AMENDMENT #6 TO SCHEDULE 13D

-----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, FEshT3LLpIUQLMOP4xyG0GOJ7RcP9vYPADeRsO0AHLWI1srTyUdbHFI7lsiV6zzC kswmDO5A7dVR7Yu3mgcgGw== 0001193125-07-231292.txt : 20071101 0001193125-07-231292.hdr.sgml : 20071101 20071031173731 ACCESSION NUMBER: 0001193125-07-231292 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20071101 DATE AS OF CHANGE: 20071031 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: 071203903 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 #6 TO SCHEDULE 13D AMENDMENT #6 TO SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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. 6)

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:

Bryan E. Davis

Jones Day

1420 Peachtree Street, N.E.

Atlanta, GA 30309

(404) 581-3939

October 30, 2007

(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. ¨

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).

SCHEDULE 13D

CUSIP No.


1.	Names 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 (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check 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 1,806,728*
		9. Sole Dispositive Power None
		10. Shared Dispositive Power 435,404


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,806,728*
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 35.24%**
14.	Type of Reporting Person (See Instructions) OO (limited liability company)

* Beneficial ownership of 1,371,324 shares of the common stock of Back Yard Burgers, Inc. referred to herein is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of such shares as a result of the Stockholder Voting Agreements described in Items 3, 4 and 5 hereof. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of such 1,371,324 shares of common stock for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

**The calculation of the percentage is based on 5,126,688 shares of common stock being issued and outstanding as of July 31, 2007, as set forth in Back Yard Burgers, Inc.’s 10-Q for the quarterly period ended June 30, 2007.

SCHEDULE 13D

CUSIP No.


1.		Names 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 (See Instructions) (a) ¨ (b) x
3.		SEC Use Only
4.		Source of Funds (See Instructions) AF
5.		Check 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 1,806,728*
		9. Sole Dispositive Power None
		10. Shared Dispositive Power 435,404


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 1,806,728*
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.		Percent of Class Represented by Amount in Row (11) 35.24%**
14.		Type of Reporting Person (See Instructions) OO (limited liability company)

SCHEDULE 13D

CUSIP No.


1.		Names 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 (See Instructions) (a) ¨ (b) x
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check 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 1,806,728*
		9. Sole Dispositive Power None
		10. Shared Dispositive Power 435,404


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 1,806,728*
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.		Percent of Class Represented by Amount in Row (11) 35.24%**
14.		Type of Reporting Person (See Instructions) IN

Introductory Note.

This Amendment No. 6 (as defined herein) is filed by BBAC, LLC (“BBAC”), Cherokee Advisors, LLC (“Cherokee”) and Reid M. 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. 6 to Schedule 13D (“Amendment No. 6”) 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. 6 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, Amendment No. 2 to Schedule 13D filed by the Reporting Persons on September 5, 2006, Amendment No. 3 to Schedule 13D filed by the Reporting Persons on December 7, 2006, Amendment No. 4 to Schedule 13D filed by the Reporting Persons on June 12, 2007, and Amendment No. 5 to Schedule 13D filed by the Reporting Persons on October 1, 2007 (the “Amended Statement” and, collectively with this Amendment No. 6, the “Statement”). The address of the Issuer’s principal executive office is 1657 N. Shelby Oaks Drive, Suite 105, Memphis, Tennessee 38134.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Statement is hereby amended by adding the following at the end of Item 3:

On October 30, 2007, BBAC entered into amendments to the commitment letters with Regions and Harbert that extend the expiration date of each commitment letter until November 5, 2007. Additionally, also on October 30, 2007, BBAC and its wholly owned subsidiary, BBAC Merger Sub, Inc., entered into an agreement with the Issuer to extend the date on which either the Issuer or BBAC could seek to terminate the Merger Agreement from October 31, 2007 to November 5, 2007.

The amendments to the commitment letters and the agreement regarding the Merger Agreement are attached as Exhibit R, Exhibit S and Exhibit T, respectively, and are incorporated by reference in their entirety into this Item 3.

Item 7. Material to be Filed as Exhibits.

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

Exhibit R: Amendment to Regions Bank Commitment Letter

Exhibit S: Amendment to Harbert Mezzanine Partners II, L.P. Commitment Letter

Exhibit T: Agreement regarding the Merger Agreement

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 6 is true, complete and correct.

