UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Red Robin Gourmet Burgers, Inc.
(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
(Title of Class of Securities)
75689M101
(CUSIP Number)
December 31, 2004
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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. 75689M101 13G Page 2 of 9 pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Forstmann-Leff Associates, LLC
52-2169043
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF
SHARES 616,965 shares
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 268,901 shares
PERSON
WITH
7 SOLE DISPOSITIVE POWER
804,377 shares
8 SHARED DISPOSITIVE POWER
324,473 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,128,850 shares (includes shares beneficially owned by FLA Asset
Management, LLC)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0%
12 TYPE OF REPORTING PERSON
IA, OO
CUSIP NO. 75689M101 13G Page 3 of 9 pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FLA Asset Management, LLC
52-2169045
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 268,901 shares
PERSON
WITH
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
324,473 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
324,473 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.0%
12 TYPE OF REPORTING PERSON
IA, OO
CUSIP NO. 75689M101 13G Page 4 of 9 pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peconic Partners LLC (f/k/a FLA Advisers L.L.C.) 13-3942422
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING None
PERSON
WITH
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON
IA, OO
CUSIP NO. 75689M101 13G Page 5 of 9 pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peconic Partners II LLC (f/k/a Peconic Partners, LLC)
13-3421430
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING None
PERSON
WITH
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON
IA, OO
Page 6 of 9 pages
Item 1(a) NAME OF ISSUER:
Red Robin Gourmet Burgers, Inc.
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
6312 S. Fiddler's Green Circle, Suite 200N
Greenwood Village, CO 80111
Item 2(a) NAME OF PERSON FILING:
See Item 1 of the cover pages attached hereto
Item 2(b) Address of Principal Business Office, or if none, residence:
590 Madison Avenue
New York, New York 10022
Item 2(c) CITIZENSHIP:
See Item 4 of the cover pages attached hereto
Item 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock, $.001 par value
Item 2(e) CUSIP NUMBER:
75689M101
Item 3 Forstmann-Leff Associates, LLC, a Delaware limited liability company,
is a registered investment adviser under Section 203 of the Investment
Advisers Act of 1940 (the "Act"). FLA Asset Management, LLC, a
Delaware limited liability company, is a registered investment adviser
under the Act and a subsidiary of Forstmann-Leff Associates, LLC.
Peconic Partners LLC (f/k/a FLA Advisers L.L.C.), a New York limited
liability company, is a registered investment adviser under the Act.
Peconic Partners II LLC (f/k/a Peconic Partners, LLC), a New York
limited liability company, is a registered investment adviser under
the Act. The former Chairman and a consultant until December 31, 2004
of Forstmann-Leff Associates, LLC, William F. Harnisch, is the
President and CEO of Peconic Partners LLC and Peconic Partners II LLC.
Page 7 of 9 pages
Item 4 OWNERSHIP:
(a) Amount beneficially owned:
See Item 9 of the cover pages attached hereto
(b) Percent of Class:
See Item 11 of the cover pages attached hereto
(c) See Items 5 through 8 of the cover pages attached hereto
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Various clients of the reporting persons have the right to receive or
the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Common Stock of Red Robin Gourmet Burgers, Inc.
No one client's interest in the Common Stock of Red Robin Gourmet
Burgers, Inc. is more than five percent of the total outstanding
Common Stock.
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Not Applicable
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable
Item 9 NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
Item 10 CERTIFICATION:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction
having that purpose or effect.
Page 8 of 9 pages
SIGNATURES
----------
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.
February 14, 2005
FORSTMANN-LEFF ASSOCIATES, LLC
By: /s/ Kristin Mariani
Chief Compliance Officer
FLA ASSET MANAGEMENT, LLC
By: /s/ Forstmann-Leff Associates, LLC,
its Sole Member
By: /s/ Kristin Mariani
Chief Compliance Officer
PECONIC PARTNERS LLC (F/K/A FLA
ADVISERS L.L.C.)
By: /s/ Joseph Sullivan
Chief Operating Officer
PECONIC PARTNERS II LLC (F/K/A
PECONIC PARTNERS, LLC)
By: /s/ Joseph Sullivan
Chief Operating Officer
Page 9 of 9 pages
Exhibit A
AGREEMENT
---------
The undersigned, Forstmann-Leff Associates, LLC, FLA Asset Management,
LLC, Peconic Partners LLC (f/k/a FLA Advisers L.L.C.) and Peconic Partners II
LLC (f/k/a Peconic Partners, LLC), agree that the statement to which this
exhibit is appended is filed on behalf of each of them.
February 14, 2005
FORSTMANN-LEFF ASSOCIATES, LLC
By: /s/ Kristin Mariani
Chief Compliance Officer
FLA ASSET MANAGEMENT, LLC
By: /s/ Forstmann-Leff Associates, LLC,
its Sole Member
By: /s/ Kristin Mariani
Chief Compliance Officer
PECONIC PARTNERS LLC (F/K/A FLA
ADVISERS L.L.C.)
By: /s/ Joseph Sullivan
Chief Operating Officer
PECONIC PARTNERS II LLC (F/K/A
PECONIC PARTNERS, LLC)
By: /s/ Joseph Sullivan
Chief Operating Officer