-----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, WH/pmSueYSp4F8eJO8vagYG3arhcsjX3Uk/NmqmQTlQ7JQq+azS2LlAS3TvOE0Y1 69IjpvGKZy89mQeFCGGwuQ== 0001104659-05-006230.txt : 20050214 0001104659-05-006230.hdr.sgml : 20050214 20050214140214 ACCESSION NUMBER: 0001104659-05-006230 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050214 GROUP MEMBERS: BARREN RIVER HOLDINGS LLC GROUP MEMBERS: LD HOLDINGS LLC GROUP MEMBERS: PMB HOLDINGS LLC GROUP MEMBERS: WASATCH RANGE LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Texas Roadhouse, Inc. CENTRAL INDEX KEY: 0001289460 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80500 FILM NUMBER: 05607174 BUSINESS ADDRESS: STREET 1: 6040 DUTCHMANS LANE, SUITE 400 CITY: LOUISVILLE STATE: KY ZIP: 40205 BUSINESS PHONE: 5024269984 MAIL ADDRESS: STREET 1: 6040 DUTCHMANS LANE, SUITE 400 CITY: LOUISVILLE STATE: KY ZIP: 40205 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Taylor Wayne Kent CENTRAL INDEX KEY: 0001305119 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: BUSINESS PHONE: 502-426-9984 MAIL ADDRESS: STREET 1: 3619 TRAIL RIDGE ROAD CITY: LOUISVILLE STATE: KY ZIP: 40241 SC 13G 1 a05-3415_1sc13g.htm SC 13G

 

 

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.    )*

 

Texas Roadhouse, Inc.

(Name of Issuer)

 

Class A Common Stock

(Title of Class of Securities)

 

882681 10 9

(CUSIP Number)

 

October 4, 2004

(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.  882681 10 9

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
W. Kent Taylor

 

 

2.

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

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
7,751,572 shares of Class A Common Stock entitled to one vote per share (1)
2,632,688 shares of Class B Common Stock entitled to ten votes per share (1)

 

6.

Shared Voting Power 

 

7.

Sole Dispositive Power 
7,679,697 shares of Class A Common Stock (1)
2,632,688 shares of Class B Common Stock (1)

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
7,751,572 shares of Class A Common Stock (1)
2,632,688 shares of Class B Common Stock (1)

 

 

10.

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

 

 

11.

Percent of Class Represented by Amount in Row (9)
25.1% of Class A Common Stock (1)
100.0% of Class B Common Stock (1)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


(1) Calculated pursuant to Rule 13d-3(d).  The percentage is based on the number of shares of Class A Common Stock of Texas Roadhouse, Inc. (“TXRH”) outstanding at November 18, 2004 as reported in TXRH's Quarterly Report on Form 10-Q for the quarter ended September 28, 2004.  The Reporting Person individually owns 5,935,322 shares of Class A Common Stock and is the voting manager for each of the entities listed on Exhibit 1 and is therefore deemed to beneficially own the number of shares of Class A Common Stock held by each entity set forth thereon, except that the Reporting Person does not have dispositive power for shares held by LD Holdings LLC.  Each share of Class B Common Stock is entitled to ten votes per share and is convertible into one share of Class A Common Stock at any time at the option of the Reporting Person.  Combining his votes from the Class A Common Stock and Class B Common Stock, the Reporting Person’s voting percentage of TXRH is 53.9 %.

 

2



 

CUSIP No.  882681 10 9

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
LD Holdings LLC

 

 

2.

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

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Kentucky

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
71,875 shares of Class A Common Stock entitled to one vote per share (2)

 

6.

Shared Voting Power 

 

7.

Sole Dispositive Power 
71,875 shares of Class A Common Stock (2)

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
71,875 shares of Class A Common Stock (2)

 

 

10.

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

 

 

11.

