FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CHAMPPS ENTERTAINMENT INC [ CMPP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/22/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 10/22/2007 | D | 4,102,052 | D | (1) | 0 | I | See footnotes(2)(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
5.50% Convertible Subordinated Notes Due 2007 (the "Notes") | $10.66(4) | 10/22/2007 | D | 3,000,000 | 12/16/2002 | 12/17/2007 | Common Stock | 281,425 | (5) | 0 | I | See footnotes(2)(3) | |||
Warrant to Purchase Common Stock (the "Warrant") | $11.1(4) | 10/22/2007 | D | 70,356 | 12/16/2002 | 12/17/2007 | Common Stock | 70,356 | (5) | 0 | I | See footnotes(2)(3) |
Explanation of Responses: |
1. Disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 3, 2007, by and among the Issuer, F&H Acquisition Corp. ("F&H") and Last Call Acquisition Corp. ("Merger Sub"), a wholly-owned subsidiary of F&H, whereby Merger Sub was merged with and into the Issuer. Pursuant to the Merger Agreement, each outstanding share of common stock of the Issuer was converted into the right to receive $5.60 in cash on the effective date of the merger. |
2. This statement is being filed by Timothy R. Barakett (the "Reporting Person"). The Reporting Person is the Chairman, Chief Executive Officer and Managing Member of Atticus Management LLC, f/k/a Atticus Capital, L.L.C., a Delaware limited liability company ("Atticus Management"). Atticus Management is the sole general partner of Atticus Capital LP, a Delaware limited partnership ("Atticus Capital"). |
3. Atticus Capital, together with certain of its affiliated entities (collectively, the "Atticus Entities"), acts as advisor for, or may otherwise be deemed to have investment discretion with respect to, various investment funds (the "Funds") and other accounts (the "Accounts"). Based on his relationship with the Atticus Entities, the Reporting Person is deemed to be a beneficial owner of the securities owned by the Funds and the Accounts for purposes of Rule16a-1(a)(1) under the Securities Exchange Act of 1934, as amended (the "Act"). The Reporting Person disclaims beneficial ownership within the meaning of Rule 16a-1(a)(2) under the Act in the securities owned by the Funds and Accounts except to the extent, if any, of his pecuniary interest therein. |
4. The conversion or exercise price is subject to adjustment, pursuant to the terms of the Notes and Warrants. |
5. Pursuant to the terms of the Merger Agreement, the Notes and the Warrant are exerciseable for the $5.60 per share merger consideration instead of shares of the Issuer's common stock. |
/s/ Dennis Bertron, Attorney in Fact | 10/23/2007 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |