SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
CHEFS INTERNATIONAL, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
163082605
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(CUSIP Number)
with a copy to:
Michael F. Lombardi George J. Mazin
Lombardi & Lombardi, P.A. Lowenstein Sandler PC
1862 Oak Tree Road 65 Livingston Avenue
Edison, New Jersey 08818 Roseland, New Jersey 07068
(732) 906-1500 (973) 597-2500
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(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
May 20, 1999
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (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 l3d-7(b) for other
parties to whom copies are to be sent.
*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 ("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 NO. 163082605
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1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only):
Michael F. Lombardi
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) X (b)
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3) SEC Use Only
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4) Source of Funds (See Instructions):PF
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e): Not Applicable
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6) Citizenship or Place of Organization: USA
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Number of 7) Sole Voting Power: 209,332*
-----------------------------------------------
Shares Beneficially 8) Shared Voting Power: 0
-----------------------------------------------
Owned by
Each Reporting 9) Sole Dispositive Power: 209,332*
-----------------------------------------------
Person With: 10) Shared Dispositive Power: 0
-----------------------------------------------
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
209,332*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
Not Applicable
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13) Percent of Class Represented by Amount in Row (11):
4.7%*
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14) Type of Reporting Person (See Instructions): IN
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* Includes: (i) 110,666 shares of Chefs International, Inc. common stock
("Shares") beneficially owned by Michael F. Lombardi; (ii) 49,000 Shares
beneficially owned by Lombardi & Lombardi, P.A. over which Michael F. Lombardi
has voting and dispositive power; (iii) 45,666 Shares beneficially owned by
Lombardi & Lombardi, P.A. Defined Benefit Pension Plan Dated June 28, 1984 over
which Michael F. Lombardi has voting and dispositive power; and (iv) 4,000
Shares beneficially owned by December '95 Investment Club over which Michael F.
Lombardi has voting and dispositive power. The other reporting persons
beneficially own in the aggregate 2,038,778 additional Shares. Michael F.
Lombardi does not beneficially own nor does he have voting or dispositive power
over any of those 2,038,778 Shares. Michael F. Lombardi and the other reporting
persons are a "group" for purposes of Rule 13d-5. See Items 2 and 5 for
additional details.
<PAGE>
CUSIP NO. 163082605
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1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only):
Lombardi & Lombardi, P.A.
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) X (b)
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3) SEC Use Only
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4) Source of Funds (See Instructions):OO
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e): Not Applicable
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6) Citizenship or Place of Organization: New Jersey
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Number of 7) Sole Voting Power: 49,000*
----------------------------------------
Shares Beneficially 8) Shared Voting Power: 0
----------------------------------------
Owned by
Each Reporting 9) Sole Dispositive Power: 49,000*
----------------------------------------
Person With: 10) Shared Dispositive Power: 0
-----------------------------------------
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
49,000*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
Not Applicable
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13) Percent of Class Represented by Amount in Row (11):
1.1%*
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14) Type of Reporting Person (See Instructions): CO
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* Lombardi & Lombardi, P.A. ("Lombardi") beneficially owns 49,000 or 1.1% of the
outstanding Shares. Michael F. Lombardi, as the president of Lombardi, has the
power to vote or to dispose of these 49,000 Shares. The other reporting persons
beneficially own in the aggregate 2,199,110 additional Shares. Lombardi does not
beneficially own nor does it have voting or dispositive power over any of those
2,199,110 Shares. Lombardi and the other reporting persons are a "group" for
purposes of Rule 13d-5(b). See Items 2 and 5 for additional details.
<PAGE>
CUSIP NO. 163082605
- --------------------------------------------------------------------------------
1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only):
Lombardi & Lombardi, P.A. Defined Benefit Pension Plan Dated June 28, 1984
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) X (b)
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3) SEC Use Only
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4) Source of Funds (See Instructions):OO
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e): Not Applicable
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6) Citizenship or Place of Organization: New Jersey
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Number of 7) Sole Voting Power: 45,666*
-----------------------------------------------
Shares Beneficially 8) Shared Voting Power: 0
-----------------------------------------------
Owned by
Each Reporting 9) Sole Dispositive Power: 45,666*
-----------------------------------------------
Person With: 10) Shared Dispositive Power: 0
-----------------------------------------------
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
45,666*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
Not Applicable
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13) Percent of Class Represented by Amount in Row (11):
1.0%*
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14) Type of Reporting Person (See Instructions): EP
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* Lombardi & Lombardi, P.A. Defined Benefit Plan Dated June 28, 1984 (the
"Plan") beneficially owns 45,666 or 1.0% of the outstanding Shares. Michael F.
Lombardi, as a trustee of the Plan, has the power to vote or to dispose of these
45,666 Shares. The other reporting persons beneficially own in the aggregate
2,202,444 additional Shares. The Plan does not beneficially own nor does it have
voting or dispositive power over any of those 2,202,444 Shares. The Plan and the
other reporting persons are a "group" for purposes of Rule 13d-5(b).
See Items 2 and 5 for additional details.
<PAGE>
CUSIP NO. 163082605
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1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only):
December '95 Investment Club
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) X (b)
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3) SEC Use Only
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4) Source of Funds (See Instructions):OO
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e): Not Applicable
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6) Citizenship or Place of Organization: New Jersey
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Number of 7) Sole Voting Power: 4,000*
-----------------------------------------------
Shares Beneficially 8) Shared Voting Power: 0
-----------------------------------------------
Owned by
Each Reporting 9) Sole Dispositive Power: 4,000*
----------------------------------------------
Person With: 10) Shared Dispositive Power: 0
-----------------------------------------------
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
4,000*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
Not Applicable
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13) Percent of Class Represented by Amount in Row (11):
.01%*
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14) Type of Reporting Person (See Instructions): IV
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* December '95 Investment Club ("DIC") beneficially owns 45,666 or .01% of the
outstanding Shares. Michael F. Lombardi, as an officer of DIC, has the power to
vote or to dispose of these 45,666 Shares. The other reporting persons
beneficially own in the aggregate 2,244,110 additional Shares. DIC does not
beneficially own nor does it have voting or dispositive power over any of those
2,244,110 Shares. DIC and the reporting persons are a "group" for purposes of
Rule 13d-5(b). See Items 2 and 5 for additional details.
