SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this schedule because of ''240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |_|
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See '240,13d-7(b) 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).
CUSIP No. 765641-30 3 Page 2 of 6
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(1) Name of Reporting Person and IRS Identification No. of Above Person:
E.S. Langan, L.P.
(2) Check the Appropriate Box if a Member of a Group (See Instructions).
(a) |X|
(b) |_|
(3) SEC Use Only
(4) Source of Funds (See Instructions)
PF
(5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e). |_|
(6) Citizenship or Place of Organization
Texas
Number (7) Sole Voting Power -0-
of
Shares
Bene-
ficially (8) Shared Voting Power
Owned 566,732
by
Each
Report- (9) Sole Dispositive Power -0-
ing
Person
With:
(10) Shared Dispositive Power
566,732
(11) Aggregate Amount Owned by Each Reporting Person
566,732
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) |_|
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CUSIP No. 765641-30 3 Page 3 of 6
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(13) Percent of Class Represented by Amount in Row (11)
17.7%
(14) Type of Reporting Person
PN
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CUSIP No. 765641-30 3 Page 4 of 6
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ITEM 1 Security and Issuer
This statement is filed with respect to shares of common stock par value
$0.01 (the "Shares") of Rick's Cabaret International, Inc. (the "Company",
"Rick's" or the "Issuer"), whose address is 505 North Belt, Suite 630, Houston,
Texas 77060. The shares described herein take into account the reverse split
with respect to the Company's 2:1 reverse split effective March 15, 1999.
ITEM 2.A. Identity and Background
(a) E.S. Langan, L.P., a Texas Limited Partnership, which principally
invests in the adult entertainment business.
(b) Principal business and office address: 505 North Belt, Suite 630,
Houston, Texas 77060
(c) No.
(d) No.
ITEM 2.B. Identity and Background
(a) Eric Scott Langan, General Partner
(b) Business address: 505 North Belt, Suite 630, Houston, Texas 77060
(c) Director and President of Rick's, and Director and President of
Taurus Entertainment Companies, Inc. ("Taurus"). The address of
Rick's and Taurus is 505 North Belt, Suite 630, Houston, Texas
77060. Mr. Langan is also the General Partner of E.S. Langan,
L.P. at the same address.
(d) No.
(e) No.
(f) U.S.A.
ITEM 3. Source and Amount of Funds or Other Consideration
On January 13, 14, & 15, 1999, E.S. Langan, L.P. purchased a total of
92,400 shares for cash in market transactions, which, after the reverse split of
March 15, 1999, equals 46,200 shares
On March 29, 1999, E.S. Langan, L.P. purchased a total of 1,041,064 shares,
which, after the reverse split of March 15, 1999, equals 520,532 shares, for
$907,328 consisting of $ 707,328 in cash and a promissory note for $200,000 from
the Seller. Eric Scott Langan and E.S. Langan, L.P. are a group.
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CUSIP No. 765641-30 3 Page 5 of 6
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ITEM 4. Purpose of Transaction
E.S. Langan, L.P.made these transactions as investments in an industry in
which E. S. Langan, L.P. has invested in the past.
(a) E. S. Langan, L.P. may, from time to time, acquire additional securities
of the Company for investment purposes. E. S. Langan, L.P. acquired these shares
from Robert L. Watters, who resigned as President of Rick's. Mr. Watters
continues to be a Director.
(b) E. S. Langan, L.P. has no present plans or proposals for an
extraordinary corporate transaction involving the Company. E. S. Langan L.P.
acquired the shares in the March 29, 1999 transaction from Robert L. Watters.
Mr. Langan is the General Partner of E.S. Langan, L.P. Also on March 29, 1999,
Mr. Watters acquired a subsidiary of Rick's, RCI Entertainment Louisiana, Inc.,
which was reported by Rick's on a Form 8-K dated March 29, 1999.
(c) E. S. Langan, L.P. has no present plans or proposals involving the sale
or transfer of a material amount of assets of the Company or any of its
subsidiaries.
(d) E. S. Langan, L.P. has no present plans or proposals involving any
change in the present board of directors or management of the Company, nor any
plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board. Eric Scott Langan has plans to add Board
members, but no plans or proposals to change the term of directors. Mr. Langan
was appointed as President of Rick's on March 29, 1999. Mr. Langan continues to
be a Director.
