-----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, FmZ9Fem7dvSs5q+v1zSHGRjBYXIFzGfu/T9210yUe/hOGxKSw9fQzO3ZWjBIWS0P Fd5dxwTP+gg2/f7sNBxu3w== 0001011723-02-000115.txt : 20020724 0001011723-02-000115.hdr.sgml : 20020724 20020724143549 ACCESSION NUMBER: 0001011723-02-000115 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020724 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FFP PARTNERS L P CENTRAL INDEX KEY: 0000811863 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 752147570 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38531 FILM NUMBER: 02709726 BUSINESS ADDRESS: STREET 1: 2801 GLENDA AVE CITY: FORT WORTH STATE: TX ZIP: 76117 BUSINESS PHONE: 8178384767 MAIL ADDRESS: STREET 1: 2801 GLENDA AVENUE CITY: FORTH WORTH STATE: TX ZIP: 76117 FORMER COMPANY: FORMER CONFORMED NAME: FOOD N FUEL PARTNERS L P DATE OF NAME CHANGE: 19870505 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SUTTER CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001103018 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 943344196 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 595 MARKET STREET STREET 2: SUITE 2100 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 MAIL ADDRESS: STREET 1: 1640 SCHOOL STREET STREET 2: SUITE 100 CITY: MORAGA STATE: CA ZIP: 94556 SC 13D/A 1 sutter2ffp13da.txt AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE 13D Under the Securities Exchange Act of 1934 ----------------------- FFP PARTNERS, L.P. (Name of Issuer) Class A Units of Limited Partnership Interest (Title of Class of Securities) 302 42M 106 (CUSIP Number) ----------------------- Robert Dixon Sutter Capital Management, LLC 150 Post Street, Suite 320 San Francisco, California 94108 (415) 788-1441 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 16, 2002 (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(e), 13d-1(f), or 13d-1(g), check the following box [ ]. Amendment No. 1 to SCHEDULE 13D CUSIP NO. 302 42M 106 1. Name of Reporting Persons Robert E. Dixon Sutter Capital Management, LLC Sutter Opportunity Fund 2, LLC 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ X ] (b) [ ] 3. SEC Use Only 4. Sources of Funds (See Instructions) Person Source of Funds Robert E. Dixon N/A Sutter Capital Management, LLC N/A Sutter Opportunity Fund 2, LLC N/A 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization: Citizenship or Person Place of Organization Robert E. Dixon U.S. Sutter Capital Management, LLC CA Sutter Opportunity Fund 2, LLC CA 7. Number of Units Beneficially Owned by Each Reporting Person With Sole Voting Power: Robert E. Dixon * Sutter Capital Management, LLC 27,000 Sutter Opportunity Fund 2, LLC 0 8. Shared Voting Power: Robert E. Dixon * Sutter Capital Management, LLC 27,000 Sutter Opportunity Fund 2, LLC 0 1 9. Sole Dispositive Power: Robert E. Dixon * Sutter Capital Management, LLC 27,000 Sutter Opportunity Fund 2, LLC 0 10. Shared Dispositive Power: Robert E. Dixon * Sutter Capital Management, LLC 27,000 Sutter Opportunity Fund 2, LLC 0 * Voting and dispositive power are exercised on behalf of Sutter Capital Management, LLC, by its manager, Robert E. Dixon. 11. Aggregate Amount Beneficially owned by Each Reporting Person*: Robert E. Dixon 27,000 Sutter Capital Management, LLC 27,000 Sutter Opportunity Fund 2, LLC 0 * All 27,000 Units are directly owned by Sutter Capital Management, LLC. Robert E. Dixon is deemed to beneficially own all such Units by virtue of his control of such Units. 12. Check if the Aggregate Amount of Row (11) Excludes Certain Units (See Instructions): [ ] 13. Percent of Class Represented by Amount in Row (11)*: Robert E. Dixon 01.2% Sutter Capital Management, LLC 01.2% Sutter Opportunity Fund 2, LLC 0% * All 27,000 Units are directly owned by Sutter Capital Management, LLC. Robert E. Dixon is deemed to beneficially own all such Units by virtue of his control of such Units. 14. Type of Reporting Person (See Instructions): Person Category Robert E. Dixon IN Sutter Capital Management, LLC OO Sutter Opportunity Fund 2, LLC OO Item 1. Security and Issuer. This Schedule relates to Units of the Class A Units of Limited Partnership Interests (the"Units") of FFP PARTNERS, L.P. (the "Issuer"), the subject company. The address of the Issuer's principal executive offices is 2801 Glenda Avenue; Fort Worth, Texas 76117-4391. 