Schedule 13d
| Filed by: | COSI INC |
| Subject Company: | COSI, INC. |
| Filed as of Date: | 02/17/2009 |
| View Original Filing on Edgar's | |
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
(Rule
13d-102)
(Amendment
No. 2)
Under
the Securities Exchange Act of 1934
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COSI,
INC.
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(Name of
Issuer)
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COMMON
STOCK, PAR VALUE $0.01 PER SHARE
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(Title
of Class of Securities)
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22122P101
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(CUSIP
Number)
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David
Gray
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Vice
President
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ZAM
Holdings, L.P.
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c/o:
Morton Holdings, Inc.
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283
Greenwich Avenue
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Greenwich,
CT 06830
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(203)
622-7112
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(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
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September
26, 2008**
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(Date
of Event Which Requires Filing of this
Statement)
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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 sections 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 Section 240.13d-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,
as amended (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).
**This
constitutes a late filing.
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
ZAM
Holdings, L.P.
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|||
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
[ ]
(b)
[ ]
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3.
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SEC
USE ONLY
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4.
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Source
of Funds (See Instructions)
WC
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
[ ]
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6.
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Citizenship
or Place of Organization
Delaware
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
with
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7.
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Sole
Voting Power
0
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8.
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Shared
Voting Power
0
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9.
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Sole
Dispositive Power
0
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10.
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Shared
Dispositive Power
0
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
0
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
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13.
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Percent
of Class Represented by Amount in Row (11)
0%
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14.
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Type
of Reporting Person (See Instructions)
PN
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This
Amendment No. 2 ("Amendment No. 2") amends the Statement on Schedule 13D filed
on December 4, 2003, pursuant to Rule 13d-2 of the Act, as amended on December
23, 2003 (collectively, the "Statement"), and is filed by ZAM Holdings, L.P., a
Delaware limited partnership ("ZAM Holdings"), with respect to the common stock,
par value $.01 per share (the "Common Stock"), of Cosi, Inc., a Delaware
corporation (the "Issuer"). The purpose of this Amendment No. 2 is to amend and
supplement the information contained in Items 5, 6 and 7 and the
Exhibit Index of the Statement. This Amendment No. 2 constitutes an
"exit" filing with respect to the Schedule 13D.
Item
5. Interest in Securities of the Issuer.
(a)
and (b)
ZAM
Holdings is the beneficial owner of 0 shares of the Issuer's Common Stock,
representing 0% of the shares of the Issuer's Common Stock deemed outstanding
and does not have any voting power with respect to the Common
Stock.
(c)
On September 26, 2008, in connection with an internal restructuring, the Common
Stock previously held by ZAM Holdings was transferred to ZAM Equities, which was
owned pro rata by the same persons who then held interests in ZAM
Holdings. As a result of the restructuring, ZAM Holdings no longer
holds any of the Common Stock. ZAM Holdings has not
effected any other transactions in securities of the Issuer within the past 60
days.
(e)
As of September 26, 2008, ZAM Holdings ceased to be the beneficial owner more
than five percent of the class of securities.
Item
6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
On
September 26, 2008, in connection with an internal restructuring, the Common
Stock previously held by ZAM Holdings was transferred to ZAM Equities, which was
owned pro rata by the same persons who then held interests in ZAM
Holdings. As a result of the restructuring, ZAM Holdings no longer
holds any of the Common Stock. ZAM Holdings is not engaged in any
other contracts, arrangements, understandings or relationships with respect to
securities of the issuer.
Item
7. Material to be Filed as Exhibits.
None.
SIGNATURE
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth herein
is true, complete and correct.
Dated:
February 17, 2009
ZAM
HOLDINGS, L.P.
By: Morton
Holdings, Inc., its general partner
By: /s/ David
Gray
Name: David
Gray
Title:
Vice President
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