UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. Two)*
Daniel Green Company
(Name of Issuer)
Common Stock
(Title of Class of Securities)
392775102
(CUSIP Number)
James R. Riedman
President
Riedman Corporation
45 East Avenue
Rochester, New York 14604
(716) 232-4424
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 29, 1997
(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(b)(3) or (4), check the
following box / /.
Note. Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1 (a) 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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
(Continued on the following page(s))
Page 1 of 6 Pages
<PAGE>
CUSIP No. 392775102 Page 2 of 6 Pages
___________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Riedman Corporation
16-0807638
___________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) /X/
(b) / /
___________________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________________
(4) SOURCE OF FUNDS
WC
___________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
___________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
___________________________________________________________________________
(7) SOLE VOTING POWER
501,355 (includes currently exercisable
option to purchase 25,000 shares of
Common Stock)
________________________________________________
NUMBER OF SHARES (8) SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON ________________________________________________
WITH (9) SOLE DISPOSITIVE POWER
501,355 (See Item 7 above)
________________________________________________
(10) SHARED DISPOSITIVE POWER
___________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
501,355 (See Item 7 above)
___________________________________________________________________________
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) / /
_________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.62%
__________________________________________________________________________
(14) TYPE OF REPORTING PERSON (See Instructions)
CO
<PAGE>
CUSIP No. 392775102 Page 3 of 6 Pages
___________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James R. Riedman
###-##-####
___________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) /X/
(b) / /
___________________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________________
(4) SOURCE OF FUNDS
PF
___________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
___________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
___________________________________________________________________________
(7) SOLE VOTING POWER
16,200
________________________________________________
NUMBER OF SHARES (8) SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON ________________________________________________
WITH (9) SOLE DISPOSITIVE POWER
16,200
________________________________________________
(10) SHARED DISPOSITIVE POWER
___________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,200
___________________________________________________________________________
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) / /
___________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.07%
___________________________________________________________________________
(14) TYPE OF REPORTING PERSON (See Instructions)
IN
___________________________________________________________________________
<PAGE>
CUSIP No. 392775102 Page 4 of 6 Pages
Item 1. Security and Issuer.
This Schedule relates to shares of the Common Stock, par value $2.50
per share ("Common Stock") of Daniel Green Company (the "Issuer"). The
Issuer's principal executive office is located at One Main Street,
Dolgeville, New York 13329.
Item 2. Identity and Background.
This statement is submitted by Riedman Corporation, a corporation
organized under the laws of the State of New York. Riedman Corporation's
principal business is insurance brokerage and its principal business and
office address is 45 East Avenue, Rochester, New York 14604. Riedman
Corporation has not, during the last five years, been convicted in a
criminal proceeding and has not, during the last five years, been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which it is or was 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.
Listed below are the names, business addresses and occupational
information for: (a) each executive officer and director of Riedman
Corporation, (b) each person controlling Riedman Corporation, and (c) each
executive officer and director of any corporation or other person
ultimately in control of Riedman Corporation. To the best of the knowledge
of Riedman Corporation, each of the following individuals has not, during
the last five years, been convicted in a criminal proceeding and has not,
during the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of
which it is or was 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.
John R. Riedman
45 East Avenue
Rochester, New York 14604
Chairman, Chief Executive Officer, Treasurer, Director and
Controlling Person of Riedman Corporation, whose principal business
and address is set forth above.
James R. Riedman
45 East Avenue
Rochester, New York 14604
President and Director of Riedman Corporation, whose principal
business and address is set forth above.
Janet H. Ruff
45 East Avenue
Rochester, New York 14604
Secretary and Director of Riedman Corporation, whose principal
business and address is set forth above.
<PAGE>
CUSIP No. 392775102 Page 5 of 6 Pages
Geoffrey Weaver
45 East Avenue
Rochester, New York 14604
Chief Financial Officer of Riedman Corporation,
whose principal business and address is set forth above.
This statement is also submitted by James R. Riedman, the required
information for whom is set forth above.
Item 3. Source and Amount of Funds or Other Consideration
This Amendment No. Two to Schedule 13D is filed to reflect the grant to
Riedman Corporation of a currently exercisable Stock Purchase Option to
purchase 25,000 shares of the Common Stock of the Issuer at a purchase price of
$4.75 per share (the "Option"). The Option was granted on July 29, 1997 and
has no expiration date.
Previous acquisitions by Riedman Corporation and James Riedman are as
follows:
(a) Between October, 1992 and August, 1993, Riedman Corporation
purchased an aggregate of 33,000 shares of Common Stock at prices ranging
from $3.75 to $5.50 per share for an aggregate consideration of $154,893.
(b) On June 26, 1996, Riedman Corporation purchased an additional 475,000
newly-issued shares of Common Stock for $3.16 per share for an aggregate
consideration of $1,500,000. Riedman Corporation immediately resold 31,645
of such shares to Warren J. Reardon, III, the President of the Issuer, for
$3.16 per share for an aggregate consideration of $100,000.