(e) E. S. Langan, L.P. has no present plans or proposals for material change
in the present capitalization or dividend policy of the Company.
(f) E. S. Langan, L.P. has no present plans or proposals for a material
change in the Company's business or corporate structure.
(g) E. S. Langan, L.P. has no present plans or proposals for changes in the
Company's charter or bylaws, or instruments corresponding thereto or other
actions which may impede the acquisition of control of the Company by any
person.
(h) E. S. Langan, L.P. has no present plans or proposals for causing a class
of securities of the Company to be delisted from a national securities exchange
or to cease to be authorized to be quoted in an inter-dealer quotation system of
a registered national securities association.
(i) E. S. Langan, L.P. has no present plans or proposals for a class of
securities of the Company becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Act.
(j) E. S. Langan, L.P. has no present plans or proposals for any actions
similar to those enumerated above.
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CUSIP No. 765641-30 3 Page 6 of 6
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ITEM 5. Interest in Securities of the Issuer
(a) E. S. Langan, L.P. is the beneficial owner of 1,133,464 Shares of the
Company, which, after the reverse split of March 15, 1999, equals
566,732 shares, which represents 17.7% of the class of securities.
(b) E. S. Langan, L.P. has shared voting and dispositive power for all of
the 1,133,464 Shares of the Company, which, after the reverse split of
March 15, 1999, equals 566,732 shares.
(c) None.
(d) E. S. Langan, L.P. has the right to receive and power to direct
receipt of dividends from, or the proceeds from the sale of, 1,133,064
shares, which, after the reverse split of March 15, 1999, equals
566,732 shares.
(e) Not applicable.
ITEM 6. Contract, Agreements, Understandings or Relationships with Respect to
Securities of the Issuer
Mr. Langan, as General Partner of E. S. Langan, L.P., has voting
rights for E. S. Langan, L.P. and as such, Mr. Langan and E. S.
Langan, L.P. will vote as a group.
ITEM 7. Material to be Filed as Exhibits
10.1 Promissory Note made by E.S. Langan, L.P. to Robert L.
Watters
10.2 Stock Purchase Agreement
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.
April 6, 1999 E.S. Langan, L.P.
--------------- /s/ Eric Scott Langan
Date by: Eric Scott Langan, General Partner
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Exhibit 10.1
PROMISSORY NOTE
HOUSTON, TEXAS
$200,000 MARCH 29, 1999
DUE: MAY 3, 1999
FOR VALUE RECEIVED, E.S. LANGAN, L.P., a Texas limited partnership and ERIC
S. LANGAN, a person of the full age of majority and resident of the State of
Texas (collectively "maker") hereby jointly and severally promise to pay to the
order of ROBERT WATTERS, a resident of Houston, Texas, Payee, of 1810 Elmen,
Houston, Texas 77019, the sum of TWO HUNDRED THOUSAND AND No/100 DOLLARS
($200,000.00), with interest thereon from the date hereof until maturity at the
rate of eighteen percent (18%) per annum on the unpaid principal balance hereof;
matured, unpaid principal and interest shall bear interest at the maximum legal
rate of interest.
All payments and interest on this Note shall become due and payable on May 3, 1999.
Payment of any sums due to the Payee and/or holder under the terms of this Note shall be made in United States Dollars by check or wire transfer at the option of the Maker. Payment shall be made to any account or address designated by the Payee any time prior to the payment due hereunder.
It is expressly provided that in the event default is made in the prompt payment of this Note when due or declared due, and the same is placed in the hands of an attorney for collection, or suit is brought on same, or the same is collected through probate, bankruptcy or other judicial proceedings, then the Maker agrees and promises to pay reasonable attorney's fees.
If default occurs in the payment of any principal or interest when due hereunder, or upon Maker's insolvency or business failure, the appointment of a receiver of all or any part of Maker's property, an assignment for the benefit of creditors of Maker, a calling of a meeting of creditors of Maker, the commencement of any proceeding under any bankruptcy, insolvency or debtor relief laws by or against Maker, the holder hereof may, at its option, declare the entirety of this Note, principal and interest, immediately due and payable, and pursue any and all other remedies available to it at law or in equity, but failure to do so at any time shall not constitute a waiver of such holder's right to do so at any other time. Failure to exercise this option upon any default shall not constitute a waiver of the right to exercise it in the event of any subsequent defaults.
