SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 9)(1)
Mexican Restaurants, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common
--------------------------------------------------------------------------------
(Title of Class of Securities)
14712p104
--------------------------------------------------------------------------------
(CUSIP Number)
David Nierenberg
The D3 Family Fund
19605 NE 8th Street
Camas, WA 98607
360-604-8600
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 6, 2004
--------------------------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 16 Pages)
----------
(1) 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 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. 14712p104 13D Page 2 of 16 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
The D3 Family Fund, L.P. (David Nierenberg is president of the General
Partner, which is Nierenberg Investment Management Company.)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(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
Washington
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
545,306 common shares (16.1%)
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 545,306
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
962,800 shares (28.4%)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 14712p104 13D Page 3 of 16 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
The D3 Family Retirement Fund, L.P. (David Nierenberg is president of the
General Partner, which is Nierenberg Investment Management Company.)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(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
Washington
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
222,770 common shares (6.6%)
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 222,770
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
962,800 shares (28.4%)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 14712p104 13D Page 4 of 16 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
The D3 Family Bulldog Fund, L.P. (David Nierenberg is president of the
General Partner, which is Nierenberg Investment Management Company.)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(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
Washington
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
54,000 common shares (1.6%)
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 54,000
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
962,800 shares (28.4%)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 14712p104 13D Page 5 of 16 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
The D3 Children's Fund, L.P. (David Nierenberg is president of the General
Partner, which is Nierenberg Investment Management Company.)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(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
Washington
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
48,224 common shares (1.4%)
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 48,224
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
962,800 shares (28.4%)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 14712p104 13D Page 6 of 16 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
The D3 Offshore Fund, L.P. (David Nierenberg is president of the General
Partner, which is Nierenberg Investment Management Company.)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(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
Washington
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
92,500 common shares (2.7%)
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 92,500
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
962,800 shares (28.4%)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 14712p104 13D Page 7 of 16 Pages
________________________________________________________________________________
Item 1. Security and Issuer.
Common Stock of Mexican Restaurants, Inc. (CASA), 1135 Edgebrook,
Houston, Texas 77034-1899
________________________________________________________________________________
Item 2. Identity and Background.
(a) Name -
The D3 Family Fund, L.P. is a Washington State partnership, whose
principal business is investing in the equities of public micro-cap
issuers.
(b) Residence or business address;
Located at 19605 N.E. 8th St., Camas, Washington 98607
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which
such employment is conducted;
N/A
(d) Whether or not, during the last five years, such person has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and, if so, give the dates, nature of conviction,
name and location of court, any penalty imposed, or other disposition
of the case;
No convictions or administrative proceedings as described in 2 (d) and
(e).
(e) Whether or not, during the last five years, such person was 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;
and, if so, identify and describe such proceedings and summarize the
terms of such judgment, decree or final order; and
N/A
(f) Citizenship.
US
________________________________________________________________________________
Item 3. Source and Amount of Funds or Other Consideration.
Source of funds is money invested in the partnership by its partners.
________________________________________________________________________________
Item 4. Purpose of Transaction.
These purchases were made as a long term investment.
________________________________________________________________________________
Item 5. Interest in Securities of the Issuer.
(a) State the aggregate number and percentage of the class of securities
identified pursuant to Item 1 (which may be based on the number of
securities outstanding as contained in the most recently available
filing with the Commission by the issuer unless the filing person has
reason to believe such information is not current) beneficially owned
(identifying those shares which there is a right to acquire) by each
person named in Item 2. The above mentioned information should also be
furnished with respect to persons who, together with any of the persons
named in Item 2, comprise a group within the meaning of section
13(d)(3) of the Act;
D3 Family Fund has 545,306 common shares 16.1%.
(b) For each person named in response to paragraph (a), indicate the number
of shares as to which there is sole power to vote or to direct the
vote, sole power to dispose or to direct the disposition, or shared
power to dispose or to direct the disposition. Provide the applicable
information required by Item 2 with respect to each person with whom
the power to vote or to direct the vote or to dispose or direct the
disposition is shared;
D3 Family Fund owns and has sole voting power over 545,306 common
shares of CASA.
