-----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, Mj6C5hfgV4+HC5dAxcuio7q5n8F5rSNQnDJuAiQDnrwDKwc1p+Uc9vKizk6Jc7ln ZotBXcxnKStK4ACXkKhj5w== 0000942618-07-000002.txt : 20070112 0000942618-07-000002.hdr.sgml : 20070112 20070112144006 ACCESSION NUMBER: 0000942618-07-000002 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070112 DATE AS OF CHANGE: 20070112 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LOEB PARTNERS CORP CENTRAL INDEX KEY: 0000942618 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 61 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10006 MAIL ADDRESS: STREET 1: 61 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10006 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHAMPPS ENTERTAINMENT INC CENTRAL INDEX KEY: 0000919862 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 411625130 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-61559 FILM NUMBER: 07528429 BUSINESS ADDRESS: STREET 1: 153 E LAKE ST CITY: WAYZATA STATE: MN ZIP: 55391 BUSINESS PHONE: 6124494841 SC 13D 1 cmpp.txt UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Champps Entertainment Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 158787101 (CUSIP Number) Michael Emanuel, Esq. c/o Loeb Partners Corporation 61 Broadway, N.Y., N.Y., 10006 (212) 483-7047 (Name, address and Telephone Number of Person Authorized to Receive Notices and Communications) January 11, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with statement [ ]. (A fee is not required only if the following reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described is Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 remained 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. 158787101 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Partners Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, O 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 7 SOLE VOTING POWER SHARES 18,886 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 18,886 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER -------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,886 Shares of Common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.14% 14 TYPE OF REPORTING PERSON* CO, BD, IA SCHEDULE 13D CUSIP NO. 158787101 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Arbitrage Fund 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 7 SOLE VOTING POWER SHARES 434,937 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ----- EACH 9 SOLE DISPOSITIVE POWER REPORTING 434,937 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ----- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 434,937 Shares of Common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.33% 14 TYPE OF REPORTING PERSON* PN, BD SCHEDULE 13D CUSIP NO. 158787101 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Offshore Fund Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF 7 SOLE VOTING POWER SHARES 113,387 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 113,387 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 113,387 Shares of Common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.87% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP NO. 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Marathon Fund LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, O 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 7 SOLE VOTING POWER SHARES 159,257 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 159,257 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 159,257 Shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.22% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP NO. 158787101 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Marathon Offshore Fund, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF 7 SOLE VOTING POWER SHARES 116,073 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 116,073 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 116,073 Shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.88% 14 TYPE OF REPORTING PERSON* CO Item 1. Security and Issuer. - ------ ------------------- This statement refers to the Common Stock of 10375 Park Meadows Drive, Suite 560, Littleton, CO., 80124. Item 2. Identity and Background. - ------ ----------------------- Loeb Arbitrage Fund ("LAF"), 61 Broadway, New York, New York, 10006, is a New York limited partnership. It is a registered broker/dealer. Its general partner is Loeb Arbitrage Management, Inc., ("LAM"), a Delaware corporation, with the same address. Its President is Gideon J. King. The other officers of LAM are Thomas L. Kempner, Chairman of the Board, President, Peter A. Tcherepnine, Vice President, Edward J. Campbell, Vice President. Loeb Partners Corporation ("LPC"), 61 Broadway, New York, New York, 10006, is a Delaware corporation. It is a registered broker/dealer and a registered investment adviser. Thomas L. Kempner is its President and a director and its Chief Executive Officer. Norman N. Mintz is a Vice President and also a director. Gideon J. King is Executive Vice President. Loeb Holding Corporation ("LHC"), a Maryland corporation, 61 Broadway, New York, New York, 10006 is the sole stockholder of LAM and LPC. Thomas L. Kempner is its President and a director as well as its Chief Executive Officer and majority stockholder. Norman