UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Schedule
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 11)*
|
VCG Holding Corp.
|
|
(Name
of Issuer)
|
|
Common Stock, $0.0001 Par
Value
|
|
(Title
of Class of Securities)
|
Troy
Lowrie
c/o
VCG Holding Corp.
390
Union Blvd., Suite 540
Lakewood,
CO 80228
(303)
934-2424
E.
Lee Reichert
Trygve
E. Kjellsen
Kamlet
Reichert, LLP
950
Seventeenth Street, Suite 2400
Denver,
CO 80202
|
(303) 825-4200
|
|
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
|
|
November 9, 2010
|
|
(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 §§ 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 Rule 13d-7 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
(the “Exchange Act”) or otherwise subject to the liabilities of that section of
the Exchange Act but shall be subject to all other provisions of the Exchange
Act (however, see the Notes).
|
CUSIP
No. 91821K101
|
Schedule
13D
|
Page
2 of 16 Pages
|
|
1.
|
NAMES
OF REPORTING PERSON
|
|
|
|
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
Lowrie
Management, LLLP
|
|
|
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)
|
|
|
|
OO
|
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
¨
|
|
|
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
Colorado
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
SOLE
VOTING POWER
|
|
|
|
|
|
0
|
|
|
8.
SHARED
VOTING POWER
|
|
|
|
|
|
4,394,100
*
|
|
|
9.
SOLE
DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
10.
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
4,394,100*
|
|
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
4,394,100
|
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(See
Instructions)
|
¨
|
|
|
|
|
|
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
|
|
|
|
Approximately
27.0%**
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (See Instructions)
|
|
|
|
|
PN
|
|
* Lowrie
Investment Management, Inc., in its capacity as the General Partner of Lowrie
Management, LLLP, has voting and dispositive power of these shares on behalf of
Lowrie Management, LLLP.
** The
denominator is based on 16,292,071 shares of common stock, par value $0.0001 per
share (“Common Stock”), of VCG Holding Corp. (the “Company”) outstanding as of
August 9, 2010, as stated on the facing page of the Company’s Form 10-Q for the
quarter ended June 30, 2010.
|
CUSIP
No. 91821K101
|
Schedule
13D
|
Page 3
of 16 Pages
|
|
1.
|
NAMES
OF REPORTING PERSON
|
|
|
|
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
Lowrie
Investment Management, Inc.
|
|
|
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)
|
|
|
|
OO
|
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
¨
|
|
|
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
Colorado
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
SOLE
VOTING POWER
|
|
|
|
|
|
0
|
|
|
8.
SHARED
VOTING POWER
|
|
|
|
|
|
4,394,100
*
|
|
|
9.
SOLE
DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
10.
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
4,394,100*
|
|
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
4,394,100
|
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(See
Instructions)
|
¨
|
|
|
|
|
|
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
|
|
|
|
Approximately
27.0%**
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (See Instructions)
|
|
|
|
|
CO
|
|
* Lowrie
Investment Management, Inc., in its capacity as the General Partner of Lowrie
Management, LLLP, has voting and dispositive power of these shares on behalf of
Lowrie Management, LLLP.
** The
denominator is based on 16,292,071 shares of common stock, par value $0.0001 per
share (“Common Stock”), of VCG Holding Corp. (the “Company”) outstanding as of
August 9, 2010, as stated on the facing page of the Company’s Form 10-Q for the
quarter ended June 30, 2010.
|
CUSIP
No. 91821K101
|
Schedule
13D
|
Page 4
of 16 Pages
|
|
1.
|
NAMES
OF REPORTING PERSON
|
|
|
|
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
Troy
Lowrie
|
|
|
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)
|
|
|
|
OO
|
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
¨
|
|
|
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
United
States of America
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
SOLE
VOTING POWER
|
|
|
|
|
|
549,189
|
|
|
8.
SHARED
VOTING POWER
|
|
|
|
|
|
4,394,100
*
|
|
|
9.
SOLE
DISPOSITIVE POWER
|
|
|
|
|
|
549,189
|
|
|
10.
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
4,394,100*
|
|
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
4,943,289**
|
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(See
Instructions)
|
¨
|
|
|
|
|
|
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
|
|
|
|
Approximately
30.3%***
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (See Instructions)
|
|
|
|
|
IN
|
|
* Lowrie
Investment Management, Inc., in its capacity as the General Partner of Lowrie
Management, LLLP, has voting and dispositive power of these shares on behalf of
Lowrie Management, LLLP. Mr. Lowrie is the President of Lowrie
Investment Management, Inc., the General Partner of Lowrie Management,
LLLP.
** Includes
4,394,100 shares owned by Lowrie Management, LLLP. Mr. Lowrie is the
President of Lowrie Investment Management, Inc., the General Partner of Lowrie
Management, LLLP.
