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CUSIP No.
398502104
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1.
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Name
of Reporting Person:
Lewis
Wolff
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I.R.S.
Identification Nos. of above persons (entities only):
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions):
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(a)
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o
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(b)
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o
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3.
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SEC
Use Only:
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4.
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Source
of Funds (See Instructions):
PF
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e): o
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6.
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Citizenship
or Place of Organization:
United
States
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7.
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Sole
Voting Power:
293,625
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8.
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Shared
Voting Power:
190,000
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9.
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Sole
Dispositive Power:
293,625
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10.
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Shared
Dispositive Power:
190,000
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person:
483,625
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
o
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13.
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Percent
of Class Represented by Amount in Row (11):
8.2%
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14.
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Type
of Reporting Person (See Instructions):
IN
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Item
1.
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Security
and Issuer
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This
Schedule 13D relates to the Common Stock of Grill Concepts, Inc. The
principal executive offices of Grill Concepts, Inc. are located at 11661
San Vicente Boulevard, Suite 404, Los Angeles, California
90049.
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Item
2.
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Identity
and Background
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(a)-(c).
This statement on Schedule 13D is being filed by Lewis Wolff. The address
of Mr. Wolff is 11828 La Grange Avenue, Los Angeles, California 90025. Mr.
Wolff is a private investor and a director of Grill Concepts, Inc. He is
also a managing member of Wolff DiNapoli LLC, a California limited
liability company which manages a number of hotel properties in which Mr.
Wolff as Trustee is an investor, and a general partner of KMWGEN Partners,
a California general partnership. The principal place of business address
of Wolff DiNapoli LLC and KMWGEN Partners is 11828 La Grange Avenue, Los
Angeles, California 90025.
(d)-(e).
During the last five years, Mr. Wolff: (i) has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors); or (ii) was not 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 judgement, 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.
(f)
Mr. Wolff is a citizen of the United States.
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Item
3.
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Source
and Amount of Funds or Other Consideration
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Mr.
Wolff acquired warrants to purchase 150,000 shares of Common Stock of
Grill Concepts, Inc. in exchange for an agreement to personally guarantee
$750,000 of indebtedness of Grill Concepts, Inc. and options to purchase
11,250 shares as a director of Grill Concepts, Inc. He acquired an
additional 7,375 shares of Common Stock as interest on a loan to the Keith
M. Wolff 2000 Irrevocable Trust. All of the other securities of Grill
Concepts, Inc. beneficially owned by Mr. Wolff were acquired for cash in
the total amount of $1,642,500. The source of the purchase price was Mr.
Wolff’s personal funds.
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Item
4.
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Purpose
of Transaction
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Mr.
Wolff acquired the securities of Grill Concepts, Inc. for investment
purposes. Depending on general market and economic conditions affecting
Grill Concepts, Inc. and other relevant factors, Mr. Wolff may purchase
additional securities of Grill Concepts, Inc. or dispose of some or all of
securities from time to time in open market transactions, private
transactions or otherwise.
Except
as set forth herein, Mr. Wolff has no present plans or proposals with
respect to any material change in Grill Concept’s business or corporate
structure or which relate to or would result in:
(a)
the acquisition by any person of additional securities of Grill Concepts,
Inc., or the disposition of securities of Grill Concepts,
Inc.;
(b)
an extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving Grill Concepts, Inc. or any of its
subsidiaries;
(c)
a sale or transfer of a material amount of assets of Grill Concepts, Inc.
or any of its subsidiaries;
(d)
any change in the present board of directors or management of Grill
Concepts, Inc. including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the
board;
(e)
any material change in the present capitalization or dividend policy of
Grill Concepts, Inc.;
(f)
any other material changes in Grill Concept’s business or corporate
structure;
(g)
changes in Grill Concepts Inc.’s charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of Grill Concepts, Inc. by any person;
(h)
causing a class of securities of Grill Concepts, Inc. to be delisted from
a national securities exchange or cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association;
(i)
a class of equity securities of Grill Concepts, Inc. becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j)
any action similar to any of those enumerated above.
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Item
5.
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Interest
in Securities of the Issuer
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(a)
Lewis Wolff, as Trustee of the Wolff Revocable Trust of 1993, beneficially
owns 282,375 shares of Common Stock of Grill Concepts, Inc. which
consist of: (i) 125,000 shares issuable upon the conversion of
500 shares of Series II Convertible Preferred Stock;
(ii) 75,000 shares issuable pursuant to a warrant to purchase shares
at an exercise price of $1.41 per share; (iii) 75,000 shares issuable
pursuant to a warrant to purchase shares exercisable at $2.12 per share;
and (iv) 7,375 shares transferred from the Keith M. Wolff 2000
Irrevocable Trust. Mr. Wolff and his wife Jean Wolff, as Trustees of
the Wolff Revocable Trust of 1993, are general partners in KMWGEN
Partners, a California general partnership (“KMWGEN”) organized to invest
in securities of Grill Concepts, Inc. which owns 95,000 shares and
warrants to acquire an additional 95,000 shares of Common Stock of
Grill Concepts, Inc. Finally, Mr. Wolff has director stock options to
purchase 6,250 shares of Common Stock at $3.30 per share and 5,000 shares
at $1.65 per share. All of the warrants and options beneficially owned by
Mr. Wolff are currently exercisable. The shares of Common Stock
beneficially owned by Mr. Wolff constitute approximately 8.2% of the total
number of shares of Common Stock of Grill Concepts, Inc. based upon
5,537,071 shares of Common Stock outstanding as of December 31,
2002 (as reported in the Annual Report on Form 10-K for the fiscal
year ended December 31, 2002 filed by Grill Concepts, Inc. on
March 28, 2003).
