-----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, KMF6bIipv8iH743CKlB35vsodhifF9T/Ynq7nQaL0K8oK0uxrUg8GsRXhlQLwK4Y ndcNAq4sVZPvT33AliMjBw== 0000919574-05-003642.txt : 20051107 0000919574-05-003642.hdr.sgml : 20051107 20051107165714 ACCESSION NUMBER: 0000919574-05-003642 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051107 DATE AS OF CHANGE: 20051107 GROUP MEMBERS: ANDREEFF EQUITY ADVISORS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BACK YARD BURGERS INC CENTRAL INDEX KEY: 0000901495 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 640737163 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-45950 FILM NUMBER: 051183930 BUSINESS ADDRESS: STREET 1: 1657 NORTH SHELBY OAKS DRIVE STREET 2: SUITE 105 CITY: MEMPHIS STATE: TN ZIP: 38134 BUSINESS PHONE: 9013670888 MAIL ADDRESS: STREET 1: 1657 NORTH SHELBY OAKS DRIVE STREET 2: SUITE 105 CITY: MEMPHIS STATE: TN ZIP: 38134 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ANDREEFF DANE CENTRAL INDEX KEY: 0001201810 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O ANDREEFF EQUITY ADVISORS LLC STREET 2: 450 LAUREL STREET STE 2105 CITY: BATON ROUGE STATE: LA ZIP: 70801 BUSINESS PHONE: 2253447780 MAIL ADDRESS: STREET 1: C/O ANDREEFF EQUITY ADVISORS LLC STREET 2: 450 LAUREL ST STE 2105 CITY: BATON ROUGE STATE: LA ZIP: 70801 SC 13D 1 d611530_13-d.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. ) Back Yard Burgers, Inc. ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 Par Value Per Share ------------------------------------------------------------------------------- (Title of Class of Securities) 05635W101 ------------------------------------------------------------------------------- (CUSIP Number) Andreeff Equity Advisors, L.L.C. 450 Laurel Street Suite 2105 Baton Rouge, LA 70801 ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 22, 2005 ------------------------------------------------------------------------------- (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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X]. CUSIP No. 05635W101 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Andreeff Equity Advisors, L.L.C. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 392,595 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 392,595 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 392,595 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.15% 14. TYPE OF REPORTING PERSON IA CUSIP No. 05635W101 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Dane Andreeff 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 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 of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 392,595 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 392,595 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 392,595 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.15% 14. TYPE OF REPORTING PERSON IN CUSIP No. 05635W101 --------------------- _____________________________________________________________________________ Item 1. Security and Issuer. The name of the issuer is Back Yard Burgers, Inc. (the "Issuer"). The address of the Issuer's offices is 1657 Shelby Oaks Drive, N. Suite 105, Memphis, Tennessee 38134. This schedule 13D relates to the Issuer's Common Stock, $.01 Par Value Per Share (the "Shares"). _____________________________________________________________________________ Item 2. Identity and Background. (a)-(c), (f) This Schedule 13D is being filed by Andreeff Equity Advisors, L.L.C., a Delaware limited liability company and Dane Andreeff, a United States citizen (collectively, the "Reporting Persons"). The principal business address of the Reporting Persons is 450 Laurel Street, Suite 2105, Baton Rouge, Louisiana 70801. (d) Neither of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Neither of the Reporting Persons has, during the last five years, been 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. As of the date hereof, the Reporting Persons may be deemed to beneficially own 392,595 Shares. The funds for the purchase of the Shares by the Reporting Persons came from the funds managed by the Reporting Persons. The total cost for the Shares held by the Reporting Persons is $2,484,211. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business. _____________________________________________________________________________ Item 4. Purpose of Transaction. (a-j) The Shares held by the Reporting Persons were acquired for, and are being held for, investment purposes on the Reporting Persons' behalf. The acquisitions of the Shares were made in the ordinary course of the Reporting Persons' business or investment activities, as the case may be. The Reporting Persons wish to add their insight into the management and direction of the Issuer by nominating Dane Andreeff for a seat on the Board of Directors. On August 22, 2005, Andreeff Equity Advisors, L.L.C. sent a letter to the Board of Directors of the Issuer submitting Mr. Andreeff's.. A copy of this letter is attached to this Schedule 13D as Exhibit C. In an effort to protect their investment and the investments made on behalf of the investors in funds managed by the Reporting Persons, as well as to maximize shareholder value, the Reporting Persons may acquire additional Shares, dispose of all or some of these Shares from time to time, in each case in open market or private transactions, block sales or purchases or otherwise, or may continue to hold the Shares, depending on business and market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors. Although the Reporting Persons have no concrete plans to do so, the Reporting Persons may also engage in and may plan for their engagement in: (1) the acquisition of additional Shares of the Issuer, or the disposition of Shares of the Issuer; (2) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer; (3) a sale or transfer of a material amount of assets of the Issuer; (4) any material