*** The
denominator is based on 16,292,071 shares of common stock, par value $0.0001 per
share (“Common Stock”), of VCG Holding Corp. (the “Company”) outstanding as of
August 9, 2010, as stated on the facing page of the Company’s Form 10-Q for the
quarter ended June 30, 2010.
|
CUSIP
No. 91821K101
|
Schedule
13D
|
Page 5
of 16 Pages
|
|
1.
|
NAMES
OF REPORTING PERSON
|
|
|
|
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
Micheal
Ocello
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
|
|
|
|
|
|
|
(a)
o
|
|
|
|
(b)
¨
|
|
|
3.
|
SEC
USE ONLY
|
|
|
|
|
|
|
4.
|
SOURCE
OF FUNDS (See Instructions)
|
|
|
|
OO
|
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
¨
|
|
|
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
United
States of America
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
SOLE
VOTING POWER
|
|
|
|
|
|
37,589*
|
|
|
8.
SHARED
VOTING POWER
|
|
|
|
|
|
158,000
**
|
|
|
9.
SOLE
DISPOSITIVE POWER
|
|
|
|
|
|
37,589
|
|
|
10.
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
158,000**
|
|
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
195,589***
|
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(See
Instructions)
|
¨
|
|
|
|
|
|
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
|
|
|
|
Approximately
1.2%****
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (See Instructions)
|
|
|
|
|
IN
|
|
* This
does not include 30,000 shares of Common Stock underlying options to
purchase stock that are currently not exercisable within 60 days of the
date hereof.
**
Micheal
Ocello, in his capacity as Managing Member of LTD Investment Group, LLC, has
voting and dispositive power of these shares on behalf of LTD Investment Group,
LLC.
*** Includes
158,000 shares owned by LTD Investment Group, LLC. Mr. Ocello is the
Managing Member of LTD Investment Group, LLC.
****
The
denominator is based on 16,292,071 shares of common stock, par value $0.0001 per
share (“Common Stock”), of VCG Holding Corp. (the “Company”) outstanding as of
August 9, 2010, as stated on the facing page of the Company’s Form 10-Q for the
quarter ended June 30, 2010.
|
CUSIP
No. 91821K101
|
Schedule
13D
|
Page 6
of 16 Pages
|
|
1.
|
NAMES
OF REPORTING PERSON
|
|
|
|
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
LTD
Investment Group, LLC
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
|
|
|
|
|
|
|
(a)
o
|
|
|
|
(b)
¨
|
|
|
3.
|
SEC
USE ONLY
|
|
|
|
|
|
|
4.
|
SOURCE
OF FUNDS (See Instructions)
|
|
|
|
OO
|
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
¨
|
|
|
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
Missouri
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
SOLE
VOTING POWER
|
|
|
|
|
|
0
|
|
|
8.
SHARED
VOTING POWER
|
|
|
|
|
|
158,000
**
|
|
|
9.
SOLE
DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
10.
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
158,000**
|
|
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
158,000**
|
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(See
Instructions)
|
¨
|
|
|
|
|
|
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
|
|
|
|
Approximately
1.0%***
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (See Instructions)
|
|
|
|
|
OO*
|
|
*
LTD
Investment Group, LLC is a Missouri limited liability company.
**
Micheal
Ocello, in his capacity as Managing Member of LTD Investment Group, LLC, has
voting and dispositive power of these shares on behalf of LTD Investment Group,
LLC.
***
The
denominator is based on 16,292,071 shares of common stock, par value $0.0001 per
share (“Common Stock”), of VCG Holding Corp. (the “Company”) outstanding as of
August 9, 2010, as stated on the facing page of the Company’s Form 10-Q for the
quarter ended June 30, 2010.
|
CUSIP
No. 91821K101
|
Schedule
13D
|
Page 7
of 16 Pages
|
|
1.
|
NAMES
OF REPORTING PERSON
|
|
|
|
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
Family
Dog, LLC
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
|
|
|
|
|
|
|
(a)
o
|
|
|
|
(b)
¨
|
|
|
3.
|
SEC
USE ONLY
|
|
|
|
|
|
|
4.
|
SOURCE
OF FUNDS (See Instructions)
|
|
|
|
N/A
|
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
¨
|
|
|
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
Colorado
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
SOLE
VOTING POWER
|
|
|
|
|
|
0
|
|
|
8.
SHARED
VOTING POWER
|
|
|
|
|
|
0
|
|
|
9.
SOLE
DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
10.
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
0
|
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(See
Instructions)
|
¨
|
|
|
|
|
|
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
|
|
|
|
0.0%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (See Instructions)
|
|
|
|
|
OO*
|
|
*
Family
Dog, LLC is a Colorado limited liability company.
|
CUSIP
No. 91821K101
|
Schedule
13D
|
Page 8
of 16 Pages
|
|
1.
|
NAMES
OF REPORTING PERSON
|
|
|
|
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
FD
Acquisition Co.