Each Maker, surety and endorser of this Note expressly waives all notices of any kind or character, demands for payment, presentment for payment, notices of intention to accelerate, notice of acceleration, the maturity, protest and notice of protest, as to this Note and as to each, every and all installments hereof.
The parties intend to conform strictly to the applicable usury laws. All agreements between Maker and Payee are hereby limited by the provisions of this paragraph which shall override and control all such agreements, whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment, default, demand for payment, or acceleration of the maturity of any Obligations or any part thereof), shall the interest contracted for, charged or received under the Note or otherwise exceed the maximum amount permissible under applicable law. If, from any possible construction of any document, interest would otherwise be payable to Payee in excess of the maximum lawful amount, any such construction shall be subject to the provisions of this paragraph and such document shall be automatically reformed and the interest payable to Payee shall be automatically reduced to the maximum amount permitted under applicable law, without the necessity of execution of any amendment or new document. If Payee shall ever receive anything of value which is characterized as interest under applicable law and which would apart from this provision be in excess of the maximum lawful amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing in the inverse order of its maturity and not to the payment of interest, or refunded to Maker to the extent that the amount which would have been excessive interest exceeds unpaid principal. The right to accelerate maturity of the Note or any other indebtedness does not include the right to accelerate any interest which has not otherwise accrued on the date of such acceleration, and Payee does not intend to charge or receive any unearned interest in the event of acceleration. All interest paid or agreed to be paid to Payee shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full stated term (including any renewal or extension) of such indebtedness so that the amount of interest on account of such indebtedness does not exceed the maximum permitted by applicable law.
Maker may prepay all or any part hereof at anytime without penalty, and interest shall immediately cease on all amounts so prepaid. All prepayments shall be applied first to accrued but unpaid interest, the balance to principal.
Interest on this Note shall be computed for the actual number of days elapsed and on the basis of a year consisting of 365 days, unless the highest lawful rate permitted under applicable law would thereby be exceeded, in which event, to the extent necessary to avoid exceeding the highest lawful rate permitted under applicable law, interest shall be computed on the basis of the actual number of days elapsed in the applicable calendar year in which accrued.
In the event any provision of this Note (or any part of any provision) is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision (or remaining part of the affected provision) of this Note; but this Note shall be construed as if such invalid, illegal, or unenforceable provision (or part thereof) had not been contained in this Note, but only to the extent it is invalid, illegal, or unenforceable.
Each right, power, and remedy of the Payee as provided for in this Note, or now or hereafter existing under any applicable law or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power, or remedy provided for in this Note now or hereafter existing under any applicable law, and the exercise or beginning of the exercise by the Payee of any one or more of such rights, powers, or remedies shall not preclude the simultaneous or later exercise by the Payee of any or all such other rights, powers, or remedies. No failure or delay by the Payee to insist upon the strict performance of any term, condition, covenant, or agreement of this Note, or to exercise any right, power, or remedy consequent upon a breach thereof, shall constitute a waiver of any such term, condition, covenant, or agreement or of any such breach, or preclude the Payee from exercising any such right, power, or remedy at a later time or times. By accepting payment after the due date of any amount payable under the terms of this Note, the Payee shall not be deemed to waive the right either to require prompt payment when due of all other amounts payable under the terms of this Note or to declare an event of default for the failure to effect such prompt payment of any such other amount. No course of dealing or conduct shall be effective to amend, modify, waive, release, or change any provisions of this Note.
Each Maker and all sureties and endorsers of this Note, and each party hereafter assuming or otherwise becoming liable hereon: (i) agree to any substitution, exchange or release of any security or the release of any party primarily or secondarily liable hereon; (ii) agree that the Payee or other holder hereof shall not be required first to institute suit or exhaust its remedies hereon against the Maker or others liable or to become liable hereon or enforce its rights against any security heretofore in order to enforce payment of this Note by it; (iii) agree that the obligations of each Maker shall be joint and several with all other Makers, sureties and endorsers of this Note; and (iv) consent to any extensions or postponement of time of payment of this Note and to any other indulgence with respect hereto without notice thereof to any of them.
