0001193125-05-008733.txt : 20120629 0001193125-05-008733.hdr.sgml : 20120629 20050120141730 ACCESSION NUMBER: 0001193125-05-008733 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050120 DATE AS OF CHANGE: 20050120 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WORLDWIDE RESTAURANT CONCEPTS INC CENTRAL INDEX KEY: 0000870760 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 954307254 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-41551 FILM NUMBER: 05538380 BUSINESS ADDRESS: STREET 1: 6101 W CENTINELA AVE STREET 2: STE 200 CITY: CULVER CITY STATE: CA ZIP: 90230 BUSINESS PHONE: 3105680135 FORMER COMPANY: FORMER CONFORMED NAME: SIZZLER INTERNATIONAL INC DATE OF NAME CHANGE: 19930315 FORMER COMPANY: FORMER CONFORMED NAME: COLLINS FOODS INC DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ASAMARA LLC CENTRAL INDEX KEY: 0001286735 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O FREDERIC DORWART, LAWYERS STREET 2: 124 EAST FOURTH STREET CITY: TULSA STATE: OK ZIP: 74103 BUSINESS PHONE: 918-585-9922 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

Worldwide Restaurant Concepts, Inc.


(Name of Issuer)

 

COMMON STOCK, $.01 par value


(Title of Class of Securities)

 

98160A107


(CUSIP Number)

 

Tamara R. Wagman

124 E. 4th Street

Tulsa, Oklahoma 74103

(918) 583-9922


(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

January 10, 2005


(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 [            ].

 

* 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. 98160A107

 

  1.  

Name of Reporting Person

 

Asamara, LLC

   
  2.  

Check the Appropriate Box if a Member of a Group

(a)  ¨

(b)  ¨

   
  3.  

SEC Use Only

 

   
  4.  

Source of Funds

 

See Item 3

   
  5.  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  ¨
  6.  

Citizenship or Place of Organization

 

Oklahoma

   
  7.  

Sole Voting Power

 

1,674,200

   
  8.  

Shared Voting Power

 

-0-

   
  9.  

Sole Dispositive Power

 

1,674,200

   
10.  

Shared Dispositive Power

 

-0-

   
11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,674,200

   
12.  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

 

¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

6.1%

   
14.  

Type of Reporting Person

 

OO (Limited Liability Company)

   

 

 


SCHEDULE 13D

CUSIP No. 98160A107

 

  1.  

Name of Reporting Person

 

James F. Adelson

   
  2.  

Check the Appropriate Box if a Member of a Group

(a)  ¨

(b)  ¨

   
  3.  

SEC Use Only

 

   
  4.  

Source of Funds

 

See Item 3

   
  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 of America

   
  7.  

Sole Voting Power

 

1,674,200

   
  8.  

Shared Voting Power

 

-0-

   
  9.  

Sole Dispositive Power

 

1,674,200

   
10.  

Shared Dispositive Power

 

-0-

   
11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,674,200

   
12.  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

 

¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

6.1%

   
14.  

Type of Reporting Person

 

IN

   

 


SCHEDULE 13D

CUSIP No. 98160A107

 

  1.  

Name of Reporting Person

 

Stephen J. Heyman

   
  2.  

Check the Appropriate Box if a Member of a Group

(a)  ¨

(b)  ¨

   
  3.  

SEC Use Only

 

   
  4.  

Source of Funds

 

See Item 3

   
  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 of America

   
  7.  

Sole Voting Power

 

1,674,200

   
  8.  

Shared Voting Power

 

-0-

   
  9.  

Sole Dispositive Power

 

1,674,200

   
10.  

Shared Dispositive Power

 

-0-

   
11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,674,200

   
12.  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

 

¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

6.1%

   
14.  

Type of Reporting Person

 

IN

   

 


SCHEDULE 13D

CUSIP NO. 98160A107

 

Item 1. Security and Issuer

 

This Schedule 13D relates to shares of Common Stock, $.01 par value (the “Common Stock”) of Worldwide Restaurant Concepts, Inc., a Delaware corporation (the “Issuer”). The principal executive office and mailing address of the Issuer is 15301 Ventura Blvd., Suite 300, Building B, Sherman Oaks, California 91403.

 

Item 2. Identity and Background

 

This Schedule 13D is being filed by Asamara, L.L.C. an Oklahoma limited liability company, James F. Adelson, and Stephen J. Heyman.

 

Asamara, LLC is an Oklahoma limited liability company whose principal business is business investment. James F. Adelson and Stephen J. Heyman are managers of Asamara, LLC.