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
|
|
|
|
|
|
|
(a)
o
|
|
|
|
(b)
¨
|
|
|
3.
|
SEC
USE ONLY
|
|
|
|
|
|
|
4.
|
SOURCE
OF FUNDS (See Instructions)
|
|
|
|
N/A
|
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
¨
|
|
|
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
Colorado
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
SOLE
VOTING POWER
|
|
|
|
|
|
0
|
|
|
8.
SHARED
VOTING POWER
|
|
|
|
|
|
0
|
|
|
9.
SOLE
DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
10.
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
0
|
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(See
Instructions)
|
¨
|
|
|
|
|
|
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
|
|
|
|
0.0%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (See Instructions)
|
|
|
|
|
CO
|
|
|
CUSIP
No. 91821K101
|
Schedule
13D
|
Page 9
of 16 Pages
|
INTRODUCTORY
STATEMENT
This
Amendment No. 11 to Schedule 13D (this “Amendment”) amends and supplements the
items set forth below of Amendment No. 5 filed on November 18, 2009 (“Amendment
No. 5”), Amendment No. 6 filed on December 7, 2009 (“Amendment No. 6”),
Amendment No. 7 filed on December 15, 2009 (“Amendment No. 7”), Amendment No. 8
filed on February 18, 2010 (“Amendment No. 8”), Amendment No. 9 filed on July
22, 2010 (“Amendment No. 9”), and Amendment No. 10 filed on August 6, 2010
(“Amendment No. 10”) (collectively, the “Prior Schedule 13Ds”), by (i) Lowrie
Management, LLLP (“Lowrie Management”), Lowrie Investment Management, Inc.
(“Lowrie Investment”), and Troy Lowrie (collectively, the “Original Reporting
Persons”); (ii) LTD Investment Group, LLC, and Micheal Ocello (collectively, the
“Rollover Reporting Persons”); (iii) Family Dog, LLC (“Parent”); and (iv) FD
Acquisition Co. (“MergerSub” and, together with the Original Reporting Persons,
the Rollover Reporting Persons and Parent, the “Reporting Persons”), relating to
the common stock, par value $0.0001 per share (“Common Stock”) of VCG Holding
Corp., a Colorado corporation (the “Company”). This Amendment amends the
information previously set forth in the Prior Schedule 13Ds in Items 2, 3, 4, 5,
6 and 7 below. There are no material changes to the information provided in Item
1 of the Prior Schedule 13Ds.
Originally,
Lowrie Management filed with the Securities and Exchange Commission (the “SEC”)
a statement on Schedule 13D on March 31, 2005 (the “First Schedule 13D”), as
amended by Amendment No. 1 on April 10, 2006. Troy Lowrie filed with the SEC a
separate statement on Schedule 13D and Amendment No. 1 thereto on the same dates
as Lowrie Management filed the First Schedule 13D and Amendment No. 1 thereto.
The Original Reporting Persons consolidated their Schedule 13D filings in
Amendment No. 2 filed on November 14, 2007, as amended by Amendment No. 3 filed
on September 29, 2009 by the Original Reporting Persons, and as further amended
by Amendment No. 4 filed on November 3, 2009 by the Original Reporting Persons
and the Rollover Reporting Persons.
Unless
otherwise noted, capitalized terms used herein without definitions shall have
the meanings assigned to them in Amendment No. 5.
Item
2. Identity and Background
Item
2 to the Schedule 13D is amended and restated in its entirety to read as
follows:
(a), (b)
and (c) This Amendment is being filed on behalf of each of the Reporting Persons
pursuant to Section 13(d) of the Exchange Act, with respect to the shares of
Common Stock described in this Amendment. The Reporting Persons are making a
single joint amendment filing pursuant to Rule 13d-1(k)(1). The Reporting
Persons are filing this Amendment because they may be deemed to be a “group”
within the meaning of Section 13(d)(3) of the Exchange Act, with respect to the
transaction described in Item 4 of this Amendment. Except as expressly otherwise
set forth in this Amendment, each Reporting Person disclaims beneficial
ownership of the shares of Common Stock beneficially owned by any other
Reporting Person or any other person.
Lowrie
Management is a Colorado limited liability limited partnership and its principal
business is to own and operate adult entertainment nightclubs at various
locations throughout the United States. Lowrie Investment, is the General
Partner of Lowrie Management, and Manager of Parent. Mr. Lowrie is the President
of Lowrie Management, Lowrie Investment Management, Parent and MergerSub; the
Chairman of the board of directors and Chief Executive Officer of the Company;
and the sole director of MergerSub. Micheal Ocello is the President and Chief
Operating Officer of the Company and the Managing Member of LTD Investment
Group, LLC. LTD Investment Group, LLC, a Missouri limited liability company, is
a company that Mr. Ocello uses for his investment purposes. Parent, a Colorado
limited liability company, is the sole owner of MergerSub and will be the
holding company for the surviving corporation of the Merger (as defined in Item
4). MergerSub is a Colorado corporation and was formed to consummate the Merger
with the Company.