(b)
Mr. Wolff has the sole power to vote or to direct the vote, and the sole
power to dispose or to direct the disposition of, all the shares
beneficially owned by Mr. Wolff, other than 190,000 shares beneficially
owned by KMWGEN Partners, of which Mr. Wolff and his son are the general
partners.
(c)
On August 1, 2000, Keith Wolff, Trustee of The Keith M. Wolff 2000
Irrevocable Trust acquired 250,000 shares of Common Stock of Grill
Concepts, Inc. from Lewis Wolff, Trustee of the Wolff Revocable Trust of
1993, pursuant to a purchase and sale agreement, a copy of which is
attached hereto as Exhibit 4. The shares of Common Stock were sold to
Keith Wolff at a price equal to $.98 per share. Mr. Keith Wolff acquired
the shares with the following consideration: (i) $24,000 in cash paid upon
the execution of the purchase and sale agreement; and (ii) $221,000 shall
be due and payable pursuant to a promissory note bearing interest at 6.22%
per annum, a copy of which is attached hereto as Exhibit 5. On March 1,
2003, the interest rate on the promissory note was reduced to 3.12% and
the term of the note was reduced to nine years.
(d)
No other person has the right to receive or the power to direct the
receipt of dividends from or the proceeds from the sale of the securities
beneficially owned by Mr. Wolff, other than the securities owned by KMWGEN
Partners, as to which Mr. Wolff has shared power with his
son.
(e)
Not applicable.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
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On
June 20, 1997, Mr. Wolff was issued: (i) shares of Series II
Convertible Preferred Stock which are governed by the terms of the
Certificate of Designation of the Series II Convertible Preferred
Stock, a copy of which is attached hereto as Exhibit 1; and
(ii) warrants to purchase shares of Grill Concepts, Inc. Common
Stock, copies of which are attached hereto as Exhibits 2 and 3. The
warrants expired unexercised in June 2002.
On
July 11, 2000, Grill Concepts, Inc. entered into a Letter Agreement with
Lewis Wolff, as Trustee of the Wolff Revocable Trust of 1993 and
Michael S. Weinstock, as Trustee of the Michael S. Weinstock
Living Trust, pursuant to which Messrs. Wolff and Weinstock each agreed to
personally guarantee $750,000 of a $1,500,000 loan to Grill Concepts, Inc.
from Wells Fargo Bank. Pursuant to the terms of the Letter Agreement, on
July 11, 2000, Grill Concepts, Inc. issued to each of
Messrs. Wolff and Weinstock a four (4) year warrant to purchase
75,000 shares of Common Stock of Grill Concepts, Inc. at an exercise price
of $1.41 per share. Each warrant has customary “piggyback” registration
rights under the Securities Act of 1933, as amended, covering the shares
of Common Stock issuable upon exercise of such warrant. On August 9, 2001,
Mr. Wolff received an additional warrant to purchase 75,000 shares of
Common Stock at $2.12 per share in connection with the guarantee.
Mr. Weinstock is the Chairman of the Board and Executive Vice
President of Grill Concepts, Inc. The Letter Agreement, the warrants and
the various loan documents in connection therewith, were filed by Grill
Concepts, Inc. as exhibits to its Quarterly Report on Form 10-Q for
the quarter ended September 24, 2000.
On
August 1, 2000, Keith Wolff, Trustee of The Keith M. Wolff 2000
Irrevocable Trust acquired 250,000 shares of Common Stock of Grill
Concepts, Inc. from Lewis Wolff, Trustee of the Wolff Revocable Trust of
1993, pursuant to a purchase and sale agreement, a copy of which is
attached hereto as Exhibit 4. The shares of Common Stock were sold to
Keith Wolff at a price equal to $.98 per share. Mr. Keith Wolff
acquired the shares with the following consideration: (i) $24,000 in
cash paid upon the execution of the purchase and sale agreement; and
(ii) $221,000 due and payable pursuant to a promissory note bearing
interest at 6.22% per annum. On March 1, 2003, the interest rate on
the promissory note was reduced to 3.12%
On
July 27, 2001, KMWGEN purchased for $142,500 cash 95,000 shares
of Common Stock and warrants to purchase 95,000 shares of Common Stock at
an exercise price of $2.25 per share and entered into a Stockholders
Agreement in the form filed as Exhibit 10.4 to Grill Concepts, Inc.’s
Current Report on Form 8-K dated May 16,
2001.
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Item
7.
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Material
to Be Filed as Exhibits
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Exhibit
1 Certificate of Designation of Series II Convertible Preferred
Stock.*
Exhibit
2 Warrant to Purchase Shares of Common Stock ($.00001 par value) of Grill
Concepts, Inc. (W97-A1).*
Exhibit
3 Warrant to Purchase Shares of Common Stock ($.00001 par value) of Grill
Concepts, Inc. (W97-B1).*
Exhibit
4 Purchase and Sale Agreement by and between Lewis N. Wolff, as Trustee of
the Wolff Revocable Trust of 1993 and Keith M. Wolff, as Trustee of The
Keith M. Wolff 2000 Irrevocable Trust.*
Exhibit
5 Promissory Note by Keith M. Wolff as Trustee of The Keith M. Wolff 2000
Irrevocable Trust in favor of Lewis N. Wolff, as Trustee of the Wolff
Revocable Trust of 1993.*
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Company
Name
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By:
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/s/
Lewis Wolff
Lewis Wolff |
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Name:
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Title:
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April
8, 2003
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