-----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, ALF8zvldOYDaUyYBNi2wGVYYrBtkhKOE2mB6jZm9+xf5tll4etIiS9GUUuYyh54a pPkzxr8dA5SakiRSWxQdRw== 0001010549-04-000024.txt : 20040120 0001010549-04-000024.hdr.sgml : 20040119 20040120153814 ACCESSION NUMBER: 0001010549-04-000024 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040120 GROUP MEMBERS: LIPTON FINANCIAL SERVICES, INC. GROUP MEMBERS: RHL ASSOCIATES, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BOSTON RESTAURANT ASSOCIATES INC CENTRAL INDEX KEY: 0000926295 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 611162263 STATE OF INCORPORATION: DE FISCAL YEAR END: 0425 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49225 FILM NUMBER: 04532573 BUSINESS ADDRESS: STREET 1: 999 BROADWAY STREET 2: SUITE 400 CITY: SAUGUS STATE: MA ZIP: 01906-3209 BUSINESS PHONE: 7812317575 MAIL ADDRESS: STREET 1: 999 BROADWAY STREET 2: SUITE 400 CITY: SAUGUS STATE: MA ZIP: 01906-3206 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LIPTON ROGER CENTRAL INDEX KEY: 0001071193 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O LIPTON FINANCIAL SERVICES STREET 2: 983 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 8005196080 MAIL ADDRESS: STREET 1: C/O LIPTON FINANCIAL SERVICES STREET 2: 983 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 bostonsc13dlipton123103.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D/A Amendment No. 1 (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. __________ )(1) Boston Restaurant Associates, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 101122109 - -------------------------------------------------------------------------------- (CUSIP Number) Roger Lipton, 780 Third Avenue, 43rd Floor, New York, NY 10017 1-800-519-6080 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 31, 2003 - -------------------------------------------------------------------------------- (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 [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. - ---------- (1) 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 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) Roger Lipton ###-##-#### Lipton Financial Services, Inc.("Lipton Financial") 13-3694835 RHL Associates, L.P. ('RHL Associates") 13-3694837 ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [Xx] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* PF & 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 Citizen, Delaware Corporation and Delaware Limited Partnership ________________________________________________________________________________ 7 SOLE VOTING POWER COMMON STOCK COMMON STOCK OPTIONS Roger Lipton 833,864 30,000 RHL Associates 635,519 NUMBER Lipton Foundation 5,607 Estate of Solomon Lipton 277,133 OF _________________________________________________________________ 8 SHARED VOTING POWER COMMON STOCK COMMON STOCK OPTIONS SHARES Mary Lipton 49,000 BENEFICIALLY Leslie Lipton 7,000 _________________________________________________________________ OWNED 9 SOLE DISPOSITIVE POWER COMMON STOCK COMMON STOCK OPTIONS BY EACH Roger Lipton 833,864 30,000 RHL Associates 635,519 REPORTING Lipton Foundation 5,607 Estate of Solomon Lipton 277,133 OWNER _________________________________________________________________ 10 SHARED DISPOSITIVE POWER Mary Lipton 49,000 Leslie Lipton 7,000 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Common Stock Common Stock Options Mary Lipton 49,000 Roger Lipton 833,864 30,000 RHL Associates 635,519 Lipton Foundation 5,607 Leslie Lipton 7,000 Estate of Solomon Lipton 277,133 Total 1,808,223 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1,808,223/7,035,170 25.70% Common Stock 30,000/773,800 3.9% Common Stock Options ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IN, CO, PN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! - -------------------------------------------------------------------------------- Item 1. Security and Issuer. Boston Restaurant Associates, Inc; Common Stock $.01 par value - -------------------------------------------------------------------------------- Item 2. Identity and Background. (a) Roger Lipton ("Lipton"), RHL Asociates, L.P. ("RHL"), Lipton Financial Services, Inc. ("Lipton Financial") (b) 780 Third Avenue, 43rd Floor, New York, NY 10017 for all (c) Lipton is the President and Director of Lipton Financial, a Delaware corporation, which is the general partner of RHL, a Delaware corporation. RHL is a private investment fund which purchases and sells securities for its own account. Lipton is also a registed representative Axiom Capital Management, Inc., a registered broker-dealer with offices at 780 Third Avenue, New York, NY 10022. (d) None of Lipton, RHL or Lipton Financial have been convicted during the last five years in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of Liption, RHL or Lipton Financial, during the last five years, were a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in or cause him or it to to be 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 a violation with respect to such laws. (f) Lipton is a U.S.citizen. - -------------------------------------------------------------------------------- Item 3. Source and Amount of Funds or Other Consideration. RHL's shares were purchased with its working capital. The shares owned by Lipton and his family members (see below) were purchased with personal funds. Lipton is the Executor of the Estate of Solomon Lipton. - -------------------------------------------------------------------------------- Item 4. Purpose of Transaction. Lipton has informed the Issuer's Board of Directors that he and his affiliates are desirous of selling their shares of the Issuer (the "Shares") and that they would prefer to sell these Shares in a transaction involving the Issuer in which all shareholders of the Issuer are treated similarly. In this regard, Lipton has been approached by persons unaffiliated with the Issuer who have expressed their possible interest in purchasing the Shares and engaging in a transaction with the Issuer. These discussions were preliminary and there is no assurance that a sale of the Shares in a transaction with the Issuer will take place. Lipton has owned the Shares for approximately nine years and believes that it is in the best interests of the shareholders generally to pursue a sale of the Issuer. At a meeting of the Issuer's Board of Directors on July 2, 2003, Lipton was informed that the Issuer was not interested in soliciting a sale of the Issuer at this time and that the Issuer would assist Lipton in furthering the sale of the Shares. The Issuer further indicated that Lipton should consider resigning as a member of the Issuer's Board. Lipton has no current intention of resigning as Director of the Issuer. Lipton further indicated that, if a good faith offer is made concerning the sale of the Issuer, he expects each member of the Board to act in accordance with his or her fiduciary duties. Lipton expect to actively discuss the possible sale of the Shares with interested parties. In the event Lipton is not renominated as a Director at the Issuer's next annual meeting , he reserves the right to propose an alternative slate of nominees and to solicit proxies in support of such slate. - -------------------------------------------------------------------------------- Item 5. Interest in Securities of the Issuer. Lipton is the beneficial owner of 1,808,223 shares of the Issuer's common stock, or 25.70% of the Issuers common stock,and the direct owner of 30,000 common stock options, or 3.9% of such options. The shares are held by record as follows: Mary Lipton (wife of Lipton) 49,000 Lipton 833,864 RHL 635,619 Lipton Foundation 5,607 Leslie Lipton (daughter of Lipton) 7,000 Estate of Solomon Lipton 277,133 RHL is the direct owner of 635,619 shares or or 9.03%, of which Lipton Financial is also the beneficial owner. - -------------------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Lipton has voting and dispositve power over all of the Shares by virtue of the family relationships and postions as trustee of the Lipton Foundaton and sole owner, President and Director of Lipton Financial. Lipton Financial is the sole general partner of RHL and has voting and dispositive power over the Shares in RHL's name. Lipton is the Executor of the Estate of Solomon Lipton. - -------------------------------------------------------------------------------- Item 7. Material to be Filed as Exhibits. None - -------------------------------------------------------------------------------- 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. 1/20/04 ---------------------------------------- (Date) /s/ Roger Lipton ---------------------------------------- (Signature) Roger Lipton Individually and as President of Lipton Financial Services, Inc. ---------------------------------------- (Name/Title) Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----