-----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, UIOsMAO6xu+mpqzlEDMPS+W6/Q8bXFBZ4IYaJD+yA4zOvd14VAOC+bnttUsuFDUe DXBlhUcNxdY0bn6tSUrjZg== 0000935836-03-000154.txt : 20030307 0000935836-03-000154.hdr.sgml : 20030307 20030307125716 ACCESSION NUMBER: 0000935836-03-000154 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030307 GROUP MEMBERS: SCOTT A. BEDFORD FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PENINSULA CAPITAL MANAGEMENT INC CENTRAL INDEX KEY: 0000922616 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE BUSH ST SUITE 1150 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 MAIL ADDRESS: STREET 1: ONE SANSOME STREET STREET 2: SUITE 3134 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FRESH CHOICE INC CENTRAL INDEX KEY: 0000893741 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 770130849 STATE OF INCORPORATION: DE FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43712 FILM NUMBER: 03595772 BUSINESS ADDRESS: STREET 1: 485 COCHRANE CIRCLE CITY: MORGAN HILL STATE: CA ZIP: 95037 BUSINESS PHONE: 4087760799 MAIL ADDRESS: STREET 1: 485 COCHRANE CIRCLE CITY: MORGAN HILL STATE: CA ZIP: 95037 SC 13G/A 1 fc13g.htm

SEC 1745

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. ____1_______)

 

Fresh Choice, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

358032100

(CUSIP Number)

 

December 31, 2002

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[X] Rule 13d-1(b)

[X] Rule 13d-1(c)

[ ] 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).

 

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

Peninsula Capital Management, Inc.

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

(a) X

(b)

3. SEC Use Only

4. Citizenship or Place of Organization California

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With

5. Sole Voting Power

6. Shared Voting Power 579,700

7. Sole Dispositive Power

8. Shared Dispositive Power 579,700

9. Aggregate Amount Beneficially Owned by Each Reporting Person 579,700

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 9.8%

12. Type of Reporting Person (See Instructions) CO, IA

 

 

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

Scott A. Bedford

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

(a) X

(b)

3. SEC Use Only

4. Citizenship or Place of Organization U.S.A.

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With

5. Sole Voting Power

6. Shared Voting Power 579,700

7. Sole Dispositive Power

8. Shared Dispositive Power 579,700

9. Aggregate Amount Beneficially Owned by Each Reporting Person 579,700

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 9.8%

12. Type of Reporting Person (See Instructions) HC, IN

 

 

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

Peninsula Fund, L.P.

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

(a)

(b) X

3. SEC Use Only

4. Citizenship or Place of Organization California

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With

5. Sole Voting Power

6. Shared Voting Power 418,773

7. Sole Dispositive Power

8. Shared Dispositive Power 418,773

9. Aggregate Amount Beneficially Owned by Each Reporting Person 418,773

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 7.0%

12. Type of Reporting Person (See Instructions) PN

 

Item 1.

(a) Name of Issuer

Fresh Choice, Inc.

(b) Address of Issuer's Principal Executive Offices

485 Cochrane Circle, Morgan Hill, California 95037

Item 2.

(a) The names of the persons filing this statement are:

Peninsula Capital Management, Inc.

Scott A. Bedford

Peninsula Fund, L.P.




(collectively, the "Filers").

(b) The principal business office of the Filers is located at:

One Sansome Street, Suite 3134, San Francisco, California 94104

(c) For citizenship of Filers, see Item 4 of the cover sheet for each Filer.

(d) This statement relates to shares of common stock of the Issuer (the "Stock").

(e) The CUSIP number of the Issuer is: 358032100.

Item 3. If this statement is filed pursuant to rule 240.13d-1(b) or 240.13d-2(b) or (c), 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) [ X ] An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E). One of the Filers, Peninsula Capital Management, Inc. is a registered investment adviser.

(f) [ ] An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F).

(g) [ X ] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G). Mr. Bedford is the controlling person of Peninsula Capital Management, Inc.

(h) [ ] A savings association 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) [ X ] Group, in accordance with section 240.13d-1(b)(1)(ii)(J) (Only as to Peninsula Capital Management, Inc. and Mr. Bedford).

 

Item 4. Ownership.

See Items 5-9 and 11 of the cover page for each Filer.

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

Peninsula Capital Management, Inc. is a registered investment adviser whose clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Stock. No individual client's holdings of the Stock, other than the holdings of Peninsula Fund, L.P., are more than five percent of the outstanding Stock.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Peninsula Capital Management, Inc. ("Peninsula") is a registered investment adviser and is the general partner of Peninsula Fund, L.P. Mr. Bedford is the control person of Peninsula. Peninsula and Mr. Bedford are filing this Schedule 13G as a group. Peninsula Fund, L.P. is filing jointly with the other Filers, but not as a member of a group, and expressly disclaims membership in a group. Each of the Filers disclaims beneficial ownership of the Stock, except to the extent of its pecuniary interest in the Stock.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certification of Peninsula and Mr. Bedford:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

Certification of Peninsula Fund, L.P.:

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 my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March __, 2003

Peninsula Capital Management, Inc.

 

By:

Scott A. Bedford

President

Peninsula Fund, L.P.

By: Peninsula Capital Management, Inc.

General Partner

By:

Scott A. Bedford

President

 

Scott A. Bedford

 

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