<PAGE>
CUSIP NO. 163082605
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1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only):
Robert M. Lombardi
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) X (b)
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3) SEC Use Only
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4) Source of Funds (See Instructions):PF, OO
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e): Not Applicable
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6) Citizenship or Place of Organization: USA
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Number of 7) Sole Voting Power: 1,313,556*
-----------------------------------------------
Shares Beneficially 8) Shared Voting Power: 0
-----------------------------------------------
Owned by
Each Reporting 9) Sole Dispositive Power: 1,313,556*
-----------------------------------------------
Person With: 10) Shared Dispositive Power: 0
-----------------------------------------------
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,313,556*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
Not Applicable
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13) Percent of Class Represented by Amount in Row (11):
29.3%*
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14) Type of Reporting Person (See Instructions): IN
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* Robert M. Lombardi beneficially owns 1,313,556 Shares or 29.3% of the
outstanding Shares. He has sole voting and dispositive power over these
1,313,556 Shares. The other reporting persons beneficially own in the aggregate
934,554 additional Shares. Mr. Lombardi does not beneficially own nor does he
have voting or dispositive power over any of those 934,554 Shares. Robert M.
Lombardi and the other reporting persons are a "group" for purposes of Rule
13d-5(b). See Items 2 and 5 for additional details.
<PAGE>
CUSIP NO. 163082605
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1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only):
Joseph S. Lombardi
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) X (b)
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3) SEC Use Only
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4) Source of Funds (See Instructions):PF
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e):
Not Applicable
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6) Citizenship or Place of Organization: USA
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Number of 7) Sole Voting Power: 648,333*
-------------------------------------------------
Shares Beneficially 8) Shared Voting Power: 0
-------------------------------------------------
Owned by
Each Reporting 9) Sole Dispositive Power: 648,333*
------------------------------------------------
Person With: 10) Shared Dispositive Power: 0
-------------------------------------------------
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
648,333*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
Not Applicable
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13) Percent of Class Represented by Amount in Row (11):
14.4%*
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14) Type of Reporting Person (See Instructions): IN
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* Joseph S. Lombardi beneficially owns 648,333 Shares or 14.4% of the
outstanding Shares. He has sole voting and dispositive power over these 648,333
Shares. The other reporting persons beneficially own in the aggregate 1,599,777
additional Shares. Mr. Lombardi does not beneficially own nor does he have
voting or dispositive power over any of those 1,599,777 Shares. Joseph S.
Lombardi and the other reporting persons are a "group" for purposes of Rule
13d-5(b). See Items 2 and 5 for additional details.
<PAGE>
CUSIP NO. 163082605
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1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only):
Anthony M. Lombardi
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) X (b)
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3) SEC Use Only
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4) Source of Funds (See Instructions):PF
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e):
Not Applicable
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6) Citizenship or Place of Organization: USA
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Number of 7) Sole Voting Power: 66,889*
------------------------------------------------
Shares Beneficially 8) Shared Voting Power: 0
------------------------------------------------
Owned by
Each Reporting 9) Sole Dispositive Power: 66,889*
-----------------------------------------------
Person With: 10) Shared Dispositive Power: 0
-----------------------------------------------
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
66,889*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
Not Applicable
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13) Percent of Class Represented by Amount in Row (11):
1.5%*
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14) Type of Reporting Person (See Instructions): IN
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* Anthony M. Lombardi beneficially owns 66,889 Shares or 1.5% of the outstanding
Shares. He has sole voting and dispositive power over these 66,889 Shares. The
other reporting persons beneficially own in the aggregate 2,181,221 additional
Shares. Mr. Lombardi does not beneficially own nor does he have voting or
dispositive power over any of those 2,181,221 Shares. Anthony M. Lombardi and
the other reporting persons are a "group" for purposes of Rule 13d-5(b). See
Items 2 and 5 for additional details.
<PAGE>
CUSIP NO. 163082605
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1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only):
Joseph A. Lombardi
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) X (b)
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3) SEC Use Only
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4) Source of Funds (See Instructions):PF
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e):
Not Applicable
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6) Citizenship or Place of Organization: USA
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Number of 7) Sole Voting Power: 0
-----------------------------------------------
Shares Beneficially 8) Shared Voting Power: 0
-----------------------------------------------
Owned by
Each Reporting 9) Sole Dispositive Power: 0
-----------------------------------------------
Person With: 10) Shared Dispositive Power: 0
-----------------------------------------------
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
0*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
Not Applicable
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13) Percent of Class Represented by Amount in Row (11):
0%*
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14) Type of Reporting Person (See Instructions): IN
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* Joseph A. Lombardi does not beneficially own any Shares. The other reporting
persons beneficially own in the aggregate 2,248,110 additional Shares. Mr.
Lombardi does not beneficially own nor does he have voting or dispositive power
over any of those 2,248,110 Shares. Mr. Lombardi and the other reporting persons
are a "group" for purposes of Rule 13d-5(b). See Items 2 and 5 for additional
details.
<PAGE>
CUSIP NO. 163082605
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1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only):
Stephen F. Lombardi
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) X (b)
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3) SEC Use Only
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4) Source of Funds (See Instructions):PF
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
Not Applicable
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6) Citizenship or Place of Organization: USA
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Number of 7) Sole Voting Power: 10,000*
-----------------------------------------------
Shares Beneficially 8) Shared Voting Power: 0
-----------------------------------------------
Owned by
Each Reporting 9) Sole Dispositive Power: 10,000*
-----------------------------------------------
Person With: 10) Shared Dispositive Power: 0
-----------------------------------------------
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
10,000*
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
Not Applicable
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13) Percent of Class Represented by Amount in Row (11):
.2%*
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14) Type of Reporting Person (See Instructions): IN
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* Stephen F. Lombardi beneficially owns 10,000 Shares or .2% of the outstanding
Shares. He has sole voting and dispositive power over these 10,000 Shares. The
other reporting persons beneficially own in the aggregate 2,238,110 additional
Shares. Mr. Lombardi does not beneficially own nor does he have voting or
dispositive power over any of those 2,238,110 Shares. Stephen F. Lombardi and
the other reporting persons are a "group" for purposes of Rule 13d-5(b). See
Items 2 and 5 for additional details.
<PAGE>
Item 1. Security and Issuer
This statement relates to Chefs International, Inc. ("Chefs") common
stock, par value $.01 per share ("Shares"). Chefs has principal executive
offices located at 62 Broadway, P.O. Box 1332, Point Pleasant Beach, New Jersey
08742.
Item 2. Identity and Background
Michael F. Lombardi
(a) Michael F. Lombardi
(b) 1862 Oak Tree Road, Edison, New Jersey 08818
(c) Attorney; Lombardi & Lombardi, P.A.
1862 Oak Tree Road, Edison,
New Jersey 08818
(d) Criminal convictions: None
(e) Civil proceedings: None
(f) USA
Lombardi & Lombardi, P.A. ("Lombardi")
(a) Lombardi & Lombardi, P.A.
