-----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, N9gGfOzJCZhheyCu+HP4iSNdcmLqyfdoO84m0W68sqdyRP3qO7UeM+8boP6Nkk+1 ABcLrbirjD2aGB+orF/sag== 0000897069-99-000373.txt : 19990713 0000897069-99-000373.hdr.sgml : 19990713 ACCESSION NUMBER: 0000897069-99-000373 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990712 GROUP MEMBERS: VAN WAGONER CAPITAL MANAGEMENT, INC. GROUP MEMBERS: VAN WAGONER FUNDS INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FAMOUS DAVE S OF AMERICA INC CENTRAL INDEX KEY: 0001021270 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 411782300 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-47211 FILM NUMBER: 99662592 BUSINESS ADDRESS: STREET 1: 12700 INDUSTRIAL PARK BLVD CITY: PLYMOUTH STATE: MN ZIP: 55441 BUSINESS PHONE: 612-557-57 MAIL ADDRESS: STREET 1: 12700 INDUSTRIAL PARK BLVD CITY: PLYMOUTH STATE: MN ZIP: 55441 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VAN WAGONER FUNDS INC CENTRAL INDEX KEY: 0001002556 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 207 EAST BUFFALO ST STREET 2: STE 400 CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4142715885 MAIL ADDRESS: STREET 1: 207 EAST BUFFALO STREET SUITE 400 CITY: MILWAUKEE STATE: WI ZIP: 53202 FORMER COMPANY: FORMER CONFORMED NAME: HX FUNDS INC DATE OF NAME CHANGE: 19951020 SC 13G 1 SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* FAMOUS DAVE'S OF AMERICA, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 307068106 ------------------------------------------------------------------------ (CUSIP Number) June 30, 1999 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) * 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). (Continued on following page(s)) Page 1 of 8 Pages - ---------------------- CUSIP No. 307068106 - ---------------------- ========== ===================================================================== 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Van Wagoner Capital Management, Inc. - 94-3235240 ========== ===================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X] ========== ===================================================================== 3 SEC USE ONLY ========== ===================================================================== 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware =========================== ========= ========================================== 5 SOLE VOTING POWER NUMBER OF -0- SHARES ========= ========================================== 6 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY ========= ========================================== EACH 7 SOLE DISPOSITIVE POWER REPORTING 879,600 PERSON ========= ========================================== 8 SHARED DISPOSITIVE POWER WITH -0- =========== ==================================================================== 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 879,600 =========== ==================================================================== 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] Not Applicable =========== ==================================================================== 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.0% 1 =========== ==================================================================== 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA =========== ==================================================================== - ---------- 1 Based upon an aggregate of 8,837,590 shares outstanding as of May 10, 1999. Page 2 of 8 Pages - ---------------------- CUSIP No. 307068106 - ---------------------- ========== ===================================================================== 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Van Wagoner Funds, Inc. - 39-1836333, 39-1836332, 94-3256424 ========== ===================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X] ========== ===================================================================== 3 SEC USE ONLY ========== ===================================================================== 4 CITIZENSHIP OR PLACE OF ORGANIZATION Maryland =========================== ========= ========================================== 5 SOLE VOTING POWER NUMBER OF 812,650 SHARES ========= ========================================== 6 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY ========= ========================================== EACH 7 SOLE DISPOSITIVE POWER REPORTING -0- PERSON ========= ========================================== 8 SHARED DISPOSITIVE POWER WITH -0- =========== ==================================================================== 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 812,650 =========== ==================================================================== 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] Not Applicable =========== ==================================================================== 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.2% 2 =========== ==================================================================== 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IV =========== ==================================================================== - -------- 2 Based upon an aggregate of 8,837,590 shares outstanding as of May 10, 1999. - ---------------------- CUSIP No. 307068106 - ---------------------- Item 1(a). Name of Issuer: Famous Dave's of America, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 