-----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, FRGRW4yLyg6rsioLbAoRLcKtlUyMD1uCQ7mkM3H7jeYXjjbVcAmn837I7mnvDFM1 0IaeFXwzYrJ22LF32zNprg== 0000912057-02-030319.txt : 20020807 0000912057-02-030319.hdr.sgml : 20020807 20020807172616 ACCESSION NUMBER: 0000912057-02-030319 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020807 GROUP MEMBERS: CHARLES W. MANTOOTH GROUP MEMBERS: G. THOMAS CLIETT GROUP MEMBERS: THOMAS M. HONTZAS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AUSTINS STEAKS & SALOON INC CENTRAL INDEX KEY: 0000930686 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 860723400 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48182 FILM NUMBER: 02722137 BUSINESS ADDRESS: STREET 1: 317 KIMBALL AVENUE NW CITY: ROANOKE STATE: VA ZIP: 24016 BUSINESS PHONE: 5403453195 MAIL ADDRESS: STREET 1: 317 KIMBALL AVENUE NW CITY: ROANOKE STATE: VA ZIP: 24016 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREENE TITUS CENTRAL INDEX KEY: 0001090886 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2109 WINDERMERE LN CITY: SHELBY STATE: NC ZIP: 28150 MAIL ADDRESS: STREET 1: 2109 WINDERMERE LN CITY: SHELBY STATE: NC ZIP: 28150 SC 13D/A 1 a2086310zsc13da.htm SC 13D/A
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)

AUSTINS STEAKS & SALOON, INC. (Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE (Title of Class of Securities)
052482205 (CUSIP Number)


Titus W. Greene 2109 Windermere Lane Shelby, NC 28150 Telephone: 704-481-8800	Thomas M. Hontzas 3853 Sleepy Hollow Jackson, MS 39211 Telephone: 601-981-1130	Charles W. Mantooth 147 Walden Court Danville, VA 24541 Telephone: 434-792-4000	G. Thomas Cliett 933 Mashie Lane Rocky Mount, NC 27804 Telephone: 252-446-9750

(Names, Addresses and Telephone Numbers of Persons Authorized to
Receive Notices and Communications)

Copy to:
Charles R. Monroe, Jr., Esq.
Hunton & Williams
Bank of America Plaza, Suite 3500
101 South Tryon Street
Charlotte, North Carolina 28280

August 6, 2002

(Date of Event Which Requires Filing of This Statement)

If any 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
or 13d-1(g), check the following box ý.

CUSIP No. 052482205

13D

Page 2 of 9 Pages



1.	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Titus W. Greene


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	ý
		(b)	o


3.	SEC USE ONLY


4.	SOURCE OF FUNDS PF


5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		o


6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 2,000,000*


		8.	SHARED VOTING POWER 0


		9.	SOLE DISPOSITIVE POWER 2,000,000*


		10.	SHARED DISPOSITIVE POWER 0


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000,000*


12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o


13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.4%


14.	TYPE OF REPORTING PERSON IN

*: Of these 2,000,000 shares, 1,434,500 shares are held in the name of Titus Greene & Co. Ltd. Partnership, LP (the "Partnership"), of which Mr. Greene is the sole General Partner. Mr. Greene has sole voting and dispositive power over the shares held by the Partnership.

CUSIP No. 052482205

13D

Page 3 of 9 Pages



1.	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) G. Thomas Cliett


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	ý
		(b)	o


3.	SEC USE ONLY


4.	SOURCE OF FUNDS PF


5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		o


6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 416,036*


		8.	SHARED VOTING POWER 0


		9.	SOLE DISPOSITIVE POWER 416,036*


		10.	SHARED DISPOSITIVE POWER 0


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 416,036*


12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o


13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.4%


14.	TYPE OF REPORTING PERSON IN

*: Of these 416,036 shares, 362,000 are held in the name of Thomas Cliett and 54,036 are held in the name of Gordon Thomas Cliett.