(c) Describe any transactions in the class of securities reported on that
were effected during the past sixty days or since the most recent
filing of Schedule 13D (ss. 240.13d-101), whichever is less, by the
persons named in response to paragraph (a). Instruction: The
description of a transaction required by Item 5(c) shall include, but
not necessarily be limited to: (1) The identity of the person covered
by Item 5(c) who effected the transaction; (2) the date of transaction;
(3) the amount of securities involved; (4) the price per share or unit;
and (5) where and how the transaction was effected.
N/A
(d) If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale
of, such securities, a statement to that effect should be included in
response to this item and, if such interest relates to more than five
percent of the class, such person should be identified. A listing of
the shareholders of an investment company registered under the
Investment Company Act of 1940 or the beneficiaries of an employee
benefit plan, pension fund or endowment fund is not required.
N/A
(e) If applicable, state the date on which the reporting person ceased to
be the beneficial owner of more than five percent of the class of
securities. Instruction: For computations regarding securities which
represent a right to acquire an underlying security, see Rule
13d-3(d)(1) and the note thereto.
N/A
________________________________________________________________________________
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
N/A
________________________________________________________________________________
Item 7. Material to be Filed as Exhibits.
N/A
________________________________________________________________________________
CUSIP No. 14712p104 13D Page 8 of 16 Pages
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.
Date: June 10, 2004 DAVID NIERENBERG
----------------
David Nierenberg
President
Nierenberg Investment Management Company,
Inc., the General Partner of The D3
Family Fund, L.P.
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: Provided, however, That a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION--Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001). (Secs. 13(d), 13(g), 14(d), 23, 48
Stat. 894, 895, 901; sec. 8, 49 Stat. 1379; sec. 203(a), 49 Stat. 704; sec. 10,
78 Stat. 88a; Secs. 2, 3, 82 Stat. 454, 455; secs. 1, 2, 3-5, 84 Stat. 1497;
sec. 18, 89 Stat. 155; secs. 202, 203, 91 Stat. 1494, 1498, 1499; 15 U.S.C.
78m(d), 78m(g), 78n(d), 78w) [44 FR 2145, Jan. 9, 1979; 44 FR 11751, Mar. 2,
1979; 44 FR 70340, Dec. 6, 1979; 47 FR 11466, Mar. 16, 1982; 61 FR 49959, Sept.
24, 1996; 62 FR 35340, July 1, 1997; 63 FR 2867, Jan. 16, 1998; 63 FR 15287,
Mar. 31, 1998]
CUSIP No. 14712p104 13D Page 9 of 16 Pages
________________________________________________________________________________
Item 1. Security and Issuer.
Common Stock of Mexican Restaurants, Inc. (CASA), 1135 Edgebrook,
Houston, Texas 77034-1899
________________________________________________________________________________
Item 2. Identity and Background.
(a) Name -
The D3 Family Retirement Fund, L.P. is a Washington State partnership,
whose principal business is investing in the equities of public
micro-cap issuers.
(b) Residence or business address;
Located at 19605 N.E. 8th St., Camas, Washington 98607
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which
such employment is conducted;
N/A
(d) Whether or not, during the last five years, such person has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and, if so, give the dates, nature of conviction,
name and location of court, any penalty imposed, or other disposition
of the case;
No convictions or administrative proceedings as described in 2 (d) and
(e).
(e) Whether or not, during the last five years, such person was 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;
and, if so, identify and describe such proceedings and summarize the
terms of such judgment, decree or final order; and
N/A
(f) Citizenship.
US
________________________________________________________________________________
Item 3. Source and Amount of Funds or Other Consideration.
Source of funds is money invested in the partnership by its partners.
________________________________________________________________________________
Item 4. Purpose of Transaction.
These purchases were made as a long term investment.
________________________________________________________________________________
Item 5. Interest in Securities of the Issuer.
(a) State the aggregate number and percentage of the class of securities
identified pursuant to Item 1 (which may be based on the number of
securities outstanding as contained in the most recently available
filing with the Commission by the issuer unless the filing person has
reason to believe such information is not current) beneficially owned
(identifying those shares which there is a right to acquire) by each
person named in Item 2. The above mentioned information should also be
furnished with respect to persons who, together with any of the persons
named in Item 2, comprise a group within the meaning of section
13(d)(3) of the Act;
D3 Family Retirement Fund has 222,770 common shares 6.6%.