change in the present capitalization or dividend policy of the Issuer; (5) any other material change in the Issuer's business or corporate structure; (6) changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (7) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted on an inter-dealer quotation system of a registered national securities association; (8) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; and/or any action similar to those enumerated above. Any future decisions of the Reporting Persons to take any such actions with respect to the Issuer or its securities will take into account various factors, including the prospects of the Issuer, general market and economic conditions and other factors deemed relevant. _____________________________________________________________________________ Item 5. Interest in Securities of the Issuer. (a-e) As of the date hereof, Andreeff Equity Advisors, L.L.C. and Dane Andreeff may be deemed to be the beneficial owner of 392,595 Shares, constituting 8.15%of the Shares of the Issuer. Andreeff Equity Advisors, L.L.C. and Dane Andreeff have the shared power to vote or direct the vote of and dispose or direct the disposition of 392,595 Shares to which this filing relates. The Reporting Persons specifically disclaim beneficial ownership in the Shares reported herein except to the extent of their pecuniary interest therein. All transactions in the Shares which have been effected by the Reporting Persons during the 60 days prior to August 22, 2005 are listed on Exhibit B. The 392,595 Shares were acquired for investment purposes. The Reporting Persons may acquire additional Shares, dispose of all or some of these Shares from time to time, in each case in open markets or private transactions, block sales or purchases or otherwise, or may continue to hold the Shares. _____________________________________________________________________________ Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to the Shares. _____________________________________________________________________________ Item 7. Material to be Filed as Exhibits. A Joint Filing Agreement on behalf of the Reporting Persons is filed herewith as Exhibit A. Transactions in the Shares which have been effected by the Reporting Persons during the 60 days prior to August 22, 2005 are listed on Exhibit B. A letter to the Board of Directors dated August 22, 2005 is attached as Exhibit C. _____________________________________________________________________________ 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. November 7, 2005 ---------------------------------------- (Date) ANDREEFF EQUITY ADVISORS, L.L.C. By: Dane Andreeff Managing Member /s/ Dane Andreeff -------------------------------------- (Signature) Dane Andreeff ------------------------------------- (Name/Title) DANE ANDREEFF* /s/ Dane Andreeff -------------------------------------- (Signature) * The Reporting Person disclaims beneficial ownership except to the extent of its pecuniary interest therein. Exhibit A JOINT FILING AGREEMENT The undersigned agree that this schedule 13D dated August 22, 2005, relating to the Common Stock of Back Yard Burgers, Inc. shall be filed on behalf of the undersigned. ANDREEFF EQUITY ADVISORS, L.L.C.* By: Dane Andreeff Managing Member /s/ Dane Andreeff -------------------------------------- (Signature) Dane Andreeff ------------------------------------- (Name/Title) DANE ANDREEFF* /s/ Dane Andreeff -------------------------------------- (Signature) Exhibit B Schedule of Transactions in Shares in the last 60 days Tran Trade Settle Trade Price Per Code Date Date Quantity Amount Share - ---- ----- ------ -------- ------- --------- [INSERT DATA HERE] Exhibit C August 22, 2005 Mr. Lattimore M. Michael, Chairman & Chief Executive Officer Mr. W. Kurt Henke, Chairman, Nominating & Governance Committee Back Yard Burgers, Inc. 1657 N. Shelby Oaks Drive, Suite 105 Memphis, TN 39134 Dear Messrs. Michael and Henke: As the largest outside shareholder with 7.8% of the common stock of Back Yard Burgers, Inc. (BYBI), we would like to submit a nominee for the Board of Directors. Specifically, Andreeff Equity Advisors, LLC would like to formally submit to the Nominating & Governance Committee the name of Mr. Dane C. Andreeff as a prospective Director. Dane C. Andreeff is currently the Managing Member of Andreeff Equity Advisors, LLC, which is the Management Company of Maple Leaf Partners, LP and Maple Leaf Partners I, LP as well as the Investment Manager of Maple Leaf Offshore, Ltd. Collectively Mr. Andreeff manages over $500 million in equity investment portfolios for the Partnerships listed above. Mr. Andreeff graduated from the University of Texas at Arlington in 1989 with a Bachelor's Degree in Economics. He then went on to receive his Master of Arts degree in Economics from the University of Texas in 1991. In 1993, Mr. Andreeff joined Granite Capital International Group as a member of a three person team managing over $200 million in a hedged equity portfolio. Mr. Andreeff has managed investment portfolios since 1996 at Andreeff Equity, L.P., Andreeff Overseas Ltd. and Clover Partners in Dallas, Texas. Mr. Andreeff is 39 years of age and lives in Baton Rouge, Louisiana. Mr. Andreeff has a proven history of commitment to the long-term interests of shareholders in the companies in which Andreeff Equity has an ownership position. Therefore, he intends to maintain an enduring ownership position in the common stock of Back Yard Burgers, Inc. Furthermore, Mr. Andreeff will provide a valuable, objective and independent perspective as a Director. Should the Nominating & Governance Committee require any additional information or supporting documentation relating to the nomination of Mr. Andreeff, please feel free to contact us at your convenience. Sincerely, Dane C. Andreeff Managing Member Andreeff Equity Advisors, LLC 03993.0001 #611530 -----END PRIVACY-ENHANCED MESSAGE-----