For
purposes of this Amendment, each of the Reporting Persons has an address at: c/o
VCG Holding Corp., 390 Union Blvd., Suite 540, Lakewood, CO 80228.
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Tom
O’Hara, a mortgage banker with Affiliated Financial Group, Inc., Vali Lou
Lowrie-Reed, a homemaker and Mr. Lowrie’s sister, and the Vali Lou Lowrie-Reed
Trust, a trust for the sole benefit of Ms. Lowrie-Reed, were previously included
among the Rollover Reporting Persons and the Reporting Persons. As of November
9, 2010, Mr. O’Hara, Ms. Lowrie-Reed and the Vali Lou Lowrie-Reed Trust have
terminated their intent to participate in the transaction described in Item 4 of
this Amendment and their participation in the Joint Filing Agreement,
dated July 20, 2010 pursuant to an amendment thereto dated November 9,
2010, a copy of which is filed as Exhibit 7.16 to this Amendment (the “Amendment
to the Joint Filing Agreement”). In addition, the Power of Attorney, dated as of
July 20, 2010, which appointed Mr. Lowrie as their attorney in fact to, among
other things, execute and file a Schedule 13D and amendments thereto, has been
terminated as such Power of Attorney relates to Mr. O’Hara, Ms. Lowrie-Reed and
the Vali Lou Lowrie-Reed Trust. As result of the foregoing, Mr. O’Hara, Ms.
Lowrie-Reed and the Vali Lou Lowrie-Reed Trust are excluded from the definitions
of the Rollover Reporting Person and the Reporting Persons in this
Amendment.
(d) and
(e) During the last five years, no Reporting Person has been: (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors); or
(ii) been 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.
(f)
Messrs Lowrie and Ocello are citizens of the United States of
America.
Item
3. Source and Amounts of Funds or Other
Consideration.
Item 3 to
the Schedule 13D is amended and restated in its entirety to read as
follows::
The
Reporting Persons’ beneficial holdings of the Company’s Common Stock were
acquired (i) by the Reporting Persons prior to the Company’s initial public
offering of securities; (ii) by Lowrie Management as a result of Lowrie
Management’s July 1, 2003 election to convert the entire principal amount of a
certain Convertible Promissory Note, dated June 30, 2002, together with accrued
interest thereon at the conversion rate of $1.00 per share; (iii) by Lowrie
Management in exchange for the cancellation of $10,000,000 of outstanding
promissory notes held by Lowrie Management on October 30, 2007; (iv) by Mr.
Lowrie, Mr. Ocello and LTD Investment Group, LLC, on behalf of Mr. Ocello, as
consideration for their service as officers, directors and/or employees of the
Company; (v) by Lowrie Management as consideration for the sale of certain
nightclub properties by Lowrie Management to the Company; and (vii) by Lowrie
Management through open market purchases.
With respect to the proposed
transaction described in Item 4 of this Schedule 13D (which Item 4 is
incorporated herein by reference), the Reporting Persons estimate that the
amount of funds that would be required to purchase all of the shares of
outstanding Common Stock to be converted in the Merger (as defined in Item 4)
into the right to receive the Merger Consideration (as defined in Item 4) (other
than shares held by the Company or the Reporting Persons) is approximately
$25,000,000. The Reporting Persons anticipate that the financing necessary to
consummate the Merger will come from a variety of sources, including, without
limitation, the following: (i) a private third party equity financing by Parent;
(ii) currently existing debt facility which is available to Lowrie Management
and may be drawn upon, lent to or invested in Parent; and (iii) other mezzanine
debt facilities that Parent expects to be available to Parent on commercially
reasonable terms. The Reporting Persons currently expect that all other costs,
expenses and liabilities of the Company arising out of or relating to the Merger
shall be paid by the Company from cash available to the Company immediately
prior to the Merger.
The
information set forth in response to this Item 3 is qualified in its entirety by
reference to Item 4, the Reaffirmed Proposal, the Reaffirmation Letter, the
Merger, the Merger Consideration, the Fourth Extension Agreement, and the Merger
Agreement, each as defined in Item 4, and each of which is incorporated herein
by reference.
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Item
4. Purpose of Transaction.
Item 4 is
hereby amended and restated in its entirety as follows:
On
November 3, 2009, Mr. Lowrie and Lowrie Management, on behalf of Parent, a
then-unformed entity, presented to the board of directors of the Company (the
“Board of Directors”) a proposal to acquire, subject to certain conditions, all
of the outstanding shares of Common Stock of the Company (other than that held
by the Reporting Persons) for $2.10 per share in a cash merger transaction (the
“Original Proposal”). Certain terms of the Original Proposal currently
contemplated by the Reporting Persons are set forth in the letter to the Board
of Directors (the “Original Proposal Letter”) and Summary of Proposed
Transaction (the “Summary of Original Proposal”), each dated November 3, 2009.