(b) For each person named in response to paragraph (a), indicate the number
of shares as to which there is sole power to vote or to direct the
vote, sole power to dispose or to direct the disposition, or shared
power to dispose or to direct the disposition. Provide the applicable
information required by Item 2 with respect to each person with whom
the power to vote or to direct the vote or to dispose or direct the
disposition is shared;
D3 Family Retirement Fund owns and has sole voting power over 222,770
common shares of CASA.
(c) Describe any transactions in the class of securities reported on that
were effected during the past sixty days or since the most recent
filing of Schedule 13D (ss. 240.13d-101), whichever is less, by the
persons named in response to paragraph (a). Instruction: The
description of a transaction required by Item 5(c) shall include, but
not necessarily be limited to: (1) The identity of the person covered
by Item 5(c) who effected the transaction; (2) the date of transaction;
(3) the amount of securities involved; (4) the price per share or unit;
and (5) where and how the transaction was effected.
N/A
(d) If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale
of, such securities, a statement to that effect should be included in
response to this item and, if such interest relates to more than five
percent of the class, such person should be identified. A listing of
the shareholders of an investment company registered under the
Investment Company Act of 1940 or the beneficiaries of an employee
benefit plan, pension fund or endowment fund is not required.
N/A
(e) If applicable, state the date on which the reporting person ceased to
be the beneficial owner of more than five percent of the class of
securities. Instruction: For computations regarding securities which
represent a right to acquire an underlying security, see Rule
13d-3(d)(1) and the note thereto.
N/A
________________________________________________________________________________
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
N/A
________________________________________________________________________________
Item 7. Material to be Filed as Exhibits.
N/A
________________________________________________________________________________
CUSIP No. 14712p104 13D Page 10 of 16 Pages
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.
Date: June 10, 2004 DAVID NIERENBERG
----------------
David Nierenberg
President
Nierenberg Investment Management Company,
Inc., the General Partner of The D3
Family Retirement Fund, L.P.
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: Provided, however, That a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION--Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001). (Secs. 13(d), 13(g), 14(d), 23, 48
Stat. 894, 895, 901; sec. 8, 49 Stat. 1379; sec. 203(a), 49 Stat. 704; sec. 10,
78 Stat. 88a; Secs. 2, 3, 82 Stat. 454, 455; secs. 1, 2, 3-5, 84 Stat. 1497;
sec. 18, 89 Stat. 155; secs. 202, 203, 91 Stat. 1494, 1498, 1499; 15 U.S.C.
78m(d), 78m(g), 78n(d), 78w) [44 FR 2145, Jan. 9, 1979; 44 FR 11751, Mar. 2,
1979; 44 FR 70340, Dec. 6, 1979; 47 FR 11466, Mar. 16, 1982; 61 FR 49959, Sept.
24, 1996; 62 FR 35340, July 1, 1997; 63 FR 2867, Jan. 16, 1998; 63 FR 15287,
Mar. 31, 1998]
CUSIP No. 14712p104 13D Page 11 of 16 Pages
________________________________________________________________________________
Item 1. Security and Issuer.
Common Stock of Mexican Restaurants, Inc. (CASA), 1135 Edgebrook,
Houston, Texas 77034-1899
________________________________________________________________________________
Item 2. Identity and Background.
(a) Name -
The D3 Family Bulldog Fund, L.P. is a Washington State partnership,
whose principal business is investing in the equities of public
micro-cap issuers.
(b) Residence or business address;
Located at 19605 N.E. 8th St., Camas, Washington 98607
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which
such employment is conducted;
N/A
(d) Whether or not, during the last five years, such person has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and, if so, give the dates, nature of conviction,
name and location of court, any penalty imposed, or other disposition
of the case;
No convictions or administrative proceedings as described in 2 (d) and
(e).
(e) Whether or not, during the last five years, such person was 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;
and, if so, identify and describe such proceedings and summarize the
terms of such judgment, decree or final order; and
N/A
(f) Citizenship.
US
________________________________________________________________________________
Item 3. Source and Amount of Funds or Other Consideration.
Source of funds is money invested in the partnership by its partners.
________________________________________________________________________________
Item 4. Purpose of Transaction.
These purchases were made as a long term investment.
________________________________________________________________________________
Item 5. Interest in Securities of the Issuer.
(a) State the aggregate number and percentage of the class of securities
identified pursuant to Item 1 (which may be based on the number of
securities outstanding as contained in the most recently available
filing with the Commission by the issuer unless the filing person has
reason to believe such information is not current) beneficially owned
(identifying those shares which there is a right to acquire) by each
person named in Item 2. The above mentioned information should also be
furnished with respect to persons who, together with any of the persons
named in Item 2, comprise a group within the meaning of section
13(d)(3) of the Act;
D3 Family Bulldog Fund has 54,000 common shares 1.6%.