This Note shall be governed by and construed in accordance with the laws of the State of Texas.
MAKER:
E. S. LANGAN, L.P.
BY: /S/ ERIC S. LANAGAN
ERIC S. LANGAN, GENERAL PARTNER
/s/ Eric S. Langan
ERIC S. LANGAN, INDIVIDUALLY
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Exhibit 10.2
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement") is made and entered into as of March 29, 1999, made by and among ROBERT L. WATTERS, a resident of Houston, Texas, ("Seller"), on the one hand and E. S. LANGAN, L.P., a Texas limited partnership ("langan") and RALPH McELROY, a resident of Austin, Texas ("McElroy") (Langan and McElroy collectively referred to as "Purchasers"), on the other hand.
W I T N E S S E T H:
WHEREAS, Seller owns 1,790,000 shares of common stock of Rick's Cabaret International, Inc., a Texas corporation (the "Company"); and
WHEREAS, of the shares of the Company owned by Seller, 1,600,000 are in escrow ("Escrowed Shares") pursuant to an escrow agreement dated October 11, 1995, among the Company, the Seller and Austin Trust Company, as Escrow Agent, a copy of which is attached hereto as Exhibit A ("Escrow Agreement") and the remainder --------- of the shares owned by Seller are unencumbered by the Escrow Agreement ("Unencumbered Shares") (the Escrowed Shares and the Unencumbered shares collectively referred to herein as "Shares");
WHEREAS, the Seller desires to sell the Shares to the Purchasers and the Purchasers desire to purchase the Shares from the Seller, on the terms and conditions set forth in this Agreement;
NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE I.
SALE AND PURCHASE OF STOCK
a. the Seller shall sell 110,504 of the Unencumbered Shares to Langan and 79,496 of the Unencumbered Shares to McElroy;
b. the Seller shall transfer and convey all of his rights and interest in 930,560 (58.16%) of the Escrowed Shares to Langan and 669,440 (41.84%) of the Escrowed Shares to McElroy and shall assign all of his rights, title and interests under the Escrow Agreement to the Purchasers, in accordance with and pursuant to the terms of an Assignment and Assumption Agreement substantially in the form attached hereto as form 1.1(b)(i) and Purchasers assume all of his obligations and limitations under the Escrow Agreement, and a Voting Agreement pursuant to which Seller grants to Purchasers all of his voting rights with respect to the Escrowed Shares, substantially in the form attached hereto as form 1.1(b)(ii) hereof.
c. It is the intent of the parties and it is expressly understood that when the Escrowed Shares are released from escrow, each Purchaser shall have record title to the number of Escrowed Shares identified in Section 1.1(b) above, or any number thereof that may be released from time to time. Upon release of such shares, Seller shall do and take all such further actions as may be deemed reasonably necessary to vest in Purchasers record title.
a. $707,327.39 payable by wire transfer of immediately available funds ("Cash Purchase Price");
b. $200,000 payable pursuant to a Promissory Note of even date herewith payable to Seller due May 3, 1999 ("Langan Note") in the form attached hereto as Form 1.2(b); and
c. McElroy's promissory note, in the original principal amount of $652,744.61, substantially in the form attached hereto as Form 1.2(b)(i) ("McElroy's Promissory Note") which shall be secured by McElroy's Convertible Debenture from the Company represented by Certificate-RCI-C.D. No. 100 in the original principal sum of $366,000, dated August 11, 1998 and a promissory note from Taurus Entertainment Companies, Inc. dated August 11, 1998, in the original principal sum of $286,744.61. Such security shall be evidenced by a Security Agreement between Seller and McElroy, substantially in the form attached hereto as Form 1.2(c) (the Cash Purchase Price, the Langan Note and McElroy's Promissory Note collectively referred to as the "Purchase Price").
ARTICLE II.