(b) 1862 Oak Tree Road, Edison, New Jersey 08818
(c) Professional association, law firm
(d) Criminal convictions: None
(e) Civil proceedings: None
(f) New Jersey
Lombardi & Lombardi, P.A. Defined Benefit Pension Plan Dated June 28,
1984 (the "Plan")
(a) Lombardi & Lombardi, P.A. Defined Benefit Pension
Plan Dated June 28, 1984
(b) 1862 Oak Tree Road, Edison, New Jersey 08818
(c) Pension fund
(d) Criminal convictions: None
(e) Civil proceedings: None
(f) New Jersey
December '95 Investment Club ("DIC")
(a) December '95 Investment Club
(b) 1862 Oak Tree Road, Edison, New Jersey 08818
(c) Investment company
(d) Criminal convictions: None
(e) Civil proceedings: None
(f) New Jersey
Robert M. Lombardi
(a) Robert M. Lombardi
(b) 10 Parsonage Road, Edison, New Jersey 08837
(c) Physician; Edison-Metuchen Orthopaedic Group,
10 Parsonage Road, Edison, New Jersey 08837
(d) Criminal convictions: None
(e) Civil proceedings: None
(f) USA
Joseph S. Lombardi
(a) Joseph S. Lombardi
(b) 10 Parsonage Road, Edison, New Jersey 08837
(c) Physician; Edison-Metuchen Orthopaedic Group,
10 Parsonage Road, Edison, New Jersey 08837
(d) Criminal convictions: None
(e) Civil proceedings: None
(f) USA
Anthony M. Lombardi
(a) Anthony M. Lombardi
(b) 1862 Oak Tree Road, Edison, New Jersey 08820
(c) Dentist; 1862 Oak Tree Road, Edison, New Jersey 08820
(d) Criminal convictions: None
(e) Civil proceedings: None
(f) USA
Joseph A. Lombardi
(a) Joseph A. Lombardi
(b) 1862 Oak Tree Road, Edison, New Jersey 08818
(c) Not Applicable
(d) Criminal convictions: None
(e) Civil proceedings: None
(f) USA
Stephen F. Lombardi
(a) Stephen F. Lombardi
(b) 1862 Oak Tree Road, Edison, New Jersey 08818
(c) Attorney; Lombardi & Lombardi, P.A.,
1862 Oak Tree Road, Edison, New Jersey 08818
(d) Criminal convictions: None
(e) Civil proceedings: None
(f) USA
Michael F. Lombardi beneficially owns 110,666 Shares over which he has
sole voting and dispositive power. In addition, Michael F. Lombardi has voting
and dispositive power over 49,000 Shares beneficially owned by Lombardi, 45,666
Shares beneficially owned by the Plan and 4,000 Shares beneficially owned by
DIC.
Robert M. Lombardi beneficially owns 1,313,556 Shares over which he
has sole voting and dispositive power.
Joseph S. Lombardi beneficially owns 648,333 Shares over which he has
sole voting and dispositive power.
Anthony M. Lombardi beneficially owns 66,889 Shares over which he has
sole voting and dispositive power.
Stephen F. Lombardi beneficially owns 10,000 Shares over which he has
sole voting and dispositive power.
Except as set forth above in regards to Michael F. Lombardi, none of
the reporting persons beneficially own or have voting or dispositive power over
any of the Shares beneficially owned by the other reporting persons.
On a combined basis the reporting persons beneficially own 2,248,110
Shares or 50.1% of the outstanding Shares. The reporting persons are a "group"
for purposes of Rule 13d-5(b). The reporting persons are making a joint filing
under Rule 13d-1(f)(1).
Item 3. Source and Amount of Funds or Other Consideration
All funds used by Michael F. Lombardi, Anthony M. Lombardi, Stephen F.
Lombardi and Joseph S. Lombardi to purchase the Shares beneficially owned by
them were derived from their respective personal funds. All funds used by
Lombardi to purchase the Shares beneficially owned by it were derived from
corporate assets. All funds used by the Plan to purchase the Shares beneficially
owned by it were derived from Plan assets. All funds used by DIC to purchase the
Shares beneficially owned by it were derived from the personal funds of its
partners. All funds used by Robert M. Lombardi to purchase Shares beneficially
owned by him were derived from his personal funds, except that he received a
$555,555 loan from the Plan and a $416,666 loan from the Lombardi & Lombardi,
P.A. Profit Sharing Plan to fund a portion of his acquisition of 1,055,556
Shares on May 20, 1999 from the Trustee for the bankruptcy estate of Robert E.
Brennan (see Item 4 below). The amount of funds used to purchase Shares in the
transactions listed on this Amendment No. 4 to Schedule 13D is $4,409,891.
Item 4. Purpose of Transaction
On May 20, 1999, Michael F. Lombardi, Joseph S. Lombardi, Robert M.
Lombardi, Anthony M. Lombardi, Joseph A. Lombardi and Stephen F. Lombardi
purchased 1,722,445 Shares for $2.50 per share from Donald F. Conway, Chapter 11
Trustee for the bankruptcy estate of Robert E. Brennan. The purchase was made
pursuant to a Stock Purchase Agreement, dated June 25, 1998, as amended, and
Court Orders dated September 18, 1998 and November 4, 1998 of the U.S.
Bankruptcy Court for the District of New Jersey. The 1,722,445 Shares were
acquired as follows: 1,055,556 by Robert M. Lombardi; 66,889 by Anthony M.
Lombardi; and 600,000 by Joseph S. Lombardi. Pursuant to the agreement, the
Lombardis have offered to purchase an additional 44,112 Shares from the Trustee
at $2.50 per share if stock certificates for those Shares can be located. If the
Lombardis purchase those additional 44,112 Shares, the reporting persons would
own 2,292,222 Shares, or 51.1% of the outstanding Shares.
Presently, on a combined basis, the reporting persons beneficially own
2,248,110 Shares, or 50.1% of the outstanding Shares. While the reporting
persons' previous acquisitions of Shares were for investment purposes, the
acquisition of the 1,722,445 Shares from the Trustee gave the reporting persons
control of Chefs. With control, the reporting persons intend to take an active
role in the management of Chefs. The reporting persons have had discussions and
reached an understanding with the current directors of Chefs regarding a change
in the members of Chefs' board of directors. On May 25, 1999, Frank Koenemund
resigned from Chefs' board and Robert M. Lombardi was elected by the remaining
board members to fill the vacancy. It is expected that the other directors,
except for Robert M. Lombardi, will resign and that the following persons will
replace them: Michael F. Lombardi, Joseph S. Lombardi, Stephen F. Lombardi and
Anthony M. Lombardi.
Once the reporting persons have control of the board of directors they
intend to evaluate (1) the business direction of Chefs and (2) actions which
might be taken to maximize shareholder value, including various strategic
transactions and alternatives. Except as set forth above, as of the date hereof,
the reporting persons have no present plans or which would result in any of the
transactions required to be described in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
Based upon the information contained in Chef's Annual Report on Form
10-KSB there are issued and outstanding 4,488,369 Shares.
