-----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, LHIHOpWSjZ3KVmYJZg5DvM/yr7aAUJXup6Ut54rtHQdofbwqNcWEaCj9KqueANiY Xl6xCwxgzBvaev5YPY143A== 0001104659-06-003872.txt : 20060126 0001104659-06-003872.hdr.sgml : 20060126 20060125173159 ACCESSION NUMBER: 0001104659-06-003872 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060126 DATE AS OF CHANGE: 20060125 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PARKER RONALD W CENTRAL INDEX KEY: 0001203134 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3551 PLANO PARKWAY CITY: COLONY STATE: TX ZIP: 75056 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PIZZA INN INC /MO/ CENTRAL INDEX KEY: 0000718332 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 470654575 STATE OF INCORPORATION: MO FISCAL YEAR END: 0626 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34759 FILM NUMBER: 06550544 BUSINESS ADDRESS: STREET 1: 3551 PLANO PARKWAY CITY: THE COLONY STATE: TX ZIP: 75056 BUSINESS PHONE: 469-384-5000 MAIL ADDRESS: STREET 1: 3551 PLANO PARKWAY CITY: THE COLONY STATE: TX ZIP: 75056 FORMER COMPANY: FORMER CONFORMED NAME: PANTERAS CORP DATE OF NAME CHANGE: 19901126 FORMER COMPANY: FORMER CONFORMED NAME: CONCEPT DEVELOPMENT INC DATE OF NAME CHANGE: 19870212 SC 13D/A 1 a06-3338_1sc13da.htm AMENDMENT

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE
COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

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

PIZZA INN, INC.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

725848 10 5

(CUSIP Number)

 

Timothy Taft

President & Chief Executive Officer

Pizza Inn, Inc.

3551 Plano Parkway

The Colony, Texas 75056.

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

 

January 13, 2006

(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.   725848 10 5

 

 

1.

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

 

 

2.

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

 

 

(a)

 o

 

 

(b)

 ý

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
SC & PF & BK

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Texas, USA

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
625,840

 

8.

Shared Voting Power 
0

 

9.

Sole Dispositive Power 
625,840

 

10.

Shared Dispositive Power 
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
625,840

 

 

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) 
6.2%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

 

2



 

Item 1.

Security and Issuer

This Statement on Schedule 13D (this “Statement”) relates to common stock, $0.01 par value per share (the “Common Stock”), of PIZZA INN, INC., a Missouri corporation (“Issuer”).  The principal executive offices of the Issuer are located at 3551 Plano Parkway, The Colony, Texas 75056.

The aggregate number of shares beneficially owned by Ronald W. Parker as of this date is 625,840 or 6.2% of the common stock shown as outstanding on the Issuer’s most recent Proxy Statement dated November 11, 2005 filed pursuant to Section 14(A) of the Securities Exchange Act of 1934.

Item 2.

Identity and Background

This Statement is filed by Ronald W. Parker. The principal address of Ronald W. Parker is 7108 Round Hill Road, McKinney, Texas 75070.  Ronald W. Parker is currently unemployed.  Ronald W. Parker is not a member of any group.

During the past five (5) years, Ronald W. Parker: (i) has not been convicted in a criminal proceeding; or (ii) was not 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.

Item 3.

Source and Amount of Funds or Other Consideration

The funds were derived from personal capital as well as from secured personal bank loans to Ronald W. Parker and from the Issuer in connection with Ronald W. Parker’s former employment as President and Chief Executive Officer of Issuer.   Shares of the stock of the Issuer are owned by Ronald W. Parker through his 401k retirement plan with Issuer, in personal brokerage accounts held in the name of Ronald W. Parker, held by Ronald W. Parker personally, and held by a bank as collateral for a secured personal loan to Ronald W. Parker.  Shares of the stock of the Issuer were also gifted to Ronald W. Parker by the former CEO of the Issuer.  Ronald W. Parker has submitted to the Secretary of the Commission a letter requesting that the name of the bank that issued secured personal loans to him not be made available to the public.

Item 4.

Purpose of Transaction

The shares of the Issuer were acquired for investment purposes.  Ronald W. Parker intends to continue to sell an indeterminate number of shares of Issuer through open market sales or through private agreements for general personal economic purposes.

 

3



 

Item 5.

Interest in Securities of the Issuer

Ronald W. Parker currently owns 625,840 shares of common stock of the Issuer representing 6.2% of the outstanding common stock.  Ronald W. Parker has sole voting and dispositive power over the subject securities.  The bank has the right to receive any dividends on the shares held as collateral for the loans, and to receive the proceeds of the sale of any such shares while such loans are outstanding.

The following Chart #1 represents the date of acquisition, amount of shares acquired, per share cost basis, total cost basis, and type of acquisition for Ronald W. Parker (“RWP”) on that acquisition date.