CLOSING; PROCEDURES AT CLOSING
a. Certificates evidencing the Unencumbered Shares, or appropriate stock transfer powers with respect to the Unencumbered Shares, duly endorsed for transfer to the Purchasers;
b. Appropriate stock transfer powers with respect to the Escrowed Shares, duly endorsed for transfer to the Purchasers;
c. The Assignment and Assumption Agreement, duly executed;
d. The Voting Agreement with respect to the Escrowed Shares, duly executed;
e. Appointment of Agents, duly executed;
f. Special Durable Power of Attorney, duly executed; and
g. Such other instruments or documents as the Purchasers may reasonably request.
a. The Cash Purchase Price;
b. The McElroy Promissory Note;
c. The Security Agreement referred to in Section 1.2(b) hereof and related documents referred to therein, all duly executed;
d. The Langan Note;
e. The Assignment and Assumption Agreement, duly executed;
f. The Voting Agreement with respect to the Escrow Shares, duly executed;
g. Appointment of Agents, duly executed; and
h. Such other instruments or documents as the Seller may reasonably request.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER
The Seller hereby represents and warrants to the Purchasers:
a. The Seller has the unrestricted right and power to transfer, convey and deliver full ownership of the Unencumbered Shares without the consent or agreement of any other person and, except for filings required under the applicable securities laws, without any designation, declaration or filing with any governmental authority. Upon the transfer of the Unencumbered Shares to the Purchasers, as contemplated herein, except as imposed by applicable securities laws, purchasers will receive good and valid title to the Unencumbered Shares, free and clear of any liens, claims, charges, options, and rights of first refusal, encumbrances or other restrictions.
b. Seller has the unrestricted right and power to assign his rights under the Escrow Agreement and to assign his voting rights with respect to the Escrowed Shares, and transfer and convey his rights and interest to the Escrowed Shares, without the consent or agreement of any other person and except for filings required under the applicable securities laws, without any designation, declaration or filing with any governmental authority. Upon the assignment of his rights, title and interests under the Escrow Agreement, his voting rights with respect to the Escrowed Shares, and the transfer and conveyance of his rights and interest to the Escrowed Shares, Purchasers shall become the beneficial holders of the Escrowed Shares free and clear of any liens, claims, charges, options, and rights of first refusal or other restrictions except for the encumbrance imposed by the Escrow Agreement to which the Escrowed Shares will remain subject.
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS
Each of the Purchasers represents and warrants as to him or itself, as the case may be, to the Seller as follows:
ARTICLE V.
CONDITIONS TO THE CLOSING
The obligations of Seller to sell the Shares and Purchasers to purchase the Shares shall be subject to the simultaneous or prior fulfillment of each of the following conditions:
ARTICLE VI
INDEMNIFICATION
ARTICLE VII.
GENERAL PROVISIONS
If to the Seller:
Robert L. Watters
1810 Elmen
Houston, Texas 77019
Telecopy: (713) 942-9656
with copies to:
Chaffe, McCall, Phillips, Toler & Sarpy, L.L.P.
2300 Energy Center
1100 Poydras Street
New Orleans, Louisiana 70163
Attention: E. Howell Crosby, Esq.
Telecopy: (504) 585-7587
If to the Purchasers:
Langan McElroy
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14514 Kinghead Drive 1211 Choquette
Houston, Texas 77044 Austin, Texas 78757
Telecopy: (281) 820-1145 Telecopy: (512) 474-5605
with a copies to:
Hill, Ducloux, Carnes & Clark
400 W, 15th Street, Ste. 750
Austin, Texas 78701
Attention: H. Allen Hill, Esq.
Telecopy: (512) 474-5605
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IN WITNESS WHEREOF, the Purchasers and the Seller have each caused this Agreement to be executed by a duly authorized officer as of the date first written above.
WITNESSES: SELLER:
/s/ Vivian Tipps /s/ ROBERT L. WATTERS
/s/ Joel Seidner ROBERT L. WATTERS
ATTEST: PURCHASERS:
/s/ Vivian Tipps E.S. LANGAN, L.P.
/s/ Joel Seidner
By: /s/ ERIC LANGAN
Name: ERIC LANGAN
Title: General Partner
WITNESSES:
/s/ Vivian Tipps /s/ RALPH McELROY
/s/ Joel Seidner RALPH McELROY
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