0001193125-16-659259.txt : 20160727 0001193125-16-659259.hdr.sgml : 20160727 20160727084955 ACCESSION NUMBER: 0001193125-16-659259 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160727 DATE AS OF CHANGE: 20160727 GROUP MEMBERS: ADAM CORPORATION/GROUP GROUP MEMBERS: DONALD A. ADAM GROUP MEMBERS: TAC FINANCIAL CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Bravo Brio Restaurant Group, Inc. CENTRAL INDEX KEY: 0001495479 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 341566328 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85734 FILM NUMBER: 161785750 BUSINESS ADDRESS: STREET 1: 777 GOODALE BOULEVARD STREET 2: SUITE 100 CITY: COLUMBUS STATE: OH ZIP: 43212 BUSINESS PHONE: (614) 326-7944 MAIL ADDRESS: STREET 1: 777 GOODALE BOULEVARD STREET 2: SUITE 100 CITY: COLUMBUS STATE: OH ZIP: 43212 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TAC Capital LLC CENTRAL INDEX KEY: 0001450504 IRS NUMBER: 510403051 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1111 BRIARCREST DRIVE STREET 2: SUITE 300 CITY: BRYAN STATE: TX ZIP: 77802 BUSINESS PHONE: 979-776-1111 MAIL ADDRESS: STREET 1: 1111 BRIARCREST DRIVE STREET 2: SUITE 300 CITY: BRYAN STATE: TX ZIP: 77802 SC 13G 1 d282036dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Bravo Brio Restaurant Group, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

10567B109

(CUSIP Number)

July 20, 2016

(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)

x 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 the following pages.)

 

 

 

CUSIP No. 10567B109

 

SCHEDULE 13G

 

  1   

Name of Reporting Person

 

TAC Capital LLC

  2  

Check the Appropriate Box if a Member of a Group

(a)  ¨        (b)  x

 

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

    5    

Sole Voting Power

 

0

   6   

Shared Voting Power

 

1,163,212

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

1,163,212

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,163,212

10  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ¨

 

11  

Percent of Class Represented by Amount in Row 9

 

7.9% (1)

12  

Type of Reporting Person

 

OO

 

(1) Based on 14,695,822 common shares, no par value per share (“Common Stock”), of the Issuer issued and outstanding as of May 2, 2016, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on May 3, 2016.

 

Page 2 of 9 Pages

CUSIP No. 10567B109

 

SCHEDULE 13G

 

  1   

Name of Reporting Person

 

The Adam Corporation/Group

  2  

Check the Appropriate Box if a Member of a Group

(a)  ¨        (b)  x

 

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

Texas

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

    5    

Sole Voting Power

 

0

   6   

Shared Voting Power

 

1,163,212

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

1,163,212

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,163,212

10  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ¨

 

11  

Percent of Class Represented by Amount in Row 9

 

7.9% (1)

12  

Type of Reporting Person

 

CO

 

(1) Based on 14,695,822 Common Stock of the Issuer issued and outstanding as of May 2, 2016, as reported by the Issuer in its Form 10-Q filed with the SEC on May 3, 2016.

 

Page 3 of 9 Pages

CUSIP No. 10567B109

 

SCHEDULE 13G

 

  1   

Name of Reporting Person

 

TAC Financial Corporation

  2  

Check the Appropriate Box if a Member of a Group

(a)  ¨        (b)  x

 

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

    5    

Sole Voting Power

 

0

   6   

Shared Voting Power

 

1,163,212

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

1,163,212

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,163,212

10  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ¨

 

11  

Percent of Class Represented by Amount in Row 9

 

7.9% (1)

12  

Type of Reporting Person

 

CO

 

(1) Based on 14,695,822 Common Stock of the Issuer issued and outstanding as of May 2, 2016, as reported by the Issuer in its Form 10-Q filed with the SEC on May 3, 2016.

 

Page 4 of 9 Pages

CUSIP No. 10567B109

 

SCHEDULE 13G

 

  1   

Name of Reporting Person

 

Donald A. Adam

  2  

Check the Appropriate Box if a Member of a Group

(a)  ¨        (b)  x

 

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

    5    

Sole Voting Power

 

0

   6   

Shared Voting Power

 

1,163,212

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

1,163,212

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,163,212

10  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ¨

 

11  

Percent of Class Represented by Amount in Row 9

 

7.9% (1)

12  

Type of Reporting Person

 

IN

 

(1) Based on 14,695,822 Common Stock of the Issuer issued and outstanding as of May 2, 2016, as reported by the Issuer in its Form 10-Q filed with the SEC on May 3, 2016.

 

Page 5 of 9 Pages

CUSIP No. 10567B109

 

SCHEDULE 13G

 

Item 1.    (a)   

Name of Issuer:

 

Bravo Brio Restaurant Group, Inc.

   (b)   

Address of Issuer’s Principal Executive Offices:

 

777 Goodale Boulevard, Suite 100

Columbus, Ohio 43212

Item 2.    (a)   

Name of Person Filing:

 

(i)     TAC Capital LLC

(ii)    The Adam Corporation/Group

(iii)   TAC Financial Corporation

(iv)   Donald A. Adam

   (b)   

Address of Principal Business Officer or, if none, Residence:

 

(i)     TAC Capital LLC

 One Momentum Blvd., Suite 1000

 College Station, TX 77845

 

(ii)    The Adam Corporation/Group

 One Momentum Blvd., Suite 1000

 College Station, TX 77845

 

(iii)   TAC Financial Corporation

 One Momentum Blvd., Suite 1000

 College Station, TX 77845

 

(iv)   Donald A. Adam

 One Momentum Blvd., Suite 1000

 College Station, TX 77845

   (c)   

Citizenship:

 

(i)     TAC Capital LLC is a Delaware limited liability company.

