SC 13D/A 1 a2027024zsc13da.txt SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ----------- SCHEDULE 13D (AMENDMENT NO. 1)(1) Pancho's 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, Esq., Leonard, Street and Deinard, 150 S. Fifth St., Suite 2300, Minneapolis, Minnesota 55402 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 22, 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 / /. 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 BK, 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 126,094 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 13,998 WITH 10 SHARED DISPOSITIVE POWER 126,094 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 140,092 12 CHECK BOX IF THIS AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.57% Page 3 of 5 Pages 14 TYPE OF REPORTING PERSON* IN ITEM 1. SECURITY AND ISSUER. Common Stock, $.10 Par Value Per Share Pancho's 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. Stephen Oyster ("Oyster") 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 $559,325.15. By letter dated September 22, 2000, Oyster made an offer to the board of directors of Pancho's Mexican Buffet, Inc. (the "Company") to purchase all of the Company's issued and outstanding shares (the "Offer"), a copy of which is attached hereto as EXHIBIT 1. If accepted, Oyster intends to finance the transaction with personal funds and bank financing. Oyster has made preliminary arrangements for such financing. SEE EXHIBIT 2. ITEM 4. PURPOSE OF TRANSACTION. Oyster originally acquired the Shares for the purpose of acquiring an additional equity investment in the Company. Oyster filed a Schedule 13G upon his initial acquisition of shares. Oyster then filed a Schedule 13D on June 19, 2000. Page 4 of 5 Pages Oyster is filing this Amendment No. 1 to Schedule 13D to disclose the Offer, its terms, and preliminary financing arrangements. ITEMS 5(a) AND (b). AGGREGATE NUMBER AND PERCENTAGE OF CLASS OF SECURITIES. Stephen Oyster (9.57%) Sole Voting Power: 13,998 Shared Voting Power: 126,094 Sole Dispositive Power: 13,998 Shared Dispositive Power: 126,094
ITEM 5(c). TRANSACTIONS EFFECTED WITHIN THE LAST 60 DAYS. August 7, 2000 500 shares $3.50 per share Transaction effected in Austin, Texas via the internet August 10, 2000 700 shares $3.50 per share Transaction effected in Austin, Texas via the internet August 14, 2000 800 shares $3.50 per share Transaction effected in Austin, Texas via the internet August 16, 2000 5,000 shares $3.50 per share Transaction effected in Austin, Texas via the internet August 31, 2000 600 shares $3.50 per share Transaction effected in Austin, Texas via the internet September 5, 2000 1,500 shares $3.50 per share Transaction effected in Austin, Texas via the internet September 5, 2000 900 shares $3.50 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 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Not applicable ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 - The Offer Exhibit 2 - Correspondence Regarding Preliminary Financing Arrangements 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. -------------------------------------- October ____, 2000 -------------------------------------- (Signature) Stephen Oyster Page 5 of 5 Pages 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).