2 Item 2. Identity and Background. (a)-(c) The persons filing this statement (collectively the "Reporting Persons") are Robert E. Dixon; Sutter Capital Management, LLC; and Sutter Opportunity Fund 2, LLC. Robert E. Dixon is the principal owner and manager of Sutter Capital Management, LLC, and Sutter Capital Management, LLC is the manager of Sutter Opportunity Fund 2, LLC. The principal business of the Sutter Opportunity Fund, LLC is the purchase and sale of securities for investment purposes. The principal business address for each of the filing persons is 150 Post Street, Suite 320, San Francisco, California 94108. Sutter Capital Management, LLC is a California limited liability company formed in 1998 to serve as the manager for Sutter Opportunity Fund 2, LLC and its affiliates. The managing member and controlling interest holder in Sutter Capital Management, LLC is Robert E. Dixon. In July of 1998, Mr. Dixon began buying and selling securities for his own account and that of the entities he controls, and he has principally been engaged in that activity since that date. (d)-(e) During the last five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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 violation with respect to such laws. (f) The citizenship or state of organization of each of the Reporting Persons is set forth in item 6 of the cover page of this schedule. Robert Dixon is a United States citizen. Item 3. Source and Amounts of Funds or Other Consideration. The purchase price for the Units purchased by Sutter Opportunity Fund 2, LLC was paid from its working capital. Total purchase consideration was approximately $427,845. Item 4. Purpose of Transaction. The Units were acquired for investment purposes. The Reporting Persons and their affiliates may in the future purchase additional Units for investment purposes. Except as set forth herein, the Units were not acquired in connection with any plan or proposal of the Reporting Persons which relate to or would result in: (a) any acquisition of additional Units or the disposition of Units; (b) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation involving the issuer or any subsidiary; (c) a sale or transfer of a material amount of assets of the issuer or any subsidiary; (d) any change in the present board of directors or management of the issuer; (e) any material change in the present capitalization or dividend policy of the issuer; (f) any other material change in the issuer's business or corporate structure; (g) changes in the issuer's charter, bylaws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; (h) causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; (j) or any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. (a) As of the date hereof, each of the Reporting Persons hold the number of Units set forth on the cover page of this schedule. (b) Voting and dispositive power are exercised on behalf of Sutter Capital Management, LLC, by Robert E. Dixon, the manager of such entity. 3 (c) The Reporting Persons acquired beneficial ownership of the Units in market transactions on the following dates, in the following amount and at the following prices: Date Number of Units Price per Unit 8/9/01 43,500 $0.816 8/13/01 10,000 0.80 8/14/01 46,500 0.847 8/16/01 39,500 0.900 8/17/01 9,500 0.900 8/23/01 2,500 0.820 8/24/01 4,000 0.800 8/29/01 9,000 0.795 9/04/04 1,000 0.750 9/07/01 27,000 0.828 9/19/01 3,000 0.840 9/20/01 9,000 0.840 9/21/01 14,000 0.840 9/26/01 1,500 0.896 10/02/01 7,000 0.744 10/03/01 14,000 0.756 10/04/01 40,000 0.800 10/05/01 2,000 0.790 10/08/01 40,000 0.790 10/24/01 15,000 0.800 10/25/01 14,000 0.800 10/31/01 10,000 0.790 11/07/01 4,000 0.800 11/13/01 5,000 0.770 11/21/01 19,000 0.800 11/30/01 20,000 0.820 12/10/01 24,000 0.815 12/11/01 600 0.790 12/12/01 4,000 0.790 12/17/01 9,000 0.800 12/17/01 1,000 0.790 12/27/01 3,900 0.800 1/03/02 2,700 0.790 1/16/02 100 0.800 2/05/02 25,000 0.798 2/06/02 20,000 0.825 3/19/02 22,000 0.840 ------ 522,300 Until December 30, 2001, Units were held by Sutter Opportunity Fund 2, LLC and Kristen A. Dixon, an individual and Robert E. Dixon's wife. On that date, Sutter Opportunity Fund 2, LLC acquired all of Ms. Dixon's beneficial interest in Units at cost. See (e) below for a discussion of the disposition of these Units. (d) Not applicable. However, the members of Sutter Opportunity Fund 2, LLC have an interest in the assets, profits and losses of such entity, and thus an indirect interest in the Units. See also the discussion under Item 5(c) above. (e) Sutter Opportunity Fund 2, LLC effected a distribution in kind to the members of Sutter Opportunity Fund 2, LLC on July 16, 2002. Of the Units so distributed, Sutter Capital Management received a total of 27,000 Units. No member of Sutter Opportunity Fund 2, LLC holds a number of Units in excess of 5% of the outstanding Units, and no Reporting Person holds beneficial ownership or direct or indirect control of voting or disposition of 5% or more of the Units upon completion of such distribution. 4 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. See the discussion under Item 5(c) above. Item 7. Material to be Filed as Exhibits. None After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: July 23, 2002 /s/ROBERT DIXON Robert Dixon SUTTER CAPITAL MANAGEMENT, LLC By: /s/ ROBERT DIXON Robert Dixon, Manager SUTTER OPPORTUNITY FUND 2, LLC By SUTTER CAPITAL MANAGEMENT, LLC, Manager By: /s/ ROBERT DIXON Robert Dixon, Manager -----END PRIVACY-ENHANCED MESSAGE-----