(b) For each person named in response to paragraph (a), indicate the number
of shares as to which there is sole power to vote or to direct the
vote, sole power to dispose or to direct the disposition, or shared
power to dispose or to direct the disposition. Provide the applicable
information required by Item 2 with respect to each person with whom
the power to vote or to direct the vote or to dispose or direct the
disposition is shared;
D3 Family Bulldog Fund owns and has sole voting power over 54,000
common shares of CASA.
(c) Describe any transactions in the class of securities reported on that
were effected during the past sixty days or since the most recent
filing of Schedule 13D (ss. 240.13d-101), whichever is less, by the
persons named in response to paragraph (a). Instruction: The
description of a transaction required by Item 5(c) shall include, but
not necessarily be limited to: (1) The identity of the person covered
by Item 5(c) who effected the transaction; (2) the date of transaction;
(3) the amount of securities involved; (4) the price per share or unit;
and (5) where and how the transaction was effected.
Date Shares Bought Price
----- ------------- ------
5/6/2004 25,000 $5.74
5/6/2004 9,700 5.85
5/7/2004 800 6.05
5/10/2004 8,000 6.04
5/19/2004 3,000 6.05
5/20/2004 7,500 6.04
(d) If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale
of, such securities, a statement to that effect should be included in
response to this item and, if such interest relates to more than five
percent of the class, such person should be identified. A listing of
the shareholders of an investment company registered under the
Investment Company Act of 1940 or the beneficiaries of an employee
benefit plan, pension fund or endowment fund is not required.
N/A
(e) If applicable, state the date on which the reporting person ceased to
be the beneficial owner of more than five percent of the class of
securities. Instruction: For computations regarding securities which
represent a right to acquire an underlying security, see Rule
13d-3(d)(1) and the note thereto.
N/A
________________________________________________________________________________
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
N/A
________________________________________________________________________________
Item 7. Material to be Filed as Exhibits.
N/A
________________________________________________________________________________
CUSIP No. 14712p104 13D Page 12 of 16 Pages
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.
Date: June 10, 2004 DAVID NIERENBERG
----------------
David Nierenberg
President
Nierenberg Investment Management Company,
Inc., the General Partner of The D3
Family Bulldog Fund, L.P.
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: Provided, however, That a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION--Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001). (Secs. 13(d), 13(g), 14(d), 23, 48
Stat. 894, 895, 901; sec. 8, 49 Stat. 1379; sec. 203(a), 49 Stat. 704; sec. 10,
78 Stat. 88a; Secs. 2, 3, 82 Stat. 454, 455; secs. 1, 2, 3-5, 84 Stat. 1497;
sec. 18, 89 Stat. 155; secs. 202, 203, 91 Stat. 1494, 1498, 1499; 15 U.S.C.
78m(d), 78m(g), 78n(d), 78w) [44 FR 2145, Jan. 9, 1979; 44 FR 11751, Mar. 2,
1979; 44 FR 70340, Dec. 6, 1979; 47 FR 11466, Mar. 16, 1982; 61 FR 49959, Sept.
24, 1996; 62 FR 35340, July 1, 1997; 63 FR 2867, Jan. 16, 1998; 63 FR 15287,
Mar. 31, 1998]
CUSIP No. 14712p104 13D Page 13 of 16 Pages
________________________________________________________________________________
Item 1. Security and Issuer.
Common Stock of Mexican Restaurants, Inc. (CASA), 1135 Edgebrook,
Houston, Texas 77034-1899
________________________________________________________________________________
Item 2. Identity and Background.
(a) Name -
The D3 Children's Fund, L.P. is a Washington State partnership, whose
principal business is investing in the equities of public micro-cap
issuers.
(b) Residence or business address;
Located at 19605 N.E. 8th St., Camas, Washington 98607
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which
such employment is conducted;
N/A
(d) Whether or not, during the last five years, such person has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and, if so, give the dates, nature of conviction,
name and location of court, any penalty imposed, or other disposition
of the case;
No convictions or administrative proceedings as described in 2 (d) and
(e).
