-----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, EaQVxo/X9c10UjJ5b4cayG+b0cyhQ+D//hM/Wp9Rg8b9lT7dF20QEbbpxNtbYDrB fqSURYaQeEJQ4DDSzRc3tQ== 0000950134-07-012086.txt : 20070522 0000950134-07-012086.hdr.sgml : 20070522 20070521175512 ACCESSION NUMBER: 0000950134-07-012086 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070522 DATE AS OF CHANGE: 20070521 GROUP MEMBERS: CHARLES M GILLMAN GROUP MEMBERS: VALUE FUND ADVISORS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BOWLIN TRAVEL CENTERS INC CENTRAL INDEX KEY: 0001124653 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 850473277 STATE OF INCORPORATION: NV FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60865 FILM NUMBER: 07869127 BUSINESS ADDRESS: STREET 1: 150 LOUISIANA NE CITY: ALBUQUERQUE STATE: NM ZIP: 87108 BUSINESS PHONE: 5052665985 MAIL ADDRESS: STREET 1: 150 LOUISIANA NE CITY: ALBUQUERQUE STATE: NM ZIP: 870108 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Yorktown Avenue Capital, LLC CENTRAL INDEX KEY: 0001314801 IRS NUMBER: 201038262 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O T. WAGMAN @ FREDERIC DORWART LAWYERS STREET 2: 124 EAST FOURTH STREET CITY: TULSA STATE: OK ZIP: 74103 BUSINESS PHONE: 918-583-9922 MAIL ADDRESS: STREET 1: C/O T. WAGMAN @ FREDERIC DORWART LAWYERS STREET 2: 124 EAST FOURTH STREET CITY: TULSA STATE: OK ZIP: 74103 SC 13D/A 1 d46965sc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza
 

     
 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

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

BOWLIN TRAVEL CENTERS, INC.
(Name of Issuer)
COMMON STOCK, $.001 par value
(Title of Class of Securities)
10259P101
(CUSIP Number)
Tamara R. Wagman
124 E. 4th Street
Tulsa, Oklahoma 74103
(918) 583-9922
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 4, 2007
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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).

 
 

 

                     
CUSIP No.
  
10259P101 
SCHEDULE 13D
  

 

           
1   NAMES OF REPORTING PERSONS:

Value Fund Advisors, LLC
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   o 
  (b)   o 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  See Item 3
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Oklahoma
       
  7   SOLE VOTING POWER:
     
NUMBER OF   607,280
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   -0-
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   607,280
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    -0-
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  607,280
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  13.2%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  OO (Limited Liability Company)

 

                     
CUSIP No.
  
10259P101 
SCHEDULE 13D
  

 

           
1   NAMES OF REPORTING PERSONS:

Yorktown Avenue Capital, LLC
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   o 
  (b)   o 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  See Item 3
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Oklahoma
       
  7   SOLE VOTING POWER:
     
NUMBER OF   607,280
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   -0-
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   607,280
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    -0-
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  607,280
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  13.2%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  OO (Limited Liability Company)

 

                     
CUSIP No.
  
10259P101 
SCHEDULE 13D
  

 

           
1   NAMES OF REPORTING PERSONS:

Charles M. Gillman
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   o 
  (b)   o 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  See Item 3
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  United States of America
       
  7   SOLE VOTING POWER:
     
NUMBER OF   607,280
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   -0-
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   607,280
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    -0-
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  607,280
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  13.2%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN

 

