1
|
NAME OF REPORTING PERSON
JCP Investment Partnership, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
481,258
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
481,258
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
481,258
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
JCP Investment Partners, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
481,258
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
481,258
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
481,258
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
JCP Investment Holdings, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
481,258
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
481,258
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
481,258
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
JCP Investment Management, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
481,258
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
481,258
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
481,258
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
James C. Pappas
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
486,972
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
486,972
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
486,972*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
JCP Partnership
|
|
(a)
|
As of the close of business on the date hereof, JCP Partnership beneficially owned 481,258 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 481,258
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 481,258
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
JCP Partnership has not entered into any transactions in the Shares during the past 60 days.
|
B.
|
JCP Partners
|
|
(a)
|
JCP Partners, as the general partner of JCP Partnership, may be deemed the beneficial owner of the 481,258 Shares owned by JCP Partnership.
|
|
(b)
|
1. Sole power to vote or direct vote: 481,258
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 481,258
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
JCP Partners has not entered into any transactions in the Shares during the past 60 days.
|
C.
|
JCP Holdings
|
|
(a)
|
JCP Holdings, as the general partner of JCP Partners, may be deemed the beneficial owner of the 481,258 Shares owned by JCP Partnership.
|
|
(b)
|
1. Sole power to vote or direct vote: 481,258
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 481,258
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
JCP Holdings has not entered into any transactions in the Shares during the past 60 days.
|
D.
|
JCP Management
|
|
(a)
|
JCP Management, as the investment manager of JCP Partnership, may be deemed the beneficial owner of the 481,258 Shares owned by JCP Partnership.
|
|
(b)
|
1. Sole power to vote or direct vote: 481,258
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 481,258
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
JCP Management has not entered into any transactions in the Shares during the past 60 days.
|
E.
|
Mr. Pappas
|
|
(a)
|
As of the close of business on the date hereof, Mr. Pappas directly owned 5,714 Shares. Mr. Pappas, as the managing member of JCP Management and sole member of JCP Holdings, may be deemed the beneficial owner of the 481,258 Shares owned by JCP Partnership.
|
|
(b)
|
1. Sole power to vote or direct vote: 486,972
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 486,972
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Pappas has not entered into any transactions in the Shares during the past 60 days.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Voting Agreement by and among JCP Investment Management, LLC, Apex Restaurant Management, Inc. and Apex Brands Foods, Inc., dated March 30, 2014.
|
JCP Investment Partnership, LP
|
|||
By:
|
JCP Investment Management, LLC
Investment Manager
|
||
By:
|
/s/ James C. Pappas
|
||
Name:
|
James C. Pappas
|
||
Title:
|
Managing Member
|
JCP Investment Partners, LP
|
|||
By:
|
JCP Investment Holdings, LLC
|
||
General Partner
|
|||
By:
|
/s/ James C. Pappas
|
||
Name:
|
James C. Pappas
|
||
Title:
|
Sole Member
|
JCP Investment Holdings, LLC
|
|||
By:
|
/s/ James C. Pappas
|
||
Name:
|
James C. Pappas
|
||
Title:
|
Sole Member
|
JCP Investment Management, LLC
|
|||
By:
|
/s/ James C. Pappas
|
||
Name:
|
James C. Pappas
|
||
Title:
|
Managing Member
|
/s/ James C. Pappas
|
|
James C. Pappas
|
ARTICLE 1
|
||
__________________
|
||
1.01
|
Certain Definitions
|
1
|
1.02
|
Representations and Warranties of the Shareholder
|
1
|
1.03
|
Representations and Warranties of Parent and Merger Sub
|
2
|
ARTICLE 2
|
||
__________________
|
||
2.01
|
Transfer of the Shares
|
3
|
2.02
|
Adjustments
|
3
|
ARTICLE 3
|
||
_____________________
|
||
3.01
|
Voting Agreement
|
3
|
ARTICLE 4
|
||
_____________________
|
||
4.01
|
Termination
|
4
|
4.02
|
Expenses
|
4
|
4.03
|
Further Assurances
|
4
|
4.04
|
Press Releases
|
4
|
4.05
|
Specific Performance
|
5
|
4.06
|
Miscellaneous
|
5
|
|
(i)
|
if to Parent or Merger Sub, to:
|
|
Apex Restaurant Management, Inc.
|
|
Apex Brands Foods, Inc.
|
|
Attention: Tabbassum Mumtaz
|
|
Telephone No.: (469) 317-3900
|
|
Email Address: tmumtaz@sonic.net
|
|
with a copy to:
|
|
Law Office of Omar Misleh, P.C.
|
|
10190 Katy Freeway, Suite 550
|
|
Houston, Texas 77043
|
|
Attention: Omar Misleh
|
|
Telephone No.: (713) 439-1625
|
|
Email Address: omar@mislehlaw.com
|
|
and
|
|
Fisher Zucker LLC
|
|
21 S. 21st Street
|
|
Philadelphia, Pennsylvania 19103
|
|
Attention: Lane Fisher
|
|
Telephone No.: (215) 825-3100
|
|
Email Address: lfisher@fisherzucker.com
|
|
and
|
|
F. Joseph Dunn
|
|
Telephone No.: (215) 825-3100
|
|
Email Address: jdunn@fisherzucker.com
|
|
(ii)
|
if to the Shareholder, to:
|
|
JCP Investment Management, LLC
|
|
1177 West Loop South, Suite 1650
|
|
Houston, TX 77027
|
|
Attention: James C. Pappas
|
|
Telephone No.: (713) 201-6910
|
|
Email Address: jcp@jcpinv.com
|
APEX RESTAURANT MANAGEMENT, INC.
|
|||
By:
|
/s/ Tabbassum Mumtaz
|
||
Name:
|
Tabbassum Mumtaz
|
||
Title:
|
President & Chief Executive Officer
|
APEX BRANDS FOODS, INC.
|
|||
By:
|
/s/ Tabbassum Mumtaz
|
||
Name:
|
Tabbassum Mumtaz
|
||
Title:
|
President & Chief Executive Officer
|
JCP INVESTMENT MANAGEMENT, LLC
|
|||
By:
|
/s/ James C. Pappas
|
||
Name:
|
James C. Pappas
|
||
Title:
|
Managing Member
|
NUMBER OF SHARES
|
486,972
|