D Statement on behalf of Okabena Partnership K ("Partnership K"), a Minnesota general partnership, Okabena Partnership L ("Partnership L"), a Minnesota general partnership and Gary S. Kohler ("Kohler"), an individual. Partnership K, Partnership L and Kohler are hereinafter sometimes referred to collectively as the "Reporting Persons." The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) under the Securities Exchange Act of 1934, although neither the fact of this filing nor anything contained herein shall be deemed to be a claim or an admission by the Reporting Persons that a group exists. PARTNERSHIP K (b)-(c). Okabena Partnership K is a Minnesota general partnership. Its principal business is investment and its principal business and office address is 5140 Norwest Center, 90 South Seventh Street, Minneapolis, MN 55402-4139. The managing partner of Okabena Partnership K is Okabena Investment Services, Inc., a Minnesota corporation ("OIS"). PARTNERSHIP L (b)-(c). Okabena Partnership L is a Minnesota general partnership. Its principal business is investment and its principal business and principal office address is 5140 Norwest Center, 90 South Seventh Street, Minneapolis, MN 55402-4139. The managing partner of Okabena Partnership L is OIS. KOHLER (b)-(c). Kohler is Vice-President of OIS and the portfolio manager for Partnership K. His principal business and office address is 5140 Norwest Center, 90 South Seventh Street, Minneapolis, MN 55402-4139. OIS (b)-(c). OIS is a Minnesota corporation. The principal business of OIS is to provide investment supervisory and portfolio management to the clients of Okabena Company, a private holding company, including acting as managing partner of Partnership K and Partnership L. OIS's principal business and principal office address is 5140 Norwest Center, 90 South Seventh Street, Minneapolis, MN 55402-4139. (d) None of the entities or persons identified in this Item 2 or in Exhibit A or B to this Schedule 13D Statement has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Pages 5 of 8 pages CUSIP No. 307068205 (e) None of the entities or persons identified in this Item 2 or Exhibit A or B to this Schedule 13D Statement 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 any violation with respect to such laws. (f) The natural persons who are partners in Partnership K and Partnership L and Kohler are citizens of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The purchases were made by Partnership K and Partnership L from working capital. Kohler's purchase was made with personal funds. ITEM 4. PURPOSE OF TRANSACTION The acquisition of the securities of the Issuer by the Reporting Persons was made for investment. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER See Schedule 13D Statement cover page, rows (7) through (11) inclusive and row (13). Based on information filed by the Issuer with the Securities and Exchange Commission on October 21, 1996, it is believed the Issuer has 5,656,250 shares of Common Stock issued and outstanding as of this date. (a) PARTNERSHIP K Partnership K is the beneficial owner of 602,750 shares of the Common Stock, or approximately 10.4% of the Common Stock outstanding. The securities were purchased in the following transactions: (i) 282,750 restricted shares of Common Stock were purchased on July 11, 1996, at a cost of $3.50 per share, in a private placement effected by the Issuer through R.J. Steichen & Company, selling agent; (ii) Units consisting of 130,000 shares of Common Stock and 130,000 Warrants (presently exercisable) in an open market transaction on October 21, 1996 at a cost of $6.50 per Unit; (iii) Units consisting of 5,000 shares of Common Stock and 5,000 Warrants (presently exercisable) in an open market transaction on October 21, 1996 at a cost of $10.825 per Unit; and (iv) Units consisting of 25,000 shares of Common Stock and 25,000 Warrants in an open market transaction on October 21, 1996 at a cost of $11.125 per Unit. PARTNERSHIP L Okabena Partnership L is the beneficial owner of 20,000 shares of the Common Stock, or approximately 0.3% of the Common Stock outstanding. The securities were purchased in the following transaction: Pages 6 of 8 pages CUSIP No. 307068205 (i) Units consisting of 10,000 shares of Common Stock and 10,000 Warrants (presently exercisable) in an open market transaction on October 21, 1995 at a cost of $6.50 per Unit. KOHLER Kohler is the beneficial owner of 10,000 restricted shares of the Common Stock, or approximately 0% of the Common Stock outstanding. The securities were purchased on July 11, 1996, at a cost of $3.50 per share, in a private placement effected by the Issuer through R.J. Steichen & Company, selling agent. As an officer of OIS, Kohler may be deemed to be the beneficial owner of the securities owned by Partnerhip K and Partnership L, as described in Item 5. OIS As the managing partner of Partnership K and Partnership L, OIS may be deemed to be the beneficial owner of the securities beneficially owned by Partnership K and Partnership L described in Item 5. OIS disclaims beneficial ownership of such securities. (b) The officers of OIS, the managing partner of Partnership K and Partnership L may be deemed to share the power to vote or direct the voting of and to dispose or to direct the disposition of the shares of Common Stock and Warrants owned beneficially by Partnership K and Partnership L, resepctively. Each of the officers of OIS, including Kohler, disclaim beneficial ownership of all shares of Common Stock and Warrants other than those owned directly or by virtue of any officer's pro rata interest, if any, as a partner in Partnership K or Partnership L. (c) Except as described in this Schedule 13D Statement, none of the persons listed in Item 2 has effected any transaction in the Common Stock or Warrants in the past 60 days. (d) Except as described in this Schedule 13D Statement, no person has the power to direct the receipt of dividends on or the proceeds of sales of the shares of Common Stock or Warrants owned by the Reporting Persons. ITEM 6. CONTRACT, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT TO THE SECURITIES OF THE ISSUER The Issuer has agreed to file a registration statement relating to the Common Stock purchased on July 11, 1996 by Partnership K and Kohler one (1) year following the effective date of the Issuer's initial public offering provided the Issuer is then eligible to use Form S-3. The Issuer completed an initial public offering on October 21, 1996. