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UNITED STATES |
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SECURITIES
AND EXCHANGE |
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Washington, D.C. 20549 |
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SCHEDULE 13D |
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(Rule 13d-101) |
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a). |
Granite City Food & Brewery Ltd.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
38724Q 10 7
(CUSIP Number)
Sandy Horst
122 S. Phillips Avenue, Suite 300
Sioux Falls, SD 57104
(605)331-0091
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 30, 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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 persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 38724Q 10 7 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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2
Bluestem Capital Partners III Limited Partnership (the Reporting Person) hereby amends its statement on Schedule 13D (the Schedule 13D) originally filed with the SEC on October 22, 2002, as amended on November 4, 2002, December 2, 2002, August 9, 2004 and November 19, 2004, with respect to its beneficial ownership of shares of Common Stock, par value $.01 per share (Common Stock) of Granite City Food & Brewery Ltd., a Minnesota corporation (the Issuer). Item 5 of the Schedule 13D is hereby amended and restated. |
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Item 1. |
Security and Issuer |
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Item 2. |
Identity and Background |
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Item 3. |
Source and Amount of Funds or Other Consideration |
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Item 4. |
Purpose of Transaction |
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Item 5. |
Interest in Securities of the Issuer |
(a) Bluestem Capital Partners III
Limited Partnership beneficially owns 13.8% of the Common Stock of the
Issuer, or 1,605,280 shares of Common Stock. (b) Bluestem
Capital Partners III Limited Partnership has the sole power to vote and dispose
of all of its shares. (c) On December 15, 2004, 7,200 shares
of Common Stock were sold by Reporting Person for $4.8919 per share through a
broker assisted sale. On December 16,
2004, 15,448 shares of Common Stock were sold by Reporting Person for $4.8538
per share through a broker assisted sale. On December 28, 2004, 16,700 shares
of Common Stock were sold by Reporting Person for $4.906 per share through a
broker assisted sale. On December 29, 2004, 61,200 shares of Common Stock
were sold by Reporting Person for $4.901 per share through a broker assisted
sale. On December 30, 2004, 9,800 shares of Common Stock were sold by
Reporting Person for $4.8623 per share through a broker assisted sale. On
December 31, 2004, 10,100 shares of Common Stock were sold by Reporting
Person for $4.90 per share through a broker assisted sale. On January 3,
2005, 7,710 shares of Common Stock were sold by Reporting Person for $4.90
per share through a broker assisted sale.
On January 4, 2005, 6,690 shares of Common Stock were sold by
Reporting Person for $4.8711 per share through a broker assisted sale. On
January 5, 2005, 3,700 shares of Common Stock were sold by Reporting Person
for $4.8630 per share through a broker assisted sale and on January 7, 2005,
36,900 shares of Common Stock were sold by Reporting Person for $4.8014 per
shares through a broker assisted sale. (d) Not applicable. (e) The Reporting Person knows of no
person who has the right to receive or the power to direct the receipt of
dividends form or the proceeds from the sale of the shares reported herein. (f) Not applicable. |
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
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Item 7. |
Material to Be Filed as Exhibits |
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3
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.
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Bluestem Capital Partners III Limited Partnership |
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By: Bluestem Capital Company III, L.L.C. |
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Its General Partner |
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/s/ Sandy Horst |
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By: Sandy Horst |
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Its: Authorized Officer |
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Dated: |
January 7, 2005 |
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