October 30, 2007

(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.R 2 dex99r.htm AMENDMENT TO REGIONS BANK COMMITMENT LETTER AMENDMENT TO REGIONS BANK COMMITMENT LETTER

EXHIBIT R

Amendment to Regions Bank Commitment Letter

Exhibit R

LOGO

October 30, 2007

BBAC, LLC and its Subsidiaries

3060 Peachtree Road, N.W.

Suite 1410

Atlanta, Georgia 30305

Attention: Mr. Reid M. Zeising

Re:

Letter Agreement dated June 6, 2007 among BBAC, LLC (“BBAC”), for itself and BBAC Merger Sub, Inc. (“Merger Sub”), and Regions Bank (“Regions”) with respect to an $18,500,000 Senior Secured Revolving Credit and Term Loan Facility, as amended by that certain Letter Agreement dated September 28, 2007 between BBAC and Regions (as so amended, the “Commitment Letter”).

Ladies and Gentlemen:

Reference is made to the Commitment Letter and the Term Sheet referenced therein, dated June 6, 2007, by Regions and accepted by BBAC, as amended by that certain Letter Agreement dated September 28, 2007 by Regions and accepted by BBAC. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Commitment Letter, as so amended.

BBAC has requested that Regions extend the effectiveness of the Commitment Letter. Regions is willing to extend the effectiveness of the Commitment Letter, on the terms and subject to the conditions set forth herein.

Now therefore, for Ten Dollars ($10.00) in hand paid, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, Regions and BBAC hereby agree as follows:

The Commitment Letter and Term Sheet are hereby amended as follows:

(a) The Commitment Letter is hereby amended by deleting the references to “October 31, 2007” appearing in the fourth paragraph (page two) of the Commitment Letter and in the tenth paragraph (page three) of the Commitment Letter, and by substituting in lieu thereof the date “November 5, 2007”.

(b) The Term Sheet is hereby amended by deleting the reference to “October 31, 2007” appearing in the section entitled “Collateral” set forth on page four of the Term Sheet, and by substituting in lieu thereof the date “November 5, 2007”.

This letter shall become a binding agreement upon execution by Regions and BBAC prior to 5:00 p.m. on October 31, 2007. This letter may be executed in one or more counterparts, all of which, when taken together, shall constitute one and same agreement. Any copy of a manually executed signature page to this letter delivered by any party by facsimile or other electronic transmission shall be deemed an original signature page hereto.

The agreements contained in this letter shall be governed by laws of the State of Georgia.

Except as modified hereby, the terms of the Commitment Letter and the Term Sheet remain in full force and effect.

[Signature Pages Follow.]

- 2 -

If the Companies accept and agree to the foregoing, please so indicate by executing and returning the enclosed copy of this letter for itself and its subsidiaries to Lender on or before October 31,2007.


Very truly yours,

REGIONS BANK

By:		/s/ Brad Greer
		Brad Greer
		Senior Vice President

Accepted and agreed to on October 30, 2007:


BBAC, LLC,
for itself and BBAC Merger Sub, Inc.

By:		/s/ Reid M. Zeising
		Reid M. Zeising
Title:		Managing Member

EX-99.S 3 dex99s.htm AMENDMENT TO HARBERT MEZZANINE PARTNERS II, L.P. COMMITMENT LETTER AMENDMENT TO HARBERT MEZZANINE PARTNERS II, L.P. COMMITMENT LETTER

EXHIBIT S

Amendment to Harbert Mezzanine Partners II, L.P. Commitment Letter

Exhibit S

LOGO

HARBERT MEZZANINE PARTNERS II, L.P.

618 Church Street, Suite 500

Nashville, TN 37219

October 30, 2007

BBAC, LLC

3060 Peachtree Road, NW

Suite 1410

Atlanta, GA 30305

Re:

Letter Agreement dated June 7, 2007, as amended by that certain Letter Agreement dated September 25, 2007, among BBAC, LLC (“BBAC”) and Harbert Mezzanine Partners II, L.P. (together with certain of its affiliates selected by Harbert Mezzanine Partners II, L.P. in its sole discretion, collectively “Harbert”) with respect to the (i) commitment for up to $7,000,000 senior subordinated second lien term notes and (ii) equity co-investment of up to $1,000,000 in BBAC (the “Commitment Letter”).

Ladies and Gentlemen:

Reference is made to the Commitment Letter and the Term Sheet referenced therein, dated June 7, 2007, as amended by that certain Letter Agreement dated September 25, 2007, by Harbert and accepted by BBAC. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Commitment Letter.

