-----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, Ju9OPpRV8fsF6r8e0MKraf/sourshKM58kwfcLxmoG9wL4H7U644OdPVS9VJe/O+ mHh0vELG2JE52tLHD/172w== 0000906344-98-000089.txt : 19981203 0000906344-98-000089.hdr.sgml : 19981203 ACCESSION NUMBER: 0000906344-98-000089 CONFORMED SUBMISSION TYPE: SC 13D/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 13D/A SEC ACT: SEC FILE NUMBER: 005-41262 FILM NUMBER: 98762753 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 13D/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 13D/A 1 AMENDMENT NO. 5 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 5) 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) Mark D. Whatley Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A Professional Corporation Three Embarcadero Center, Suite 700 San Francisco, CA 94111 (415) 434-1600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 1, 1997 (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 []. 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). Page 1 of 5 CUSIP No. 277851101 SCHEDULE 13D Page 2 of 5 1 Name of Reporting Person ASTORIA CAPITAL PARTNERS, L.P. IRS Identification No. of Above Person 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 California 7 Sole Voting Power 449,000 NUMBER OF SHARES 8 Shared Voting Power -0- BENEFICIALLY OWNED BY EACH REPORTING 9 Sole Dispositive Power 449,000 PERSON WITH 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 449,000 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 11.66% 14 Type of Reporting Person PN CUSIP No. 277851101 SCHEDULE 13D Page 3 of 5 Item 1. Security and Issuer This Amendment No. 5 to Schedule 13D (the "Amendment") relates to shares of common stock, with par value $0.002 (the "Common Stock"), of Eateries, Inc. (the "Issuer"). The principal executive office of the Issuer is 3240 W. Britton Road, Suite 202 Oklahoma City, OK 73120. Item 2. Identity and Background This Amendment is filed on behalf of Astoria Capital Partners, L.P., whose principal business office address is 6600 SW 92nd Avenue, Suite 370, Portland, OR 97223. Astoria Capital Partners, L.P. is an investment limited partnership, whose general partners are Richard W. Koe and Astoria Capital Management, Inc. Astoria Capital 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 6600 SW 92nd Avenue, Suite 370, Portland, OR 97223. 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 prior purchases of Common Stock were obtained from the working capital of Astoria Capital Partners, L.P. Item 4. Purpose of Transaction. Purchases and sales 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. CUSIP No. 277851101 SCHEDULE 13D Page 4 of 5 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 Amendment, which Items are incorporated by reference herein. (c) Astoria Capital Partners, L.P. effected the following transactions through registered broker-dealers since the last filing: On November 11, 1997, purchased 5,000 shares of Common Stock at a price of $4.56 per share. On November 12, 1997, purcahsed 6,200 shares of Common Stock at a price of $4.56 per share. On November 24, 1997, purchased 1,000 shares of Common Stock at a price of $5.01 per share. On November 28, 1997, purchased 4,000 shares of Common Stock at a price of $5.00 per share. On December 1, 1997, purchased 13,500 shares of Common Stock at a price of $5.18 per share. On December 1, 1997, purchased 14,400 shares of Common Stock at a price of $5.27 per share. On December 1, 1997, purchased 3,000 shares of Common Stock at a price of $5.40 per share. (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. CUSIP No. 277851101 SCHEDULE 13D Page 5 of 5 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: November 20, 1998. ASTORIA CAPITAL PARTNERS, L.P. /s/ Richard W. Koe ______________________________ By: Richard W. Koe Its: General Partner -----END PRIVACY-ENHANCED MESSAGE-----