<PAGE>
Michael F. Lombardi beneficially owns 110,666 Shares or 2.5% of the
outstanding Shares. Mr. Lombardi has sole power to vote or direct the vote and
sole power to dispose or direct the disposition of the 110,666 Shares. In
addition, Michael F. Lombardi has power to vote or direct the vote and power to
dispose or direct the disposition of 49,000 Shares beneficially owned by
Lombardi, 45,666 Shares beneficially owned by the Plan and 4,000 Shares
beneficially owned by DIC. On a combined basis, Michael F. Lombardi has the
power to vote or direct the vote and power to dispose or direct the disposition
of 209,332 or 4.7% of the outstanding Shares.
Robert M. Lombardi beneficially owns 1,313,556 Shares or 29.3% of the
outstanding Shares. He has sole power to vote or direct the vote and sole power
to dispose or direct the disposition of the 1,313,556 Shares.
Joseph S. Lombardi beneficially owns 648,333 or 14.4% of the
outstanding Shares. He has sole power to vote or direct the vote and sole power
to dispose or direct the disposition of the 648,333 Shares.
Anthony M. Lombardi beneficially owns 66,889 Shares or 1.5% of the
outstanding Shares. He has sole power to vote or direct the vote and sole power
to dispose or direct the disposition of the 66,889 Shares.
Stephen F. Lombardi beneficially owns 10,000 Shares or .2% of the
outstanding Shares. He has sole power to vote or direct the vote and sole power
to dispose or direct the disposition of the 10,000 Shares.
On a combined basis the reporting persons beneficially own 2,248,110
Shares or 50.1% of the outstanding Shares.
The following table details the transactions by the reporting persons
in the Shares in the last 60 days:
<PAGE>
Date Quantity Price Type of Transaction
May 13, 1999 2,000 $1.0625 Open market purchase
May 13, 1999 12,000 1.3125 Open market purchase
May 14, 1999 20,000 1.3125 Open market purchase
May 17, 1999 11,500 1.3125 Open market purchase
May 20, 1999 1,722,445(1) 2.50 Private purchase from
bankruptcy trustee
May 20, 1999 5,000 1.4375 Open market purchase
May 20, 1999 4,000 1.375 Open market purchase
May 21, 1999 3,500 1.5625 Open market purchase
May 24, 1999 6,500 1.5625 Open market purchase
May 24, 1999 10,000 1.625 Open market purchase
- -----------
(1) The 1,722,445 Shares were purchased as follows: 1,055,556 by Robert M.
Lombardi; 66,889 by Anthony M. Lombardi; and 600,000 by Joseph S. Lombardi. See
Items 2 and 5 for additional details.
Except for the transactions listed above, neither the reporting
persons, nor any person or entity controlled by the reporting persons, has
traded Shares during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
On May 20, 1999, Michael F. Lombardi, Joseph S. Lombardi, Robert M.
Lombardi, Anthony M. Lombardi, Joseph A. Lombardi and Stephen F. Lombardi
purchased 1,722,445 Shares for $2.50 per share from Donald F. Conway, Chapter 11
Trustee for the bankruptcy estate of Robert E. Brennan. The purchase was made
pursuant to a Stock Purchase Agreement, dated June 25, 1998, as amended, and
Court Orders dated September 18, 1998 and November 4, 1998 of the U.S.
Bankruptcy Court District of New Jersey. The 1,722,445 Shares were acquired as
follows: 1,055,556 by Robert M. Lombardi; 66,889 by Anthony M. Lombardi; and
600,000 by Joseph S. Lombardi. Pursuant to the agreement, the Lombardi Group has
offered to purchase an additional 44,112 Shares from the Trustee at $2.50 per
share if stock certificates for those Shares can be located.
Robert M. Lombardi received a $555,555 loan from the Plan and a
$416,666 loan from the Lombardi & Lombardi, P.A. Profit Sharing Plan to fund a
portion of his acquisition of the 1,055,556 Shares from the Trustee.
Item 7. Material to be filed as Exhibits
A. Stock Purchase Agreement dated June 25, 1998.
B. Amendment to Lombardi Stock Purchase Agreement dated May 20, 1999.
C. Joint filing agreement between reporting persons.
<PAGE>
Exhibit A
STOCK PURCHASE AGREEMENT
THIS AGREEMENT made this 25th day of June, 1998, between DONALD F.
CONWAY, Chapter 11 Trustee, for the Bankruptcy Estate of Robert E. Brennan,
debtor maintaining an office at Druker, Rahl and Fein, 200 Canal Pointe
Boulevard, Princeton, New Jersey 08540 (hereinafter referred to as "Seller"),
and MICHAEL F. LOMBARDI, JOSEPH S. LOMBARDI, ROBERT M. LOMBARDI, ANTHONY M.
LOMBARDI, JOSEPH A. LOMBARDI and STEPHEN F. LOMBARDI (hereinafter collectively
referred to as "Purchaser" or "The Lombardi Group), maintaining an office at c/o
LOMBARDI & LOMBARDI, ESQS., 1862 Oak Tree Road, P.O. Box 2065, Edison, New
Jersey 08818 (hereinafter collectively referred to as "Purchaser").
WITNESSETH:
In consideration of the mutual covenants herein contained, the parties
hereto agree as follows:
1. SALE OF CORPORATE STOCK. Seller represents that he is the duly
appointed Chapter 11 Trustee of the Bankruptcy Estate of Robert E. Brennan,
Debtor, (Case No. 95-35502 [KCF]), presently pending in the United States
Bankruptcy Court for the District of New Jersey and in such capacity holds the
Bankruptcy Estate's interest in ONE MILLION SEVEN HUNDRED SIXTY SIX THOUSAND
FIVE HUNDRED FIFTY SEVEN (1,766,557) shares (hereinafter the "Shares") of the
common stock of Chef's International, Inc. (hereinafter the "Corporation")
pursuant to 11 USC ss.541, and Seller agrees to sell the Shares to Purchaser,
and Purchaser agrees to purchase the Shares for the consideration set forth
below, and upon the terms provided herein, and the terms of the Bankruptcy Court
Order referred to in Paragraph 8 herein.
2. PURCHASE PRICE. The total purchase price for the Shares shall be
ONE MILLION SEVEN HUNDRED SIXTY SIX THOUSAND FIVE HUNDRED FIFTY SEVEN DOLLARS
($1,766,557.00), which represents one dollar ($1.00) per share. The purchase
price shall be paid as follows:
(a) Deposit payable
upon the execution of this Agreement ....... $ 100,000.00
(b) Payment of balance on closing of title by New Jersey
bank cashier's check, certified check, wire transfer,
or attorney trust account
check ....................................... $1,666,557.00
3. DEPOSIT. The $100,000.00 deposit referred to in Paragraph 2 of this
Agreement shall be held in trust by Shanley & Fisher, P.C., legal counsel for
Seller, and shall be applied against the purchase price at closing, or in the
event any contingency in this Agreement is not met, said deposit shall be
promptly returned to Purchaser. The deposit shall be forfeited as liquidated
damages in the event Buyer, as the successful bidder, fails to close by reason
of its breach of the successful bid.
