-----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, Cdiuh7pLeGH5g6ZKW4KAPpAmXm5HZGAgCi6+n8GijybZSOUED+UNH4YfuAXveUjd GuDUKWP0whn2jzSQ9XlMUA== 0000906344-97-000029.txt : 19970225 0000906344-97-000029.hdr.sgml : 19970225 ACCESSION NUMBER: 0000906344-97-000029 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970224 SROS: NASD 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: 97542062 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) 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) January 10, 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. 277851-10-1 SCHEDULE 13D Page 2 of 5 1 Name of Reporting Person MICROCAP PARTNERS LIMITED PARTNERSHIP IRS Identification No. of Above Person 56-1989918 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 North Carolina 7 Sole Voting Power 236,500 NUMBER OF SHARES 8 Shared Voting Power -0- BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power 236,500 REPORTING PERSON WITH 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 236,500 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 6.2% 14 Type of Reporting Person PN CUSIP No. 277851-10-1 SCHEDULE 13D Page 3 of 5 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 Amendment is filed on behalf of Microcap Partners Limited Partnership, whose principal business office address is 905 W. Main Street, Box 23, Suite 25A, Durham, North Carolina 27701. Microcap Partners Limited Partnership is an investment limited partnership, whose sole general partner is MCP Capital Management, LLC. The managing member of MCP Capital Management, LLC is Jeremy Crigler. The business address for each of MCP Capital Management, LLC and Jeremy Crigler is 905 W. Main Street, Box 23, Suite 25A, Durham, North Carolina 27701. None of Microcap Partners Limited Partnership, MCP Capital Management, LLC or Jeremy Crigler have, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors). None of Microcap Partners Limited Partnership, MCP Capital Management, LLC or Jeremy Crigler 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. Microcap Partners Limited Partnership is a North Carolina limited partnership, MCP Capital Management, LLC is a North Carolina limited liability company, and Jeremy Crigler 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 Microcap Partners Limited Partnership. Item 4. Purpose of Transaction. The purchases of Common Stock were made solely for investment purposes. Depending upon market conditions and other factors, Microcap Partners Limited Partnership 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. CUSIP No. 277851-10-1 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. Of the shares beneficially owned, all 236,500 shares are owned by Microcap Partners Limited Partnership. (c) Microcap Partners Limited Partnership has effected the following transactions through registered broker- dealers: On December 30, 1996, purchased 45,000 shares of Common Stock in two trades, one at a price of $3.77 per share for 42,500 shares, and one at a price of $4.00 per share for 2,500 shares. On December 31, 1996, purchased 73,000 shares of Common Stock at a price of $4.22 per share. On January 3, 1997, purchased 21,000 shares of Common Stock at a price of $4.05 per share. On January 7, 1997, purchased 2,000 shares of Common Stock at a price of $4.00 per share. On January 8, 1997, purchased 26,000 shares of Common Stock at a price of $4.35 per share. On January 9, 1997, purchased 15,500 shares of Common Stock at a price of $4.30 per share. On January 10, 1997, purchased 18,000 shares of Common Stock at a price of $4.30 per share. On January 15, 1997, purchased 29,000 shares of Common Stock at a price of $4.30 per share. On January 16, 1997, purchased 7,000 shares of Common Stock at a price of $4.30 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. 277851-10-1 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: February 21, 1997. MICROCAP PARTNERS LIMITED PARTNERSHIP /s/ Jeremy Crigler _________________________________ By: Jeremy Crigler Title: Managing Member of MCP CAPITAL MANAGEMENT, LLC, General Partner -----END PRIVACY-ENHANCED MESSAGE-----