CUSIP No. 052482205

13D

Page 4 of 9 Pages



1.	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Charles W. Mantooth


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	ý
		(b)	o


3.	SEC USE ONLY


4.	SOURCE OF FUNDS PF


5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		o


6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 335,000


		8.	SHARED VOTING POWER 0


		9.	SOLE DISPOSITIVE POWER 335,000


		10.	SHARED DISPOSITIVE POWER 0


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 335,000


12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o


13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.8%


14.	TYPE OF REPORTING PERSON IN

CUSIP No. 052482205

13D

Page 5 of 9 Pages



1.	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Thomas M. Hontzas


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	ý
		(b)	o


3.	SEC USE ONLY


4.	SOURCE OF FUNDS PF


5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		o


6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 125,152


		8.	SHARED VOTING POWER 0


		9.	SOLE DISPOSITIVE POWER 125,152


		10.	SHARED DISPOSITIVE POWER 0


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 125,152


12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o


13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0%


14.	TYPE OF REPORTING PERSON IN

This Amendment No. 1 (the "Amendment") amends and supplements the original Statement on Schedule 13D filed jointly on July 25, 2002 (the "Original Schedule 13D") by Titus W. Greene ("Mr. Greene"), Thomas M. Hontzas ("Mr. Hontzas"), G. Thomas Cliett ("Mr. Cliett") and Charles W. Mantooth ("Mr. Mantooth" and together with Messrs. Greene, Hontzas and Cliett, the "Reporting Persons") to report the beneficial ownership of shares of common stock, $.01 par value per share (the "Common Stock"), of Austins Steaks & Saloon, Inc., a Delaware corporation (the "Issuer"). Collectively, the Reporting Persons beneficially own 2,876,188 shares of Common Stock, representing 23.6% of the outstanding shares of the Issuer.

The Reporting Persons are filing this Amendment to update certain information with respect to the Reporting Persons' purposes and intentions as reported in the Original Schedule 13D. Unless otherwise stated, the information set forth in the Original Schedule 13D remains accurate in all material respects.

Each Reporting Person expressly disclaims beneficial ownership of any shares other than the shares owned of record by the Reporting Person except as follows: Mr. Hontzas is the beneficial owner of 109,376 shares held in street name on his behalf, Mr. Mantooth is the beneficial owner of 335,000 shares held in street name on his behalf, and Mr. Cliett is the beneficial owner of 54,036 shares held in street name on his behalf. The filing of this statement shall not be deemed to be an admission that the Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this statement other than the shares owned of record by the Reporting Person, except that Mr. Hontzas is the beneficial owner of the 109,376 shares held in street name on his behalf, Mr. Mantooth is the beneficial owner of the 335,000 shares held in street name on his behalf, and Mr. Cliett is the beneficial owner of the 54,036 shares held in street name on his behalf.

Unless otherwise indicated, the responses to each item below are applicable to and incorporated by reference into the response of each Reporting Person.

Item 4. Purpose of Transaction.

Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:

On August 6, 2002, the Reporting Persons filed a preliminary consent solicitation statement (the "Consent Statement") with the Securities and Exchange Commission (the "SEC") in connection with the solicitation by the Reporting Persons seeking (i) the removal of the following members of the Issuer's Board of Directors: J. Carlson Quarles, Victor F. Foti, Ronald G. Stancill, Roger D. Sack, Stanley J. Bozeman, Jr. and A. Jones Yorke (collectively, the "Removed Directors"), (ii) the election of the following persons to the Issuer's Board of Directors: Thomas M. Hontzas, Charles W. Mantooth, Titus W. Greene, Pat Vezertzis, Charles H. Wright, Jesse M. Harrington III and William E. Proffitt (the "Nominees"), and (iii) to repeal any amendment to the Issuer's bylaws adopted by the current Board of Directors between July 17, 2002 and the date on which these proposals become effective. Proposals (i) and (ii) above must both be approved for either of them to be effective. Each of the Reporting Persons and each Nominee that owns common stock of the Issuer has indicated his intent to consent to each proposal contained in the Consent Statement. On August 7, 2002, Mr. Cliett delivered to the Issuer a written consent in favor of each of the three proposals set forth above with respect to 362,000 of the 416,036 shares he beneficially owns.

A copy of the preliminary consent solicitation statement filed with the SEC is incorporated herein by reference as Exhibit 99.2 hereto. The Reporting Persons may take any other action legally permitted in furtherance of these proposals.

There is no assurance that the Reporting Persons will be successful in enhancing shareholder value in the event that they are able to replace the Removed Directors with the Nominees. In the event that

the Reporting Persons are successful in replacing the Removed Directors with the Nominees, they intend to seek reimbursement from the Issuer of their costs, including legal fees and related expenses.

The consummation of any transaction could result in a change in control of the Issuer.

On August 7, 2002, Mr. Cliett sent a letter addressed to the President and Chief Executive Officer, the Chairman of the Board and the Vice President, Chief Financial Officer and Secretary of the Issuer, notifying them that he was exercising his right under Section 220 of the General Corporation Law of the State of Delaware to review and make copies of certain books and records of the Issuer, including the Issuer's stockholder lists. A copy of such letter is attached hereto as Exhibit 99.3, which is incorporated herein by reference.

Other than as described above and as previously described in the Original Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in (although they reserve the right to develop such plans or proposals) any transaction, change or event specified in Item 4 of the form of Schedule 13D.