In connection with the Original Proposal, Mr. Lowrie formed Parent and MergerSub
on November 6, 2009 by filing articles of organization and articles of
incorporation, respectively, with the Colorado Secretary of State.
On November 3, 2009, the Company
announced that the Board of Directors had formed a special committee solely of
independent directors, as defined under the Nasdaq independence rules (the
“Special Committee”), to consider the terms and conditions of the Original
Proposal and to recommend to the Board of Directors whether to approve the
Original Proposal. The Special Committee shortly thereafter retained separate
legal and financial advisors to assist and advise it in connection with the
Original Proposal.
Pursuant
to the Original Proposal Letter, Mr. Lowrie and Lowrie Management held the
Original Proposal open until November 18, 2009. To allow the Original Special
Committee sufficient time to consider and review the Original Proposal,
independently and with its legal and financial advisors, the Original Proposal
was extended on November 17, 2009, December 4, 2009 and on December 14, 2009,
the latter of which extended the Original Proposal until 5:00 p.m. M.S.T. on
December 24, 2009.
On
December 3, 2009, the Company, Parent, Mr. Lowrie and Lowrie Management executed
a letter agreement (the “Standstill Agreement”). The Standstill Agreement was
filed as Exhibit 7.08 to Amendment No. 6 and is incorporated herein by
reference.
On
December 16, 2009, the Special Committee met to review the Original Proposal,
and following extensive discussion, the Special Committee determined that the
terms of the Original Proposal were inadequate. In addition, on December 16,
2009, the Special Committee informed its financial advisors to contact any
parties that had either previously expressed an interest or might potentially be
interested in pursuing a transaction with the Company.
On
February 16, 2010, the Company, Rick’s Cabaret International, Inc., a Texas
corporation (“RCI”), Troy Lowrie and Lowrie Management entered into a
non-binding (except as to certain provisions, including exclusivity and
confidentiality) letter of intent (the “RCI Letter of Intent”). Pursuant to the
RCI Letter of Intent, RCI agreed to acquire all of the outstanding shares of
Common Stock of the Company and the Company would merge with and into a RCI or a
newly formed wholly-owned subsidiary of RCI (the “RCI Merger”).
As a
result of the RCI Letter of Intent and the RCI Merger, the Reporting Persons
were no longer a “group” within the meaning of Section 13(d)(3) of the Exchange
Act with the intent to acquire control of the Company.
However,
the RCI Letter of Intent expired on March 31, 2010 and no merger agreement or
other definitive documentation was entered into by the parties. On April 30,
2010, the Company announced that it had dissolved the Special
Committee.
On July
20, 2010, Troy Lowrie and Lowrie Management, on behalf of Parent, reaffirmed to
the Board of Directors its willingness to pursue the terms of its Original
Proposal, pursuant to which Parent would acquire, subject to certain conditions,
all of the outstanding shares of Common Stock of the Company (other than shares
of Common Stock held by the Company or the Reporting Persons) for $2.10 per
share in a cash merger transaction (the “Reaffirmed Proposal”). Certain terms of
the Reaffirmed Proposal contemplated by the Reporting Persons are set forth in
the letter to the Board of Directors (the “Reaffirmation Letter”) and Summary of
the Proposed Transaction (the “Summary of Proposed Transaction”), each dated
July 20, 2010.
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On July
22, 2010, the Company announced that the Board of Directors had reconstituted
the Special Committee solely with independent directors, as defined under the
Nasdaq independence rules, consisting of George Sawicki, David Levine and
Carolyn Romero, to consider the terms and conditions of the Reaffirmed Proposal
and to recommend to the Board of Directors whether to approve the Reaffirmed
Proposal. The Special Committee shortly thereafter retained separate legal and
financial advisors to assist and advice it in connection with the Reaffirmed
Proposal. On August 20, 2010, after consultation with its advisors, the Special
Committee again determined that the terms of the Reaffirmed Proposal were
currently inadequate.
Through a
series of negotiations between Parent and the Special Committee, Parent agreed,
among other things, to increase the purchase price per share to $2.25. On
November 9, 2010, Parent and the Special Committee executed the Merger Agreement
(the “Merger Agreement”) pursuant to which Parent would acquire, through
MergerSub and subject to certain conditions, all of the outstanding shares of
Common Stock of the Company (other than shares of Common Stock held by the
Company or the Reporting Persons) for $2.25 per share and would merge with and
into the Company with the Company as the surviving corporation (the “Merger”).
The Merger Agreement, a copy of which is filed as Exhibit 7.17 to this
Amendment, is incorporated herein by reference.
Prior to
the Merger, the Reporting Persons would contribute all of the shares of Common
Stock owned by them to Parent in exchange for equity interests in Parent. In the
Merger, the outstanding shares of Common Stock (other than those held by the
Company and the Reporting Persons) would be converted into the right to receive
a cash payment equal to $2.25 per share (the “Merger Consideration”). Shares of
Common Stock held by Parent (other than the MergerSub) would be cancelled
without any right to receive any cash payment. Each share of Common Stock held
by MergerSub would be converted into one share of Common Stock in the Company
after the consummation of the Merger. All outstanding employee stock options to
purchase shares of Common Stock would be terminated and, if vested, converted
into the right to receive in cash, for each share of Common Stock, subject to
the employee stock option, the excess, if any, of the Merger Consideration over
the exercise price of the employee stock option, without interest.
