-----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, PZiBBtDpq/0oXlQPrPBoKVEM+BgSwzSGEGkj9RJIeBYxJw4D6HSaRUQZVA0ciLQM KRLWkdbFSI4SXevS6DY8uQ== 0001193125-06-248691.txt : 20061207 0001193125-06-248691.hdr.sgml : 20061207 20061207165002 ACCESSION NUMBER: 0001193125-06-248691 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20061207 DATE AS OF CHANGE: 20061207 GROUP MEMBERS: CHEROKEE ADVISORS, LLC GROUP MEMBERS: REID M. ZEISING 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: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45950 FILM NUMBER: 061263156 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: BBAC LLC CENTRAL INDEX KEY: 0001364995 IRS NUMBER: 203711951 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3060 PEACHTREE ROAD NW STREET 2: SUITE 1410 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 404-495-7400 MAIL ADDRESS: STREET 1: 3060 PEACHTREE ROAD NW STREET 2: SUITE 1410 CITY: ATLANTA STATE: GA ZIP: 30305 SC 13D/A 1 dsc13da.htm AMENDMENT #3 TO SCHEDULE 13D Amendment #3 to Schedule 13D

UNITED STATES

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. 3)

 

 

 

Back Yard Burgers, Inc.

(Name of Issuer)

 

Common Stock, $0.01 Par Value Per Share

(Title of Class of Securities)

 

05635W101

(CUSIP Number)

 

Reid M. Zeising

Chairman of the Board of Managers

BBAC, LLC

3060 Peachtree Road

Suite 1410

Atlanta, GA 30305

(404) 495-7400

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

 

With a copy to:

S. Joel Cartee

Alston & Bird LLP

One Atlantic Center

1201 West Peachtree Street

Atlanta, GA 30309

(404) 881-7000

 

December 7, 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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  ¨

 

*   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 purposes of Section 18 of the Securities Exchange Act of 1934 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.  

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

    
                BBAC, LLC    
  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
WITH		     7.  SOLE VOTING POWER
 
                  None
    8.  SHARED VOTING POWER
 
                  435,404
    9.  SOLE DISPOSITIVE POWER
 
                  None
  10.  SHARED DISPOSITIVE POWER
 
                  435,404
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
                435,404    
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
         
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
                8.81%    
14.   TYPE OF REPORTING PERSON  
                OO (limited liability company)    

 

  1.  

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

    
                Cherokee Advisors, LLC    
  2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
  (a)  ¨  
    (b)  x    
  3.   SEC USE ONLY  
         
  4.   SOURCE OF FUNDS  
                AF    
  5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ¨
         
  6.   CITIZENSHIP OR PLACE OF ORGANIZATION  
                Georgia    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		     7.  SOLE VOTING POWER
 
                  None
    8.  SHARED VOTING POWER
 
                  435,404
    9.  SOLE DISPOSITIVE POWER
 
                  None
  10.  SHARED DISPOSITIVE POWER
 
                  435,404
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
                435,404    
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
         
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
                8.81%    
14.   TYPE OF REPORTING PERSON  
                OO (limited liability company)    

 

  1.  

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

    
                Reid M. Zeising    
  2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
  (a)  ¨  
    (b)  x    
  3.   SEC USE ONLY  
         
  4.   SOURCE OF FUNDS  
                OO    
  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
WITH		     7.  SOLE VOTING POWER
 
                  None
    8.  SHARED VOTING POWER
 
                  435,404
    9.  SOLE DISPOSITIVE POWER
 
                  None
  10.  SHARED DISPOSITIVE POWER
 
                  435,404
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
                435,404    
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
         
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
                8.81%    
14.   TYPE OF REPORTING PERSON  
                IN    

 

Introductory Note.

This Amendment No. 3 (as defined herein) is being filed by BBAC, LLC (“BBAC”), Cherokee Advisors, LLC (“Cherokee”) and Reid Zeising (collectively, the “Reporting Persons”) to update the Amended Statement (as defined herein). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Amended Statement.

Item 1. Security and Issuer.

Item 1 of the Statement is hereby amended and restated in its entirety as follows:

This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) relates to shares of common stock, par value $0.01 per share (the “Common Stock”), of Back Yard Burgers, Inc., a Delaware corporation (the “Issuer”). This Amendment No. 3 amends the initial statement on Schedule 13D filed by the Reporting Persons on June 5, 2006, as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Persons on August 24, 2006 and Amendment No. 2 to Schedule 13D filed by the Reporting Persons on September 5, 2006 (the “Amended Statement” and, collectively with this Amendment No. 3, the “Statement”). The address of the Issuer’s principal executive office is 1657 N. Shelby Oaks Drive, N. Suite 105, Memphis, Tennessee 38134.

Item 4. Purpose of Transaction.

Item 4 of the Statement is hereby amended by adding the following at the end of Item 4:

The Reporting Persons wish to add their insight into the management and direction of the Issuer by nominating C. Stephen Lynn and Reid M. Zeising to serve on the Issuer’s Board of Directors. On December 7, 2006, the Reporting Persons sent a letter to the Issuer, in conformity with Article II, Section 14 of the Issuer’s Amended and Restated Bylaws, as amended, submitting Messrs. Lynn and Zeising as nominees to serve on the Issuer’s Board (the “Notice of Director Nominations”). A copy of this Notice of Director Nominations is attached to this Statement as Exhibit J.