4. REPRESENTATIONS AND COVENANTS BY PARTIES.
A. Seller represents and covenants as follows:
1. That in his capacity as the Chapter 11 Trustee of the Debtor's
Estate, he has full and valid title to the Shares to be delivered by him,
subject to approval from the United States Bankruptcy Court as set forth in
Paragraph 8 of this Agreement, and subject to his obtaining a valid
replacement stock certificate for 44,111 shares (the "Replacement
Certificate") since the original certificate for said 44,111 shares is not
in his possession, has the right to sell the Shares to Purchaser;
2. That, to the best of his knowledge, information and belief,
the Shares are fully paid for and are not subject to any liens,
encumbrances, security interests, charges, claims and interests, and are
free of any stamp or similar tax requirements, with any valid liens and/or
encumbrances to attach to the proceeds of sale pursuant to applicable
sections of the United States Bankruptcy Code;
3. That Seller will not permit any liens, encumbrances, claims or
interests to attach to the Shares from the date of this Agreement to the
date of closing of title, and shall, at closing, convey the Shares to
Purchaser free and clear of all liens, encumbrances, security interests,
charges, claims and interests with any liens and/or encumbrances to attach
to the proceeds of sale.
<PAGE>
B. Purchaser represents and covenants as follows:
1. Each individual purchaser represents that at the time of the
execution of this Agreement, and continuing until the time of closing for
the Shares, there exists no event which would cause the Director of the New
Jersey Division of Alcoholic Beverage Control, nor the Director of the
corresponding Florida authority, from suspending or revoking any liquor or
other alcoholic beverage license issued to the Corporation, pursuant to the
provisions of Title 33 of the New Jersey Statutes, entitled "Intoxicating
Liquors," or the regulations promulgated thereunder and codified at
N.J.A.C. 13:3-1.1 et seq, or pursuant to the provisions of applicable
Florida law. Such event includes but is not limited to any violation of any
ordinance, resolution or regulation of any such issuing or governing
authority, or the conviction of any of the purchasers of a crime of moral
turpitude or of a crime involving lewd entertainment, gambling,
prostitution or the possession and/or sale of illegal narcotics.
5. DOCUMENTS TO BE DELIVERED BY SELLER. At the time of closing, Seller
shall deliver:
(a) All of the stock certificates in Seller's name, or in the
name of Robert E. Brennan, properly endorsed for transfer and delivery to
Purchaser, except for a certificate for 44,111 shares if the Corporation's
stock transfer agent has not issued a Replacement Certificate by the time
of closing;
(b) A filed stamped copy of the Bankruptcy Court Order referred
to in Paragraph 8 herein; and
(c) All other documents necessary to complete this transaction,
including, but not limited to all documents required by the United States
Bankruptcy Court.
6. DOCUMENTS TO BE DELIVERED BY PURCHASER. At the time of closing,
Purchaser shall deliver:
(a) Checks in certified funds, or wire transfer for the balance
of the purchase price;
(b) All other documents necessary to complete this transaction
including, but not limited to all other documents required by the United
States Bankruptcy Court.
7. FUNDS TO BE HELD IN ESCROW. If the Replacement Certificate is not
delivered at the time of closing, Shanley & Fisher, P.C., as attorneys for the
Seller, shall hold, in escrow, the sum of $44,111.00 of the purchase price,
until the Replacement Certificate is delivered. Seller shall have sixty (60)
days from the time of closing to furnish the Replacement Certificate, unless
said sixty (60) day period is extended by Purchaser, in its sole discretion. If
the Replacement Certificate is not delivered within said time period, then
Shanley & Fisher shall return the escrowed funds of $44,111.00 to Purchaser.
8. CLOSING DATE. Closing shall take place at the offices of SHANLEY &
FISHER, P.C., within three (3) business days after the Bankruptcy Court Order
referred to in Paragraph 8 herein becomes a Final Order. Notwithstanding the
foregoing, Purchaser, in its sole discretion, may elect to close prior to the
Bankruptcy Court Order referred to in Paragraph 8 herein becoming a Final Order
upon two (2) business days advance written notice to Seller.
9. BANKRUPTCY COURT APPROVAL.
(a) This Agreement is contingent upon Seller obtaining approval from
the United States Bankruptcy Court, District of New Jersey as part of the
existing case titled "In re Robert E. Brennan, Debtor" currently pending as a
Chapter 11 proceeding in the United States Bankruptcy Court, District of New
Jersey, Case No. 95-35502 (KCF). Seller shall, within ten (10) days of the
execution and delivery of this Agreement to all parties, file an application
with the United States Bankruptcy Court pursuant to Section 363 of the United
States Bankruptcy Code to establish bidding procedures and set a hearing to
approve the sale of the Shares and the terms of this Agreement, subject to any
higher or better offers, and further requesting the Bankruptcy Court to affirm
the applicability of Section 1146(c) of the Bankruptcy Code to the proposed sale
of the Shares. The offer of the Purchaser will remain open until such time as
the application to the Bankruptcy Court is approved.
<PAGE>
(b) The Seller's application to the Bankruptcy Court to approve the
sale of the Shares shall request that the Bankruptcy Court approve the following
bidding procedures: In order to be considered, a bid must meet each of the
following requirements: (i) it must be on terms not materially at variance from
the terms of this Agreement; (ii) it shall be for a cash consideration in an
amount that is at least $0.0625 per share more than the purchase price set forth
in this Agreement, or a total of ONE HUNDRED TEN THOUSAND FOUR HUNDRED NINE
DOLLARS EIGHTY-ONE CENTS ($110,409.81), i.e. the bid must be for a minimum cash
price of ONE MILLION EIGHT HUNDRED SEVENTY SIX THOUSAND NINE HUNDRED SIXTY SIX
DOLLARS EIGHTY-ONE CENTS ($1,876,966.81); (iii) it must be submitted in writing
and received by both Seller's and Purchaser's counsel not later than five (5)
business days prior to the Sale Approval Hearing Date fixed by the United States
Bankruptcy Court; (iv) it must be accompanied by (a) proof of financial
capability of the offeror; (b) a good faith deposit of $100,000 to the Trustee's
counsel, Shanley & Fisher, P.C., through a certified check or wired funds drawn
to the order of Donald F. Conway, Trustee. The deposit shall be forfeited as
liquidated damages in the event the successful bidder fails to close by reason
of its breach of the successful bid; and (c) a written representation that at
the time of the submission of the bid, and continuing to the date of closing of
title for the Shares, there exists no event which would cause the Director of
the New Jersey Division of Alcoholic Beverage Control, nor the Director of the
corresponding Florida authority, from suspending or revoking any liquor or other
alcoholic beverage license issued to the corporation, pursuant to the provisions
of Title 33 of the New Jersey Statutes, entitled "Intoxicating Liquors", or the
regulations promulgated thereunder and codified at N.J.A.C. 13:2-1.1 et seq., or
pursuant to the provisions of applicable Florida law. Such event includes but is
not limited to any violation of any ordinance, resolution or regulation of any
such issuing or governing authority, or the conviction of the offeror of a crime
of moral turpitude or of a crime involving lewd entertainment, gambling,
prostitution or the possession and/or sale of illegal narcotics, and, if
reasonably required by Seller, written proof to support the aforesaid
representations;(v) it must explicitly provide that if the bid is accepted, the
closing with respect thereto shall occur within three (3) business days after
the Bankruptcy Court Order becomes a Final Order.
