-----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, BodYJVSCen6MxsXaBgKoY1HLu6JOE/3v7ILY71ugmaiS66XC+GZwCOqFaQAC7AB6 21yeyuCW+UYkF+BNvG5NOw== 0001104659-03-001314.txt : 20030210 0001104659-03-001314.hdr.sgml : 20030210 20030210115048 ACCESSION NUMBER: 0001104659-03-001314 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WHITNEY EQUITY PARTNERS LP CENTRAL INDEX KEY: 0001031538 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 177 BROAD STREET CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039731400 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BRIAZZ INC CENTRAL INDEX KEY: 0001045598 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 911672311 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-77949 FILM NUMBER: 03546354 BUSINESS ADDRESS: STREET 1: 3901 7TH AVE SOUTH STREET 2: STE 200 CITY: SEATTLE STATE: WA ZIP: 98108 BUSINESS PHONE: 2064670994 MAIL ADDRESS: STREET 1: 3901 7TH AVE SOUTH STREET 2: STE 200 CITY: SEATTLE STATE: WA ZIP: 98108 SC 13G/A 1 j7004_sc13ga.htm SC 13G/A

SEC 1745
(02-02)


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.

 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires: December 31, 2005

 

SCHEDULE 13G

Estimated average burden hours per response. . 11

 

Under the Securities Exchange Act of 1934
(Amendment No. 1
)*

 

Briazz, Inc.

(Name of Issuer)

 

Common Stock, $.001 Par Value

(Title of Class of Securities)

 

10782M104

(CUSIP Number)

 

 

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

ý

Rule 13d-1(d)

 

*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).

 



 

 

CUSIP No. 10782M104

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Whitney Equity Partners, L.P., a Delaware limited partnership  (IRS Identification No. 06-1445444), the sole general partner of which is J.H. Whitney Equity Partners, L.L.C., a Delaware limited liability company.  The members of J. H. Whitney Equity Partners, L.L.C. are Peter M. Castleman, Jeffrey R. Jay, William Laverack, Jr., Daniel J. O'Brien and Michael R. Stone.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
A Delaware limited partnership.  The sole general partner is a Delaware limited liability company whose members are individuals who are United States citizens.

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
814,329 shares of Common Stock

 

6.

Shared Voting Power
-0-

 

7.

Sole Dispositive Power
814,329 shares of Common Stock

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
814,329 shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
ý

 

 

11.

Percent of Class Represented by Amount in Row (9)
13.4%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

 

2



 

Item 1.

 

(a)

Name of Issuer:
Briazz, Inc.

 

(b)

Address of Issuer's Principal Executive Offices:
3901 Seventh Avenue, Suite 200

Seattle, Washington  98108-5206

 

Item 2.

 

(a)

Name of Person Filing:

Whitney Equity Partners, L.P. is a Delaware limited partnership.  The name of the general partner of Whitney Equity Partners, L.P. is  J. H. Whitney Equity Partners, L.L.C., a  Delaware limited liability company, whose business address is 177 Broad Street, Stamford, CT 06901.  The names and business address of the members of J. H. Whitney Equity Partners, L.L.C. are as follows: Peter M. Castleman, Jeffrey R. Jay, William Laverack, Jr., Daniel J. O’Brien and Michael R Stone, the business address of each of whom is 177 Broad Street, Stamford, CT 06901.

 

(b)

Address of Principal Business Office or, if none, Residence:
Whitney Equity Partners, L.P.

177 Broad Street

Stamford, CT 06901

 

(c)

Citizenship:

Whitney Equity Partners, L.P. is a Delaware limited partnership.  Its general partner is a Delaware limited liability company.  All of the individual members of the general partner are citizens of the United States.

 

(d)

Title of Class of Securities
Common Stock

 

(e)

CUSIP Number
10782M104

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o       Broker or dealer registered under section 15 of the Act (15 U.S.C.78o)

 

(b)

o       Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o       Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o       Investment company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(e)

o       An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o       An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o       A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o       A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o       A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o       Group, in accordance with §240.13d-1(b)(1)(ii)(J)

 

If this statement is filed pursuant to Rule 13d-1(c), check this box.       o

 

 

3



 

Item 4.

Ownership.

The following information is provided as of December 31, 2002:

 

(a)

Amount beneficially owned:

 

 

Whitney Equity Partners, L.P. is the beneficial owner of 814,329 Shares(1).

 

(b)

Percent of class:

 

 

13.4%

 

(c)

Number of shares as to which the person has:

 

 

(i)

Sole power to vote or to direct the vote

 

 

 

814,329 shares

 

 

(ii)

Shared power to vote or to direct the vote

 

 

 

0 shares

 

 

(iii)

Sole power to dispose or to direct the disposition of

 

 

 

814,329 shares

 

 

(iv)

Shared power to dispose or to direct the disposition of

 

 

 

0 shares


(1) The figure for the amount beneficially owned by Whitney Equity Partners, L.P. represents 617,358 shares of Class A common stock currently owned and 196,971 shares of Class A common stock issuable upon the exercise of warrants held by such partnership.  The figure for the amount beneficially owned by Whitney Equity Partners, L.P. does not include 21,692 shares of common stock issuable upon the exercise of options held by Peter M. Castleman, a member of J.H. Whitney Equity Partners L.L.C., the general partner of Whitney Equity Partners, L.P. as to which Whitney Equity Partners, L.P. disclaims beneficial ownership.

Item 5.

Ownership of Five Percent or Less of a Class

 

Not applicable

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

No other person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the securities owned by Whitney Equity Partners, L.P.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

 

Not applicable

 

Item 8.

Identification and Classification of Members of the Group

 

Not applicable

 

Item 9.

Notice of Dissolution of Group

 

Not applicable

 

Item 10.

Certification

 

Not applicable

 

 

4



 

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.

 

 

February 10, 2003

 

Date

 

 

 

WHITNEY EQUITY PARTNERS, L.P.

 

 

 

By:

J. H. Whitney Equity Partners, L.L.C.

 

 

 

 

 

 

 

By:

/s/ Daniel J. O’Brien

 

 

 

Daniel J. O’Brien

Managing Member

 

 

5


-----END PRIVACY-ENHANCED MESSAGE-----