         
CUSIP NO. 10259P101   SCHEDULE 13D    
         
Item 1. Security and Issuer
This Schedule 13D/A relates to shares of Common Stock, $.001 par value (the “Common Stock”) of Bowlin Travel Centers, Inc., a Nevada corporation (the “Issuer”). The principal executive office and mailing address of the Issuer is 150 Louisiana NE, Albuquerque, New Mexico 87108.
Item 2. Identity and Background
This Schedule 13D is jointly filed by Value Fund Advisors, LLC (“VFA”), Yorktown Avenue Capital, LLC (“Yorktown”), and Charles M. Gillman (“Gillman”) (the “Reporting Persons”). VFA is the general manager of Yorktown. Gillman is the manager of VFA.
The principal business office address for each of the Reporting Persons is 415 South Boston, 9th Floor, Tulsa, Oklahoma 74103.
The principal business of Yorktown is business investment. The principal business of VFA is investment management. The principal occupation of Gillman is managing various investment entities.
None of the entities or persons identified in this Item 2 has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor 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 finding any violation with respect to such laws.
VFA and Yorktown are organized under the laws of the State of Oklahoma. Gillman is a U.S. citizen.
Item 3. Source and Amount of Funds or Other Consideration
As of May 17, 2007, Yorktown had invested $1,032,186 (including commissions and fees) in the Common Stock. The source of these funds was the working capital of Yorktown.
Item 4. Purpose of Transaction
The purpose of the acquisition of the Common Stock is for investment, and the acquisitions of the Common Stock were made in the ordinary course of business and were not made for the purpose of acquiring control of the Issuer.
Although no Reporting Person has any specific plan or proposal to acquire or dispose of the Common Stock, consistent with its investment purpose, each Reporting Person at any time and from time to time may acquire additional Common Stock or dispose of any or all of its Common Stock depending upon an ongoing evaluation of the investment in the Common Stock, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Persons, and/or other investment considerations.
Also, consistent with the investment purpose, the Reporting Persons may engage in communications with one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer and/or one or more representatives of the Issuer

 

         
CUSIP NO. 10259P101   SCHEDULE 13D    
         
regarding the Issuer, including but not limited to its operations. The Reporting Persons may discuss ideas that, if effected may result in any of the following: the acquisition by persons of additional Common Stock of the Issuer, an extraordinary corporate transaction involving the Issuer, and/or changes in the board of directors or management of the Issuer.
Except to the extent the foregoing may be deemed a plan or proposal, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
Item 5. Interest in Securities of the Issuer
(a) and (b) According to the Issuer’s most recent Form 10-K filed April 27, 2007, there were 4,583,348 shares of Common Stock issued and outstanding as of April 27, 2007. Based on such information, after taking into account the transactions described in Item 5(c) below, Yorktown directly owns 607,280 shares of Common Stock (approximately 13.2%) of the Issuer. VFA, as general manager of Yorktown, and Gillman, as manager of VFA, may also be deemed to beneficially own the 607,280 shares of Common Stock (approximately 13.2%) of the Issuer held by Yorktown.
As the manager of VFA, which serves as general manager to Yorktown, Gillman has sole voting and investment power of the Common Stock held by Yorktown.
Although VFA and Gillman are joining in this Schedule as Reporting Persons, the filing of this Schedule shall not be construed as an admission that either of them is, for any purpose, the beneficial owner of the Common Stock held by Yorktown.
c) During the last 60 days, Yorktown purchased the following shares of Common Stock in the open market:
                 
Trade Date   Quantity   Price Per Share
5/4/07
     90,600       1.95  
5/11/07
     2,000       1.97  
(d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
None of the Reporting Persons is a party to any contract, arrangement, understanding or relationship with respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits
Exhibit A Joint Filing Undertaking.

 

         
CUSIP NO. 10259P101   SCHEDULE 13D    
         
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: May 17, 2007
         
  Value Fund Advisors, LLC
 		  
  By:   /s/ Charles M. Gillman    
    Charles M. Gillman, Manager   
       
 
  Yorktown Avenue Capital, LLC
 		  
  By:   /s/ Charles M. Gillman    
    Charles M. Gillman, Manager   
       
 
     
  /s/ Charles M. Gillman    
  Charles M. Gillman   
     
 

 

         
CUSIP NO. 10259P101   SCHEDULE 13D    
         
Exhibit A
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each such party.
Dated: May 17, 2007
         
  Value Fund Advisors, LLC
 		  
  By:   /s/ Charles M. Gillman    
    Charles M. Gillman, Manager   
       
 
  Yorktown Avenue Capital, LLC
 		  
  By:   /s/ Charles M. Gillman    
    Charles M. Gillman, Manager   
       
 
     
  /s/ Charles M. Gillman    
  Charles M. Gillman   
     
 

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