Percent of Class Represented by Amount in Row (9)
.2% of Class A Common Stock (2)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 


(2) Calculated pursuant to Rule 13d-3(d).  The percentage is based on the number of Class A Common Stock of Texas Roadhouse, Inc. (“TXRH”) outstanding at November 18, 2004 as reported in TXRH's Quarterly Report on Form 10-Q for the quarter ended September 28, 2004.  W. Kent Taylor is the voting manager of the Reporting Person and is therefore deemed to beneficially own the shares held by the Reporting Person.  W. Kent Taylor has also reported these shares under sole voting power on page 2 of this Schedule 13G.

 

3



CUSIP No.  882681 10 9

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
PMB Holdings LLC

 

 

2.

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

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Kentucky

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
71,875 shares of Class A Common Stock entitled to one vote per share (3)

 

6.

Shared Voting Power 

 

7.

Sole Dispositive Power 
71,875 shares of Class A Common Stock (3)

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
71,875 shares of Class A Common Stock (3)

 

 

10.

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

 

 

11.

Percent of Class Represented by Amount in Row (9)
.2% of Class A Common Stock (3)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 


(3) Calculated pursuant to Rule 13d-3(d).  The percentage is based on the number of Class A Common Stock of Texas Roadhouse, Inc. (“TXRH”) outstanding at November 18, 2004 as reported in TXRH's Quarterly Report on Form 10-Q for the quarter ended September 28, 2004.  W. Kent Taylor is the voting manager of the Reporting Person and is therefore deemed to beneficially own the shares held by the Reporting Person. W. Kent Taylor has also reported these shares under sole voting power and sole dispositive power on page 2 of this Schedule 13G.

 

4



 

CUSIP No.  882681 10 9

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Wasatch Range LLC

 

 

2.

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

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Kentucky

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
427,500 shares of Class A Common Stock entitled to one vote per share (4)

 

6.

Shared Voting Power 

 

7.

Sole Dispositive Power 
427,500 shares of Class A Common Stock (4)

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
427,500 shares of Class A Common Stock (4)

 

 

10.

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

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.4% of Class A Common Stock (4)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

 


(4) Calculated pursuant to Rule 13d-3(d).  The percentage is based on the number of Class A Common Stock of Texas Roadhouse, Inc. (“TXRH”) outstanding at November 18, 2004 as reported in TXRH's Quarterly Report on Form 10-Q for the quarter ended September 28, 2004.  W. Kent Taylor is the voting manager of the Reporting Person and is therefore deemed to beneficially own the shares held by the Reporting Person. W. Kent Taylor has also reported these shares under sole voting power and sole dispositive power on page 2 of this Schedule 13G.

 

5



 

CUSIP No.  882681 10 9

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Barren River Holdings LLC

 

 

2.

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

 

 

(a)

ý

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Kentucky

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,245,000 shares of Class A Common Stock entitled to one vote per share (5)

 

6.

Shared Voting Power 

 

7.

Sole Dispositive Power 
1,245,000 shares of Class A Common Stock (5)

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,245,000 shares of Class A Common Stock (5)

 

 

10.

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

 

 

11.

Percent of Class Represented by Amount in Row (9)
4.0% of Class A Common Stock (5)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 


(5) Calculated pursuant to Rule 13d-3(d).  The percentage is based on the number of Class A Common Stock of Texas Roadhouse, Inc. (“TXRH”) outstanding at November 18, 2004 as reported in TXRH's Quarterly Report on Form 10-Q for the quarter ended September 28, 2004.  W. Kent Taylor is the voting manager of the Reporting Person and is therefore deemed to beneficially own the shares held by the Reporting Person. W. Kent Taylor has also reported these shares under sole voting power and sole dispositive power on page 2 of this Schedule 13G.

 

6



 

Item 1.

 

(a)

Name of Issuer
Texas Roadhouse, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
6040 Dutchmans Lane, Suite 400, Louisville, KY 40205

 

Item 2.

 

(a)

Name of Person Filing
W. Kent Taylor

 

(b)

Address of Principal Business Office or, if none, Residence
974 Breckenridge Lane, #225, Louisville, KY  40207

 

(c)

Citizenship
USA

 

(d)

Title of Class of Securities
Class A Common Stock

 

(e)

CUSIP Number
882681 10 9

 

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 registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(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).

 

7



 

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:   

7,751,572 shares of Class A Common Stock.
2,632,688 shares of Class B Common Stock.

