-----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, GrIyz+WzbpPs47BK+8S7ZXdir+u/uDfrmyqN0A0yLBHihx/sL2gkFCZwv1TPCK0K YgXyXZ+5sNgCvmBn1U8AuQ== 0000914260-97-000048.txt : 19970522 0000914260-97-000048.hdr.sgml : 19970522 ACCESSION NUMBER: 0000914260-97-000048 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970521 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RARE HOSPITALITY INTERNATIONAL INC CENTRAL INDEX KEY: 0000883976 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 581498312 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43348 FILM NUMBER: 97612407 BUSINESS ADDRESS: STREET 1: 8215 ROSWELL RD STREET 2: BLDG 200 CITY: ATLANTA STATE: GA ZIP: 30350 BUSINESS PHONE: 7703999595 MAIL ADDRESS: STREET 1: 8215 ROSWELL ROAD STREET 2: BLDG 200 CITY: ATLANTA STATE: GA ZIP: 30350 FORMER COMPANY: FORMER CONFORMED NAME: LONGHORN STEAKS INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GRACE EDWARD P III CENTRAL INDEX KEY: 0000905527 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 581498312 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 8215 ROSWELL ROAD BUILDING CITY: ATLANTA STATE: GA ZIP: 30350 MAIL ADDRESS: STREET 1: 5091 ISLEWORTH STREET 2: COUNTRY CLUB DRIVE CITY: WINDERMERE STATE: FL ZIP: 34786 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Rare Hospitality International, Inc. (Name of Issuer) Common Stock, No Par Value Per Share (Title of Class of securities) 543057-10-3 (CUSIP Number) Margaret D. Farrell Hinckley, Allen & Snyder 1500 Fleet Center Providence, Rhode Island 02903 (401) 274-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 9, 1997 (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. . Check the following box if a fee is being paid with the statement ____. 1) Name of Reporting Person. Edward P. Grace, III 2) Check the appropriate box if a Member of a Group (See Instructions) (a) __________________ (b) __________________ ______________________________________________________________________________ 3) SEC Use Only ______________________________________________________________________________ 4) Source of Funds (See Instructions). Not Applicable ______________________________________________________________________________ 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)._________________________________________________________ ______________________________________________________________________________ 6) Citizenship or Place of Organization. United States ______________________________________________________________________________ Number of (7) Sole Voting Power 318,113 Shares Bene- ____________________________________________________________ ficially Owned (8) Shared Voting Power 673,131 By Each ____________________________________________________________ Reporting (9) Sole Dispositive Power Power 318,113 Person With ____________________________________________________________ (10) Shared Dispositive Power 673,131 ____________________________________________________________ ______________________________________________________________________________ 11) Aggregate Amount Beneficially Owned by Each Reporting Person. 991,244 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions). Not Applicable 13) Percent of Class Represented by Amount in Row 11. 8.9% 14) Type of Reporting Person (See Instructions). IN Item 1. Security and Issuer. This statement relates to the shares of Common Stock, no par value per share (the "Common Stock"), of RARE Hospitality International, Inc., (formerly known as Longhorn Steaks, Inc.) a Georgia corporation ("RARE" or the "Issuer"). The address of RARE's principal executive office is 8215 Roswell Road, Building 200, Atlanta, Georgia 30350. Item 2. Identity and Background. (a),(b),(c) and (f). This filing is being made by Edward P. Grace, III. Mr. Grace's principal business office address is 5091 Isleworth Country Club Drive, Windermere, Florida 34786. Mr. Grace is a Director of RARE and was formerly Chief Executive Officer and President of Bugaboo Creek Steak House, Inc. ("Bugaboo"), a wholly-owned subsidiary of RARE. Mr. Grace is a United States citizen. (d) and (e). Not applicable. Item 3. Source and Amount of Funds or Other Consideration. Mr. Grace exercised his right to purchase 14,765 shares of RARE Common Stock pursuant to an Amended and Restated Promissory Note dated January 1, 1994 (the "Note") payable by a former employee in favor of Mr. Grace, which right became vested in Mr. Grace in July, 1996, and which right was exercised by