-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SHGfD+pqFd4uSs8/IbjGo7Z7tHsDZ4hRpB7UnLYkiEWLtMlrZygom6sjSCtEEcer dWjlMHkaZJ9rjyeFif+ldA== 0000906344-98-000095.txt : 19981203 0000906344-98-000095.hdr.sgml : 19981203 ACCESSION NUMBER: 0000906344-98-000095 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981202 GROUP MEMBERS: ASTORIA CAPITAL MANAGEMENT, INC. GROUP MEMBERS: ASTORIA CAPITAL PARTNERS L P GROUP MEMBERS: RICHARD W. KOE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EATERIES INC CENTRAL INDEX KEY: 0000796369 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 731230348 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-41262 FILM NUMBER: 98762760 BUSINESS ADDRESS: STREET 1: 3240 W BRITTON RD STE 202 CITY: OKLAHOMA CITY STATE: OK ZIP: 73120 BUSINESS PHONE: 4057553607 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ASTORIA CAPITAL PARTNERS L P CENTRAL INDEX KEY: 0000889926 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 943160631 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 735 SECOND AVE CITY: SAN FRANCISCO STATE: CA ZIP: 94118 BUSINESS PHONE: 5106891201 MAIL ADDRESS: STREET 1: 735 SECOND AVE CITY: SAN FRANCISCO STATE: CA ZIP: 94118 SC 13G/A 1 AMENDMENT NO. 2 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Amendment No. 2) Under the Securities Exchange Act of 1934 EATERIES, INC. (Name of Issuer) Common Stock, with par value $0.002 (Title of Class of Securities) 277851101 (CUSIP Number) August 31, 1998 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] 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 the disclosures provided in a prior cover page. The information required in 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). -1- CUSIP No. 277851101 SCHEDULE 13G Page 2 of 7 1 Name Of Reporting Person RICHARD W. KOE IRS Identification No. Of Above Person ###-##-#### 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization United States 5 Sole Voting Power 671,000 NUMBER OF SHARES 6 Shared Voting Power BENEFICIALLY OWNED BY EACH -0- REPORTING 7 Sole Dispositive Power PERSON WITH 974,300 8 Shared Dispositive Power -0- 9 Aggregate Amount Beneficially Owned By Each Reporting Person 974,300 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 24.54% 12 Type Of Reporting Person* IN CUSIP No. 277851101 SCHEDULE 13G Page 3 of 7 1 Name Of Reporting Person ASTORIA CAPITAL MANAGEMENT, INC. IRS Identification No. Of Above Person 94-3143169 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization California 5 Sole Voting Power 974,300 NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH 974,300 8 Shared Dispositive Power -0- 9 Aggregate Amount Beneficially Owned By Each Reporting Person 974,300 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 24.54% 12 Type Of Reporting Person* CO,IA CUSIP No. 277851101 13G Page 4 of 7 Pages Item 1(a). Name of Issuer. Eateries, Inc. (the "Issuer"). Item 1(b). Address of Issuer's Principal Executive Offices. 3240 W. Britton Road, Suite 202, Oklahoma City, OK 73120. Item 2(a). Names of Persons Filing. Richard W. Koe and Astoria Capital Management, Inc. Item 2(b). Address of Principal Business Office or, if none, Residence. The business address of Richard W. Koe and Astoria Capital Management, Inc. is 6600 SW 92nd Avenue, Portland, Oregon 97223. Item 2(c). Citizenship. Richard W. Koe is a United States citizen. Astoria Capital Management, Inc. is a California corporation. Item 2(d). Title of Class of Securities. Common Stock, with par value $0.002 ("Common Stock"). Item 2(e). CUSIP Number. 277851101 Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). CUSIP No. 277851101 13G Page 5 of 7 Pages (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [X] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E) (with respect to Astoria Capital Management, Inc. only); (f) [ ] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); (g) [X] A parent holding company or control person in accordance with Section 240.13d-1b)(1)(ii)(G) (with respect to Richard W. Koe only) (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J). Item 4. Ownership. Reference is hereby made to Items 5-9 and 11 of pages two (2) and three (3) of this Schedule 13G, which Items are incorporated by reference herein. 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. Astoria Capital Management, Inc. is deemed to be the beneficial owner of the number of securities reflected in Item 5-9 and 11 of page three (3) of this Schedule 13G pursuant to separate arrangements whereby it acts as investment adviser to certain persons, including Astoria Capital Partners, L.P., MicroCap Partners, L.P. and Montavilla Partners, L.P. Each person for whom Astoria Capital Management, Inc, acts as investment adviser has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock purchased or held pursuant to such arrangements. Richard W. Koe is deemed to be the beneficial owner of the number of securities reflected in Items 5-9 and 11 on page CUSIP No. 277851101 13G Page 6 of 7 Pages two (2) of this Schedule 13G pursuant to his ownership interests in Astoria Capital Management, Inc., Astoria Capital Partners, L.P. and Montavilla Partners, L.P. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Astoria Capital Management, Inc. is an investment advisor registered under Section 203 of the Investment Advisors Act of 1940. Richard W. Koe is Astoria Capital Management, Inc.'s president and sole shareholder. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certifications. (a) By signing below, Astoria Capital Management, Inc. certifies that, to the best of its knowledge and belief, the securities referred to above on page three (3) of this Schedule 13G were acquired and are held in the ordinary course of business and 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. (b) By signing below, Richard W. Koe certifies that, to the best of his respective knowledge and belief, the securities referred to above on page two (2) of this Schedule 13G 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. CUSIP No. 277851101 13G Page 7 of 7 Pages Signature After reasonable inquiry and to the best of their respective knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: November 20, 1998. RICHARD W. KOE /s/ Richard W. Koe _______________________________ Richard W. Koe DATED: November 20, 1998. ASTORIA CAPITAL MANAGEMENT, INC. /s/ Richard W. Koe _______________________________ By: Richard W. Koe Its: President -----END PRIVACY-ENHANCED MESSAGE-----