Schedule 13D/A

0000950155-05-000364.txt : 20051213 0000950155-05-000364.hdr.sgml : 20051213 20051213084009 ACCESSION NUMBER: 0000950155-05-000364 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20051213 DATE AS OF CHANGE: 20051213 GROUP MEMBERS: DOLPHIN ADVISORS, LLC GROUP MEMBERS: DOLPHIN DIRECT EQUITY PARTNERS, L.P. GROUP MEMBERS: DOLPHIN MANAGEMENT INC. GROUP MEMBERS: DOLPHIN OFFSHORE PARTNERS, L.P. GROUP MEMBERS: PETER E. SALAS FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DOLPHIN OFFSHORE PARTNERS LP CENTRAL INDEX KEY: 0001287741 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 129 EAST 17TH STREET CITY: NEW YORK STATE: NY ZIP: 10003 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BOSTON RESTAURANT ASSOCIATES INC CENTRAL INDEX KEY: 0000926295 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 611162263 STATE OF INCORPORATION: DE FISCAL YEAR END: 0425 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49225 FILM NUMBER: 051259780 BUSINESS ADDRESS: STREET 1: 999 BROADWAY STREET 2: SUITE 400 CITY: SAUGUS STATE: MA ZIP: 01906-3209 BUSINESS PHONE: 7812317575 MAIL ADDRESS: STREET 1: 999 BROADWAY STREET 2: SUITE 400 CITY: SAUGUS STATE: MA ZIP: 01906-3206 SC 13D/A 1 e1008711sc13da.htm SCHEDULE 13D/A Schedule 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

BOSTON RESTAURANT ASSOCIATES, INC.

(Name of Issuer)

Common Stock, $.01 par value per share

(Title of Class of Securities)

101122109

(CUSIP Number)

December 7, 2005

(Date of Event which Requires Filing of this Statement)

Dolphin Offshore Partners, L.P.

c/o Dolphin Asset Management Corp.

129 East 17^th Street

New York, New York 10003

Telephone: (212) 982-5071

Attn: Peter E. Salas

with a copy to:

Gary J. Simon

Hughes Hubbard & Reed LLP

One Battery Park Plaza

New York, New York 10004

Telephone: (212) 837-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

*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 this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 101122109

Page 2 of 12

1	NAME OF REPORTING PERSONS Peter E. Salas S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (Intentionally Omitted)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) T 60; (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 3,302,811
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 3,302,811
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,302,811
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 46.9%
14	TYPE OF REPORTING PERSON* IN

SCHEDULE 13D

CUSIP No. 101122109

Page 3 of 12

1	NAME OF REPORTING PERSONS Dolphin Management Inc. S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (Intentionally Omitted)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,302,811
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,302,811
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,302,811
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 46.9%
14	TYPE OF REPORTING PERSON* CO

SCHEDULE 13D

CUSIP No. 101122109

Page 4 of 12

1	NAME OF REPORTING PERSONS Dolphin Advisors, LLC S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (Intentionally Omitted)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,717,223
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,717,223
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,717,223
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.4%
14	TYPE OF REPORTING PERSON* CO

SCHEDULE 13D

CUSIP No. 101122109

Page 5 of 12

1	NAME OF REPORTING PERSONS Dolphin Offshore Partners, L.P. S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (Intentionally Omitted)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,585,588
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,585,588
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,585,588
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.5%
14	TYPE OF REPORTING PERSON* PN

SCHEDULE 13D

CUSIP No. 101122109

Page 6 of 12

1	NAME OF REPORTING PERSONS Dolphin Direct Equity Partners, L.P. S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (Intentionally Omitted)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,717,223
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,717,223
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,717,223
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.4%
14	TYPE OF REPORTING PERSON* PN

SCHEDULE 13D

CUSIP No. 101122109

Page 7 of 12

Item 1. Security and Issuer

The class of equity security to which this statement relates is the common stock, $.01 par value per share (the “Common Stock”) of Boston Restaurant Associates, Inc., a Delaware corporation (the “Company”). The address of the principal executive offices of the Company is 999 Broadway, Suite 400, Saugus, MA 01906.