Item 7. Material to be Filed as Exhibits.

The following documents are filed as exhibits hereto and are incorporated herein by reference:

Exhibit No.		Exhibit Description
99.1*		Joint Filing Agreement dated July 24, 2002 among and between the Reporting Persons.
99.2**		Preliminary Consent Solicitation Statement of the Reporting Persons, dated August 6, 2002, as filed with the Securities and Exchange Commission.
99.3		Letter from G. Thomas Cliett, dated August 7, 2002, regarding the demand for inspection of certain books and records of the Issuer, including the stockholders list.

*: Previously filed as Exhibit 99.1 to the Original Schedule 13D filed July 25, 2002.
**: Incorporated herein by reference to the Preliminary Consent Solicitation Statement of the Reporting Persons, dated August 6, 2002, filed with the Securities and Exchange Commission on August 6, 2002.

SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: August 7, 2002	/s/ Titus W. Greene Titus W. Greene
Date: August 7, 2002	/s/ G. Thomas Cliett G. Thomas Cliett
Date: August 7, 2002	/s/ Charles W. Mantooth Charles W. Mantooth
Date: August 7, 2002	/s/ Thomas M. Hontzas Thomas M. Hontzas

EXHIBIT INDEX

Exhibit No.		Exhibit Description
99.1*		Joint Filing Agreement dated July 24, 2002 among and between the Reporting Persons.
99.2**		Preliminary Consent Solicitation Statement of the Reporting Persons, dated August 6, 2002, as filed with the Securities and Exchange Commission.
99.3		Letter from G. Thomas Cliett, dated August 7, 2002, regarding the demand for inspection of certain books and records of the Issuer, including the stockholders list.

*: Previously filed as Exhibit 99.1 to the Original Schedule 13D filed July 25, 2002.
**: Incorporated herein by reference to the Preliminary Consent Solicitation Statement of the Reporting Persons, dated August 6, 2002, filed with the Securities and Exchange Commission on August 6, 2002.

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SIGNATURES
EXHIBIT INDEX
EX-99.3 3 a2086310zex-99_3.htm EXHIBIT 99.3
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Exhibit 99.3

G. THOMAS CLIETT
933 MASHIE LANE
ROCKY MOUNT, NC 27804

August 7, 2002

VIA FACSIMILE AND OVERNIGHT COURIER

Austins Steaks & Saloon, Inc.
317 Kimball Avenue, NW
Roanoke, Virginia 24016

Attention:

President and Chief Executive Officer, Chairman of the Board and Vice President and Chief Financial Officer and Secretary

Re: Demand for Inspection of Certain Books and Records

Ladies and Gentlemen:

The undersigned (the "Undersigned"), a record holder of common stock of Austins Steaks & Saloon, Inc. (the "Company"), a Delaware corporation, hereby demands (in person or by attorney or other agent), pursuant to Section 220 of the General Corporation Law of the State of Delaware ("Section 220"), that (1) original or attested copies of the following corporate records be made available for inspection and copying by the Undersigned or his attorneys or agents at the Company's principal place of business during usual business hours no later than 9:00 a.m. Wednesday, August 14, 2002, and from day to day thereafter during usual business hours until the inspection may be completed, or (2) the Company deliver by the same date copies of such records to the Undersigned at the address shown above, to be updated from time to time thereafter as set forth below:

Pursuant to Section 220, the Undersigned demands as part of the foregoing inspection:

(a): A complete record or list of the Company's stockholders, certified by the Company or its transfer agent, showing the name, account number and address of each stockholder and the number of shares of common stock registered in the name of each such stockholder, as of the most recent date available, in numerical order by declining ownership of shares (declining order);
(b): A magnetic computer tape or disk list of the Company's stockholders as of the most recent date available, showing the name, account number, address and number of shares held by each such stockholder as of the most recent date available and such computer processing data as is necessary to make use of such magnetic computer tape or disk and a printout of such magnetic computer tape or disk for verification purposes;
(c): All daily transfer sheets showing changes in the stockholder list referred to above which are in or come into the possession or control of the Company or its transfer agent or other agents, or which can reasonably be obtained from brokers, dealers, banks, clearing agencies or voting trustees or their nominees, from the date of the stockholder lists referred to in paragraphs (a) and (b) above to and including August 7, 2002 (the "Record Date");
(d): All information in or which comes into the Company's possession or control, or which can be reasonably obtained from brokers, dealers, banks, clearing agencies or voting trustees or their nominees, concerning the names, addresses and number of shares of common stock held by the participating brokers and banks named in the individual nominee names of Cede & Co. and other similar nominees, including omnibus proxies and all "Weekly Security Position Listing Daily Closing Balances" reports issued by The Depository Trust Company, and a list or

lists containing the name, address and number of shares attributable to any participant in any Company employee stock ownership or comparable plan, name of the trustee and methodology for voting said plans and the method by which the Undersigned and their agents may communicate with such participants;

