UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. __)* Famous Dave's of America, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 307068106 (CUSIP Number) Not Applicable (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 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).
<PAGE> Cusip 307068106 13G _______________________________________________________________________________ 1 NAME OF REPORTING PERSONS S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSONS Arnhold and S. Bleichroeder, Inc. _______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ___ Not Applicable (b) ___ _______________________________________________________________________________ 3 SEC USE ONLY _______________________________________________________________________________ 4 CITIZENSHIP OR PLACE OF ORGANIZATION State of New York _______________________________________________________________________________ 5 SOLE VOTING POWER NUMBER OF 193,100 SHARES _____________________________________________________________ BENEFICIALLY 6 SHARED VOTING POWER OWNED BY -0- _____________________________________________________________ EACH 7 SOLE DISPOSITIVE POWER REPORTING 193,100 PERSON _____________________________________________________________ WITH 8 SHARED DISPOSITIVE POWER -0- _______________________________________________________________________________ 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 193,100 _______________________________________________________________________________ 10 CHECK THE BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * Not Applicable _______________________________________________________________________________ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.19% _______________________________________________________________________________ 12 TYPE OF REPORTING PERSON* BD _______________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILING
<PAGE> Cusip 307068106 Schedule 13 G (Cont.) Item 1(a)- Name of Issuer: Famous Dave's of America, Inc. Item 1(b)- Address of Issuer's Principal Executive Offices: 12700 Industrial Park Blvd. Plymouth, MN 55441 Item 2(a)- Name of Person Filing: Arnhold and S. Bleichroeder, Inc. Item 2(b)- Address of Principal Business Office: 1345 Ave of Americas New York, NY 10105 Item 2(c)- Citizenship: New York, NY, USA (Place of Incorporation) Item 2(d)- Title of Class of Securities: Common Stock Item 2(e)- Cusip Number: 307068106 Item 3- This statement is being filed pursuant to Rule 13d-1(b). The person filing is a: (a)-Broker or Dealer registered under Section 15 of the Act; and (e)-Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. Item 4(a)- Amount beneficially owned: Arnhold and S. Bleichroeder, Inc. ("A & SB") is the investment adviser for a number of investment companies (each a "Fund"). Pursuant to its advisory agreement with each Fund, A & SB has sole power to vote and dispose of the securities held by each Fund and is therefore the beneficial owner, for the purposes of Rule 13d-3, of the securities held by the Fund. A & SB may also be considered the beneficial owner, for the purposes of Rule 13d-3, of the securities held in discretionary accounts (the "Discretionary Accounts") for which A & SB acts as investment adviser. A & SB has sole power to vote and dispose of the securities held in each Discretionary Account. A & SB's decisions regarding voting and disposing of the securities held in each Fund and in each Discretionary Account depend upon the relevant investment objectives and other factors. A & SB disclaims the existence of a "group" among itself, the Funds and the Discretionary Accounts for the purposes of Sections 13(d) and 13(g) of the Act. Based upon the foregoing, Arnhold and S. Bleichroeder, Inc. may be considered the beneficial owner, for the purpose of Rule 13d-3, of a total of 193,100 shares of the Issuer's common stock. Item 4(b)- Percent of Class: 2.19% Item 4(c)- Number of Shares to which A & SB has:
<TABLE> <CAPTION> <S> <C> (i) -sole power to vote or to direct the vote: 193,100 (ii) -shared power to vote or to direct the vote: -0- (iii)-sole power to dispose or to direct the disposition of: 193,100 (iv) -shared power to dispose or to direct the disposition of: -0- </TABLE>
Item 5 - Ownership of Five Percent or Less of a Class: Yes Item 6 - Ownership of More than Five Percent on Behalf of Another Person: Not Applicable
<PAGE> Cusip 307068106 Schedule G (Cont.) 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 in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. SIGNATURE 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. Date: February 12, 1999 ARNHOLD AND S. BLEICHROEDER, INC. / S / Ronald A. Bendelius By: _________________________________ Ronald A. Bendelius Senior Vice President / S / William P. Casciani By: _________________________________ William P. Casciani Senior Vice President