 

The principal business office address of Asamara, LLC is 415 South Boston, 9th Floor, Tulsa, Oklahoma 74103. The names and addresses are as follows:

 

Name and Office Held


  

Business Address


   Citizenship

  

Principal Occupation or Employment


James F. Adelson,

Manager

  

15 E. 5th Street,

Tulsa, OK 74013

   USA    Oil and Gas exploration and production limited liability company.

Stephen J. Heyman,

Manager

  

15 E. 5th Street,

Tulsa, OK 74013

   USA    Oil and Gas exploration and production limited liability company.

 

None of the entities or persons identified in this Item 2 has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor been 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.

 

Item 3. Source and Amount of Funds or Other Consideration

 

The source of funds for the purchases of securities was the working capital of Asamara, LLC.

 

Item 4. Purpose of Transaction

 

The purpose of the acquisition of the Common Stock is for investment, and the acquisitions of the Common Stock were made in the ordinary


course of business and were not made for the purpose of acquiring control of the Issuer.

 

Although no Reporting Person has any specific plan or proposal to acquire or dispose of the Common Stock, consistent with its investment purpose, each Reporting Person at any time and from time to time may acquire additional Common Stock or dispose of any or all of its Common Stock depending upon an ongoing evaluation of the investment in the Common Stock, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Persons, and/or other investment considerations.

 

Also, consistent with the investment purpose, the Reporting Persons may engage in communications with one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer and/or one or more representatives of the Issuer regarding the Issuer, including but not limited to its operations. The Reporting Persons may discuss ideas that, if effected may result in any of the following: the acquisition by persons of additional Common Stock of the Issuer, an extraordinary corporate transaction involving the Issuer, and/or changes in the board of directors or management of the Issuer.

 

Except to the extent the foregoing may be deemed a plan or proposal, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

 

Item 5. Interest in Securities of the Issuer

 

(a), (b) According to the Issuer’s 10-Q filed on November 26, 2004, there were 27,614,093 shares of Common Stock issued and outstanding as of November 14, 2004. Based on such information, after taking into account the transactions described in Item 5(c) below, the Reporting Persons report beneficial ownership of 1,674,200 shares of Common Stock held by Asamara, LLC. Voting and investment power concerning the above shares are held solely by Asamara, LLC.

 

Although Fames F. Adelson and Stephen J. Heyman are joining in this Schedule as Reporting Persons, the filing of this Schedule shall not be construed as an admission that any of them are, for any purpose, the beneficial owner of any of the securities that are beneficially owned by Asamara, L.L.C.

 

c) During the last 60 days, the Reporting Persons purchased the following shares of Common Stock in the open market:

 

Trade Date


 

Shares


 

Price


11/16/2004

  1,500   3.150000

11/17/2004

  4,600   3.145000

11/18/2004

  2,200   3.150000

12/2/2004

     100   3.350000

12/3/2004

  5,000   3.272000


12/3/2004

      4,000   3.300000

12/3/2004

      4,000   3.305000

12/3/2004

      1,000   3.335000

12/3/2004

         400   3.290000

12/6/2004

      5,000   3.314000

12/6/2004

      3,200   3.346250

12/6/2004

         900   3.300000

12/10/2004

  115,000   4.000000

12/10/2004

    12,200   4.000000

12/10/2004

    10,000   3.940000

12/10/2004

      3,200   4.000000

12/10/2004

      3,200   3.963750

12/10/2004

      3,000   3.990000

12/10/2004

      2,200   3.990000

12/10/2004

      2,000   3.970000

12/15/2004

    30,000   4.000000

12/15/2004

    10,000   4.000000

12/15/2004

    10,000   4.000000

1/10/2005

  300,000   4.080000

1/11/2005

      2,900   4.063400

1/11/2005

         700   4.060000

1/12/2005

         200   4.140000

1/13/2005

    10,000   4.210000

 

(d) and (e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

None of the Reporting Persons is a party to any contract, arrangement, understanding or relationship with respect to any securities of the Issuer.

 

Item 7. Material to be Filed as Exhibits

 

Exhibit A Joint Filing Undertaking.

 

 


SIGNATURES

 

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

 

Dated: Jan. 19, 2005

 

ASAMARA, LLC

/s/ James F. Adelson

By: James F. Adelson, Manager

 

/s/ James F. Adelson

James F. Adelson

 

/s/ Stephen J. Heyman

Stephen J. Heyman

 

Exhibit A

 

JOINT FILING UNDERTAKING

 

The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each such party.

 

Signature Block

 

ASAMARA, LLC

/s/ James F. Adelson

By: James F. Adelson, Manager

 

/s/ James F. Adelson

James F. Adelson

 

/s/ Stephen J. Heyman

Stephen J. Heyman