SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13D-1(A) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13(D)-2(A)
(Amendment No. __)(1)
DELICIOUS BRANDS, INC.
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(Name of issuer)
COMMON STOCK
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(Title of class of securities)
246890 10 7
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(CUSIP number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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(Name, address and telephone number of person
authorized to receive notices and communications)
November 12, 1998
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(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6 pages)
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(1) 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 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).
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CUSIP No. 246890 10 7 13D Page 2 of 6 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Edward R. Sousa
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,011,000 shares
OWNED BY
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
0 shares
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9 SOLE DISPOSITIVE POWER
0 shares
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10 SHARED DISPOSITIVE POWER
0 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,011,000 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.6%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 246890 10 7 13D Page 3 of 6 Pages
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The following constitutes the Schedule 13D filed by the undersigned
(the "Schedule 13D").
ITEM 1. SECURITY AND ISSUER.
This Statement relates to Common Stock, $0.01 par value per
share ("Common Stock"), of Delicious Brands, Inc. (the "Issuer"). The principal
executive offices of the Issuer are located at 2070 Maple Street, Des Plaines,
Illinois 60018.
In July 1998, the Company effected a 1-for-2 reverse stock
split of its Common Stock. All information in this Schedule 13D gives effect to
the reverse stock split.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by Edward R. Sousa (the
"Reporting Person").
(b) The principal business address of the Reporting
Person is Rockefeller Center, P.O. Box 5095, New York, New York 10185.
(c) The principal occupation of the Reporting Person is as an
attorney.
(d) The Reporting Person has not, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The Reporting Person has not, during the last five years,
been party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) The Reporting Person is a citizen of the United States of
America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
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CUSIP No. 246890 10 7 13D Page 4 of 6 Pages
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ITEM 4. PURPOSE OF TRANSACTION.
On December 22, 1997, two former principal stockholders,
officers and directors, deposited into a voting trust 1,011,000 shares of Common
Stock, which shares shall be held in the voting trust for a period of two years
(extended to four years upon the occurrence of certain events). A copy of the
Voting Trust Agreement was filed as Exhibit 10.42 to the Issuer's Registration
Statement on Form S-1 (File No. 333-50771) (the "Registration Statement") and is
incorporated herein by reference. The Reporting Person, who is also a director
of the Issuer, is currently the voting trustee of such trust. Pursuant to a
voting agreement with the Issuer, the Reporting Person has agreed, at any
meeting of the stockholders of the Issuer, however called, or in any written
consent of the stockholders of the Issuer, to vote the shares held in the voting
trust, and any other shares of Common Stock that may be deposited in such trust,
in accordance with (i) the specific direction of the Board of Directors of the
Issuer or (ii) the recommendation of the Board of Directors to the stockholders
of the Issuer generally; provided, however, that the Reporting Person shall be
entitled to vote for the removal of a director of the Issuer for Cause (as
defined in the voting agreement) as permitted by the Delaware General
Corporation Law despite a contrary direction or recommendation of the Board of
Directors. A copy of the Voting Agreement was filed as Exhibit 10.43 to the
Registration Statement and is incorporated herein by reference. Except as
specifically set forth herein, the Reporting Person has no present plans or
proposals which would relate to or result in any of the matters set forth in
subparagraphs (a) - (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate percentage of Common Stock reported to be
beneficially owned by the Reporting Person is based upon 4,282,842 shares
outstanding, which is the total number of shares of Common Stock outstanding as
reported in the Registration Statement.
As of the close of business on November 20, 1998, the
Reporting Person beneficially owns 1,011,000 shares of Common Stock,
representing approximately 23.6% of the shares outstanding.
(b) The Reporting Person has the sole power to vote the shares
reported in this Schedule 13D. Each of Richard and Randye Worth has the sole
power to dispose of 505,500 shares of Common Stock reported in this Schedule
13D.
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CUSIP No. 246890 10 7 13D Page 5 of 6 Pages
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(c) There were no transactions in shares of Common Stock of
the Issuer by the Reporting Person effected in the last sixty days.
(d) No person other than the Reporting Person is known to have
the right to receive, or the power to direct the receipt of dividends from, or
proceeds from the sale of, such shares of Common Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Except as specifically set forth herein, there are no
contracts, arrangements or understandings between the Reporting Person and any
other Person with respect to the securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Voting Trust Agreement dated December 22, 1997 by
and among Richard S. Worth, Randye Worth, Graubard
Mollen & Miller, the Issuer and Robert Rubin.*
2. Form of Voting Agreement by and between the Company
and Edward R. Sousa, as Voting Trustee.**
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* Incorporated by reference to Exhibit 10.42 contained in
the Registration Statement and the exhibits thereto.
** Incorporated by reference to Exhibit 10.43 contained in
the Registration Statement and the exhibits thereto.
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CUSIP No. 246890 10 7 13D Page 6 of 6 Pages
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: November 23, 1998 /S/ EDWARD R. SOUSA
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Edward R. Sousa