(e) Whether or not, during the last five years, such person was 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;
and, if so, identify and describe such proceedings and summarize the
terms of such judgment, decree or final order; and
N/A
(f) Citizenship.
US
________________________________________________________________________________
Item 3. Source and Amount of Funds or Other Consideration.
Source of funds is money invested in the partnership by its partners.
________________________________________________________________________________
Item 4. Purpose of Transaction.
These purchases were made as a long term investment.
________________________________________________________________________________
Item 5. Interest in Securities of the Issuer.
(a) State the aggregate number and percentage of the class of securities
identified pursuant to Item 1 (which may be based on the number of
securities outstanding as contained in the most recently available
filing with the Commission by the issuer unless the filing person has
reason to believe such information is not current) beneficially owned
(identifying those shares which there is a right to acquire) by each
person named in Item 2. The above mentioned information should also be
furnished with respect to persons who, together with any of the persons
named in Item 2, comprise a group within the meaning of section
13(d)(3) of the Act;
D3 Children's Fund has 48,224 common shares 1.4%.
(b) For each person named in response to paragraph (a), indicate the number
of shares as to which there is sole power to vote or to direct the
vote, sole power to dispose or to direct the disposition, or shared
power to dispose or to direct the disposition. Provide the applicable
information required by Item 2 with respect to each person with whom
the power to vote or to direct the vote or to dispose or direct the
disposition is shared;
D3 Children's Fund owns and has sole voting power over 48,224 common
shares of CASA.
(c) Describe any transactions in the class of securities reported on that
were effected during the past sixty days or since the most recent
filing of Schedule 13D (ss. 240.13d-101), whichever is less, by the
persons named in response to paragraph (a). Instruction: The
description of a transaction required by Item 5(c) shall include, but
not necessarily be limited to: (1) The identity of the person covered
by Item 5(c) who effected the transaction; (2) the date of transaction;
(3) the amount of securities involved; (4) the price per share or unit;
and (5) where and how the transaction was effected.
N/A
(d) If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale
of, such securities, a statement to that effect should be included in
response to this item and, if such interest relates to more than five
percent of the class, such person should be identified. A listing of
the shareholders of an investment company registered under the
Investment Company Act of 1940 or the beneficiaries of an employee
benefit plan, pension fund or endowment fund is not required.
N/A
(e) If applicable, state the date on which the reporting person ceased to
be the beneficial owner of more than five percent of the class of
securities. Instruction: For computations regarding securities which
represent a right to acquire an underlying security, see Rule
13d-3(d)(1) and the note thereto.
N/A
________________________________________________________________________________
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
N/A
________________________________________________________________________________
Item 7. Material to be Filed as Exhibits.
N/A
________________________________________________________________________________
CUSIP No. 14712p104 13D Page 14 of 16 Pages
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.
Date: June 10, 2004 DAVID NIERENBERG
----------------
David Nierenberg
President
Nierenberg Investment Management Company,
Inc., the General Partner of The D3
Children's Fund, L.P.
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: Provided, however, That a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION--Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001). (Secs. 13(d), 13(g), 14(d), 23, 48
Stat. 894, 895, 901; sec. 8, 49 Stat. 1379; sec. 203(a), 49 Stat. 704; sec. 10,
78 Stat. 88a; Secs. 2, 3, 82 Stat. 454, 455; secs. 1, 2, 3-5, 84 Stat. 1497;
sec. 18, 89 Stat. 155; secs. 202, 203, 91 Stat. 1494, 1498, 1499; 15 U.S.C.
78m(d), 78m(g), 78n(d), 78w) [44 FR 2145, Jan. 9, 1979; 44 FR 11751, Mar. 2,
1979; 44 FR 70340, Dec. 6, 1979; 47 FR 11466, Mar. 16, 1982; 61 FR 49959, Sept.
24, 1996; 62 FR 35340, July 1, 1997; 63 FR 2867, Jan. 16, 1998; 63 FR 15287,
Mar. 31, 1998]
CUSIP No. 14712p104 13D Page 15 of 16 Pages
________________________________________________________________________________
Item 1. Security and Issuer.
Common Stock of Mexican Restaurants, Inc. (CASA), 1135 Edgebrook,
Houston, Texas 77034-1899
________________________________________________________________________________
Item 2. Identity and Background.
(a) Name -
The D3 Offshore Fund, L.P. is a Washington State partnership, whose
principal business is investing in the equities of public micro-cap
issuers.