(c) James R. Riedman purchased 1,000 shares of Common Stock in October,
1992 for $3.75 per share for an aggregate consideration of $3,750.
(d) James R. Riedman purchased 7,500 shares of Common Stock on November
26, 1996 for $3.25 per shares for an aggregate consideration of $24,375.
(e) In May, 1993, John Riedman gifted 1,000 shares of Common Stock to two
of James R. Riedman's minor children.
(f) On November 4, 1996 John Riedman purchased 5,700 shares of Common
Stock for $3.25 per share for an aggregate consideration of $18,525 and
immediately gifted such shares to three of James R. Riedman's minor children.
All shares of James R. Riedman's minor children are registered in his name as
custodian under the Uniform Gifts to Minors Act.
The source of funds for Riedman Corporation's purchases was working
capital, and the sources of funds for James R. Riedman's and John Riedman's
purchases were their personal funds.
Item 4. Purpose of the Transaction
The Option was granted to Riedman Corporation as consideration for Riedman
Corporation's loan to the Issuer in the principal amount of $1,000,000.
Item 5. Interest in Securities of the Issuer
(a) Riedman Corporation beneficially owns 501,355 shares of Common
Stock (which includes the currently exercisable Option to purchase 25,000
shares of Common Stock), representing 32.62% of the issued and outstanding
shares of Common Stock. James R. Riedman beneficially owns 16,200 shares of
Common Stock, representing 1.07% of the issued and outstanding shares of Common
Stock.
CUSIP No. 392775102 Page 6 of 6 Pages
(b) Riedman Corporation has the sole power to vote and sole power to
dispose of 501,355 shares of Common Stock, and James R. Riedman has the
sole power to vote and sole power to dispose of 16,200 shares of Common
Stock.
(c) See Item 3 for a description of all transactions in the Common
Stock within the last 60 days.
(d) None.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
None.
Item 7. Material to Be Filed as Exhibits
Exhibit 99-1 - Stock Purchase Option.
Exhibit 99-2 - Joint Filing Agreement.
Signature
After reasonable inquiry and to the best of the undersigned's
knowledge and belief the undersigned certify that the information set forth
in this statement is true, complete and correct.
August 11, 1997 RIEDMAN CORPORATION
By:/s/ James R. Riedman
---------------------------
James R. Riedman, President
August 11, 1997 /s/ James R. Riedman
-----------------------------
James R. Riedman
<PAGE>
EXHIBIT 99-1
DANIEL GREEN COMPANY
Stock Purchase Option
---------------------
Daniel Green Company, a Massachusetts corporation with a principal
office at One Main Street, Dolgeville, New York 13329-1398 (the "Company"),
hereby certifies that Riedman Corporaiton, a New York corporation with a
principal office at 45 East Avenue, Rochester, New York 14604
(the "Optionee") is entitled to purchase shares of the Company's Common
Stock upon the terms and conditions of this Stock Purchase Option.
1. GRANT. The Company hereby grants to the Optionee the
Option to purchase from the Company an aggregate of 25,000 shares of its
Common Stock, $2.50 par value ("Common Stock").
2. OPTION PRICE. The Option may be exercised at the Option
price of $4.75 per share of the Common Stock.
3. TERM AND EXERCISABILITY OF OPTION. This Option shall be
exercisable in whole or in part at any time after the date hereof.
4. METHOD OF EXERCISE. This Option may be exercised from time
to time by written notice to the Company substantially in the form attached
hereto as Exhibit 1, accompanied by payment in full of the Option price for
the number of shares to be delivered, in cash or check payable to the
Company. As soon as practicable after its receipt of such notice, the
Company shall, without transfer, issue tax or other expense to the Optionee,
deliver or cause to be delivered to the Optionee stock certificates
representing the number of shares to be issued upon such exercise.
<PAGE>
-2-
5. RESALE OF STOCK ACQUIRED PURSUANT TO THIS OPTION.
(a) Any Common Stock of the Company acquired by the Optionee
pursuant to the exercise of this Option may not be sold, transferred, exchanged
or otherwise disposed of unless: (i) such shares have been registered
under the Securities Act of 1933 (the "Act"), (ii) such shares can be sold,
transferred, exchanged or otherwise disposed of without registration pursuant
to an exemption from the Act or otherwise without registration and the
Optionee has furnished an opinion of counsel or other evidence, including
an opinion of the Company's counsel, satisfactory to the Company to this
effect or (iii) the Optionee shall have held such shares for a period of
at least one year from the date of acquisition of the shares and shall have
complied with all other provisions of Rule 144 issused under the Act, as
amended and in effect at the time of such sale or other disposition. The
stock certificate or certificates evidencing shares of Common Stock issued
pursuant to any exercise of this Option will bear a legend referring to these
restrictions on their transferability.