(c) The Bankruptcy Court Order required to be delivered at the time of
closing by Seller shall mean an Order of the United States Bankruptcy Court,
District of New Jersey executed by the United States Bankruptcy Judge presiding
over the Chapter 11 Bankruptcy Case of Robert E. Brennan, Case No. 95-35502
(KCF) approving this Agreement and the consummation of the sale of the Shares
contemplated herein and providing, among other matters, that (a) the Shares
shall be transferred to the Purchaser free and clear of any and all liens,
encumbrances, security interests, charges, claims and interests and free of any
stamp or similar tax requirements; (b) any and all liens and/or encumbrances
against the Shares shall attach to the proceeds of the sale and (c) the
Purchaser is a good faith purchaser entitled to protection pursuant to Section
363(m) of the Bankruptcy Code.
(d) The Bankruptcy Court Order shall be considered a "Final Order"
when the Bankruptcy Court Order has not been stayed, vacated or otherwise
rendered ineffective and either (i) the time period for taking an appeal
therefrom shall have past without an appeal therefrom having been taken or (ii)
if any such appeal shall have been taken or stay granted, such appeal shall have
been dismissed or resolved or such stay shall have been vacated or terminated
and all applicable periods for further appeal of such order shall have past.
10. CONTINGENCIES TO CLOSING. In addition to the Bankruptcy Court
approval contingency set forth in Paragraph 8 of this Agreement, the closing of
title and the obligation of the Purchaser to purchase the shares is contingent
upon the following:
(a) That Chef's International, Inc. is, on the date of closing of
title, a duly organized and existing corporation under and in accordance with
the laws of the State of Delaware, and is duly authorized to transact business
in the States of New Jersey and Florida;
(b) That Chef's International, Inc. is, on the date of closing of
title, a corporation in good standing in the States of Delaware, New Jersey and
Florida, and there are no proceedings or actions pending at that time in any
state to limit or impair any of the corporation's powers, rights and privileges;
(c) That the Shares represent approximately thirty-nine (39%) percent
of the total issued and outstanding stock of the corporation on the date of
closing of title.
<PAGE>
11. NOTICES. All notices, demands, and requests required or permitted
to be given hereunder shall be in writing and shall be served personally or sent
by telecopier and overnight mail, as follows:
TO SELLER: DONALD F. CONWAY, TRUSTEE
c/o Druker, Rahl and Fein
200 Canal Pointe Boulevard
Princeton, New Jersey 08540
FAX: (609) 243-9799
WITH COPY TO: ROBERT K. MALONE, ESQ.
SHANLEY & FISHER, P.C.
131 Madison Avenue
Morristown, New Jersey 07962-1979
FAX: (973) 539-6960
TO PURCHASER: MICHAEL F. LOMBARDI, ESQ.
LOMBARDI & LOMBARDI, ESQS.
1862 Oak Tree Road - P.O. Box 2065
Edison, New Jersey 08818
FAX: (732) 906-7625
WITH COPY TO: JAMES F. CLARKIN III, ESQ.
BORRUS, GOLDIN, FOLEY, VIGNUOLO,
HYMAN, STAHL & CLARKIN, P.C.
2875 U.S. Highway 1 - P.O. Box 7463
North Brunswick, New Jersey 08902
FAX: (732) 422-1016
Notice shall be effective upon the mailing or personal service of same upon the
party or parties to whom such notice is addressed.
12. PRIOR AGREEMENTS. The terms and provisions herein contained
constitute the entire agreement between the parties and this Agreement shall
supersede any and all previous agreements and negotiations.
13. BINDING EFFECT. This Agreement shall be binding not only upon the
parties hereto, but also upon their heirs, executors, administrators,
representatives, successors and assigns, and the parties hereto agree for
themselves and their heirs, executors, administrators, representatives,
successors and assigns to execute any documents in writing or take such other
actions which may reasonably be necessary to implement the intent and purpose of
this Agreement.
14. WAIVER, MODIFICATION AND CANCELLATION. Any waiver, alteration or
modification of any of the provisions of this Agreement or cancellation or
replacement of this Agreement shall not be valid unless in writing and signed by
the parties hereto.
15. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of New Jersey and shall be construed in accordance therewith, without
regard to the conflicts of law or choice of laws provisions thereof.
<PAGE>
16. HEADINGS. The paragraph headings in this Agreement are for
identification purposes and the convenience of the parties only and do not
constitute a part of this Agreement and shall not be so construed.
17. WAIVER OF DEFECTS. Notwithstanding anything herein contained,
Purchaser shall have the ability to waive any defect, contingency or untrue
representation provided herein and proceed with the purchase of the Shares
without abatement in the purchase price.
18. ASSIGNMENT. This Agreement shall not be assigned except with the
written consent of all parties. Neither party shall have the right to delegate
its obligations under this Agreement.
19. SURVIVAL OF AGREEMENT AFTER CLOSING. The warranties, covenants and
promises herein contained shall not merge in but shall survive the closing.
20. SEVERABILITY. In the event that any provision of this Agreement
shall be held invalid, illegal, or unenforceable in any respect, the validity,
legality, enforceability of the remaining provisions contained in this Agreement
shall not in any way be affected or impaired thereby, and this Agreement shall
otherwise remain in full force and effect.
21. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which will be an original, but all of which together will
comprise one and the same instrument.
22. BROKERS. The Seller and the Purchaser represent and warrant that
they have not employed any broker, finder or investment banker who might be
entitled to any brokerage, finder's fee, underwriting discount or other fee or
commission from the Purchaser or the Seller in connection with the sale of the
Shares.
23. FEES. Each party shall be responsible for all legal and other fees
incurred by it in connection with the negotiation of this Agreement and the
consummation of the transaction contemplated hereby.
