0000825202-13-000016.txt : 20131011 0000825202-13-000016.hdr.sgml : 20131011 20131011150033 ACCESSION NUMBER: 0000825202-13-000016 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131011 DATE AS OF CHANGE: 20131011 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COSI INC CENTRAL INDEX KEY: 0001171014 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 061393745 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78826 FILM NUMBER: 131147832 BUSINESS ADDRESS: STREET 1: COSI INC STREET 2: 1751 LAKE COOK ROAD SUITE 650 CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 847-597-3200 MAIL ADDRESS: STREET 1: 1751 LAKE COOK ROAD STREET 2: SUITE 650 CITY: DEERFIELD STATE: IL ZIP: 60015 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROYCE & ASSOCIATES LLC CENTRAL INDEX KEY: 0000906304 IRS NUMBER: 522343049 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 745 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10151 BUSINESS PHONE: 212-508-4500 MAIL ADDRESS: STREET 1: 745 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10151 FORMER COMPANY: FORMER CONFORMED NAME: ROYCE & ASSOCIATES INC /NY DATE OF NAME CHANGE: 19990329 FORMER COMPANY: FORMER CONFORMED NAME: QUEST ADVISORY CORP/NY DATE OF NAME CHANGE: 19970805 SC 13D/A 1 cosi13d2.htm COSI 13D AMENDMENT 2 10/11/2013 cosi13d2.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*



Cosi, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
22122P101
(CUSIP Number)


Elliot Press
Katten Muchin Rosenman LLP
575 Madison Avenue
New York, NY 10022
(212) 940-6348
John E. Denneen
Royce & Associates, LLC
745 Fifth Avenue
New York, NY 10151
(212) 508-4500
 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
 
October 10, 2013 

 

(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(e)(f) or (g), check the following box   [   ]
 
        Note:   Six copies of this statement, including all exhibits, should be filed with the Commission.  See Rule 13d-7(b) 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 (the "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).
 

 
 

 

SCHEDULE 13D

CUSIP No. 22122P101

1
NAME OF REPORTING PERSON
 
  Royce & Associates, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                                               (a) [   ]
(b) [   ]
3
SEC USE ONLY
4
SOURCE OF FUNDS*
 
  WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  [   ]
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
  Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
1,087,126 Shares
8
SHARED VOTING POWER
 
 
 
9
SOLE DISPOSITIVE POWER
 
1,087,126 Shares
10
SHARED DISPOSITIVE POWER
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,087,126 Shares
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [   ]
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
  6.01%
 
14
TYPE OF REPORTING PERSON*
IA
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 2  of 6
 
 

 


The Schedule 13D Amendment No. 1 filed on October 10, 2013 by Royce & Associates, LLC, a Delaware limited liability company (the "Reporting Person"), with respect to the shares of Common Stock ("Common Stock") of Cosi, Inc. (the "Company"), a corporation organized under the laws of the State of Delaware is hereby amended by this Amendment No. 2.  Only those items hereby reported in this Amendment No. 2 are amended and all other items remain unchanged.  Terms used herein but not otherwise defined herein shall have the meanings ascribed thereto in the Schedule 13D, as amended.

Item 2.
Identity and Background
 
 
Schedule I to the Schedule 13D is amended and restated as set forth on Schedule I attached hereto.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
 
Item 3 of the Schedule 13D is hereby amended to include the following:
 
 
The source of funds for the Reporting Person was the working capital of one of the Reporting Person’s client accounts, Royce Value Plus Fund (“RVP”).
 
 
This Amendment No. 2 is being filed as a result of the open market sale of 201,315 shares of Common Stock beneficially owned by the Reporting Person and held in one of its client accounts, RVP, in transactions effected on October 10, 2013, for aggregate sale proceeds of $433,133.
 
Item 4.
Purpose of Transaction.
 
 
Item 4 of the Schedule 13D is amended and restated as follows:
 
 
The Reporting Person has acquired the shares of the Company reported herein for investment purposes.
 

Page  3 of 6
 
 

 


 
The Reporting Person intends to closely scrutinize and monitor developments at the Company and may communicate with members of management, the Board or other third parties on matters that the Reporting Person deems relevant to its investment in the Company, including, without limitation concerning the Company's performance and alternatives that could maximize shareholder value for all of the Company's shareholders.
 
The Reporting Person intends to monitor the market price for shares of Common Stock with a view toward disposing additional shares on the open market, in privately negotiated transactions or otherwise at prices deemed favorable by the Reporting Person.
 