The following Chart #2 shows Ronald W. Parker’s holdings of the stock of the Issuer at the end of each Annual Meeting of Shareholders of the Issuer as disclosed in each annual proxy statement of the Issuer.  The Issuer’s proxy statements include a detailed listing of all ownership of Issuer’s stock by all directors and executive officers of Issuer as of the date indicated in each year’s proxy statement (“Ownership Reporting Date”), including common stock and common stock options.  Included in Chart #2 below are all shares held by Ronald W. Parker, including common stock options, as of these Ownership Reporting Dates, percentage of the total outstanding shares of the Issuer held by Ronald W. Parker as of these Ownership Reporting Dates, and the total number of outstanding shares of the Issuer as of these Ownership Reporting Dates.

The following Chart #3 shows Ronald W. Parker’s disposition of the stock of the Issuer.  This Chart #3 indicates the date the stock was sold, the number of shares sold, and the price per share at which the stock was sold on that date.  Currently, Ronald W. Parker intends to continue to sell an indeterminate number of shares of Issuer through open market sales or through private agreements for general personal economic purposes.  These proposed sales may be deemed “material” as defined in Rule 13d-2, and subsequent Amendments to this Schedule 13D filing will be made as required under Rule 13d-2.

 

4



 

Chart #1

 

Date of Acquisition by
Ronald W. Parker

 

Number of Shares
Acquired by
Ronald W. Parker

 

Per Share
Cost Basis

 

Total Cost Basis

 

Type of Acquisition

 

2/24/92

 

5,000

 

$

0

 

$

0

 

gift

 

3/5/92

 

15,000

 

0.7910

 

11,865.00

 

mkt purchase

 

9/1/92

 

25,000

 

1.1250

 

28,125.00

(2)

Issuer grant

 

7/6/93

 

2,600

 

2.7500

 

7,150.00

(2)

Issuer grant

 

12/17/93

 

1,000

 

0.0000

 

0.00

 

gift

 

5/13/94

 

2,000

 

3.5625

 

7,125.00

(2)

Issuer grant

 

5/31/94

 

2,000

 

3.5000

 

7,000.00

 

mkt purchase

 

2/27/95

 

30,000

 

2.7500

 

82,500.00

 

mkt purchase

 

6/29/95

 

2,000

 

3.0625

 

6,125.00

 

mkt purchase

 

7/2/96

 

1,000

 

4.7500

 

4,750.00

 

mkt purchase

 

12/3/96

 

100

 

4.5000

 

450.00

 

mkt purchase

 

6/30/97

 

3,000

 

3.8750

 

11,625.00

 

mkt purchase

 

6/30/97

 

2,000

 

3.9375

 

7,875.00

 

mkt purchase

 

6/30/97

 

3,500

 

4.0625

 

14,218.75

 

mkt purchase

 

7/1/97

 

4,500

 

4.0000

 

18,000.00

 

mkt purchase

 

7/2/97

 

2,500

 

4.0000

 

10,000.00

 

mkt purchase

 

7/7/97

 

4,000

 

4.09375

 

16,375.00

 

mkt purchase

 

7/7/97

 

1,500

 

4.1250

 

6,187.50

 

mkt purchase

 

7/8/97

 

15,000

 

4.1250

 

61,875.00

 

mkt purchase

 

7/8/97

 

6,000

 

4.3125

 

25,875.00

 

mkt purchase

 

7/17/97

 

100

 

4.7500

 

475.00

 

mkt purchase

 

8/4/97

 

200,000

 

4.1250

(3)

825,000.00

 

option exercise

 

10/6/99

 

200,000

 

3.47

(4)

 

694,000

 

option purchase

 

7/7/00

 

200,000

 

3.5625

(5)

 

712,500

 

option purchase

 

(1)

 

52,718

 

(1)

 

 

(1)

 

401k plan

 

 

 

 

 

 

 

$

2,559,096.25

 

 

 

 


(1)                               Total of periodic purchases made during the period 1992-2004 through Issuer’s 401k retirement plan.

(2)                               Market value at date of Grant or Purchase for respective year.

(3)                               $1.125 option exercise price per share plus tax paid on $3.00 per share ($600,000 of ordinary income). Market price per share on this date of $4.1250.

(4)                               $2.50 option exercise price per share plus tax paid on $0.97 per share ($194,000 of ordinary income).  Market price per share on this date of $3.47.

(5)                               $2.50 option exercise price per share of $1.0625 per share ($212,500 of ordinary income). Market price per share on this date of $3.5625.