Item 2. Identity and Background

This statement is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission (the “Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): Peter E. Salas (“Mr. Salas”), Dolphin Management Inc., a New York corporation (“Dolphin Management”), Dolphin Advisors, LLC, a New York limited liability company (“Dolphin Advisors”), Dolphin Offshore Partners, L.P., a Delaware limited partnership (“Dolphin Offshore”), and Dolphin Direct Equity Partners, L.P., a Delaware limited partnership (“Dolphin Direct”). Mr. Salas, Dolphin Management, Dolphin Advisors, Dolphin Offshore and Dolphin Direct are collectively referred to as the “Reporting Persons.” Mr. Salas is a United States citizen.

The principal business address of Mr. Salas, Dolphin Management, Dolphin Advisors, Dolphin Offshore and Dolphin Direct is c/o Dolphin Asset Management Corp., 129 East 17^th Street, New York, New York 10003.

Dolphin Offshore and Dolphin Direct are private investment funds. Dolphin Management is the sole managing partner of Dolphin Offshore and the sole managing member of Dolphin Advisors. Dolphin Advisors is the sole managing general partner of Dolphin Direct. The principal business of Dolphin Management is to serve as investment manager to Dolphin Offshore, Dolphin Advisors and certain other entities. The principal business of Dolphin Advisors is to serve as investment manager to Dolphin Direct. Mr. Salas is the sole shareholder and President of Dolphin Management. The principal business of Mr. Salas is to act as the sole shareholder and President of Dolphin Management and as the principal of investment funds.

During the past five years, none of the Reporting Persons and, to the knowledge of the Reporting Persons, none of the executive officers or directors of the Reporting Persons, if applicable, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or has 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

No change since most recent filing.

SCHEDULE 13D

CUSIP No. 101122109

Page 8 of 12

Item 4. Purpose of the Transaction

Dolphin Advisors, on behalf of Dolphin Direct, has submitted a revised non-binding, exploratory proposal to acquire the Company’s outstanding capital stock for a purchase price of at least $6.7 million in cash, a copy of which proposal is attached hereto as Exhibit 3, superseding all prior such submissions.

Other than as set forth in such proposal, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act. Nonetheless, at any time the Reporting Persons may formulate different or additional plans or proposals relating to the Company, including, among other things, entering into privately negotiated sales of shares of Common Stock or acquisitions of additional shares of Common Stock, making open-market sales or purchases, proposing a business combination transaction with the Company or making a tender offer for some or all of the Common Stock or Preferred Stock. It is also possible that the Reporting Persons will decide not to pursue the proposal or any other such transaction.

Item 5. Interest in Securities of the Issuer

No change since most recent filing.

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

No change since most recent filing.

Item 7.	Material to be filed as Exhibits
Exhibit 1.	Subscription Agreement between Dolphin Offshore Partners, L.P. and Boston Restaurant Associates, Inc. dated as of January 20, 2005. Incorporated by reference to Exhibit 3 to the Company’s Current Report on Form 8-K dated January 20, 2005.
Exhibit 2.	Rights Agreement between Dolphin Offshore Partners, L.P. and Boston Restaurant Associates, Inc. dated as of January 20, 2005. Incorporated by reference to Exhibit 1 to the Company’s Current Report on Form 8-K dated January 20, 2005.
Exhibit 3.	Letter to Boston Restaurant Associates, Inc. on behalf of Dolphin Direct Equity Partners, L.P. dated December 7, 2005.
Exhibit 4.	Schedule 13D Joint Filing Agreement.
Exhibit 5.	Stock Purchase Agreement dated as of October 10, 2005 by and among Dolphin Direct Equity Partners, L.P., Roger Lipton, Mary Lipton and RHL Associates, L.P. Previously filed.

SCHEDULE 13D

CUSIP No. 101122109

Page 9 of 12

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Pursuant to Rule 13d-1(k)(1), each of the undersigned agrees that this statement is filed on behalf of each of us.

December 12, 2005

		/s/ Peter E. Salas
	PETER E. SALAS

	DOLPHIN MANAGEMENT INC.

	By:	/s/ Peter E. Salas
	Name: Peter E. Salas
	Its: President

	DOLPHIN OFFSHORE PARTNERS, L.P.