(e): All information in or which comes into the Company's possession or control or which can reasonably be obtained from brokers, dealers, banks, clearing agencies or voting trustees relating to the names of the non-objecting beneficial owners and consenting beneficial owners of shares of common stock in the format of a printout in declining order, magnetic computer tape or disk and such computer processing data as is necessary to make use of such magnetic tape or disk for verification purposes;
(f): A stop list or stop lists relating to the shares of common stock and any changes, corrections, additions or deletions from such list, from the date of the stockholder list referred to in paragraphs (a) and (b) above to the Record Date;
(g): All respondent bank lists and omnibus proxies for such lists (such information as is readily available to the Company under Rule 14b-2 of the Securities Exchange Act of 1934);
(h): For each of the Company's stock option, award or purchase plans and any savings plan under Section 401(k) of the Internal Revenue Code, and all other similar plans, information for each plan as to the number of shares of common stock held, the names of each trustee, the names of each member of any committee or group which has the power to vote or supervise the voting of shares of common stock held, the address of each such person at which they may be contacted, and the name, address and number of shares held by each participant of such plans in declining order; and
(i): The information and records specified in paragraphs (a), (b), (c), (d), (e), (f) and (g) above as of the close of business on the Record Date.

The Undersigned will bear the reasonable costs of the Company in connection with the production of the requested information.

The purpose of this demand is to permit the Undersigned (1) to communicate with shareholders regarding their investment as shareholders, and (2) to communicate with shareholders regarding a written consent solicitation, in lieu of a special meeting, to remove certain members of the Company's Board of Directors, to elect certain new nominees to the Company's Board of Directors and to repeal changes to the Bylaws of the Company, if necessary.

This demand should receive your immediate attention so that all of your stockholders will have the benefit of information as promptly as possible concerning the solicitation made by the Undersigned and the other three members of his solicitation group.

The Undersigned hereby designates and authorizes Hunton & Williams, their partners, employees and any person designated by them to receive, as their agents, the information herein requested. A power of attorney is enclosed herewith.

Please advise Charles R. Monroe, Jr., (704) 378-4758, of Hunton & Williams as soon as possible, and in any event on or prior to the expiration of five business days after the date of this demand, as to when and where the items demanded above will be made available to the Undersigned and his designated agents. Thank you in advance for your prompt attention to this matter.

Very truly yours,

/s/ G. Thomas Cliett

G. Thomas Cliett

Enclosure

STATE OF NORTH CAROLINA

COUNTY OF EDGECOMBE

I, Daniel W. Howell, a notary public for said county and state, do hereby certify that G. Thomas Cliett, personally appeared before me this day and acknowledged that the foregoing is his letter of demand for the inspection of designated stockholder list materials and related books and records of Austins Steaks and Saloon, Inc. and that the statements, including the purposes of this demand, made in such letter are true and correct.

WITNESS my hand and notarial seal, this the 7th day of August 2002.

		/s/ Daniel W. Howell Notary Public
My Commission Expires:
5-18-03
[NOTARIAL SEAL]

STATE OF NORTH CAROLINA

SPECIFIC POWER OF ATTORNEY

COUNTY OF NASH

I, G. Thomas Cliett, a resident of Nash County, North Carolina, hereby appoint my counsel, Hunton & Williams, its partners, employees and agents thereof, as my true and lawful Attorney-in-Fact, for me and in my name and stead, authorize Hunton & Williams and its designated representatives to inspect, copy and gather all necessary documents, records or lists and to take any and all necessary actions in connection with the inspection of books, records and stockholder lists of Austins Steaks & Saloon, Inc., which I have the right to inspect for any proper purpose pursuant to Section 220 of the General Corporate Law of the State of Delaware.

This Specific Power of Attorney shall continue until January 1, 2003 from the date of execution of this instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this the 7th day of August 2002.

/s/ G. Thomas Cliett

G. Thomas Cliett

STATE OF NORTH CAROLINA

COUNTY OF EDGECOMBE

I, Daniel W. Howell, a notary public for said county and state, do hereby certify that G. Thomas Cliett, personally appeared before me this day and acknowledged the due execution of the foregoing instrument.

WITNESS my hand and notarial seal, this the 7th day of August 2002.

		/s/ Daniel W. Howell Notary Public
My Commission Expires:
5-18-03
[NOTARIAL SEAL]

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Exhibit 99.3

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