(ii)    The Adam Corporation/Group is a Texas corporation.

(iii)   TAC Financial Corporation is a Delaware corporation.

(iv)   Donald A. Adam is a citizen of the United States of America.

   (d)   

Title of Class of Securities:

 

Common Shares, no par value per share

   (e)   

CUSIP Number:

 

10567B109

Item 3.    If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
  

 

Not applicable.

 

Page 6 of 9 Pages

CUSIP No. 10567B109

 

SCHEDULE 13G

 

Item 4.   

Ownership

 

This Schedule 13G is being filed by TAC Capital, LLC, a Delaware limited liability company (“TAC Capital”), TAC Financial Corporation, a Delaware corporation and the sole member of TAC Capital (“TAC Financial”), The Adam Corporation/Group, a Texas corporation and the sole shareholder of TAC Financial (“TAC/G”), and Donald A. Adam, a citizen of the United States of America and the sole shareholder of TAC/G (each of the foregoing, a “Reporting Person,” and collectively, the “Reporting Persons”). By virtue of the relationship described in the foregoing sentence, each of the Reporting Persons may be deemed to have shared voting and dispositive power over the reported shares and therefore may also be deemed to be the beneficial owner of these shares. Each of the Reporting Persons disclaim beneficial ownership of the reported shares in excess of such Reporting Person’s pecuniary interest in the shares. The agreement among the Reporting Persons to file this Schedule 13G jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, is attached hereto as Exhibit 99.1.

 

As of the close of business on July 26, 2016:

 

(i)     TAC Capital LLC

 

a.      Amount beneficially owned: 1,163,212

b.      Percent of class: 7.9%

c.      Number of shares as to which the person has:

 

i.       Sole power to vote or direct the vote: 0

ii.      Shared power to vote or to direct the vote: 1,163,212

iii.     Sole power to dispose or to direct the disposition of: 0

iv.     Shared power to dispose or to direct the disposition of: 1,163,212

 

(ii)    The Adam Corporation/Group

 

a.      Amount beneficially owned: 1,163,212

b.      Percent of class: 7.9%

c.      Number of shares as to which the person has:

 

i.       Sole power to vote or direct the vote: 0

ii.      Shared power to vote or to direct the vote: 1,163,212

iii.     Sole power to dispose or to direct the disposition of: 0

iv.     Shared power to dispose or to direct the disposition of: 1,163,212

 

(iii)  TAC Financial Corporation

 

a.      Amount beneficially owned: 1,163,212

b.      Percent of class: 7.9%

c.      Number of shares as to which the person has:

 

i.       Sole power to vote or direct the vote: 0

ii.      Shared power to vote or to direct the vote: 1,163,212

iii.     Sole power to dispose or to direct the disposition of: 0

iv.     Shared power to dispose or to direct the disposition of: 1,163,212

 

(iv)   Donald A. Adam

 

a.      Amount beneficially owned: 1,163,212

b.      Percent of class: 7.9%

c.      Number of shares as to which the person has:

 

i.       Sole power to vote or direct the vote: 0

ii.      Shared power to vote or to direct the vote: 1,163,212

iii.     Sole power to dispose or to direct the disposition of: 0

iv.     Shared power to dispose or to direct the disposition of: 1,163,212

 

Page 7 of 9 Pages

CUSIP No. 10567B109

 

SCHEDULE 13G

 

Item 5.    Ownership of Five Percent or Less of a Class.
   Not applicable.
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.
Item 10.    Certifications.
   By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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, other than activities solely in connection with a nomination under §240.14a-11.

 

Page 8 of 9 Pages

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.

Dated: July 26, 2016

 

TAC CAPITAL LLC
By:  

/s/ James L. Wolfe

  Name: James L. Wolfe
  Title: Vice President
TAC FINANCIAL CORPORATION
By:  

/s/ James L. Wolfe

  Name: James L. Wolfe
  Title: Vice President
THE ADAM CORPORATION/GROUP
By:  

/s/ James L. Wolfe

  Name: James L. Wolfe
  Title: President
DONALD A. ADAM

/s/ Donald A. Adam

 

Page 9 of 9 Pages

EXHIBIT INDEX

 

Exhibit No.

   

Description

99.1    Joint Filing Agreement, dated as of July 26, 2016, by and among TAC Capital LLC, TAC Financial Corporation, The Adam Corporation/Group and Donald A. Adam.
 EX-99.1 2 d282036dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended, each of the undersigned hereby consent to the joint filing on its behalf of a single Schedule 13G and any amendments thereto, with respect to the beneficial ownership by each of the undersigned of the shares of common stock of Bravo Brio Restaurant Group, Inc. The undersigned hereby further agree that this Joint Filing Agreement be included as an exhibit to such statement and any such amendment. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others. The undersigned hereby further agree that this Joint Filing Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of which counterparts shall together constitute one and the same instrument.

Dated: July 26, 2016

 

TAC CAPITAL LLC
By:  

/s/ James L. Wolfe

  Name: James L. Wolfe
  Title: Vice President
TAC FINANCIAL CORPORATION
By:  

/s/ James L. Wolfe

  Name: James L. Wolfe
  Title: Vice President
THE ADAM CORPORATION/GROUP
By:  

/s/ James L. Wolfe

  Name: James L. Wolfe
  Title: President
DONALD A. ADAM

/s/ Donald A. Adam