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BRAZIL FAST FOOD CORP - DEF 14A - 20040429 - SECURITY_OWNERS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information as of April 14, 2004
with respect to the beneficial ownership of our common stock by: (i) each
person known by us to be the beneficial owner of more than 5% of our
outstanding shares of common stock; (2) our Chief Executive Officer; and (iii)
each of our directors and nominees to become directors; and all executive
officers, directors and nominees as a group. The total number of our shares
outstanding as of April 14, 2004 was 7,837,177.
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Number of Shares
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Percent
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Name
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Beneficially Owned
(1)
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of Class
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AIG Latin America Equity Partners, Ltd.
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1,649,602
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(2)
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20.9
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%
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Peter J. F. van Voorst Vader
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4,588,764
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(3)
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56.8
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%
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Omar Carneiro da Cunha
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4,592,629
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(4)
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58.1
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%
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José Ricardo Bousquet Bomeny
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5,013,789
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(5)
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63.6
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%
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Stephen J. Rose
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241,745
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(6)
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3.0
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%
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Guillermo Hector Pisano
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4,375
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(7)
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*
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Gustavo Figueiredo Bomeny
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3,642,351
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(8)
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46.4
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%
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Ricardo Figueiredo Bomeny
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240,000
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(9)
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3.0
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%
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Rômulo Borges Fonseca
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4,162,351
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(10)
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52.6
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%
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CCC Empreendimentos e Participaoces Ltda.
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4,162,476
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(11)
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52.6
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%
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Mexford Resources
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770,000
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(12)
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9.8
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%
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All executive officers and directors
as a group (8 persons)
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4,641,661
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55.8
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%
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(1)
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Beneficial ownership means the sole or shared power to vote or direct the
voting of a security or the sole or shared power to invest or dispose or
direct the investment or disposition of a security. Except as otherwise
indicated, we believe that all named persons have sole voting power and
investment power with respect to their shares of common stock, except to
the extent that such authority is shared by spouses under applicable law,
and record and beneficial ownership with respect to their shares. This
table also includes any shares of common stock issuable upon exercise of
options or warrants that are currently exercisable or that will become
exercisable within 60 days of April 29, 2004.
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(2)
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Includes warrants that are exercisable for an aggregate of 35,813 shares
of common stock. Also includes 1,162,976 shares of common stock owned by
other stockholders who are parties to the 1999 Stockholders Agreement, as
amended, for which each of the parties, including AIGLAEP, has shared
voting power to elect our Board of Directors. AIGLAEP has dispositive
power over 450,813 shares of common stock, including shares underlying
options, subject to the terms of the 1999 Stockholders’ Agreement. The
address for AIG Latin America Equity Partners, Ltd. is 80 Pine Street, New
York, NY 10016.
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(3)
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Includes options to purchase 236,875 shares of common stock. Also
includes 123,213 shares of common stock owned by Shampi Investments
A.E.C., L.G., whose address is Smith Boulevard, Punta Brabo, Oranjstad,
Aruba, of which Mr. van Voorst Vader is the sole stockholder. Includes
1,134,301 shares of common stock beneficially owned by other stockholders
who are parties to the 1999 Stockholders’ Agreement, for which each of the
parties, including Mr. van Voorst Vader has shared voting power to elect our Board of Directors. Also includes 2,975,000 shares of common stock
beneficially owned by other stockholders who are parties to the 2002
Stockholders’ Agreement, for which each of the parties including Mr. van Voorst Vader, has shared voting power to elect
our Board of Directors. Mr. van
Voorst Vader has dispositive power over 449,463 shares of common stock,
including shares underlying options, subject to the terms of the 1999
Stockholders’ Agreement and the 2002 Stockholders’ Agreement. The address
for Mr. van Voorst Vader is Prudente de Moraes 1933/703, Ipanema 22420-043, Rio de Janeiro, Brazil.
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(4)
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Includes 122,328 shares of common stock owned by Seaview Ventures Group
Inc., whose address is The Creque Building, P.O. Box 116, Road Town,
Tortola, British Virgin Islands, of which Mr. Carneiro da Cunha is a
principal. Also includes options to purchase 58,750 shares of common
stock. Includes 1,436,551 shares of common stock beneficially owned by
other stockholders who are parties to the 1999 Stockholders’ Agreement,
for which each of the parties, including Mr. Carneiro da Cunha, has shared
voting power to elect our Board of Directors. Also includes 2,975,000 shares of common stock beneficially owned by other stockholders who are
parties to the 2002 Stockholders’ Agreement, for which each of the
parties, including Mr. Carneiro da Cunha, has shared voting power to elect
our Board of Directors. Mr. Carneiro da Cunha has dispositive power over
181,078 shares of common stock, including shares underlying options,
subject to the terms of the 1999 Stockholders’ Agreement and the 2002
Stockholders’ Agreement. The address for Mr. Carneiro da Cunha is c/o
Bond Consultoria Empresarial S/C Ltda., RU4 Voluntarios da Patria, 89 Sala
604, Botatogo, RJ, Brazil 22210-00.
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(5)
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Includes options to purchase 41,875 shares of common stock. Also
includes 875,000 shares of common stock owned by Big Burger Ltda., of
which Mr. Bomeny is a principal shareholder. Also includes 100,000 shares
owned by Big Burger Recife Ltda., of which Mr. Bomeny is a principal.
Includes 1,107,539 shares of common stock beneficially owned by other
stockholders who are parties to the 1999 Stockholders’ Agreement, for
which each of the parties, including Mr. Bomeny, has shared voting power
to elect our Board of Directors. Also includes 2,975,000 shares of common
stock beneficially owned by other stockholders who are parties to the 2002
Stockholders’ Agreement, for which each of the parties, including Mr.