24. CONSENT TO JURISDICTION. Each party hereto, to the extent that it
may lawfully do so, hereby consents to the exclusive jurisdiction of the United
States Bankruptcy Court for the District of New Jersey, as well as to the
jurisdiction of all courts to which an appeal may be taken from the Bankruptcy
Court, for the purpose of any suit, action or other proceeding arising out of
any of its obligations hereunder or with the transaction contemplated hereby,
and expressly waives any and all objections it may have as to venue, including
without limitation, the inconvenience of such forum, in any of such courts.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement on the date first above written.
/s/Donald F. Conway
DONALD F. CONWAY, TRUSTEE
For the Bankruptcy Estate of
Robert E. Brennan, Debtor
/s/Michael F. Lombardi
Michael F. Lombardi
/s/Robert M. Lombardi
Robert M. Lombardi
/s/Joseph S. Lombardi
Joseph S. Lombardi
<PAGE>
/s/Anthony M. Lombardi
Anthony M. Lombardi
/s/Joseph A. Lombardi
Joseph A. Lombardi
/s/Stephen F. Lombardi
Stephen F. Lombardi
<PAGE>
Exhibit B
AMENDMENT TO LOMBARDI STOCK PURCHASE AGREEMENT
THIS AMENDMENT TO LOMBARDI STOCK PURCHASE AGREEMENT (the "Amendment")
is made as of this 20th day of May, 1999 by and between DONALD F. CONWAY,
Chapter 11 Trustee for the bankruptcy estate of Robert E. Brennan, debtor,
maintaining an office at Druker, Rahl & Fein, 200 Canal Pointe Boulevard,
Princeton, New Jersey 08540 (hereinafter referred to as "Seller" or "Trustee"),
and MICHAEL F. LOMBARDI, JOSEPH S. LOMBARDI, ROBERT M. LOMBARDI, ANTHONY M.
LOMBARDI, JOSEPH A. LOMBARDI, and STEPHEN F. LOMBARDI (hereinafter collectively
referred to as "Purchaser" or "The Lombardi Group"), maintaining an office at
c/o Lombardi & Lombardi, Esqs., 1862 Oak Tree Road, Edison, New Jersey 08818.
WITNESSETH:
WHEREAS, the Purchaser and the Seller entered into that certain Stock
Purchase Agreement, dated as of June 25, 1998, (the "Lombardi Stock Purchase
Agreement") pursuant to which the Purchaser agreed to purchase 1,766,557 shares
(the "Shares") of Chef's International, Inc. ("Chefs") of the bankruptcy estate
of Robert E. Brennan, debtor (Case No. 95-35502[KCF]), subject to approval from
the United States Bankruptcy Court for the District of New Jersey; and
WHEREAS, on September 18, 1998, the United States Bankruptcy Court
entered an order approving the sale of the Shares to JES Management pursuant to
11 U.S.C. ss. 363 of the United States Bankruptcy Code and qualifying The
Lombardi Group as good faith purchasers being the next highest and best
offerors; and
WHEREAS, on November 4, 1998, the United States Bankruptcy Court found
that JES Management breached the Stock Purchase Agreement and entered an order
authorizing the Trustee to close the sale of the Shares to The Lombardi Group
for $2.50 per share;
WHEREAS, the Trustee and The Lombardi Group desire to amend certain
terms of the Lombardi Stock Purchase Agreement in accordance with this Amendment
which do not either materially or adversely alter the Order of the Bankruptcy
Court dated September 18, 1998; and
WHEREAS, capitalized terms not otherwise defined herein shall have the
meanings assigned to them as set forth in the Lombardi Stock Purchase Agreement.
<PAGE>
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, and intending to be legally bound, the
Seller and the Purchaser agree as follows:
1. Paragraph 2 is hereby amended and restated in its entirety as
follows:
"2. PURCHASE PRICE. The total purchase price for the
Shares shall be FOUR MILLION FOUR HUNDRED SIXTEEN THOUSAND
THREE HUNDRED NINETY TWO DOLLARS AND FIFTY CENTS
($4,416,392.50), which represents two dollars and fifty cents
($2.50) per share. The purchase price shall be paid as
follows:
(a) Deposit payable upon execution
of this Agreement $100,000.00
(b) Payment of balance on closing of title by New Jersey
bank cashier's check, certified check, wire transfer,
or Attorney trust account check $4,316,392.50
2. Paragraph 3 is hereby amended and restated in its entirety as
follows:
"3. DEPOSIT. The $100,000.00 deposit referred to in
Paragraph 2 of this Agreement has been received by Shanley &
Fisher, P.C., legal counsel for Seller, and shall be applied
against the purchase price at closing, or in the event any
contingency in this Agreement is not met, said deposit shall
be promptly returned to the Purchaser. The deposit shall be
forfeited as liquidated damages in the event Purchaser, as the
successful bidder, fails to close by reason of its breach of
the successful bid."
3. Paragraph 4.B. is hereby amended and restated in its entirety as
follows:
"B. Purchaser represents and covenants as follows:
1. Each individual Purchaser represents that at the time
of the execution of this Agreement, and continuing
until the time of closing for the Shares, there exists
no event which would cause the Director of the New
Jersey Division of Alcoholic Beverage Control, nor the
Director of the corresponding Florida authority, from
suspending or revoking any liquor or other alcoholic
beverage license issued to the Corporation, pursuant to
the provisions of Title 33 of the New Jersey Statutes,
entitled "Intoxicating Liquors," or the regulations
promulgated thereunder and codified at N.J.A.C.
13:3-1.1 et seq., or pursuant to the provisions of
applicable Florida law. Such event includes but is not
limited to any violation of any ordinance, resolution
of any such issuing authority, or the conviction of any
of the Purchasers of a crime of moral turpitude or of a
crime involving lewd entertainment, gambling,
prostitution or the possession and/or sale of illegal
narcotics.
2. Each individual Purchaser is acquiring the Shares
solely for its own account for investment and not with
a view to resale or distribution thereof, in whole or
part;
3. Each individual Purchaser understands that the Shares
have not been registered under the Securities Act of
1933 (the "Securities Act") and that the offering and
sale of the Shares to Purchaser is intended to be
exempt from registration under the Securities Act,
based, in part, upon the representations and warranties
made by Purchaser herein;
4. Each individual Purchaser understands that the Shares
may not be sold, hypothecated or otherwise disposed of
unless subsequently registered under the Securities Act
and applicable state securities laws or an exemption
from such registration is available;
5. Each individual Purchaser has knowledge and experience
in business and financial matters that it is capable of
evaluating the merits and risks of the purchase of the
Shares and making an informed investment decision with
respect thereto;
<PAGE>
6. Each individual Purchaser understands that the Shares
will bear the following legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "ACT"). THE
SHARES HAVE BEEN ACQUIRED BY THE REGISTERED
HOLDER(S), FOR INVESTMENT AND MAY NOT BE
SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SHARES UNDER THE ACT AND
QUALIFICATION UNDER STATE LAW, IF REQUIRED,
OR AN OPINION OF COUNSEL TO THE COMPANY THAT
SUCH REGISTRATION AND QUALIFICATION IS NOT
REQUIRED
and further understands and agrees that transfer of
the Shares must comply with the restrictions set
forth in the legend;
7. Each individual Purchaser has obtained in its
judgment sufficient information from independent
efforts, relating to both Chefs and its business, to
enable it to evaluate the economic merits and risks
of the purchase of the Shares."
