Schedule 13-G/A

-----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, CHT+DsSuFNIXNGXwvaN7nxbpOj41tb5ViJaXDnECdpsMhGbXTwVGWpL5wEZlknfr QB/VASLc3lrBNaNFhlpXYA== 0001193125-04-007646.txt : 20040123 0001193125-04-007646.hdr.sgml : 20040123 20040122173123 ACCESSION NUMBER: 0001193125-04-007646 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040123 GROUP MEMBERS: A FEW VALUABLE BUSINESSES PARTNERSHIP GROUP MEMBERS: ANDREW LOGAN GROUP MEMBERS: CAPITAL PARTNER INVESTMENTS PARTNERSHIP GROUP MEMBERS: CAPITAL STRENGTHENING LIMITED PARTNERSHIP GROUP MEMBERS: FINANCIAL ASCENT LIMITED PARTNERSHIP GROUP MEMBERS: GENE T. AMAN GROUP MEMBERS: GOLDEN FAMILY LIMITED PARTNERSHIP GROUP MEMBERS: INVESTORS MANAGEMENT CORPORATION GROUP MEMBERS: JAMES MAYNARD GROUP MEMBERS: JOHN AMENDOLA GROUP MEMBERS: JOHN M. DAY GROUP MEMBERS: MAYNARD CAPITAL PARTNERS, LLC GROUP MEMBERS: TEAM CAPITAL LIMITED PARTNERSHIP GROUP MEMBERS: VALUE LIMITED PARTNERSHIP GROUP MEMBERS: WEALTH BUILDING LIMITED PARTNERSHIP GROUP MEMBERS: WORTHY COMPANIES PARTNERSHIP FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAYNARD CAPITAL PARTNERS LLC CENTRAL INDEX KEY: 0001052174 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 5151 GLENWOOD AVENUE CITY: RALEIGH STATE: NC ZIP: 27612 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AFC ENTERPRISES INC CENTRAL INDEX KEY: 0001041379 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 582016606 STATE OF INCORPORATION: MN FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-77920 FILM NUMBER: 04538511 BUSINESS ADDRESS: STREET 1: SIX CONCOUSE PARKWAY SUITE 1700 CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 7703919500 MAIL ADDRESS: STREET 1: SIX CONCOUSE PARKWAY SUITE 1700 CITY: ATLANTA STATE: GA ZIP: 30328 SC 13G/A 1 dsc13ga.htm SCHEDULE 13-G/A Schedule 13-G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

AFC Enterprises, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

00104Q107

(CUSIP Number)

December 31, 2003

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x 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).

CUSIP No. 00104Q107

Page 2 of 23


1.		Name of Reporting Person I.R.S. Identification Nos. of above persons (entities only). A Few Valuable Businesses Partnership

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 North Carolina

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

6. Shared Voting Power

7. Sole Dispositive Power

8. Shared Dispositive Power

9.		Aggregate Amount Beneficially Owned by Each Reporting Person 0

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) None

12.		Type of Reporting Person (See Instructions) PN

CUSIP No. 00104Q107

Page 3 of 23


1.		Name of Reporting Person I.R.S. Identification Nos. of above persons (entities only). Capital Partner Investments Partnership

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 North Carolina

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

6. Shared Voting Power

7. Sole Dispositive Power

8. Shared Dispositive Power

9.		Aggregate Amount Beneficially Owned by Each Reporting Person 0

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) None

12.		Type of Reporting Person (See Instructions) PN

CUSIP No. 00104Q107

Page 4 of 23


1.		Name of Reporting Person I.R.S. Identification Nos. of above persons (entities only). Team Capital Limited Partnership

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 North Carolina

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

6. Shared Voting Power

7. Sole Dispositive Power

8. Shared Dispositive Power

9.		Aggregate Amount Beneficially Owned by Each Reporting Person 0

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) None

12.		Type of Reporting Person (See Instructions) PN

CUSIP No. 00104Q107

Page 5 of 23


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Worthy Companies Partnership

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 North Carolina

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

6. Shared Voting Power

7. Sole Dispositive Power

8. Shared Dispositive Power

9.		Aggregate Amount Beneficially Owned by Each Reporting Person 0

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) None

12.		Type of Reporting Person (See Instructions) PN

CUSIP No. 00104Q107

Page 6 of 23


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Value Limited Partnership

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 North Carolina

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

6. Shared Voting Power

7. Sole Dispositive Power

8. Shared Dispositive Power

9.		Aggregate Amount Beneficially Owned by Each Reporting Person 0

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) None

12.		Type of Reporting Person (See Instructions) PN

CUSIP No. 00104Q107

Page 7 of 23


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Wealth Building Limited Partnership