Following
consummation of the Merger: (i) all shares of Common Stock would be delisted
from the Nasdaq Global Market; (ii) the Reporting Persons intend to deregister
all shares of Common Stock as authorized by the Exchange Act and the Company
would cease to be a reporting company; (iii) the Reporting Persons expect that
the Company would continue to operate its business as currently conducted; (iv)
all members of the Board of Directors of the Company, other than Mr. Lowrie,
would resign as directors, and all officers of the Company, other than Mr.
Lowrie, would resign as officers and Lowrie Investment, would be the sole
manager of Parent, and Mr. Lowrie would be the sole officer and director of the
Company.
Both the
Merger Agreement and the Merger have been unanimously approved by the Board of
Directors and the Special Committee. The Merger is also required to be approved
by (i) the Company’s shareholders holding at least a majority of the votes
entitled to be cast (the “Company Requisite Vote”) and (ii) a majority of the
votes actually cast at a special meeting of shareholders (the “Special Requisite
Vote”), provided, however, that the votes cast by any of the Reporting Persons,
any abstaining votes, and broker non-votes will not be taken into account for
any purpose with regard to the Special Requisite Vote (e.g. in calculating votes
cast in favor or total votes cast). The Reporting Persons collectively
beneficially own approximately 31.5% of the total outstanding votes of Common
Stock entitled to vote on the Merger as a single class and intend to vote for
the Merger for the purposes of the Company Requisite Vote; however, such votes
will not be counted towards the Special Requisite Vote.
The
foregoing is a summary of the Merger Agreement and is qualified in its entirety
by reference to the Merger Agreement. A proxy statement will be distributed to
shareholders upon completion thereof. Shareholders should read the Company’s
proxy statement, the Merger Agreement and other relevant documents regarding the
Merger filed with the SEC when they become available because they will contain
important information relevant to the decision to approve the Merger.
Shareholders will be able to receive these documents, as well as other documents
filed by the Reporting Persons or Parent or its affiliates with respect to the
Merger, free of charge at the Commission’s web site,
www.sec.gov
.
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Other
than as set forth above, the Reporting Persons have no plans or proposals that
relate to or would result in any of the events set forth in Items 4(a) through
(j) of Schedule 13D. However, if the Merger Agreement is not consummated for any
reason, the Reporting Persons intend to review continuously the Company’s
business affairs, capital needs and general industry and economic conditions,
and, based on such review, the Reporting Persons may, from time to time,
determine to increase their ownership of Common Stock, approve an extraordinary
corporate transaction with regard to the Company or engage in any of the events
set forth in Items 4(a) through (j) of Schedule 13D, except that the Reporting
Persons currently have no intention of selling any shares of Common
Stock.
The
information set forth and/or incorporated by reference in Items 2 and 3 is
hereby incorporated by reference into this Item 4.
Item
5. Securities of the Issuer.
Item 5 to
the Schedule 13D is amended and restated in its entirety to read as
follows:
(a) As of
the date hereof, Mr. Lowrie is deemed to beneficially own 4,943,289 shares of
Common Stock, including, by virtue of his relationship with Lowrie Management,
4,394,100 shares of Common Stock held by Lowrie Management, which constitute
approximately 30.3% of the outstanding shares of Common Stock. As of the date
hereof, Lowrie Management is deemed to beneficially own 4,394,100 shares of
Common Stock, which constitute approximately 27.0% of the outstanding shares of
Common Stock. As of the date hereof, Lowrie Investment Management, by virtue of
its relationship with respect to Lowrie Management, may be deemed to
beneficially own 4,394,100 shares of Common Stock, which constitute
approximately 27.0% of the outstanding shares of Common Stock. Lowrie Investment
Management owns no shares of Common Stock and, without implying the beneficial
ownership of shares of Common Stock by any other Reporting Person other than as
expressly set forth herein, disclaims beneficial ownership of any shares
beneficially owned by any other Reporting Person or any other
person.
As of the
date hereof, Micheal Ocello is deemed to beneficially own 195,589 shares of
Common Stock, including, by virtue of his relationship with LTD Investment
Group, LLC, 158,000 shares of Common Stock held by LTD Investment Group, LLC,
which constitute approximately 1.2% of the outstanding shares of Common Stock.
As of the date hereof, LTD Investment Group, LLC is deemed to beneficially own
158,000 shares of Common Stock, which constitute approximately 1.0% of the
outstanding shares of Common Stock.