Item 7. Material to be Filed as Exhibits.

Item 7 of the Statement is hereby amended by adding the following exhibits:

Exhibit J: Notice of Director Nominations.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 3 is true, complete and correct.

 

December 7, 2006

(Date)
BBAC, LLC
By: Reid Zeising
Chairman

/s/ Reid Zeising

(Signature)
CHEROKEE ADVISORS, LLC
By: Reid Zeising
Managing Member

/s/ Reid Zeising

(Signature)
REID ZEISING

/s/ Reid Zeising

(Signature)
 EX-99.J 2 dex99j.htm EXHIBIT J, NOTICE OF DIRECTOR NOMINATIONS Exhibit J, Notice of Director Nominations

Exhibit J

BBAC, LLC

3060 Peachtree Road NW, Suite 1410

Atlanta, Georgia 30305

(404) 495-7400

December 6, 2006

Secretary

Back Yard Burgers, Inc.

1657 North Shelby Oaks Drive

Suite 105

Memphis, Tennessee 38134

 

  RE: Notice of Director Nominations to the Board of Directors of Back Yard Burgers, Inc.

This notice of director nominations is submitted by BBAC, LLC, a Delaware limited liability company (“BBAC”), in conformity with Article II, Section 14 of the Amended and Restated Bylaws of Back Yard Burgers, Inc. (the “Company”), as amended. BBAC legally and beneficially owns 435,404 shares of the Company’s common stock representing approximately 8.81% of the Company’s outstanding common stock (the “Shares”). BBAC has been a stockholder of the Company since September 2005. For additional information regarding the Shares held by BBAC, please refer to the Schedule 13D filed by BBAC on June 5, 2006, and the amendments thereto (the “Schedule 13D”) relating to BBAC’s ownership of the Company’s common stock. As more fully described in the Schedule 13D, BBAC shares beneficial ownership of the Shares with Cherokee Advisors, LCC, a Georgia limited liability company (“Cherokee”), and Reid M. Zeising, Chairman of the Board of Managers of BBAC and Managing Member of Cherokee. The business address for BBAC, Cherokee and Mr. Zeising is 3060 Peachtree Road, Suite 1410, Atlanta, Georgia 30305.

BBAC, as the Company’s largest outside stockholder with approximately 8.81% of the Company’s outstanding common stock, hereby nominates the following persons as nominees for election to the seats of the directors whose terms will expire at the Company’s 2007 annual meeting of stockholders. Signed consents of each nominee to being named as a nominee for a director in a proxy statement and to serve as a director if elected at the Company’s 2007 annual meeting of stockholders are attached to this notice.

NOMINEES TO BE ELECTED TO FILL THE DIRECTOR POSITIONS WHICH ARE EXPIRING AT THE COMPANY’S 2007 ANNUAL MEETING OF STOCKHOLDERS

C. Stephen Lynn, born July 27, 1947, is the majority owner and Chairman of Cummings Incorporated. Mr. Lynn has held his position with Cummings Incorporated since 1999. Prior to joining Cummings Incorporated, Mr. Lynn served as Chairman and Chief Executive Officer of Shoney’s, Inc. from 1995 through 1998. Prior to joining Shoney’s, he served as the Chairman and Chief Executive Officer of Sonic Corporation for 12 years, where he helped build the nation’s largest chain of drive-in restaurants with approximately $2 billion in system-wide sales. Mr. Lynn received his BS in Industrial Engineering from Tennessee Technological University,

Cookeville, Tennessee and his MBA from the University of Louisville, Louisville, Kentucky, where he graduated cum laude. Mr. Lynn’s mailing address is 3060 Peachtree Road, N.W., Suite 1410, Atlanta, Georgia 30305.

Reid M. Zeising, born September 5, 1966, has over 17 years of equity trading, investment banking, venture capital, and brokerage experience. Mr. Zeising currently serves as Managing Partner with Bluebird Advisors, LLC, and Cherokee Advisors, LLC, investment managers and consultants. Mr. Zeising has served in such positions since he founded Bluebird Advisors, LLC in 2001 and Cherokee Advisors, LLC in 2005. He has also served as Managing Partner of Institutional Advisors LLC, a merchant banking firm, since January 2000. Prior to that, he served as First Vice President with The Robinson-Humphrey Company (RHC) from 1992 to 1999. Mr. Zeising holds a BA in International Economics – Far East from The University of Michigan, Ann Arbor, Michigan. Mr. Zeising’s mailing address is 3060 Peachtree Road, N.W., Suite 1410, Atlanta, Georgia 30305.

 

Sincerely,

/s/ Reid M. Zeising

Reid M. Zeising
Chairman

 

- 2 -

Nominee Consent

The undersigned hereby consents to being named as a nominee for director in a proxy statement and to serve as a director if elected at Back Yard Burgers, Inc.’s 2007 annual meeting of stockholders.

 

/s/ C. Stephen Lynn

C. Stephen Lynn

Nominee Consent

The undersigned hereby consents to being named as a nominee for director in a proxy statement and to serve as a director if elected at Back Yard Burgers, Inc.’s 2007 annual meeting of stockholders.

 

/s/ Reid M. Zeising

Reid M. Zeising
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