Mr. Grace in October 1996 and the transfer effected on or about March 5, 1997. Item 4. Purpose of Transaction. Mr. Grace acquired beneficial ownership of the 14,765 shares of RARE Common Stock pursuant to his rights under the Note. Other than as may be described herein, Mr. Grace has no plans or proposals which relate to or would result in: (1) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (2) any sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (3) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (4) any material change in the present capitalization or dividend policy of the Issuer; (5) any other material change in the Issuer's business or corporate structure; (6) any change 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; (7) causing the Common Stock 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; (8) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (9) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. (a) Amount Beneficially Owned. As of May 19, 1997, Mr. Grace beneficially owned 991,244 shares of a total of 11,162,5251 shares of RARE Common Stock outstanding on such date. These shares were held as follows: 246,251 shares of RARE Common Stock owned by the Edward P. Grace III Grantor Retained Annuity Trust - 1996 (the "Trust"), of which Mr. Grace is the sole trustee and primary beneficiary. Mr. Grace retains the sole power to control the voting and disposition of the RARE Common Stock held by the Trust. 673,131 shares of RARE Common Stock owned by Grace Associates, a Connecticut partnership in which Mr. Grace is a 99% partner and his wife is a 1% partner. Mr. Grace retains the shared power to control the voting and disposition of the RARE Common Stock held by Grace Associates. 60,542 shares of RARE Common Stock owned by EPGIII Limited Partnership, a Connecticut limited partnership (the "Partnership") of which Grace Corporation is general partner. Mr. Grace is President of Grace Corporation. Mr. Grace retains the sole power to control the voting and disposition of the RARE Common Stock held by the Partnership. 70 shares of RARE Common Stock owned by Mr. Grace which were acquired in connection with the merger of Bugaboo Creek Steak House, Inc. with RARE. 11,250 shares which are issuable under presently excercisable stock options held by Mr. Grace. (b) Percent of Class. The shares of Common Stock beneficially owned by Mr. Grace represent 8.9% of the Issuer's outstanding Common Stock. (c) Number of Shares of Common Stock as to which Mr. Grace has: (i) sole power to vote or to direct the vote 318,113 (ii) shared power to vote or to direct the vote 673,131 (iii) sole power to dispose or to direct the disposition of 318,113 (iv) shares power to dispose or to direct the disposition of 673,131 (d) In the past sixty days, Mr. Grace has effected the following transactions in RARE Common Stock: (i) Mr. Grace gifted to Grace Associates 14,765 shares of RARE Common Stock on or about May 1, 1997; (ii) Grace Associates sold 150,000 shares of RARE Common Stock in an open market transaction on May 9, 1997, at a price of $15.50/share; (iii) Grace Associates sold 25,000 shares of RARE Common Stock in an open market transaction on May 13, 1997, at a price of $15.50/share; (iv) Grace Associates sold 13,000 shares of RARE Common Stock in an open market transaction on May 14, 1997, at a price of $15.9375/share, and 12,000 shares of RARE Common Stock in an open market transaction on May 14, 1997, at a price of $15.8125/share; (v) Grace Associates sold 62,000 shares of RARE Common Stock in an open market transaction on May 15, 1997, at a price of $15.50/share; and (vi) Grace Associates sold 238,000 shares of RARE Common Stock in an open market transaction on May 16, 1997, at a price of $15.00/share. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. See Item 5. Mr. Grace, a former officer of the Issuer, currently serves as a director of the Issuer, and as a director of the Issuer, participates in certain of the Issuer's stock option plans and may receive grants of stock options in accordance with such plans from time to time. Item 7. Material to be Filed as Exhibits. None. SIGNATURES 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. /s/ Edward P. Grace, III Edward P. Grace III Dated: May 20, 1997 _______________________ 1 Number of shares of RARE Common Stock issued and outstanding as of May 12, 1997, as reflected in Form 10-Q filed by RARE Hospitality International, Inc. on May 13, 1997. -----END PRIVACY-ENHANCED MESSAGE-----