12700 Industrial Park Boulevard Plymouth, Minnesota 55441 Item 2(a). Name of Person Filing: The persons filing this Schedule 13G are (i) Van Wagoner Capital Management, Inc., an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 and (ii) Van Wagoner Funds, Inc., an investment company registered under the Investment Company Act of 1940. Van Wagoner Funds, Inc. has three portfolios, each with a separate I.R.S. identification number, Van Wagoner Emerging Growth Fund, Van Wagoner Micro-Cap Fund and Van Wagoner Post-Venture Fund. Van Wagoner Capital Management, Inc. is the investment adviser to Van Wagoner Funds, Inc. Attached as Exhibit 1 hereto, which is incorporated by reference herein, is an agreement between Van Wagoner Capital Management, Inc. and Van Wagoner Funds, Inc. that this Schedule 13G is filed on behalf of each of them. Item 2(b). Address of Principal Business Office or, if none, Residence: 345 California Street, Suite 2450 San Francisco, CA 94104 (for both Van Wagoner Capital Management, Inc. and Van Wagoner Funds, Inc.) Item 2(c). Citizenship: Van Wagoner Capital Management, Inc. is a Delaware corporation. Van Wagoner Funds, Inc. is a Maryland corporation. Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 307068106 Page 4 of 8 Pages - ---------------------- CUSIP No. 307068106 - ---------------------- Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |X| Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |X| An investment adviser in accordance with ss. 240.13d-1(b)(1)(ii)(E). [ ] An employee benefit plan or endowment fund in accordance with ss. 240.13d-1(b)(1)(ii)(F). [ ] A parent holding company or control person in accordance with ss. 240.13d-1(b)(1)(ii)(G). [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); [ ] Group, in accordance with ss.240.13d-1(b)(1) (ii)(J). Item 4. Ownership Van Wagoner Capital Management, Inc. (a) Amount Beneficially Owned: 879,600* (b) Percent of Class: 10.0% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: -0- (ii) shared power to vote or to direct the vote: -0- (iii) sole power to dispose or to direct the disposition of: 879,600 (iv) shared power to dispose or to direct the disposition of: -0- - ------------------ * Van Wagoner Capital Management, Inc. and Van Wagoner Funds, Inc. share beneficial ownership over the same 812,650 shares. Page 5 of 8 Pages - ---------------------- CUSIP No. 307068106 - ---------------------- Van Wagoner Funds, Inc. (a) Amount Beneficially Owned: 812,650* (b) Percent of Class: 9.2% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 812,650 (ii) shared power to vote or to direct the vote: -0- (iii) sole power to dispose or to direct the disposition of: -0- (iv) shared power to dispose or to direct the disposition of: -0- Item 5. Ownership of Five Percent or Less of a Class. N/A Item 6. Ownership of More than Five Percent on Behalf of Another Person. N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. N/A Item 8. Identification and Classification of Members of the Group. N/A Item 9. Notice of Dissolution of Group. N/A - ------------------ * Van Wagoner Capital Management, Inc. and Van Wagoner Funds, Inc. share beneficial ownership over the same 812,650 shares. Page 6 of 8 Pages - ---------------------- CUSIP No. 307068106 - ---------------------- Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Exhibits. 1. Agreement to file Schedule 13G jointly. 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. July 8, 1999 Date VAN WAGONER CAPITAL MANAGEMENT, INC. By: /s/ Garrett R. Van Wagoner Garrett R. Van Wagoner, President VAN WAGONER FUNDS, INC. By: /s/ Garrett R. Van Wagoner Garrett R. Van Wagoner, President Page 7 of 8 Pages EX-1 2 AGREEMENT - --------------------- CUSIP No. 450707104 - --------------------- EXHIBIT 1 AGREEMENT, dated as of July 8, 1999, by and among Van Wagoner Capital Management, Inc., a Delaware corporation and Van Wagoner Funds, Inc., a Maryland corporation. WHEREAS, in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934 (the "Act"), only one such statement need be filed whenever two or more persons are required to file a statement pursuant to Section 13(d) of the Act with respect to the same securities, provided that said persons agree in writing that such statement is filed on behalf of each of them. NOW, THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows: Both Van Wagoner Capital Management, Inc. and Van Wagoner Funds, Inc. hereby agree, in accordance with Rule 13d-1(k) under the Act, to file one Statement on Schedule 13G relating to their ownership of the Common Stock of Famous Dave's of America, Inc., and hereby further agree that said Statement shall be filed on behalf of both Van Wagoner Capital Management, Inc. and Van Wagoner Funds, Inc. Nothing herein shall be deemed to be an admission that the parties hereto, or any of them, are members of a "group" (within the meaning of Section 13(d) of the Act and the rules promulgated thereunder) with respect to any securities of Famous Dave's of America, Inc. IN WITNESS WHEREOF, the parties have executed this agreement as of the date first written above. VAN WAGONER CAPITAL MANAGEMENT, INC. By: /s/ Garrett R. Van Wagoner Garrett R. Van Wagoner, President VAN WAGONER FUNDS, INC. By: /s/ Garrett R. Van Wagoner Garrett R. Van Wagoner, President Page 8 of 8 Pages -----END PRIVACY-ENHANCED MESSAGE-----