(b) Residence or business address;
Located at 19605 N.E. 8th St., Camas, Washington 98607
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which
such employment is conducted;
N/A
(d) Whether or not, during the last five years, such person has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and, if so, give the dates, nature of conviction,
name and location of court, any penalty imposed, or other disposition
of the case;
No convictions or administrative proceedings as described in 2 (d) and
(e).
(e) Whether or not, during the last five years, such person was 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;
and, if so, identify and describe such proceedings and summarize the
terms of such judgment, decree or final order; and
N/A
(f) Citizenship.
US
________________________________________________________________________________
Item 3. Source and Amount of Funds or Other Consideration.
Source of funds is money invested in the partnership by its partners.
________________________________________________________________________________
Item 4. Purpose of Transaction.
These purchases were made as a long term investment.
________________________________________________________________________________
Item 5. Interest in Securities of the Issuer.
(a) State the aggregate number and percentage of the class of securities
identified pursuant to Item 1 (which may be based on the number of
securities outstanding as contained in the most recently available
filing with the Commission by the issuer unless the filing person has
reason to believe such information is not current) beneficially owned
(identifying those shares which there is a right to acquire) by each
person named in Item 2. The above mentioned information should also be
furnished with respect to persons who, together with any of the persons
named in Item 2, comprise a group within the meaning of section
13(d)(3) of the Act;
D3 Offshore Fund has 92,500 common shares 2.7%.
(b) For each person named in response to paragraph (a), indicate the number
of shares as to which there is sole power to vote or to direct the
vote, sole power to dispose or to direct the disposition, or shared
power to dispose or to direct the disposition. Provide the applicable
information required by Item 2 with respect to each person with whom
the power to vote or to direct the vote or to dispose or direct the
disposition is shared;
D3 Offshore Fund owns and has sole voting power over 92,500 common
shares of CASA.
(c) Describe any transactions in the class of securities reported on that
were effected during the past sixty days or since the most recent
filing of Schedule 13D (ss. 240.13d-101), whichever is less, by the
persons named in response to paragraph (a). Instruction: The
description of a transaction required by Item 5(c) shall include, but
not necessarily be limited to: (1) The identity of the person covered
by Item 5(c) who effected the transaction; (2) the date of transaction;
(3) the amount of securities involved; (4) the price per share or unit;
and (5) where and how the transaction was effected.
N/A
(d) If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale
of, such securities, a statement to that effect should be included in
response to this item and, if such interest relates to more than five
percent of the class, such person should be identified. A listing of
the shareholders of an investment company registered under the
Investment Company Act of 1940 or the beneficiaries of an employee
benefit plan, pension fund or endowment fund is not required.
N/A
(e) If applicable, state the date on which the reporting person ceased to
be the beneficial owner of more than five percent of the class of
securities. Instruction: For computations regarding securities which
represent a right to acquire an underlying security, see Rule
13d-3(d)(1) and the note thereto.
N/A
________________________________________________________________________________
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
N/A
________________________________________________________________________________
Item 7. Material to be Filed as Exhibits.
N/A
________________________________________________________________________________
CUSIP No. 14712p104 13D Page 16 of 16 Pages
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.
Date: June 10, 2004 DAVID NIERENBERG
----------------
David Nierenberg
President
Nierenberg Investment Management Company,
Inc., the General Partner of The D3
Offshore Fund, L.P.
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: Provided, however, That a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION--Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001). (Secs. 13(d), 13(g), 14(d), 23, 48
Stat. 894, 895, 901; sec. 8, 49 Stat. 1379; sec. 203(a), 49 Stat. 704; sec. 10,
78 Stat. 88a; Secs. 2, 3, 82 Stat. 454, 455; secs. 1, 2, 3-5, 84 Stat. 1497;
sec. 18, 89 Stat. 155; secs. 202, 203, 91 Stat. 1494, 1498, 1499; 15 U.S.C.
78m(d), 78m(g), 78n(d), 78w) [44 FR 2145, Jan. 9, 1979; 44 FR 11751, Mar. 2,
1979; 44 FR 70340, Dec. 6, 1979; 47 FR 11466, Mar. 16, 1982; 61 FR 49959, Sept.
24, 1996; 62 FR 35340, July 1, 1997; 63 FR 2867, Jan. 16, 1998; 63 FR 15287,
Mar. 31, 1998]