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Item 1(a).
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Name of Issuer:
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Morgan’s Foods, Inc. (the “Issuer”).
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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4829 Galaxy Parkway, Suite S
Cleveland, Ohio 44128
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Item 2(a).
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Name of Person Filing:
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This statement is filed by Investment Partnership, LP, a Texas limited partnership (“JCP Partnership”), JCP Investment Partners, LP, a Texas limited partnership (“JCP Partners”), which serves as the general partner of JCP Partnership, JCP Investment Holdings, LLC, a Texas limited liability company (“JCP Holdings”), which serves as the general partner of JCP Partners, JCP Investment Management, LLC, a Texas limited liability company (“JCP Management”), which serves as the investment manager of JCP Partnership and James C. Pappas, who serves as the managing member of JCP Management and sole member of JCP Holdings. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
By virtue of these relationships, each of JCP Partners, JCP Holdings, JCP Management and Mr. Pappas may be deemed to beneficially own the Issuer’s Common Stock, no par value, owned directly by JCP Partnership.
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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The principal business address of each of the Reporting Persons is 1177 West Loop South, Suite 1650, Houston, Texas 77027.
Each of JCP Partnership, JCP Partners, JCP Holdings and JCP Management is organized under the laws of the State of Texas. Mr. Pappas is a citizen of the United States of America.
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Item 2(d).
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Title of Class of Securities:
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Common Stock, no par value (the “Shares”).
616900106
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Item 3.
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If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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/ /
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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/X/
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Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).
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(f)
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Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F).
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(g)
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Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).
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(h)
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Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
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(j)
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Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
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(k)
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Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
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All ownership information reported in this Item 4 is as of the close of business on December 31, 2011.
JCP Investment Partnership, LP
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(a)
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Amount beneficially owned:
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275,000 Shares
9.4%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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0 Shares
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(ii)
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Shared power to vote or to direct the vote
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275,000 Shares
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(iii)
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Sole power to dispose or to direct the disposition of
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0 Shares
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(iv)
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Shared power to dispose or to direct the disposition of
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275,000 Shares
JCP Investment Partners, LP
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(a)
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Amount beneficially owned:
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275,000 Shares*
9.4%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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0 Shares
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(ii)
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Shared power to vote or to direct the vote
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275,000 Shares*
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(iii)
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Sole power to dispose or to direct the disposition of
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0 Shares
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(iv)
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Shared power to dispose or to direct the disposition of
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275,000 Shares*
*
Consists of the Shares owned directly by JCP Partnership.
JCP Investment Holdings, LLC
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(a)
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Amount beneficially owned:
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275,000 Shares*
9.4%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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0 Shares
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(ii)
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Shared power to vote or to direct the vote
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275,000 Shares*
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(iii)
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Sole power to dispose or to direct the disposition of
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0 Shares
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(iv)
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Shared power to dispose or to direct the disposition of
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275,000 Shares*
*
Consists of the Shares owned directly by JCP Partnership.
JCP Investment Management, LLC
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(a)
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Amount beneficially owned:
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275,000 Shares*
9.4%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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0 Shares
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(ii)
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Shared power to vote or to direct the vote
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275,000 Shares*
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(iii)
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Sole power to dispose or to direct the disposition of
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0 Shares
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(iv)
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Shared power to dispose or to direct the disposition of
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275,000 Shares*
*
Consists of the Shares owned directly by JCP Partnership.
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(a)
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Amount beneficially owned:
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275,000 Shares*
9.4%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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0 Shares
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(ii)
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Shared power to vote or to direct the vote
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275,000 Shares*
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(iii)
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Sole power to dispose or to direct the disposition of
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0 Shares
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(iv)
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Shared power to dispose or to direct the disposition of
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275,000 Shares*
*
Consists of the Shares owned directly by JCP Partnership.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not Applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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See Exhibit 99.1.
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Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
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Dated: January 10, 2012
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JCP Investment Partnership, LP
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By:
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JCP Investment Management, LLC
Investment Manager
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By:
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/s/ James C. Pappas
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Name:
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James C. Pappas
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Title:
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Managing Member
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JCP Investment Partners, LP
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By:
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JCP Investment Holdings, LLC
General Partner
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By:
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/s/ James C. Pappas
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Name:
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James C. Pappas
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Title:
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Sole Member
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JCP Investment Holdings, LLC
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By:
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/s/ James C. Pappas
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Name:
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James C. Pappas
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Title:
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Sole Member
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JCP Investment Management, LLC
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By:
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/s/ James C. Pappas
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Name:
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James C. Pappas
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Title:
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Managing Member
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/s/ James C. Pappas
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James C. Pappas
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