-----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, M7tbP9VYj8hTPGpzQp0UdPpgmhnTmyBOWj8bGyTlhJ25XTS33uSIg4t32zah+mmF Cm7OXCB3ADax5NGCua1jpA== 0000950152-03-000867.txt : 20030131 0000950152-03-000867.hdr.sgml : 20030131 20030131165843 ACCESSION NUMBER: 0000950152-03-000867 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030131 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAX & ERMAS RESTAURANTS INC CENTRAL INDEX KEY: 0000706471 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 311041397 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34882 FILM NUMBER: 03535105 BUSINESS ADDRESS: STREET 1: 4849 EVANSWOOD DR CITY: COLUMBUS STATE: OH ZIP: 43229 BUSINESS PHONE: 6144315800 MAIL ADDRESS: STREET 1: 4849 EVANSWOOD DRIVE CITY: COLUMBUS STATE: OH ZIP: 43229 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BLACKWELL ROGER D CENTRAL INDEX KEY: 0000905128 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PORTER WRIGHT MORRIS & ARTHUR STREET 2: 41 HIGH ST CITY: COLUMBUS STATE: OH ZIP: 43215 BUSINESS PHONE: 6142271976 MAIL ADDRESS: STREET 1: 3830 TREMONT ROAD STREET 2: 2ND FLOOR CITY: COLUMBUS STATE: OH ZIP: 43221 SC 13D/A 1 l98520asc13dza.txt MAX & ERMA'S RESTAURANTS SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) MAX & ERMA'S RESTAURANTS, INC. (Name of Issuer) Common Stock, $.10 par value (Title of Class of Securities) 577903 10 7 (CUSIP Number) William C. Niegsch, Jr. Max & Erma's Restaurants, Inc. 4849 Evanswood Drive Columbus, Ohio 43229 614-431-5800 With a copy to: Scott D. Reinke, Esq. Porter, Wright, Morris & Arthur LLP 41 South High Street Columbus, OH 43215 614-227-2180 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 31, 2002 (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 [ ] 1. Names of Reporting Person: Roger D. Blackwell S.S. or I.R.S. Identification No. of Above Individual (optional): N/A 2. Check the Appropriate Box if a Member of a Group: (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds: PF 5. Check Box if Disclosure of legal Proceedings is Required Pursuant to Items 2(d) or 2(e): [ ] 6. Citizenship or Place of Organization: United States Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 510,422 8. Shared Voting Power: 0 9. Sole Dispositive Power: 510,422 10. Shared Dispositive Power: 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 510,422 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ] 13. Percent of Class Represented by Amount in Row (11): 21.4% 14. Type of Reporting Person: IN Page 2 ITEM 1. Security and Issuer This Schedule 13D relates to the common stock, $0.10 par value (the "Shares"), of Max & Erma's Restaurants, Inc., an Ohio corporation (the "Company"), whose principal executive offices are located at 4849 Evanswood Drive, Columbus, Ohio 43229. ITEM 2. Identity and Background (a) Name: Roger D. Blackwell (b) Business Address: 3380 Tremont Road, Columbus, Ohio 43221 (c) Principal occupation and name, principal business and address of organization in which employment conducted: Professor of Marketing The Ohio State University 248 Hagerty Hall 1775 College Road Columbus, Ohio 43210 (d) Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors): No (e) Whether or not, during the last five years, such person was 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: No (f) Citizenship: United States, State of Ohio ITEM 3. Source and Amount of Funds or Other Consideration 498,422 shares were purchased with personal funds. 12,000 shares are subject to presently exercisable stock options received as compensation for service as a director of Issuer. ITEM 4. Purpose of Transaction All shares are held for investment purposes. Reporting Person has no plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Page 3 ITEM 5. Interest in Securities of the Issuer (a) Aggregate number and percentage of class of securities beneficially owned: 510,422 shares; 21.4% of the issued and outstanding common stock of the Issuer. (b) Sole power to vote: 510,422 shares Shared power to vote: 0 shares Sole power to dispose: 510,422 shares Shares power to dispose: 0 shares (c) Transactions in the class of equity securities reported on that were effected during the past sixty days or since the most recent filing on Schedule 13D, whichever is less: None (d) Other persons 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: None (e) Date on which reporting person ceased to be beneficial owner of more than five percent of class of equity securities: Not applicable ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer None. ITEM 7. Material to Be Filed as Exhibits None. 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. DATED: January 29, 2003 /s/ Roger D. Blackwell ------------------------------ Roger D. Blackwell Page 4 -----END PRIVACY-ENHANCED MESSAGE-----