Bomeny, has shared voting power to elect our Board of Directors. Mr.
Bomeny has dispositive power over 1,021,250 shares of common stock,
including shares underlying options, subject to the terms of the 1999
Stockholders’ Agreement and the 2002 Stockholders’ Agreement. The address
for Mr. Bomeny is c/o Big Burger Ltda., Rua Lauro Muller 116/2005, Rio de
Janeiro, Brazil.
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(6)
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Includes options to purchase 8,750 shares of common stock. Also includes
warrants owned by The Daedulus Retirement Fund, of which Mr. Rose is the
beneficiary, to purchase 12,500 shares of common stock, and warrants owned
by Latin American Investment Partners Ltd., of which Mr. Rose is a
principal, to purchase 37,288 shares of common stock. Also, includes
100,000 shares of common stock owned by The Daedulus Retirement Fund. The address for Mr. Rose is 10/11
Dacre Street, London, SW1H ODJ, United Kingdom.
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(7)
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Represents options to purchase 4,375 shares of common stock. The address
for Mr. Pisano is Rua Domingos Ferreira — 10 — Cob 01, Rio de Janeiro, RJ, Brazil, CEP22050-010.
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(8)
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Includes options to purchase 4,375 shares of common stock. Includes
3,137,976 shares of common stock owned by other stockholders who are
parties to the 2002 Stockholders’ Agreement, for which each of the
parties, including Mr. Bomeny, has shared voting power to elect our Board
of Directors. Mr. Bomeny has dispositive power over 504,375 shares of
common stock subject to the terms of the 2002 Stockholders’ Agreement.
The address for Mr. Bomeny is Rua Gal Tasso Fragoso, 33/3001, Jardim
Botanico, RJ, Brazil, CEP22470-170.
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(9)
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The address for Mr. Bomeny is Rua Gal Tasso Fragoso, 33, Bloco 3 Apto.
101, Rio de Janeiro, RJ, Brazil.
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(10)
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Includes 1,932,500 shares of common stock owned by CCC Emprendimentos e
Participaoces Ltda. of which Mr. Fonseca is a shareholder. Includes
62,500 warrants owned by CCC Emprendimentos e Participaoces Ltda. Also
includes options to purchase 4,375 shares of common stock. Also includes
2,162,976 shares of common stock owned by other stockholders who are
parties to the 2002 Stockholders’ Agreement, for which each of the
parties, including Mr. Fonseca, has shared voting power to elect our Board
of Directors. Mr. Fonseca has dispositive power over 1,999,375 shares of
common stock subject to the terms of the 2002 Stockholders’ Agreement. The
address for Mr. Fonseca is Rua Ibere de Nazareth, 140, Rio de Janeiro, RJ,
Brazil, CEP22793-780.
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(11)
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Includes 62,500 warrants owned by CCC Emprendimentos e Participaoces
Ltda. Also includes 2,162,976 shares of common stock beneficially owned
by other stockholders who are parties to the 2002 Stockholders’ Agreement,
for which each of the parties, including CCC Emprendimentos e
Participaoces Ltda. has shared voting power to elect our Board of
Directors. CCC Emprendimentos e Participaoces Ltda. has dispositive power
over 1,999,500 shares of common stock, including shares underlying
warrants, subject to the 2002 Stockholders’ Agreement. The address for
CCC Empreendimentos e Participaoces Ltda is Rodovia Washington Luiz, 5609
– Parte, Duque de Caxias, RJ, Brazil, CEP 25050-000.
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(12)
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The address for Mexford Resources is P.O. Box 3163, Chera Chambers, RD
Town, Tortola, British Virgin Islands.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On August 11, 1997 we entered into a stockholders’ agreement (the “1997
Stockholders’ Agreement”) with AIG Latin America Equity Partners, Ltd.,
referred to herein as “AIGLAEP,” and our then executive officers and directors,
and certain of their affiliates as a condition to the closing of a stock
purchase agreement with AIGLAEP, pursuant to which AIGLAEP purchased 375,000
shares of our common stock and warrants to purchase 62,500 shares of our common
stock.
Pursuant to the terms of the 1997 Stockholders’ Agreement, each of the
parties to that agreement agreed, among other things, to vote their respective
shares of our common stock to elect as directors one designee of AIGLAEP, two
designees of Shampi Investments A.E.C., two designees of Lawrence Burstein, one
of our former directors, and certain other of our former executive officers and
directors, and one designee of Big Burger Ltda.
The 1997 Stockholders’ Agreement provides that if we fail to achieve 75%
of our projected cumulative EBITDA (earnings before interest, taxes,
depreciation and amortization), as set forth in the 1997 Stockholders’
Agreement, for each of the periods from January 1, 1997 to December 31, 1999,
2000 or 2001, respectively, AIGLAEP could appoint such number of its designees
which, together with an expansion of the Board of Directors and the filling of
vacancies created by the resignation of certain directors serving at such time,
would then constitute a majority of our Board of Directors, thereby effecting a
change in our control.
We failed to achieve the performance targets for year ended December 31,
2000. Following negotiations with AIGLAEP, the 1997 Agreement was amended on
March 14, 2001, to provide, among other things, for the suspension, until the
completion of our audited financial statements for the year ended December 31,
2002, of AIGLAEP’s right to appoint a majority of our Board of Directors. In
partial consideration of AIGLAEP’s agreeing to the suspension and possible
termination of its right to take control of our Board of Directors and certain
of its prior approval rights, we issued to AIGLAEP warrants to purchase 35,813
shares of our common
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