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 North Carolina

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

6. Shared Voting Power

7. Sole Dispositive Power

8. Shared Dispositive Power

9.		Aggregate Amount Beneficially Owned by Each Reporting Person 0

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) None

12.		Type of Reporting Person (See Instructions) PN

CUSIP No. 00104Q107

Page 8 of 23


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Capital Strengthening Limited Partnership

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 North Carolina

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

6. Shared Voting Power

7. Sole Dispositive Power

8. Shared Dispositive Power

9.		Aggregate Amount Beneficially Owned by Each Reporting Person 0

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) None

12.		Type of Reporting Person (See Instructions) PN

CUSIP No. 00104Q107

Page 9 of 23


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Financial Asset Limited Partnership

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 North Carolina

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

6. Shared Voting Power

7. Sole Dispositive Power

8. Shared Dispositive Power

9.		Aggregate Amount Beneficially Owned by Each Reporting Person 0

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) None

12.		Type of Reporting Person (See Instructions) PN

CUSIP No. 00104Q107

Page 10 of 23


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Golden Family Limited Partnership (merged into Team Capital Limited Partnership in January 2003)

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 North Carolina

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

6. Shared Voting Power

7. Sole Dispositive Power

8. Shared Dispositive Power

9.		Aggregate Amount Beneficially Owned by Each Reporting Person 0

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) None

12.		Type of Reporting Person (See Instructions) PN

CUSIP No. 00104Q107

Page 11 of 23


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). John M. Day

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 North Carolina

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

6. Shared Voting Power

7. Sole Dispositive Power

8. Shared Dispositive Power

9.		Aggregate Amount Beneficially Owned by Each Reporting Person 0

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) None

12.		Type of Reporting Person (See Instructions) IN

CUSIP No. 00104Q107

Page 12 of 23


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Maynard Capital Partners, L.L.C.

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 North Carolina

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

6. Shared Voting Power

7. Sole Dispositive Power

8. Shared Dispositive Power

9.		Aggregate Amount Beneficially Owned by Each Reporting Person 0

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) None

12.		Type of Reporting Person (See Instructions) OO

CUSIP No. 00104Q107

Page 13 of 23


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Investors Management Corporation

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 North Carolina

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

6. Shared Voting Power

7. Sole Dispositive Power

8. Shared Dispositive Power

9.		Aggregate Amount Beneficially Owned by Each Reporting Person 0

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) None

12.		Type of Reporting Person (See Instructions) CO

CUSIP No. 00104Q107

Page 14 of 23


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). James Maynard

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 United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

6. Shared Voting Power

7. Sole Dispositive Power

8. Shared Dispositive Power

9.		Aggregate Amount Beneficially Owned by Each Reporting Person 0

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) None

12.		Type of Reporting Person (See Instructions) IN

CUSIP No. 00104Q107

Page 15 of 23


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). John Amendola

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 United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

6. Shared Voting Power

7. Sole Dispositive Power

8. Shared Dispositive Power

9.		Aggregate Amount Beneficially Owned by Each Reporting Person 0

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) None

12.		Type of Reporting Person (See Instructions) IN

CUSIP No. 00104Q107

Page 16 of 23


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Gene T. Aman

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 United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

2,050

6. Shared Voting Power

7. Sole Dispositive Power

2,050

8. Shared Dispositive Power

9.		Aggregate Amount Beneficially Owned by Each Reporting Person 2,050

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) Less than 1%

12.		Type of Reporting Person (See Instructions) IN

CUSIP No. 00104Q107

Page 17 of 23


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Andrew Logan

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 United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

6. Shared Voting Power

7. Sole Dispositive Power

8. Shared Dispositive Power

9.		Aggregate Amount Beneficially Owned by Each Reporting Person 0

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) None

12.		Type of Reporting Person (See Instructions) IN

CUSIP Number 00104Q107

Page 18 of 23

Item 1. Issuer

(a)

AFC Enterprises, Inc.