As of the
date hereof, Family Dog, LLC and FD Acquisition Co. own no shares of Common
Stock and expressly disclaim beneficial ownership of the shares of Common Stock
beneficially owned by any other Reporting Person or any other
person.
The
percentages of Common Stock set forth for the Reporting Persons in this Item 5
were calculated based on 16,292,071 shares of Common Stock of the Company
outstanding as of August 9, 2010, as stated on the facing page of the Company’s
Form 10-Q for the quarter ended June 30, 2010.
Pursuant
to the Amendment to the Joint Filing Agreement and withdrawal of Tom O’Hara,
Vali Lou Lowrie-Reed, and the Vali Lou Lowrie-Reed Trust from the Rollover
Reporting Persons and the Reporting Person, the shares of Common Stock of such
parties has been excluded from the Common Stock held by the Reporting
Persons.
(b) Each
of Lowrie Management, Lowrie Investment Management, as the General Partner of
Lowrie Management, and Troy Lowrie, as the President of Lowrie Management and
Lowrie Investment Management, has the shared power to vote or direct the vote
and shared power to dispose or to direct the disposition of 4,394,100 shares of
Common Stock. Each of LTD Investment Group, LLC and Micheal Ocello, as the
Managing Member of LTD Investment Group, LLC, has the shared power to vote or
direct the vote and shared power to dispose or to direct the disposition of
158,000 shares of Common Stock.
Neither
Lowrie Management, Lowrie Investment Management, LTD Investment Group, LLC,
Family Dog, LLC nor FD Acquisition Co. has the sole power to vote or direct the
vote or sole power to dispose or to direct the disposition of any shares of
Common Stock.
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Troy
Lowrie has the sole power to vote or direct the vote and the sole power to
dispose or to direct the disposition of 549,189 shares of Common Stock. Micheal
Ocello has the sole power to vote or direct the vote and the sole power to
dispose or to direct the disposition of 37,589 shares of Common
Stock.
(c)
No Reporting Person has effected any transactions in Common Stock during the
past sixty days or since the most recent filing on Schedule 13D.
(d)
Except for the Reporting Persons, no 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, the shares of Common Stock referred to in paragraphs (a) and
(b) above.
(e)
Not applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Item 6 to
the Schedule 13D is amended and restated in its entirety to read as
follows:
Items 3
and 4 of this Amendment are incorporated herein by reference. The information
set forth in response to this Item 6 is qualified in its entirety by reference
to (i) the Original Proposal Letter, a copy of which was filed as Exhibit 7.02
to Amendment No. 4; (ii) the Summary of Original Proposal, a copy of which was
filed as Exhibit 7.03 to Amendment No. 4; (iii) the Original Extension Letter, a
copy of which was filed as Exhibit 7.05 to Amendment No. 5; (iv) the Second
Extension Letter, a copy of which was filed as Exhibit 7.07 to Amendment No. 6;
(v) the Standstill Agreement, a copy of which was filed as Exhibit 7.08 to
Amendment No. 6, (vi) the Third Extension Letter, a copy of which was filed as
Exhibit 7.09 to Amendment No. 7; (vii) the Termination of Joint Filing
Agreement, a copy of which was filed as Exhibit 7.10 to Amendment No. 8; (viii)
the Reaffirmation Letter, dated July 20, 2010, a copy of which was filed as
Exhibit 7.13 to Amendment No. 9; (ix) the Summary of the Proposed Transaction,
dated July 20, 2010, a copy of which was filed as Exhibit 7.14 to Amendment No.
9; (x) the Fourth Proposal Extension Letter, a copy of which is filed as Exhibit
7.15 to Amendment No. 10, and (xi) the Amendment to the Joint Filing Agreement,
a copy of which is filed hereto as Exhibit 7.16 to this Amendment, and (xii) the
Agreement and Plan of Merger dated November 9, 2010, a copy of which is filed as
Exhibit 7.17 to this Amendment, all of which are incorporated herein by
reference.
The
Reporting Persons, Tom O’Hara, Vali Lou Lowrie-Reed and the Vali Lou Lowrie-Reed
Trust entered into a Joint Filing Agreement, dated July 20, 2010, a copy of
which was filed as Exhibit 7.11 to Amendment No. 9, and incorporated herein by
reference. On July 20, 2010, the Reporting Persons, Tom O’Hara, Vali Lou
Lowrie-Reed and the Vali Lou Lowrie-Reed Trust appointed Mr. Lowrie as their
Power of Attorney with respect to, among other things, statements filed on
Schedule 13D, including any amendments thereto, pursuant to the Power of
Attorney, a copy of which was filed as 7.12 to Amendment No. 9 and incorporated
herein by reference. On November 9, 2010, the Reporting Persons, Tom O’Hara,
Vali Lou Lowrie-Reed and the Vali Lou Lowrie-Reed Trust entered into the
Amendment to the Joint Filing Agreement, a copy of which is filed as Exhibit
7.16 to this Amendment, whereby Mr. O’Hara, Ms. Lowrie-Reed, and the Vali Lou
Lowrie Reed terminated their intent to participate in the transaction described
in Item 4 of this Schedule 13D and their participation in the Joint Filing
Agreement.
