UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO 13d-l(a) AND AMENDMENTS
THERETO FILED PURSUANT TO 13d-2(a)
GRILL CONCEPTS, INC.
(Name of Issuer)
COMMON STOCK, $.00001 PAR VALUE
(Title of Class of Securities)
398502104
(CUSIP Number)
Keith M. Wolff, 11828 La Grange Avenue, Los Angeles, California 90025
(310)477-3593
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 1, 2000
(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-l(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-l(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
disclosures provided in a prior cover page.
The information required on 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).
SCHEDULE 13D
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CUSIP No. 398502104 2
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KEITH M. WOLFF
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2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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7 SOLE VOTING POWER
NUMBER OF 250,000
SHARES ----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY N/A
EACH ----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 250,000
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10 SHARED DISPOSITIVE POWER
N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
250,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
5.9%
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14 TYPE OF PERSON REPORTING*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the Common Stock of Grill Concepts, Inc.
The principal executive offices of Grill Concepts are located at 11661 San
Vicente Boulevard, Suite 404, Los Angeles, California 90049.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c). This statement on Schedule 13D is being filed by Keith M.
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. He is the Executive Vice President of Wolff Dinapoli LLC, a privately
held real estate acquisition, development and management company. The principal
place of business address for Wolff Dinapoli LLC is 11828 La Grange Avenue, Los
Angeles, California 90025. Mr. Wolff is also the President of Hotel Restaurant
Properties, which identifies locations and negotiates the opening of Daily Grill
and The Grill restaurants in top tier hotel locations. The principal place of
business address for Hotel Restaurant Properties is 11661 San Vicente Boulevard,
Suite 404, Los Angeles, California 90049.
(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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Keith Wolff, as Trustee of The Keith Wolff 2000 Irrevocable Trust
acquired 250,000 shares of Common Stock of Grill Concepts from his father, Mr.
Lewis N. Wolff, pursuant to a purchase and sale agreement, dated August 1, 2000,
which is attached hereto as Exhibit 3. Mr. Keith Wolff acquired the shares of
Common Stock of Grill Concepts with the following consideration: (i) $24,000 in
cash delivered on the date of 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, which is attached hereto as Exhibit 4. The source
of the cash paid at closing was from The Keith Wolff 2000 Irrevocable Trust, and
the source of the principal and interest due on the promissory note, will be The
Keith Wolff 2000 Irrevocable Trust.
Page 3 of 6
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Keith Wolff acquired the securities of Grill Concepts for investment
purposes. Depending on general market and economic conditions affecting Grill
Concepts and other relevant factors, Mr. Wolff may purchase additional
securities of Grill Concepts 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, or the disposition of securities of Grill Concepts;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Grill Concepts or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of Grill
Concepts or any of its subsidiaries;
(d) any change in the present board of directors or management
of Grill Concepts, 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;
(f) any other material changes in Grill Concept's business or
corporate structure;
(g) changes in Grill Concepts' charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of Grill Concepts by any person;
(h) causing a class of securities of Grill Concepts 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 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.
Page 4 of 6
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Keith M. Wolff, as Trustee of The Keith M. Wolff 2000 Irrevocable
Trust beneficially owns 250,000 shares of Common Stock, $.00001 par value, of
Grill Concepts. The shares of Common Stock beneficially owned by Mr. Wolff
constitute approximately 5.9% of the total number of shares of Common Stock of
Grill Concepts, based upon 4,203,738 shares of Common Stock outstanding as of
August 4, 2000 (as reported in the Quarterly Report on Form 10-Q for the quarter
ended June 25, 2000 filed by Grill Concepts on August 9, 2000).
(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, the shares beneficially
owned by Mr. Wolff.
(c) Mr. Wolff has not, during the past sixty (60) days (or since the
most recent filing of an SEC Schedule 13D), been involved in any transaction
concerning Grill Concepts' Common Stock.
(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.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The shares of Common Stock acquired by Keith Wolff, as Trustee of The
Keith M. Wolff 2000 Irrevocable Trust are subject to certain registration rights
as provided in a Subscription Agreement and a Letter Agreement, each dated June
20, 1997, which are attached hereto as Exhibits 1 and 2, respectively.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Subscription Agreement dated as of June 20, 1997
between Grill Concepts, Inc. and Lewis Wolff,
Trustee of the Wolff Revocable Trust of 1993.*
Exhibit 2 Letter dated June 20, 1997 from Grill Concepts,
Inc. to Lewis Wolff, Trustee of the Wolff
Revocable Trust of 1993.*
Exhibit 3 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.*
Page 5 of 6
Exhibit 4 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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*Previously filed
Page 6 of 6
SIGNATURE
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.
By: /s/ Keith Wolff
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Name: Keith Wolff
Dated: September 14, 2000
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