You have requested, and Harbert hereby agrees, that the Commitment Letter and the Term Sheet each be amended by extending the expiration dates set forth therein. The Commitment Letter is hereby amended by replacing the reference to “October 31, 2007” appearing in the seventh paragraph of the Commitment Letter set forth on page three of the Commitment Letter to “November 5, 2007”. The Term Sheet is hereby amended by changing the reference to “October 31, 2007” appearing in the section entitled “Collateral” set forth on page three of the Term Sheet to “November 5, 2007”.

This letter shall become a binding agreement upon execution effective as of October 31, 2007 by each of the BBAC and Harbert. This letter may be signed in one or more counterparts (which may be by facsimile transmission).

This letter shall be governed by laws of the State of New York.

Except as modified hereby, the terms of the Commitment Letter, the Term Sheet and the Working Fee Letter remain in full force and effect.

[Signature Pages Follow]

BBAC, LLC

October 30, 2007

Page 2


Very truly yours,

HARBERT MEZZANINE PARTNERS II, L.P.

By:		HMP II SBIC GP, LLC, its General Partner

By:		Harbert Mezzanine Partners II GP, LLC, its Sole Manager

By:		Harbert Mezzanine Manager II, Inc., its Sole Manager

By:		/s/ J. Pryor Smartt
Name:		J. Pryor Smartt
Title:		Director of Investments

Accepted and agreed to as of the date first written above by:


BBAC, LLC

By:		/s/ Reid M. Zeising
Name:		Reid M. Zeising
Title:		Chairman of the Board

EX-99.T 4 dex99t.htm AGREEMENT REGARDING THE MERGER AGREEMENT AGREEMENT REGARDING THE MERGER AGREEMENT

EXHIBIT T

Agreement Regarding the Merger Agreement

Exhibit T

AGREEMENT

This Agreement (the “Agreement”) is entered into by and among BBAC, LLC (“Parent”), BBAC Merger Sub, Inc. (“Merger Sub”) and Back Yard Burgers, Inc. (“Company”) in connection with that certain Agreement and Plan of Merger entered into on June 10, 2007 among Parent, Merger Sub and Company (the “Merger Agreement”).

RECITALS

1. Section 10.1(e) of the Merger Agreement provides that the Merger Agreement may be terminated and the Merger abandoned at any time prior to the Effective Time “by either Parent or Company in the event that the Merger shall not have been consummated by October 31, 2007 if the failure to consummate the transactions contemplated [t]hereby on or before such date is not caused by any breach of [the Merger Agreement] by the Party electing to terminate pursuant to this Section 10.1(e).”

2. The consummation of the Merger is unlikely to occur by October 31, 2007.

3. Each of the parties hereto desires to extend the date by which the Merger must be consummated for purposes of Section 10.1(e) of the Merger Agreement.

AGREEMENT

In consideration of the mutual covenants set forth herein and for other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Each of the parties hereto agrees to use its commercially reasonable efforts to cause the Merger Agreement to be consummated no later than 5:00 p.m., Atlanta, Georgia time on November 5, 2007. Each of the parties hereto further agrees to not seek to terminate the

Merger Agreement pursuant to Section 10.1(e) thereof until after 5:00 p.m., Atlanta, Georgia time on November 5, 2007.

2. This Agreement does not constitute and may not be used as evidence of any breach of the Merger Agreement on the part of any party thereto.

3. This Agreement shall be construed and enforced according to the laws of the State of Delaware.

4. This Agreement may be executed in one or more counterparts, each of which shall be an original for all purposes. This Agreement may be executed and delivered by facsimile transmission.

5. Except as set forth herein, the Merger Agreement shall remain in full force and effect, enforceable against the parties thereto in accordance with its terms.

6. Capitalized terms used herein and not otherwise defined shall have the respective meanings provided therefore in the Merger Agreement.

7. Each signatory to this Agreement represents that he or she has authority to enter into this Agreement on behalf of the party he or she represents.

EFFECTIVE DATE: October 30, 2007.

[SIGNATURE PAGE FOLLOWS]


BBAC, LLC

By:		/s/ Reid M. Zeising
Name:		Reid M. Zeising
Title:		Chairman


BBAC MERGER SUB, INC.

By:		/s/ Reid M. Zeising
Name:		Reid M. Zeising
Title:		Chairman, President/Chief Executive Officer and Secretary


BACKYARD BURGERS, INC.

By:		/s/ Lattimore M. Michael
Name:		Lattimore M. Michael
Title:		Chief Executive Officer

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