SC 13D 1 sc13d.txt 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ----------- SCHEDULE 13D (AMENDMENT NO. ________)(1) Panchos Mexican Buffet, Inc. ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.10 par value per share ------------------------------------------------------------------------------- (Title of Class of Securities) 698304 20 1 ------------------------------------------------------------------------------- (CUSIP Number) Mark S. Weitz, Leonard, Street and Deinard, 150 S. Fifth St., Suite 2300, Minneapolis, Minnesota 55402, (612)335-1500 ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 7, 2000 ------------------------------------------------------------------------------- (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 that is the subject of this 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box /X/. NOTE. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. SEE Rule 240.13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 5 Pages) ------------------------- (1) 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 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). Page 2 of 5 Pages CUSIP No. 698304 20 1 13D ----------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Stephen Oyster 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 7 SOLE VOTING POWER NUMBER OF 13,998 SHARES 8 SHARED VOTING POWER BENEFICIALLY 116,094 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 13,998 WITH 10 SHARED DISPOSITIVE POWER 116,094 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,092 12 CHECK BOX IF THIS AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.89% Page 3 of 5 Pages 14 TYPE OF REPORTING PERSON* IN ITEM 1. SECURITY AND ISSUER. Common Stock, $.10 Par Value Per Share Panchos Mexican Buffet, Inc. ITEM 2(a). NAME OF PERSON FILING. Stephen Oyster ITEM 2(b). BUSINESS ADDRESS. c/o Mark S. Weitz, Esq. Leonard, Street and Deinard 150 S. Fifth St., Suite 2300 Minneapolis, Minnesota 55402 ITEM 2(c). PRESENT PRINCIPAL OCCUPATION. Investor ITEM 2(d). CONVICTION OF CRIMINAL PROCEEDING IN LAST FIVE YEARS. Not applicable ITEM 2(e). CONVICTION OF CIVIL PROCEEDING IN LAST FIVE YEARS. Not applicable ITEM 2(f). CITIZENSHIP. U.S.A. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The reporting person used personal funds to acquire the shares which are the subject of this Schedule 13D (collectively, the "Shares"). The aggregate purchase price of the Shares was $ 524,325.15. ITEM 4. PURPOSE OF TRANSACTION. Stephen Oyster ("Oyster") acquired the Shares for the purpose of acquiring an additional equity investment in Panchos Mexican Buffet, Inc. (the "Company"). Oyster filed a Schedule 13G upon his initial acquisition of shares. Oyster is now filing a Schedule 13D because Oyster may purchase additional securities of the Company from time to time, which may result in acquiring control of the Company, or he may propose an extraordinary business transaction involving the Company, either itself, through entities under his control and/or in concert with others, either in open market transactions, in privately-negotiated transactions or otherwise, depending on Oyster's evaluation of the Company's business, prospects and financial Page 4 of 5 Pages condition, the market for the stock of the company, the terms and conditions of the transaction, other opportunities available to Oyster, prospects for Oyster's own business, general market conditions, financial market conditions and other factors Oyster may deem relevant to his investment decisions. Oyster also may, either himself, through entities under his control and/or in concert with others, dispose of some or all of his investment in the Company depending on similar considerations. Such dispositions may be made from time to time in open market transactions, underwritten public offerings, privately-negotiated transactions or otherwise, on such terms and at such prices as Oyster shall determine. A purchase or sale of additional securities of the Company by Oyster could result in a change of control and/or a change in management (which Oyster may also seek by attempting to nominate new members to fill any future vacancies on the Company's board of directors, or by standing for election to the Company's board of directors). ITEMS 5(a) AND (b). AGGREGATE NUMBER AND PERCENTAGE OF CLASS OF SECURITIES. Stephen Oyster (8.89%) Sole Voting Power: 13,998 Shared Voting Power: 116,094 Sole Dispositive Power: 13,998 Shared Dispositive Power: 116,094 ITEM 5(c). TRANSACTIONS EFFECTED WITHIN THE LAST 60 DAYS. April 19, 2000 1000 Shares $3.50 per share Transaction effected in Austin, Texas via the internet April 20, 2000 4,000 Shares $3.50 per share Transaction effected in Austin, Texas via the internet May 9, 2000 3,400 Shares $3.37 per share Transaction effected in Austin, Texas via the internet May 9, 2000 500 Shares $3.43 per share Transaction effected in Austin, Texas via the internet May 9, 2000 1,100 Shares $3.31 per share Transaction effected in Austin, Texas via the internet
ITEM 5(d). ADDITIONAL INTERESTED PERSONS. Other than the reporting person, not applicable ITEM 5(e). OWNERSHIP OF LESS THAN FIVE PERCENT. Not applicable Page 5 of 5 Pages ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Not applicable ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Not applicable 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. ------------------------------------------------------------------------------- June 14, 2000 ------------------------------------------------------------------------------- (Signature) ------------------------------------------------------------------------------- Stephen Oyster The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, PROVIDED, HOWEVER, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name of any title of each person who signs the statement shall be typed or printed beneath his signature. ATTENTION: Intentional misstatements or omissions of fact constitute federal criminal violations (SEE 18 U.S.C. 1001).