Except as set forth above, at the present time the Reporting Person has no plans or proposals which relate to or would result in (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company, (c) a sale or transfer of a material amount of assets of the Company, (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any material change in the present capitalization or dividend policy of the Company, (f) any other material change in the Company's business or corporate structure, (g) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person, (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934 or (j) any action similar to any of those enumerated above.
 

Item 5.
Interest in Securities of the Issuer.
 
Items 5(a), 5(b), 5(c), 5(d) and 5(e) of the Schedule 13D are amended and restated to read as follows:
 
 
(a)  The aggregate percentage of the outstanding Common Stock of the Company reported owned by the Reporting Person is based upon 18,098,107 shares of Common Stock of the Company outstanding, as reported in the Company's quarterly report on Form 10-Q for the quarter ended July 1, 2013.
 
As investment manager for RVP, the Reporting Person may be deemed to beneficially own the 1,087,126 shares held by RVP.  Such shares represent approximately 6.01% of the outstanding Common Stock of the Company.
 
(b)  By virtue of the Reporting Person's position as investment manager for RVP, the Reporting Person may be deemed to possess the sole power to vote and dispose of the shares of Common Stock held by RVP.
 
(c) In the 60 days prior to the date of filing of this statement, the Reporting Person effected the following sales of the Common Stock of the Issuer, which were effected in the open market and not previously reported on any Schedule 13D filing: (i) 10,000 shares at $2.1845 per share and 191,315 shares at $2.1814 per share on October 10, 2013.
 
 
(d)  RVP has the right to receive, and the power to direct the receipt of dividends from, the proceeds from the sale of the shares reported herein that are held by RVP.  RVP has an interest in approximately 6.01% of the Company's Common Stock.
 
(e) Not applicable.
 
Item 7.
Material to be Filed as Exhibits
 
 
Item 7 of the Schedule 13D is hereby amended to include the following:
 
 
Exhibit 1.   Executive Officers of Legg Mason (Item 4A of Legg Mason's Annual Report of Form 10-K filed on May 24, 2013 is incorporated herein by reference.)
 
Exhibit 2.   Board of Directors of Legg Mason (the Section entitled "ELECTION OF DIRECTORS" in the Annual Proxy Statement on Form DEF 14A filed by Legg Mason on June 12, 2013 is incorporated herein by reference.

Page  4 of 6
 
 

 

SIGNATURE

 
        After reasonable inquiry, and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  October 11, 2013
 

 
ROYCE & ASSOCIATES, LLC
   
 
By: /s/  Daniel A. O’Byrne
Name:  Daniel A. O’Byrne
Title:    Vice President


Page  5 of 6
 
 

 


Schedule I
 
Executive Officers and Managers
 
ROYCE & ASSOCIATES, LLC
 
        The name and present principal occupation or employment of each of the executive officers and members of the Board of Managers of ROYCE & ASSOCIATES, LLC is set forth below.
 
 
Name
Present Principal
Occupation and Employment
 
Business Address
     
Charles M. Royce
President and Member of Board of Managers of Royce & Associates, LLC
President and Co-Chief Investment Officer of Royce & Associates, LLC
745 Fifth Avenue
New York, NY 10151
John D. Diederich
Chief Operating Officer, Chief Financial Officer, Managing Director and Member of the Board of Managers of Royce & Associates, LLC
Chief Operating Officer and Chief
Financial Officer of Royce & Associates, LLC
745 Fifth Avenue
New York, NY 10151
Peter H. Nachtewy
Member of the Board of Managers of Royce & Associates, LLC
 
Chief Financial Officer of Legg Mason, Inc.
100 International Drive
Baltimore, MD 21202-1099
Jeffrey A. Nattans
Member of the Board of Managers of Royce & Associates, LLC
 
Executive Vice President of Legg Mason, Inc.
100 International Drive
Baltimore, MD 21202-1099
F. Barry Bilson
Member of the Board of Managers of Royce & Associates, LLC
 
Senior Vice President of Legg Mason, Inc.
100 International Drive
Baltimore, MD 21202-1099
Jack E. Fockler, Jr.
Managing Director and Vice President of Royce & Associates, LLC
 
Vice President of Royce & Associates, LLC
745 Fifth Avenue
New York, NY 10151
W. Whitney George
Managing Director and Vice President of Royce & Associates, LLC
 
Vice President of Royce & Associates, LLC
745 Fifth Avenue
New York, NY 10151
Daniel A. O'Byrne
Principal and Vice President of Royce & Associates, LLC
Vice President of Royce & Associates, LLC
745 Fifth Avenue
New York, NY 10151

 

Page  6 of 7