(b)

Six Concourse Parkway, Suite 1700, Atlanta, Georgia 30328

Item 2. Persons Filing

(a)

1. A Few Valuable Businesses Partnership

2. Capital Partner Investments Partnership

3. Team Capital Limited Partnership

4. Worthy Companies Partnership

5. Value Limited Partnership

6. Wealth Building Limited Partnership

7. Capital Strengthening Limited Partnership

8. Financial Ascent Limited Partnership

9. Golden Family Limited Partnership (merged into Team Capital Limited

Partnership in January 2003)

10. John M. Day

11. Maynard Capital Partners, L. L. C.

12. Investors Management Corporation

13. James Maynard

14. John Amendola

15. Gene T. Aman

16. Andrew Logan

The Reporting Persons (with the exception of Mr. Logan) have previously filed with the SEC a copy of an agreement and power of attorney by and among the Reporting Persons with respect to the joint filing of the original Schedule 13G and any amendments thereto and granting John M. Day and Gene T. Aman the power to execute and file this amendment to Schedule 13G with the SEC on behalf of each of the Reporting Persons (with the exception of Mr. Logan).

The executive officers and directors of Investors Management Corporation are as follows:

Name		Position
James H. Maynard		Chairman, President, Chief Executive Officer, Treasurer and Director
Gene T. Aman		Vice President
Ronald M. Barbee		Vice President
John M. Day		Vice President
Richard A. Urquhart III		Vice President–Finance, and Secretary
Doris F. Baldwin		Assistant Secretary
Robert B. Heyward		Assistant Secretary
Sandra C. Turner		Assistant Secretary

CUSIP Number 00104Q107

Page 19 of 23

Wayman O. Leftwich, Jr.		Director
Paul A. DelaCourt		Director
Louis W. Sewell		Director

(b)

Address of the principal business office of each of the persons identified in 2(a) above: 5151 Glenwood Avenue, Raleigh, North Carolina 27612

(c)

See Row (4) on Pages 2-17

(d)

Common Stock

(e)

Cusip Number 00104Q107

Item 3.

Filing Pursuant to Rules 13d-1(b) or 13d-2(b)

Not Applicable

Item 4.

Ownership

(a)

See Row (9) on Pages 2-17. Reported share ownership on this Schedule 13G represents the number of shares beneficially owned as of December 31, 2003.

(b)

See Row (11) on Pages 2-17. As of December 31, 2003, the Reporting Persons beneficially owned less than 1% of the Issuer’s Common Stock based on 27,954,510 shares outstanding as of November 30, 2003 as reported on the Issuer’s Form 10-K for the year ended December 29, 2002.

(c)

See Rows (5)-(8) on Pages 2-17

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [X].

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not Applicable

Item 8.

Identification and Classification of Members of the Group

Not Applicable

Item 9.

Notice of Dissolution of Group

Not Applicable

CUSIP Number 00104Q107

Page 20 of 23

Item 10. Certification

Not Applicable

CUSIP Number 00104Q107

Page 21 of 23

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: January 21, 2004

A Few Valuable Businesses Partnership

By:	/s/ John M. Day	(SEAL)

	John M. Day, Managing Partner

Capital Partner Investments Partnership

By:	/s/ John M. Day	(SEAL)

	John M. Day, Managing Partner

Team Capital Limited Partnership

By:	/s/ John M. Day	(SEAL)

	John M. Day, Managing Partner

Worthy Companies Partnership

By:	/s/ John M. Day	(SEAL)

	John M. Day, Managing Partner

Value Limited Partnership

By:	/s/ John M. Day	(SEAL)

	John M. Day, Managing Partner

CUSIP Number 00104Q107

Page 22 of 23

Wealth Building Limited Partnership

By:	/s/ John M. Day	(SEAL)

	John M. Day, Managing Partner
Capital Strengthening Limited Partnership

By:	/s/ John M. Day	(SEAL)

	John M. Day, Managing Partner
Financial Ascent Limited Partnership

By:	/s/ John M. Day	(SEAL)

	John M. Day, Managing Partner
Golden Family Limited Partnership (merged with Team Capital Limited Partnership in January 2003)

By:	/s/ John M. Day	(SEAL)

	John M. Day, Managing Partner
Maynard Capital Partners, L. L. C.

By:	/s/ John M. Day	(SEAL)

	John M. Day, Managing Partner

CUSIP Number 00104Q107

Page 23 of 23

Investors Management Corporation

By:	/s/ John M. Day	(SEAL)

	Attorney in Fact¹

James Maynard

By:	/s/ John M. Day	(SEAL)

	Attorney in Fact¹

John Amendola

By:	/s/ John M. Day	(SEAL)

	Attorney in Fact¹

Gene T. Aman

By:	/s/ John M. Day	(SEAL)

	Attorney in Fact¹



By:	/s/ Andrew Logan	(SEAL)

	Andrew Logan

¹	A power of attorney authorizing Mr. Day to act on behalf of certain of the Reporting Persons for the purpose of complying with Sections 13(d) and 13(g) of the Act has been previously filed with the SEC.

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