 

(b)

Percent of class:   

25.1% of Class A Common Stock
100.0% of Class B Common Stock

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

7,751,572 shares of Class A Common Stock entitled to one vote per share.
2,632,688 shares of Class B Common Stock entitled to ten votes per share.

 

 

(ii)

Shared power to vote or to direct the vote    

 

 

 

(iii)

Sole power to dispose or to direct the disposition of   

7,751,572 shares of Class A Common Stock.
2,632,688 shares of Class B Common Stock.

 

 

(iv)

Shared power to dispose or to direct the disposition of   

 

 

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   o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Except as otherwise disclosed in periodic public filings with the Securities and Exchange Commission, no 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.

 

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

See Exhibit 1 attached hereto.

 

Item 9.

Notice of Dissolution of Group

Not applicable.

 

Item 10.

Certification

Not applicable.

 

8



 

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 14, 2005

 

Date

 


/s/ W. Kent Taylor

 

Signature

 


W. Kent Taylor

 

Name

 

 

 

LD HOLDINGS LLC

 

 

 

By:

/s/ Leslie Taylor

 

 

Leslie Taylor, Manager

 

 

 

PMB HOLDINGS LLC

 

 

 

By:

/s/ W. Kent Taylor

 

 

W. Kent Taylor, Manager

 

 

 

WASATCH RANGE LLC

 

 

 

By:

/s/ W. Kent Taylor

 

 

W. Kent Taylor, Manager

 

 

 

BARREN RIVER HOLDINGS LLC

 

 

 

By:

/s/ W. Kent Taylor

 

 

W. Kent Taylor, Manager

 

9



Exhibit 1

 

Entity

 

Number of Shares and Class

LD Holdings LLC

 

71,875 Class A Common Stock

c/o W. Kent Taylor

 

 

974 Breckenridge Lane, #225

 

 

Louisville, KY 40207

 

 

Kentucky limited liability company

 

 

 

 

 

PMB Holdings LLC

 

71,875 Class A Common Stock

c/o W. Kent Taylor

 

 

974 Breckenridge Lane, #225

 

 

Louisville, KY 40207

 

 

Kentucky limited liability company

 

 

 

 

 

Wasatch Range LLC

 

427,500 Class A Common Stock

c/o W. Kent Taylor

 

 

974 Breckenridge Lane, #225

 

 

Louisville, KY 40207

 

 

Kentucky limited liability company

 

 

 

 

 

Barren River Holdings LLC

 

1,245,000 Class A Common Stock

c/o W. Kent Taylor

 

 

974 Breckenridge Lane, #225

 

 

Louisville, KY 40207

 

 

Kentucky limited liability company

 

 

 



Exhibit 2

 

JOINT FILING AGREEMENT

 

W. Kent Taylor, LD Holdings LLC, a Kentucky limited liability company, PMB Holdings LLC, a Kentucky limited liability company, Wasatch Range LLC, a Kentucky limited liability company, and Barren River Holdings LLC, a Kentucky limited liability company, each hereby agree, in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, that the Schedule 13G filed herewith, and any amendments thereto, relating to the shares of Class A common stock of Texas Roadhouse, Inc. is, and will be, jointly filed on behalf of each such person and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings.  In evidence thereof, the undersigned hereby executes this Agreement as of the date set forth below.

 

Dated:  February 14, 2005

 

 

 

 

/s/ W. Kent Taylor

 

 

W. Kent Taylor

 

 

 

 

 

LD HOLDINGS LLC

 

 

 

By:

/s/ Leslie Taylor

 

 

Leslie Taylor, Manager

 

 

 

PMB HOLDINGS LLC

 

 

 

By:

/s/ W. Kent Taylor

 

 

W. Kent Taylor, Manager

 

 

 

WASATCH RANGE LLC

 

 

 

By:

/s/ W. Kent Taylor

 

 

W. Kent Taylor, Manager

 

 

 

BARREN RIVER HOLDINGS LLC

 

 

 

By:

/s/ W. Kent Taylor

 

 

W. Kent Taylor, Manager

 


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