 

5



 

Chart #2

 

Ownership
Reporting Date**

 

RWP Shares
Owned,
Including
Stock Options**

 

Total
Outstanding
Shares of Issuer,
Including Stock
Options*

 

% Shares
Owned by
RWP**

 

Actual Total
Shares
Outstanding
(Per Proxy
Report)**

 

10/1/95

 

290,798

 

13,407,700

 

2.2

%

13,329,801

 

10/1/96

 

694,828

 

14,590,900

 

4.8

%

13,017,152

 

10/1/97

 

933,480

 

14,707,700

 

6.3

%

12,747,215

 

10/1/98

 

1,367,652

 

14,396,300

 

9.5

%

11,641,830

 

10/11/99

 

1,373,802

 

12,752,700

 

10.77

%

11,853,058

 

10/1/00

 

1,380,744

 

11,373,500

 

12.14

%

10,734,873

 

10/1/01

 

1,449,049

 

10,773,600

 

13.45

%

10,061,238

 

10/1/02

 

1,266,985

 

10,549,400

 

12.01

%

10,058,324

 

10/1/03

 

1,018,173

 

10,195,000

 

9.99

%

10,068,674

 

11/15/03

 

1,018,173

 

10,305,400

 

9.88

%

10,073,674

 

10/1/04

 

851,821

 

10,140,700

 

8.40

%

10,138,674

 

4/1/05

 

851,821

 

10,092,700

 

8.44

%

10,091,294

 

10/14/05

 

851,821

 

10,092,700

 

8.44

%

10,108,494

 

1/23/06***

 

625,840

*** 

10,092,700

 

6.2

%***

10,108,494

 

 


*

Calculated from Issuer’s officers’ and directors’ ownership chart in annual proxy statement. Shares are rounded to nearest hundred.

 

 

**

Source is Issuer’s annual proxy statement filed as per Section 14(A) of the Securities Act.

 

 

***

Excludes RWP’s options that have expired and 154,678 shares sold by RWP as set forth below on chart #3. Source is not Issuer’s annual proxy statement since Issuers’s last annual proxy statement is dated 10/14/05.

 

Chart #3

 

Date of Disposition/Sale
By Ronald W. Parker

 

Number of Shares Sold by
Ronald W. Parker

 

Price Per Share Sold
By Ronald W. Parker

 

Total of Sales
By Ronald W. Parker

 

1/5/06

 

19,900

 

$

2.7626

 

54,995.64

 

1/6/06

 

18,600

 

2.7501

 

51,151.86

 

1/9/06

 

3,500

 

2.7500

 

9,625.00

 

1/10/06

 

6,000

 

2.7500

 

16,500.00

 

1/11/06

 

42,000

 

2.7370

 

114,954.00

 

1/12/06

 

15,000

 

2.7300

 

40,950.00

 

1/13/06

 

15,000

 

2.7300

 

40,950.00

 

1/13/06

 

11,000

 

2.7500

 

30,250.00

 

1/17/06

 

900

 

2.7500

 

2,475.00

 

1/18/06

 

21,400

 

2.7000

 

57,780.00

 

1/20/06

 

1,000

 

2.7000

 

2,700.00

 

1/24/06

 

378

 

2.650

 

1,001.70

 

 

 

Total

154,678

 

 

 

Total:

423,333.20

 

 

6



 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Ronald W. Parker has entered into various Option Agreements which either lapsed or were exercised by Ronald W. Parker.  There are currently no Option Agreements or any other agreements between Ronald W. Parker and Issuer.  In October 1999, the Issuer loaned $557,056 to then Chief Operating Officer Ronald W. Parker in the form of a promissory note due in June 2004 to acquire 200,000 shares of the Issuer's common stock through the exercise of vested stock options previously granted to him in 1995 by the Issuer.  The note bore interest at the same floating interest rate the Issuer pays on its revolving credit line with a bank and was collateralized by certain real property and existing Issuer stock owned by Mr. Parker. As of June 27, 2004, the note balance was paid in full.

 

In July 2000, the Issuer also loaned $302,581 to Ronald W. Parker in the form of a promissory note due in June 2004, in conjunction with a cash payment of $260,000 from Mr. Parker, to acquire 200,000 shares of the Issuer's common stock through the exercise of vested stock options previously granted in 1995 by the Issuer.  The note bore interest at the same floating interest rate the Issuer pays on its revolving credit line with a bank and was collateralized by certain real property and existing Issuer stock owned by Mr. Parker.  As of June 27, 2004, the note balance was paid in full. 

 

In June 2004, Ronald W. Parker entered into a bank loan agreement with a bank (bank name not disclosed as per Item 3 of this Schedule 13D) secured by collateral which included 692,100 shares of the stock of the Issuer owned by Ronald W. Parker.  To date, Mr. Parker continues to pay down the principal and interest of this bank loan through proceeds from sales of his shares of the stock of the Issuer.

Item 7.

Material to Be Filed as Exhibits

 

None.

 

7



 

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.

 

January 25, 2006.

 

Date

 


/s/ Ronald W. Parker

 

Signature

 


RONALD W. PARKER

 

Name/Title

 

 

8


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