-----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, NRc/0jCN5+WMjuo0vecX/EUzKSBqiDcrUqZpw9uWkxBJ8IgZNDWaMkm/sne8sKAX PbPWEs9hMuQ4Gg8UlNQ+Iw== 0001341004-08-000296.txt : 20080213 0001341004-08-000296.hdr.sgml : 20080213 20080213133434 ACCESSION NUMBER: 0001341004-08-000296 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080213 DATE AS OF CHANGE: 20080213 GROUP MEMBERS: PBK HOLDINGS, INC. GROUP MEMBERS: PHILIP B. KORSANT 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: 0101 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78826 FILM NUMBER: 08603177 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: ZAM HOLDINGS L P CENTRAL INDEX KEY: 0001209021 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 153 E 53RD STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2126531600 SC 13G/A 1 sch_13g.htm SCHEDULE 13G/A sch_13g.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


SCHEDULE 13G



Under the Securities Exchange Act of 1934
(Amendment No. 4)*


 
Cosi, Inc.
 
 
(Name of Issuer)
 
     
     
 
Common Stock, Par Value $.01 Per Share
 
 
(Title of Class of Securities)
 
     
     
 
22122P101
 
 
(CUSIP Number)
 


December 31, 2007
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)
     
 
[   ]
Rule 13d-1(c)
     
 
[X]
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. 22122P101
SCHEDULE 13G
(1)
 
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
ZAM Holdings, L.P.
(2)
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions):
     
(a)
[   ]
     
(b)
[   ]
(3)
 
SEC USE ONLY
 
(4)
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
(5)
SOLE VOTING POWER
NUMBER OF
   
SHARES
(6)
SHARED VOTING POWER
BENEFICIALLY
 
  4,619,064
OWNED BY
(7)
SOLE DISPOSITIVE POWER
EACH REPORTING
   
PERSON WITH
(8)
SHARED DISPOSITIVE POWER
   
  4,619,064
(9)
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,619,064
(10)
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
 
[   ]
(11)
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.3%
(12)
 
TYPE OF REPORTING PERSON (See Instructions)
PN
 
 

 

CUSIP No. 22122P101
SCHEDULE 13G
(1)
 
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
PBK Holdings, Inc.
(2)
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions):
     
(a)
[   ]
     
(b)
[   ]
(3)
 
SEC USE ONLY
 
(4)
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
(5)
SOLE VOTING POWER
NUMBER OF
   
SHARES
(6)
SHARED VOTING POWER
BENEFICIALLY
 
  4,619,064
OWNED BY
(7)
SOLE DISPOSITIVE POWER
EACH REPORTING
   
PERSON WITH
(8)
SHARED DISPOSITIVE POWER
   
  4,619,064
(9)
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,619,064
(10)
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
 
[   ]
(11)
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.3%
(12)
 
TYPE OF REPORTING PERSON (See Instructions)
CO
 
 

 

CUSIP No. 22122P101
SCHEDULE 13G
(1)
 
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Philip B. Korsant
(2)
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions):
     
(a)
[   ]
     
(b)
[   ]
(3)
 
SEC USE ONLY
 
(4)
 
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
 
(5)
SOLE VOTING POWER
NUMBER OF
   
SHARES
(6)
SHARED VOTING POWER
BENEFICIALLY
 
  4,619,064
OWNED BY
(7)
SOLE DISPOSITIVE POWER
EACH REPORTING
   
PERSON WITH
(8)
SHARED DISPOSITIVE POWER
   
  4,619,064
(9)
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,619,064
(10)
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
 
[   ]
(11)
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.3%
(12)
 
TYPE OF REPORTING PERSON (See Instructions)
IN





Item 1(a).
Name of Issuer:
   
 
Cosi, Inc.
   
Item 1(b).
Address of Issuer's Principal Executive Offices:
   
 
1751 Lake Cook Road, Suite 650,
 
Deerfield, Illinois 60015
   
Item 2(a).
Name of Persons Filing:
   
 
This Schedule 13G is being filed on behalf of the following persons ("Reporting Persons")*:
   
 
(i)
ZAM Holdings, L.P. ("ZAM Holdings")
 
(ii)
PBK Holdings, Inc. ("PBK Holdings")
 
(iii)
Philip B. Korsant  ("Korsant")
   
 
* Attached as Exhibit 1 is a copy of an agreement among the Reporting Persons stating (as specified hereinabove) that this Schedule is being filed on behalf of each of them.
   
