-----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, BI8IT96UQTnJOn9aH/Q6RWcx39VeQOhErCqsnfSasVjvT5dyZxFP4lUqif8b3dRw F3OdX50vKtv4Baa3bqIMoA== 0000906344-96-000047.txt : 19961023 0000906344-96-000047.hdr.sgml : 19961022 ACCESSION NUMBER: 0000906344-96-000047 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961021 SROS: NONE 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 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-41262 FILM NUMBER: 96645571 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: HOWARD RICE NEMEROVSKI CANADY ROBERTSON & FALK CENTRAL INDEX KEY: 0000906344 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3 EMBARCADERO CTR 7TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111-4065 BUSINESS PHONE: 4154341600 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 EATERIES, INC. (Name of Issuer) Common Stock, $.002 par value) (Title of Class of Securities) 277851-10-1 (CUSIP Number) Trish Dehn 3018 Willow Pass Road, Suite 210 Concord, CA 94519 (510) 689-1201 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 28, 1996 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box []. Check the following box if a fee is being paid with this statement []. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 Name of Reporting Person IRS Identification No. of Above Person ASTORIA CAPITAL PARTNERS, L. P. 94-3160631 2 Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization United States NUMBER OF 7 Sole Voting Power 270,200 SHARES BENEFICIALLY 8 Shared Voting Power -0- OWNED BY EACH REPORTING 9 Sole Dispositive Power 270,200 PERSON WITH 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 270,200 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 7.0% 14 Type of Reporting Person PN Item 1. Security and Issuer This Schedule 13D ("Schedule") relates to shares of common stock, $0.002 par value (the "Common Stock"), of Eateries, Inc. (the "Issuer"). The principal executive office of the Issuer is 3240 W. Britton Rd., Ste. 202, Oklahoma City, OK 73120. Item 2. Identity and Background This Schedule is filed on behalf of Astoria Capital Partners, L.P., whose principal business office address is 735 Second Avenue, San Francisco, CA 94118. Astoria Capital Partners, L. P. is an investment limited partnership, whose general partners are Richard W. Koe and Astoria Capital Management, Inc. Astoria Investment Management, Inc. is an investment advisor registered as such with the SEC and in various states. Astoria Capital Management, Inc.'s president and sole shareholder is Richard W. Koe. The business address of Astoria Capital Management, Inc. and Richard W. Koe is 735 Second Avenue, San Francisco, CA 94118. None of Astoria Capital Partners, L. P., Astoria Capital Management, Inc., or Richard W. Koe, have during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors). None of Astoria Capital Partners, L. P., Astoria Capital Management, Inc., or Richard W. Koe, have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Astoria Capital Partners, L. P. is a California limited Partnership, Astoria Capital Management, Inc. is a California corporation, and Richard W. Koe is a United States citizen. Item 3. Source and Amount of Funds or Other Consideration Funds for the purchases of Common Stock were obtained from the working capital of Astoria Capital Partners, L. P., ie., its investment portfolio. Item 4. Purpose of Transaction. The purchases of Common Stock were made solely for investment purposes. Depending upon market conditions and other factors, Astoria Capital Partners, L. P. may acquire additional securities of the Issuer, or, alternatively, may dispose of some or all of the securities of the Issuer that it beneficially owns. Item 5. Interest in Securities of the Issuer (a),(b) Reference is made hereby to Items 7-11 and 13 of page two (2) of this Schedule, which Items are incorporated by reference herein. Of the shares beneficially owned, all 270,200 are owned by Astoria Capital Partners, L.P. The general partners and individual limited partners may also be deemed to be beneficial owners. In addition, the general partners may be deemed to be beneficial owners of not more than 3% of the Common Stock held by other limited partnerships and investment advisory clients. All transactions have been effected through registered broker/dealers, as follows: (c) Date Transaction Quantity Trade Prc ------- ----------- -------- --------- 5/1/96 SELL -5,000 5.875 5/31/96 BUY 1,000 5.125 6/25/96 BUY 10,000 4.375 6/27/96 BUY 13,700 4.58 6/28/96 BUY 17,000 5.453 6/28/96 BUY 11,500 5.24 7/1/96 BUY 50,000 5.50 7/1/96 BUY 2,000 5.50 8/1/96 BUY 4,000 3.7813 8/29/96 BUY 500 3.375 9/3/96 BUY 500 3.375 9/5/96 BUY 5,000 3.085 (d),(e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer None. Item 7. Material to be Filed as Exhibits None. Signatures 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: October 16, 1996 /s/ Richard W. Koe ______________________________ Richard W. Koe -----END PRIVACY-ENHANCED MESSAGE-----