4. Paragraph 5 is hereby amended and restated in its entirety as
follows:
"5. DOCUMENTS TO BE DELIVERED BY SELLER. At
the time of closing, Seller shall deliver:
(a) All of the stock certificates in the name of Robert E.
Brennan, (the "Brennan Certificates") properly endorsed for
transfer and delivery to the Corporation's stock transfer
agent, except for a certificate for 44,111 shares of the
Corporation's stock if transfer agent has not issued a
Replacement Certificate by the time of closing;
(b) A letter of instruction directing the Corporation's stock
transfer agent to cancel the Brennan Certificates and further
directing the Corporation's stock transfer agent to issue new
stock certificates to the individual Purchasers as provided in
Exhibit "A" attached hereto (the "Lombardi Certificates").
(c) Filed stamped copies of the Bankruptcy Court Orders dated
September 18, 1998 and November 4, 1998 authorizing the sale
of the Shares to the Lombardi Group; and
(d) All other documents necessary to complete this
transaction, including but not limited to all documents
required by the United States Bankruptcy Court."
<PAGE>
5. Paragraph 7 is hereby amended and restated in its entirety as
follows:
"7. FUNDS TO BE HELD IN ESCROW:
(a) The Purchase Price shall be held in a non-interest bearing
escrow account by Shanley & Fisher, P.C. ("S&F"), attorneys
for the Seller, until the attorney for the Lombardi Group
telefaxes written notice to S&F that the Lombardi Certificates
have been received. Said notice shall be sent to S&F within
three (3) hours of receipt of the Lombardi Certificates by the
attorney for the Lombardi Group. Upon S&F's receipt of said
notice, the Purchase Price shall be released to Seller.
(b) If the Replacement Certificate is not delivered at the
time of closing, S&F, as attorneys for the Seller, shall hold,
in a non-interest bearing escrow account, the sum of
$110,277.50 of the Purchase Price, until the Replacement
Certificate is delivered in accordance with Paragraph 5(b).
Seller shall have sixty (60) days from the time of closing to
furnish the Replacement Certificate, unless said sixty (60)
day period is extended by Purchaser, in its sole discretion.
If the Replacement Certificate is not delivered within said
time period, as may be extended, then Shanley & Fisher, P.C.
shall return the escrowed funds of $110,277.50 to Purchaser."
6. Paragraph 8 is hereby amended and restated in its entirety as
follows:
"8. CLOSING DATE.
(a) An Escrow Closing shall take place at the offices of S&F,
on May 20, 1999 or within a reasonable time thereafter.
(b) In the event that the Lombardi Certificates are not
received by the attorney for the Lombardi Group by the close
of business June 1, 1999, S&F shall transfer the funds being
held in escrow to an interest bearing escrow account and
Seller shall file an appropriate application with the United
States Bankruptcy Court to compel the transfer of the Shares
to the Lombardi Group as provided in Paragraph 5(b) herein."
7. Except as specifically modified herein, all other terms and
conditions of the Lombardi Stock Purchase Agreement, which is incorporated by
reference herein, shall remain unmodified and shall continue in full force and
effect, and the Purchaser hereby ratifies and confirms all of its obligations
and covenants thereunder.
<PAGE>
8. This Amendment may be signed in any number of counterparts, each of
which shall be an original, and all of which taken together shall constitute a
single agreement.
9. This Amendment shall be construed in accordance with and governed
by the substantive laws of the State of New Jersey without reference to conflict
of laws principles.
IN WITNESS WHEREOF, the parties, by their duly authorized
representatives, have executed this Amendment as of the date first above
written.
/s/Donald F. Conway
DONALD F. CONWAY, TRUSTEE
For the Bankruptcy Estate of
Robert E. Brennan, Debtor
/s/Michael F. Lombardi
Michael F. Lombardi
/s/Robert M. Lombardi
Robert M. Lombardi
/s/Joseph S. Lombardi
Joseph S. Lombardi
/s/Anthony M. Lombardi
Anthony M. Lombardi
/s/Joseph A. Lombardi
Joseph A. Lombardi
/s/Stephen F. Lombardi
Stephen F. Lombardi
<PAGE>
Exhibit C
JOINT FILING AGREEMENT
The undersigned agree that this Amendment No. 4 to Schedule 13D filed
herewith relating to the shares of common stock of Chefs International, Inc. is
filed jointly on behalf of each of the undersigned pursuant to Rule 13d-1(k).
Dated: May 24, 1999
/s/Michael F. Lombardi
Michael F. Lombardi
LOMBARDI & LOMBARDI, P.A.
DEFINED BENEFITS PLAN DATED
JUNE 28, 1984
By: /s/Michael F. Lombardi
Michael F. Lombardi,
Trustee
LOMBARDI & LOMBARDI, P.A.
By: /s/Michael F. Lombardi
Michael F. Lombardi,
President
DECEMBER '95 INVESTMENT CLUB
By: /s/Michael F. Lombardi
Michael F. Lombardi,
Secretary
/s/Robert M. Lombardi
Robert M. Lombardi
/s/Joseph S. Lombardi
Joseph S. Lombardi
/s/Anthony M. Lombardi
Anthony M. Lombardi
/s/Joseph A. Lombardi
Joseph A. Lombardi
/s/Stephen F. Lombardi
Stephen F. Lombardi
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the undersigneds'
knowledge and belief, the undersigned hereby certify that the information set
forth in this statement is true, complete and correct.
May 28, 1999
/s/Michael F. Lombardi
Michael F. Lombardi
LOMBARDI & LOMBARDI, P.A.
DEFINED BENEFITS PLAN DATED
JUNE 28, 1984
By: /s/Michael F. Lombardi
Michael F. Lombardi,
Trustee
LOMBARDI & LOMBARDI, P.A.
By: /s/Michael F. Lombardi
Michael F. Lombardi,
President
DECEMBER '95 INVESTMENT CLUB
By: /s/Michael F. Lombardi
Michael F. Lombardi,
Secretary
/s/Robert M. Lombardi
Robert M. Lombardi
/s/Joseph S. Lombardi
Joseph S. Lombardi
/s/Anthony M. Lombardi
Anthony M. Lombardi
/s/Joseph A. Lombardi
Joseph A. Lombardi
<PAGE>
/s/Stephen F. Lombardi
Stephen F. Lombardi
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