Item 2(b).
Address of Principal Business Office or, if None, Residence:
   
 
ZAM Holdings, L.P.
 
c/o: PBK Holdings, Inc.
 
283 Greenwich Avenue
 
Greenwich, CT 06830
   
 
PBK Holdings, Inc.
 
283 Greenwich Avenue
 
Greenwich, CT 06830
   
 
Philip B. Korsant
 
c/o:  PBK Holdings, Inc.
 
283 Greenwich Avenue
 
Greenwich, CT 06830
   
Item 2(c).
Citizenship:
   
 
See Item 4 of the attached cover pages
   
Item 2(d).
Title of Class of Securities:
   
 
Common Stock, par value $.01 per share
   
Item 2(e).
CUSIP Number:
   
 
22122P101
   
Item 3.
If This Statement is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b), Check Whether the Person Filing is a:

(a)
[   ]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
     
(b)
[   ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
     
(c)
[   ]
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
     
(d)
[   ]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
     
(e)
[   ]
An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);
     
(f)
[   ]
An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);
     
(g)
[   ]
A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);
     
(h)
[   ]
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
     
(i)
[   ]
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)
[   ]
 Group, in accordance with Section 240.13d-1(b)(1)(ii)(J);

Item 3 is not applicable.

Item 4.  Ownership.

 
(a)
Amount Beneficially Owned:  See Item 9 of the attached cover pages

 
(b)
Percent of Class:  See Item 11 of the attached cover pages

 
(c)
Number of shares as to which such person has:

 
(i)
Sole power to vote or to direct the vote:
 
See Item 5 of the attached cover pages
     
 
(ii)
Shared power to vote or to direct the vote:
 
See Item 6 of the attached cover pages
     
 
(iii)
Sole power to dispose or to direct the disposition of:
 
See Item 7 of the attached cover pages
     
 
(iv)
Shared power to dispose or to direct the disposition of:
 
See Item 8 of the attached cover pages

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 [  ].

Item 5 is not applicable.


Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

PBK Holdings, as the general partner of ZAM Holdings, and Korsant, as the sole shareholder of PBK Holdings, may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities of the Issuer held in the name of ZAM Holdings.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Controlling Person.
   
 
Item 7 is not applicable.
   
Item 8.
Identification and Classification of Members of the Group.
   
 
Item 8 is not applicable.
   
Item 9.
Notice of Dissolution of Group
   
 
Item 9 is not applicable.
   
Item 10.
Certification
   
 
By signing below I certify that, to the best of my 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 that purpose or effect.
 
 


 
SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date:  February 13, 2008


ZAM HOLDINGS, L.P.
By:  PBK Holdings, Inc., its general partner
 
By:
/s/ David Gray
 
Name:
David Gray
 
Title:
Vice President
 
 
 
PBK HOLDINGS, INC.
 
By:
/s/ David Gray
 
Name:
David Gray
 
Title:
Vice President
 
 
 
PHILIP B. KORSANT
 
/s/ Philip B. Korsant
 

 


 
EXHIBIT 1


The undersigned, ZAM Holdings, L.P., a Delaware limited partnership, PBK Holdings, Inc., a Delaware corporation, and Philip B. Korsant, hereby agree and acknowledge that the Statement on Schedule 13G to which this agreement is attached as an exhibit is filed on behalf of each of them. The undersigned further agree that any amendments or supplements thereto also shall be filed on behalf of each of them. This agreement may be executed in one or more counterparts, each of which will constitute one and the same agreement.


Dated:  February 13, 2008

ZAM HOLDINGS, L.P.
By:  PBK Holdings, Inc., its general partner
 
By:
/s/ David Gray
 
Name:
David Gray
 
Title:
Vice President
 
 
 
PBK HOLDINGS, INC.
 
By:
/s/ David Gray
 
Name:
David Gray
 
Title:
Vice President
 
 
 
PHILIP B. KORSANT
 
/s/ Philip B. Korsant
 
 

 
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