-----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, DWK1B4nmZD1TqpWQpBS3rUdmL+gdzDjKSJ4nY/69Vz7hyxvSWVBCPTA+VVaHZngP IoChuJwevtPVAIV2QUi0gA== 0000919574-05-002685.txt : 20050812 0000919574-05-002685.hdr.sgml : 20050812 20050812171343 ACCESSION NUMBER: 0000919574-05-002685 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050812 DATE AS OF CHANGE: 20050812 GROUP MEMBERS: JOSHUA G. WELCH GROUP MEMBERS: VICUNA PARTNERS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FAMOUS DAVES 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-47211 FILM NUMBER: 051022638 BUSINESS ADDRESS: STREET 1: 12701 WHITEWATER DRIVE STREET 2: SUITE 200 CITY: MINNETONKA STATE: MN ZIP: 55343 BUSINESS PHONE: 952-294-1300 MAIL ADDRESS: STREET 1: 12701 WHITEWATER DRIVE STREET 2: SUITE 200 CITY: MINNETONKA STATE: MN ZIP: 55343 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VICUNA ADVISERS LLC CENTRAL INDEX KEY: 0001069634 IRS NUMBER: 134006560 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 230 PARK AVE STREET 2: 7TH FL CITY: NEW YORK STATE: NY ZIP: 10169 BUSINESS PHONE: 2124992942 MAIL ADDRESS: STREET 1: 230 PARK AVE STREET 2: 7TH FL CITY: NEW YORK STATE: NY ZIP: 10160 SC 13G 1 d592966_13-g.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. ) Famous Dave's of America, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 307068106 - -------------------------------------------------------------------------------- (CUSIP Number) August 2, 2005 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [X] Rule 13d-1(c) [_] Rule 13d-1(d) CUSIP No. 307068106 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Vicuna Partners, L.L.C. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 585,171 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 585,171 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5.35% 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.35% 12. TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- CUSIP No. 307068106 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Vicuna Advisors, L.L.C. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 585,171 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 585,171 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5.35% 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.35% 12. TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- CUSIP No. 307068106 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Joshua G. Welch 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 585,171 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 585,171 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 585,171 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.35% 12. TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- CUSIP No. 307068106 --------- Item 1(a). Name of Issuer: Famous Dave's of America, Inc. -------------------------------------------------------------------- Item 1(b). Address of Issuer's Principal Executive Offices: 12701 Whitewater Drive, Suite 200, Minnetonka, MN 55343 -------------------------------------------------------------------- Item 2(a). Name of Person Filing: Vicuna Partners, L.L.C. -------------------------------------------------------------------- Item 2(b). Address of Principal Business Office, or if None, Residence: Vicuna Partners, L.L.C. 230 Park Avenue 7th Floor New York, New York 10169 -------------------------------------------------------------------- Item 2(c). Citizenship: Delaware -------------------------------------------------------------------- Item 2(d). Title of Class of Securities: Common Stock -------------------------------------------------------------------- Item 2(e). CUSIP Number: 307068106 -------------------------------------------------------------------- Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act. (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [_] Investment company registered under Section 8 of the Investment Company Act. (e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: Vicuna Partners, L.L.C. - 585,171 shares Vicuna Advisors, L.L.C. - 585, 171 shares Joshua G. Welch - 585,171 shares ---------------------------------------------------------------------- (b) Percent of class: Vicuna Partners, L.L.C. - 5.35% Vicuna Advisors, L.L.C. - 5.35% Joshua G. Welch - 5.35% ---------------------------------------------------------------------- (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote Vicuna Partners, L.L.C.- 0 Vicuna Advisors, L.L.C. - 0 Joshua G. Welch - 0 -------------, (ii) Shared power to vote or to direct the vote Vicuna Partners, L.L.C.- 585,171 Vicuna Advisors, L.L.C. - 585,171 Joshua G. Welch - 585,171 -------------, (iii) Sole power to dispose or to direct the disposition of Vicuna Partners, L.L.C. - 0 Vicuna Advisors, L.L.C. - 0 Joshua G. Welch - 0 -------------, (iv) Shared power to dispose or to direct the disposition of Vicuna Partners, L.L.C. - 585,171 Vicuna Advisors, L.L.C. - 585,171 Joshua G. Welch - 585,171 -------------. Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following [ ]. N/A ---------------------------------------------------------------------- Item 6. Ownership of More Than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. N/A ---------------------------------------------------------------------- Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. N/A ---------------------------------------------------------------------- Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the identity of each member of the group. N/A ---------------------------------------------------------------------- Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. N/A ---------------------------------------------------------------------- Item 10. Certifications. By signing below the Reporting Persons certify that, to the best of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. 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. August 11, 2005 -------------------------------------- (Date) VICUNA PARTNERS, L.L.C.* By: /s/ Joshua G. Welch ------------------- Name: Joshua G. Welch Title: Managing Member VICUNA ADVISORS, L.L.C.* By: /s/ Joshua G. Welch ------------------- Name: Joshua G. Welch Title: Managing Member /s/ Joshua G. Welch ------------------- JOSHUA G. WELCH * The Reporting Person disclaims beneficial ownership over the securities reported herein except to the extent of the reporting person's pecuniary interest therein. EXHIBIT A AGREEMENT The undersigned agree that this Schedule 13G dated August 11, 2005 relating to the Common Stock of Famous Dave's of America, Inc. shall be filed on behalf of the undersigned. VICUNA PARTNERS, L.L.C. By: /s/ Joshua G. Welch -------------------- Name: Joshua G. Welch Title: Managing Member VICUNA ADVISORS, L.L.C. By: /s/ Joshua G. Welch ------------------- Name: Joshua G. Welch Title: Managing Member /s/ Joshua G. Welch ------------------- JOSHUA G. WELCH 02491.0001 #592966 -----END PRIVACY-ENHANCED MESSAGE-----