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit A: Additional Item 2 Information concerning the partners of Partnership K. Exhibit B: Additional Item 2 Information concerning the partners of Partnership L. Exhibit C: A copy of the written agreement relating to the filing of a joint statement as required by Rule 13d-1(f) under the Securities Exchange Act of 1934. Pages 7 of 8 pages SIGNATURE After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: October 30, 1996 OKABENA PARTNERSHIP K By: Okabena Investment Services, Inc. Its Managing Partner By: /s/ Gary S. Kohler ------------------------------------ Gary S. Kohler, Vice President OKABENA PARTNERSHIP L By: Okabena Investment Services, Inc. Its Managing Partner By: /s/ Gary S. Kohler ------------------------------------ Gary S. Kohler, Vice President GARY S. KOHLER /s/ Gary S. Kohler ----------------------------------------- Pages 8 of 8 pages EXHIBIT A Set forth below is the name and business occupation of each general partner of Okabena Partnership K. The business address for each person or entity listed is c/o Okabena Investment Services, Inc., 5140 Norwest Center, Minneapolis, MN 55402-4139. See Item 2(d), (e), and (f) of this Schedule 13D Statement for additional information concerning these general partners. NAME OF PARTNER OCCUPATION Lucy J. Dayton Private Investor Chadwick Foundation N/A Christopher B. Dayton Private Investor Martha B. Dayton Private Investor Michael K. Dayton Private Investor James G. Dayton Architect Tobin J. Dayton Student Mae F. Dayton Private Investor Scott N. Dayton Retailer Chadwick L. Dayton Student Whitney L. Dayton Minor Edward N. Dayton Private Investor Robert J. Dayton Chief Executive Officer (Okabena Co. - Family Office) John W. Dayton Business Owner Sherry Ann Dayton Private Investor Joan L. Dayton Private Investor Rebecca H. Dayton Private Investor Arlene J. Dayton Private Investor Virginia Y. Dayton Private Investor Bruce B. Dayton Private Investor Mark B. Dayton Private Investor Brandt N. Dayton Private Investor Christian B. Dayton Therapist Lucy B. Dayton Veterinarian Anne D. Buxton Private Investor Wallace C. Dayton Private Investor Mary Lee Dayton Private Investor Sally D. Clement Therapist Stephen M. Clement III. Educator Ellen D. Sturgis Private Investor Sheldon S. Sturgis Business Owner Katherine D. Nielsen Private Investor Stuart A. Nielsen Artist Elizabeth D. Dovydenas Private Investor K. N. Dayton Private Investor Oakleaf Foundation N/A Julia W. Dayton Private Investor Judson N. Dayton Private Investor Elisabeth J. Dayton Private Investor Duncan N. Dayton Real Estate Developer Katharine L. Kelly Private Investor Douglas J. Dayton Private Investor Meadowood Foundation N/A David D. Dayton Business Owner Vanessa D. Dayton Pathologist Steven J. Melander-Dayton Private Investor Bruce C. Dayton Student Lynn B. Dayton Student Marina B. Dayton Minor Alexander B. Dayton Minor Charles Benning Dayton Minor Jackson Gardiner Dayton Minor Margaret Bliss O'Keefe Minor Angus Dayton O'Keefe Minor Catherine Greer O'Keefe Minor Nicholas Sherman Buxton Minor Henry M. Buxton Minor Theodore D. Clement Minor Winston W. Clement Minor Matthew D. Sturgis Minor Katherine L. Sturgis Minor Rosamond G. Sturgis Minor Samuel D. Richardson Minor Olivia Maren Nielsen Minor Joyce D. Dovydenas Minor Elena L. Dovydenas Minor Caroline Avery Dayton Minor Davis Winton Dayton Minor Isaac N. Dayton Minor Caleb F. Dayton Minor Dorothy J. Melander-Dayton Minor Adele Marie Melander-Dayton Minor Bruce C. Lueck President Okabena Investment Services, Inc. (Registered Investment Advisor) Gary S. Kohler Vice President Okabena Investment Services, Inc. (Registered Investment Advisor) EXHIBIT B Set forth below is the name and business occupation of each general partner of Okabena Partnership L. The business address for each person or entity listed is c/o Okabena Investment Services, Inc. 5140 Norwest Center, Minneapolis, MN 55402-4139. See item 2(d), (e), and (f) of this Schedule 13D Statement for additional information concerning these general partners. NAME OF PARTNER OCCUPATION Chadwick Foundation N/A Lucy J. Dayton Private Investor Oakleaf Foundation N/A Yale University N/A Tamarack Foundation N/A Meadowood Foundation N/A EXHIBIT C Joint Filing Agreement The undersigned agree that this Schedule 13D Statement dated October 30, 1996 relating to Famous Dave's of America, Inc. shall be filed on behalf of the undersigned. October 30, 1996 OKABENA PARTNERSHIP K By: Okabena Investment Services, Inc. Its Managing Partner By: /s/ Gary S. Kohler ----------------------------------------- Gary S. Kohler, Vice President October 30, 1996 OKABENA PARTNERSHIP L By: Okabena Investment Services, Inc. Its Managing Partner By: /s/ Gary S. Kohler ----------------------------------------- Gary S. Kohler, Vice President GARY S. KOHLER /s/ Gary S. Kohler ---------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----