Item
7. Material to Be Filed as Exhibits
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Exhibit
7.02
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Original
Proposal Letter, dated as of November 3, 2009 (incorporated by reference
to Exhibit 7.02 of Amendment No. 4)
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Exhibit
7.03
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Summary
of Original Proposal, dated as of November 3, 2009 (incorporated by
reference to Exhibit 7.03 of Amendment No. 4)
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Exhibit
7.05
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Original
Extension Letter, dated as of November 17, 2009 (incorporated by reference
to Exhibit 7.05 to Amendment No.
5)
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Exhibit
7.07
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Second
Extension Letter, dated as of December 4, 2009 (incorporated by referenced
to Exhibit 7.07 to Amendment No. 6)
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Exhibit
7.08
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Standstill
Agreement, dated as of December 3, 2009 (incorporated by reference to
Exhibit 7.08 to Amendment No. 6)
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Exhibit
7.09
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Third
Extension Letter, dated as of December 14, 2009 (incorporated by reference
to Exhibit 7.09 to Amendment No. 7)
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Exhibit
7.10
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Termination
of Joint Filing Agreement, dated as of February 18, 2010 (incorporated by
reference to Exhibit 7.10 to Amendment No. 8)
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Exhibit
7.11
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Joint
Filing Agreement, dated as of July 20, 2010, by and among Lowrie
Management, LLLP, Lowrie Investment Management, Inc., Troy Lowrie, The
Vali Lou Lowrie-Reed Trust, Vali Lou Lowrie-Reed, Tom O’Hara, Micheal
Ocello and LTD Investment Group, LLC (incorporated by reference to Exhibit
7.11 to Amendment No. 9)
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Exhibit
7.12
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Power
of Attorney, dated as of July 20, 2010, executed by The Vali Lou
Lowrie-Reed Trust, Vali Lou Lowrie-Reed, Tom O’Hara, Micheal Ocello and
LTD Investment Group, LLC (incorporated by reference to Exhibit 7.12 to
Amendment No. 9)
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Exhibit
7.13
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Reaffirmation
Letter, dated as of July 20, 2010 (incorporated by reference to Exhibit
7.13 to Amendment No. 9)
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Exhibit
7.14
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Summary
of Proposed Transaction dated as of July 20, 2010 (incorporated by
reference to Exhibit 7.14 to Amendment No. 9)
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Exhibit
7.15
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Fourth
Extension Letter, dated August 4, 2010 (incorporated by reference to
Exhibit 7.15 to Amendment No. 10).
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Exhibit
7.16
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First
Amendment to the Joint Filing Agreement, dated as of November 9,
2010.
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Exhibit
7.17
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Agreement
and Plan of Merger by and among VCG Holding Corp., Family Dog, LLC, FD
Acquisition Co., Troy Lowrie, and Micheal Ocello dated as of November 9,
2010.
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After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this Schedule 13D is true, complete and
correct.
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Lowrie
Management, LLLP
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Date:
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November 12,
2010
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/s/ Troy
Lowrie
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Troy
Lowrie,
President
of Lowrie Investment Management, Inc.,
the
General Partner of Lowrie Management, LLLP
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Lowrie
Investment Management, Inc.
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Date:
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November 12,
2010
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/s/ Troy
Lowrie
|
|
|
|
|
Troy
Lowrie, President
|
|
|
|
|
|
|
Date:
|
November 12,
2010
|
|
/s/ Troy
Lowrie
|
|
|
|
|
Troy
Lowrie
|
|
|
|
|
|
|
Date:
|
November 12,
2010
|
|
*
|
|
|
|
|
Micheal
Ocello
|
|
|
|
|
|
|
|
|
|
LTD
Investment Group, LLC
|
|
|
|
|
|
|
Date:
|
November 12,
2010
|
|
*
|
|
|
|
|
Micheal
Ocello, Managing Member
|
|
|
|
|
|
|
|
|
|
Family
Dog, LLC
|
|
|
|
|
|
|
Date:
|
November 12,
2010
|
|
/s/ Troy
Lowrie
|
|
|
|
|
Troy
Lowrie, President
|
|
|
|
|
|
|
|
|
|
FD
Acquisition Co.
|
|
|
|
|
|
|
Date:
|
November 12,
2010
|
|
/s/ Troy
Lowrie
|
|
|
|
|
Troy
Lowrie,
President
|
|
*
|
Troy
Lowrie, by signing his name hereto, does sign this document on behalf of
each of the persons indicated above for whom he is attorney-in-fact
pursuant to a power of attorney duly executed by such person and filed
with the Securities and Exchange
Commission.
|
|
Date:
|
November 12,
2010
|
|
/s/
Troy Lowrie
|
|
|
|
|
Troy
Lowrie
|
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