N. Mintz and Peter A. Tcherepnine are also directors. Loeb Offshore Fund, Ltd., ("LOF") is a Cayman Islands exempted company. Loeb Offshore Management, LLC ("LOM") is a Delaware limited liability company, a registered investment adviser and is wholly owned by Loeb Holding Corporation. It is the investment adviser of LOF. Gideon J. King and Thomas L. Kempner are Directors of LOF and Managers of LOM. Loeb Marathon Fund ("LMF") is a Delaware limited partnership whose general partner is LAM. Loeb Marathon Offshore Fund Ltd. ("LMOF") is a Cayman Islands exempted company. LOM is the investment adviser of LMOF. All of the individuals named are United States citizens. None have been, within the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been or are 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 violations with respect to such laws. Item 3. Source and Amount of Funds or Other Compensation. - ------ ------------------------------------------------ Shares of Common Stock were acquired by LAF, LPC, LMF, LOF and LMOF in margin accounts maintained with Bear Stearns Securities Corp. Item 4. Purpose of Transaction. - ------ ---------------------- LAF, LPC, LMF, LOF and LMOF ("Loeb") have acquired shares of Common Stock for investment purposes. Loeb had previously issued a press release stating its opinions about the Issuer's financial and managerial posture. Loeb reserves the right, consistent with applicable law, to acquire additional securities of the Issuer (whether through open market purchases, block trades, private acquisitions, tender or exchange offers or otherwise). Loeb intends to review its investment in the Issuer on a continuing basis and engage in discussions with management and the Board of Directors of the Issuer concerning the business, operations and future plans of the Issuer. Depending on various factors, including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Common Stock, conditions in the securities markets and general economic and industry conditions, Loeb may in the future take such actions with respect to its investment in the Issuer as it deems appropriate including, without limitation, seeking Board representation, making proposals to the Issuer concerning the capitalization and operations of the Issuer, purchasing additional Common Stock, selling some or all of its Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the Common Stock or changing its intention partially or entirely with respect to any and all matters referred to in Item 4. As of the date below, Loeb sent the following letter to the Board of Directors of the Issuer regarding the intent to sell the assets of the Issuer. January 12, 2007 Champps Entertainment, Inc. 10375 Park Meadows Drive Littleton, CO 80124 Attention: Board of Directors Loeb Partners Corporation and affiliates own approximately 6.4% of Champps Entertainment, Inc. We are currently buying shares of Champps, and we reserve the right to buy or sell shares of Champps now or in the future. We have read the publicly available information regarding your recently announced Letter of Intent to sell substantially all of the assets of the company to an entity to be formed by Kinderhook Industries, LLC, Michael P. O'Donnell and David D. Womack. We are prepared to assume that management and the Board of Directors' Special Committee have acted in good faith in pursuing this restructuring, yet the unusual nature of the announcement and the restructuring leave us with more questions than answers. We believe that shareholders are entitled to answers to the following questions: 1) When was the Special Committee formed by the Board, who are the members of the Special Committee, and what is the Special Committee's Board-approved mandate (please provide shareholders with the written language of the Special Committee's mandate)? 2) Has the board definitively determined that now is the right time to sell all or substantially all of the company's assets? 3) Before approving this Letter of Intent contemplating an asset sale to company insiders, did the Special Committee oversee a proper two-phase auction process seeking to maximize shareholder value by selling the company to the highest bidder? 4) If the answer to the previous question is negative, then does the solicitation period stipulated by the Letter of Intent allow sufficient time for a proper two-phase auction to be conducted by the company's bankers (it is common knowledge that a properly run two-phase auction may take many months)? 5) What is the reason for accepting a $2,000,000 break-up fee for a transaction that is worth less to Champps shareholders than the market price of the stock on the day before the announcement, particularly given that due diligence is more seamless and less expensive when insiders are a part of the buying group? 6) Has there been a deterioration in Champps' business that shareholders are not aware of that would cause the Special Committee to accept a below-market offer for the company's assets? 7) If the abovementioned deterioration has taken place, why have Champps shareholders not been informed? 8) Who will manage the newly formed cash shell venture capital vehicle? 9) Does the management team of the to-be formed cash shell venture capital vehicle have a particular acquisition in mind, and if so can the management team please explain this acquisition so that shareholders have sufficient time to analyze a potential transaction? 