(b) REGISTRATION RIGHTS. Upon the request(s) of Optionee at any
time, the Company shall promptly cause any or all Common Stock subject to the
Option or held by Optionee pursuant to its exercise of the OPtion to be
registered for sale under the Securities Act (or any statutory successor
thereto) and qualified for sale pursuant to state "blue sky" laws and do all
things reasonably necessary to facilitate the registered sale of the
Common Stock by Optionee. To the extent reasonably practicable, Optionee
shall combine any such request with a request for registration pursuant to
its rights under Section 4.6 of the Stock Purchase Agreement dated June 26,
1996 between the Company and the Optionee. The Company shall bear the expenses
of such registration and qualifications, other than Optionee's legal counsel's
fees and distribution fees and expenses, which sall be borne by Optionee.
<PAGE>
-3-
If the proposed sale by the Optionee could be accomplished in a
manner substantially similar to that proposed and at the same net sale price
to Optionee by means of a transaction which would be exempt from registration
in accordance with the existing rules and regulations under the Securities
Act, then the Company shall not be required to register such sale.
6. CHANGES IN CAPITAL STRUCTURE. In the event that the
outstanding shares of Common Stock are hereafter changed for a different
number or kind of shares or other securities of the Company, by reason of a
reorganization, recapitalization, exchange of shares, stock split, reverse
stock split, combination of shares or dividend payable in Common Stock or other
securities, a corresponding adjustment shall be made in the number and kind
of shares or other securities covered by this Option. Any such adjustment in
this Option shall be made without change in the total price adjustable to the
unexercised portion of the Option, but the price per share specified in the
Option shall be correspondingly adjusted.
If the Company merges or consolidates with one or more corporations
(whether or not the Company is the surviving corporation) or if the Company
is liquidated or sells or otherwise disposes of substantially all of its
assets to another entity, then, the terms of the unexercised portion of the
Option shall be amended so that after the effective date of such merger,
consolidation or sale, as the case may be, either:
(a) the Optionee shall be entitled, upon exercise of the
Option to receive in lieu of shares of Common Stock the number and class
of shares of such stock or other securities to which it would have been
entitled pursuant to the terms of the merger, consolidation or sale if on
the effective date of such merger, consolidation or sale it had been the
holder of record of the number of shares of Common Stock to which the Option
could be converted upon exercise in full, or (b) the Optionee shall be
entitled to
<PAGE>
-4-
receive from the successor entity a new stock option of comparable value in
lieu of the old Option, which shall be canceled.
7. GENERAL PROVISIONS.
(a) AMENDMENT; WAIVERS. This Option may not be
modified or amended, nor may any provision hereof be wiaved, except by a
written agreement duly signed by each of the parties. The waiver by
either of the parties hereto of any provision hereof in any instance shall
not operate as a waiver of any other provision hereof or in any other instance.
(b) GOVERNING LAW. This Option shall be goverened by
and construed in accordance with the laws of the Commonwealth of
Massachusetts.
(c) NOTICES. Any notice in connection with this
Option shall be deemed to have been properly delivered if it is in writing
and is delivered by hand or sent by registered mail to the party at the
address given above, attention of the President.
(d) EXPENSES. The Company hereby agrees to pay on
demand all reasonable expenses incurred or paid by Riedman Corporation,
including reasonable fees of attorneys, in conneciton with the review of
this Stock Purchase Option and the Note and Security Agreement between
the Company and Riedman Corporation dated as of July ___, 1997 and
compliance with applicable SEC requirements reporting requirements.
IN WITNESS WHEREOF, the Company has caused this Option to be
executed by its officer thereunto duly authorized this 29th day
of July 1997.
DANIEL GREEN COMPANY
/S/Warren J. Reardon, III
------------------------------
Warren J. Reardon
<PAGE>
Exhibit 1
_________,19__
Treasurer
Daniel Green Company
One Main Street
Dolgeville, NY 13329
Re: Exercise of Stock Purchase Option
---------------------------------
Dear Sir:
The undersigned hereby elects to purchase ________ shares of
Common Stock, $2.50 par value, of Daniel Green Company (the "Company")
for the option price of $4.75 per share, pursuant and subject to the
terms and conditions of the Stock Purchase Option dated July __, 1997
(the "Option").
The undersigned encloses herewith payment, in cash or check
payable to the Company, of the option purchase price for said shares.
The undersigned hereby specifically confirms to the Company
that the shares shall be held subject to all of the terms and conditions
of the Option.
Very truly yours,
-------------------------
<PAGE>
EXHIBIT 99-2
AGREEMENT PURSUANT TO RULE 13D-1(F)(1)
The undersigned persons agree and consent to the joint filing on
their behalf of this Schedule 13D in connection with their beneficial
ownership of the common stock of Daniel Green Company at July 31, 1997
and agree that this filing is filed on behalf of each of them.
August 11, 1997 RIEDMAN CORPORATION
By: /s/ James R. Riedman
-----------------------------
James R. Riedman, President
August 11, 1997 /s/ James R. Riedman
-----------------------------
James R. Riedman