	By: Dolphin Management Inc.
	Its: Managing Partner

	By:	/s/ Peter E. Salas
	Name: Peter E. Salas
	Its: President

	DOLPHIN ADVISORS, LLC

	By: Dolphin Management Inc.
	Its: Managing Member

	By:	/s/ Peter E. Salas
	Name: Peter E. Salas
	Its: President

	DOLPHIN DIRECT EQUITY PARTNERS, LP

	By: Dolphin Advisors, LLC
	Its: Managing Partner

	By: Dolphin Management Inc.
	Its: Managing Member

	By:	/s/ Peter E. Salas
	Name: Peter E. Salas
	Its: President

EX-3 2 e1008711ex_3.htm EXHIBIT 3 Exhibit 3

DOLPHIN ADVISORS, L.L.C.

129 East 17^th Street

New York, New York 10003

EXHIBIT 3

December 7, 2005

Boston Restaurant Associates, Inc.

999 Broadway, Suite 400

Saugus, MA 01906

Attention: Special Committee of the Board of Directors

BB&T Capital Market

Corporate Finance

225 Franklin Street, Suite 2600

Boston, MA 02110

Attention: Robert F. Dreier

Ladies and Gentlemen:

On behalf of Dolphin Direct Equity Partners, LP (“Dolphin”), we are pleased to submit this revised, non-binding indication of interest in the transaction set forth below. This letter is a non-binding document prepared for discussion purposes only, and the proposed transaction is specifically subject to customary stock purchase agreements and the other conditions precedent contained herein, all satisfactory to Dolphin in their sole discretion. No obligations of any kind shall be created to effect the proposed transaction in the absence of the execution of definitive agreements, as to which no obligation is created hereby.

As previously disclosed, Dolphin has entered into discussions with the Company’s management and with the Polcari family (together, “Management”) to explore a management buy-out of Boston Restaurant Associates, Inc. (the “Company”). Based on those discussions and our continuing review of the Company, we propose the following transaction:

Purchase of Equity. Dolphin, through an acquisition vehicle in which Management would participate, is willing to purchase 100% of the Company’s issued and outstanding Common Stock and Convertible Preferred Stock for an aggregate purchase price of $6.7 million (the “Purchase Price”), or an effective $0.70 per common share.

Form of Consideration. Dolphin will purchase the Company’s equity with cash; provided, however, that any equity securities held by Management will be contributed to the acquisition vehicle in exchange for an interest therein.

Financing. Dolphin will finance the proposed transaction with its own funds.

Conditions to the Transaction. The proposed transaction will be subject to customary closing conditions, including agreement by Management to employment arrangements satisfactory to Dolphin and Management.

Further Due Diligence Requirements. Dolphin anticipates conducting customary legal due diligence for a transaction of this type, but considers its business diligence completed.

DOLPHIN ADVISORS, L.L.C.

129 East 17^th Street

New York, New York 10003

Indemnification. In the event the Company wishes to proceed with Dolphin’s proposed transaction, Dolphin will require indemnification for its transaction-related expenses, including the fees of legal counsel, regardless of whether a transaction is consummated.

Break-Up Fee. Upon execution of definitive documentation, Dolphin will provide the Company with a fiduciary out to any proposed transaction, but will require a break-up fee in the amount of $245,000 (3% of transaction value).

Should you wish to proceed with the proposed transaction, please contact us to arrange next steps. Upon agreement to the basic terms set forth herein, we will prepare and circulate a more detailed term sheet, together with a draft indemnification agreement. We look forward to working with the Company towards a successful transaction.

Very truly yours,

Carlos P. Salas

EX-4 3 e1008711ex_4.htm EXHIBIT 4 Exhibit 4

EXHIBIT 4

SCHEDULE 13D JOINT FILING AGREEMENT

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be signed as of December 12, 2005.

		/s/ Peter E. Salas
	PETER E. SALAS

	DOLPHIN MANAGEMENT INC.

	By:	/s/ Peter E. Salas
	Name: Peter E. Salas
	Its: President

	DOLPHIN OFFSHORE PARTNERS, L.P.

	By: Dolphin Management Inc.
	Its: Managing Partner

	By:	/s/ Peter E. Salas
	Name: Peter E. Salas
	Its: President

	DOLPHIN ADVISORS, LLC

	By: Dolphin Management Inc.
	Its: Managing Member

	By:	/s/ Peter E. Salas
	Name: Peter E. Salas
	Its: President

	DOLPHIN DIRECT EQUITY PARTNERS, LP

	By: Dolphin Advisors, LLC
	Its: Managing Partner

	By: Dolphin Management Inc.
	Its: Managing Member

	By:	/s/ Peter E. Salas
	Name: Peter E. Salas
	Its: President

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