10) Is it currently contemplated that the company's largest shareholder, Atticus Capital, LLC, will "roll" their equity into the investment entity to be formed by Kinderhook Industries and company insiders, or will otherwise have an interest in the newly formed private company, and if so, will all Champps shareholders be given this opportunity? We would appreciate it if Champps' Board of Directors would make the answers to these questions public by Friday, January 19th so that shareholders can understand why the company's Special Committee has approved a below-market offer to turn our publicly-traded company into a cash shell venture capital vehicle about which we have no pertinent information. Further, Loeb Partners Corporation would like to request a meeting, whether telephonic or in person, with Champps' entire Board of Directors so that we can express our views on this new matter after the company has answered the above questions. We request this meeting by Friday, January 26th. Thank you in advance for your attention to this letter. Sincerely, Gideon King Loeb Partners Corporation Item 5. Interest in Securities of the Issuer. - ------ ------------------------------------ (a) The persons reporting hereby owned the following shares of Common Stock as of January 11, 2007. Shares of Common Stock Loeb Arbitrage Fund 434,937 Loeb Partners Corporation 18,886 Loeb Offshore Fund Ltd. 113,387 Loeb Marathon Fund LP 159,257 Loeb Marathon Offshore Fund Ltd. 116,073 -------- 842,540 The total shares of Common Stock constitutes 6.44% the 13,077,994 outstanding shares of Common Stock as reported by the issuer. (b) See paragraph (a) above. (c)The following purchases of Common Stock have been made in the last sixty (60) days by the following: Purchases of Common Stock Holder Date Shares Average Price Loeb Partners Corp. 11-13-06 554 6.57 11-13-06 73 6.45 11-14-06 1249 6.51 11-16-06 590 6.50 11-17-06 20 6.49 11-20-06 58 6.43 11-22-06 56 6.51 11-22-06 143 6.51 11-24-06 18 6.46 11-27-06 71 6.56 11-28-06 1673 6.51 11-28-06 15 6.49 12-01-06 20 6.36 12-04-06 43 6.37 12-05-06 36 6.61 12-06-06 456 6.61 12-06-06 163 6.60 12-07-06 3 6.53 12-08-06 558 6.61 12-12-06 26 6.47 12-18-06 224 6.61 12-28-06 313 7.10 01-04-07 23 6.31 01-08-07 13 6.36 01-11-07 6210 6.51 01-11-07 78 6.28 01-11-07 1120 6.51 Holder Date Shares Average Price Loeb Arbitrage Fund 11-13-06 1742 6.57 11-13-06 13150 6.45 11-14-06 29618 6.51 11-15-06 477 6.51 11-16-06 13984 6.50 11-17-06 8534 6.31 11-20-06 1382 6.43 11-22-06 3390 6.51 11-22-06 1340 6.51 11-24-06 421 6.46 11-27-06 1680 6.56 11-28-06 350 6.49 11-29-06 38776 6.51 12-01-06 475 6.36 12-04-06 1020 6.37 12-05-06 858 6.61 12-06-06 10775 6.61 12-07-06 79 6.53 12-08-06 13194 6.61 12-12-06 604 6.47 12-18-06 5282 6.61 01-04-07 550 6.56 01-08-07 541 6.31 01-09-07 307 6.36 01-11-07 143009 6.51 01-11-07 1806 6.28 01-11-07 25795 6.51 Holder Date Shares Average Price Loeb Offshore Fund 11-13-06 397 $6.45 11-13-06 2996 6.57 11-14-06 322 6.51 11-14-06 6426 6.51 11-15-06 109 6.51 11-16-06 3186 6.50 11-17-06 1945 6.31 11-20-06 316 6.43 11-22-06 305 6.51 11-22-06 772 6.51 11-24-06 96 6.46 11-27-06 381 6.56 11-28-06 9936 6.51 11-28-06 82 6.49 12-01-06 110 6.36 12-04-06 237 6.41 12-05-06 200 6.61 12-06-06 2507 6.61 12-06-06 898 6.60 12-07-06 18 6.53 12-12-06 3070 6.61 12-12-06 146 6.47 12-18-06 1229 6.61 12-28-06 7352 7.10 01-04-07 150 6.56 01-08-07 141 6.31 01-09-07 80 6.36 01-11-07 37281 6.51 01-11-07 471 6.28 01-11-07 6725 6.51 Holder Date Shares Average Price Loeb Marathon Fund LP 11-13-06 4880 $6.57 11-13-06 4880 6.57 11-14-06 11059 6.51 11-15-06 176 6.51 11-16-06 5138 6.50 11-17-06 3136 6.31 11-20-06 509 6.43 11-22-06 1250 6.51 11-24-06 155 6.46 11-27-06 611 6.56 11-28-06 127 6.49 11-28-06 15136 6.51 12-01-06 175 6.36 12-05-06 314 6.61 12-06-06 3961 6.61 12-06-06 1417 6.60 12-08-06 4846 6.61 12-12-06 228 6.47 12-18-06 1935 6.61 01-08-07 200 6.31 01-11-07 52345 6.51 01-11-07 662 6.28 01-11-07 9462 6.51 Holder Date Shares Average Price Loeb Marathon Offshore 11-13-06 3420 $6.57 Fund, Ltd. 11-14-06 7752 6.51 11-15-06 124 6.49 11-16-06 3602 6.50 11-10-06 2199 6.29 11-20-06 356 6.43 11-22-06 875 6.51 11-24-06 110 6.46 11-27-06 429 6.56 11-28-06 88 6.49 11-28-06 9479 6.61 12-01-06 120 6.36 12-05-06 216 6.61 12-06-07 973 6.60 12-06-06 2724 6.61 12-08-06 3332 6.61 12-12-06 157 6.47 12-18-06 1330 6.61 12-28-06 3989 7.10 01-08-07 145 6.31 01-11-07 38155 6.51 01-11-07 483 6.28 01-11-07 6898 6.51 All reported transactions were effected on Nasdaq. (d) Not applicable. (e). Not applicable. Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer. None. Item 7. Materials 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. January 12, 2007 Loeb Partners Corporation By: /s/ Gideon J. King Executive Vice President January 12, 2007 Loeb Arbitrage Fund By: Loeb Arbitrage Management, Inc., G.P. By: /s/ Gideon J. King President January 12, 2007 Loeb Offshore Fund Ltd. By: /s/ Gideon J. King Director January 12, 2007 Loeb Marathon Fund LP By: Loeb Arbitrage Management, Inc., G.P. By: /s/ Gideon J. King President January 12, 2007 Loeb Marathon Offshore Fund Ltd. By: /s/ Gideon J. King Director -----END PRIVACY-ENHANCED MESSAGE-----