UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
LIFECORE BIOMEDICAL, INC.
--------------------------
(Name of Issuer)
Common Stock, $0.01 par value
--------------------------
(Title of Class of Securities)
532187107
-------------
(CUSIP Number)
John E. Runnells
The Vertical Group, L.P.
18 Bank Street
Summit, NJ 07901
(908) 277-3737
--------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 20, 1999
--------------------------
(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: Schedules filed in paper format shall include a signed original and five
copies of the schedule including all exhibits. 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
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>
SCHEDULE 13D
CUSIP NO. 532187107 Page 2 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Vertical Fund Associates, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(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
Delaware
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY 445,600
EACH REPORTING PERSON 8 SHARED VOTING POWER
WITH
9 SOLE DISPOSITIVE POWER
445,600
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
445,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.6%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP NO. 532187107 Page 3 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vertical Life Sciences, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(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
Delaware
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY 304,100
EACH REPORTING PERSON 8 SHARED VOTING POWER
WITH
9 SOLE DISPOSITIVE POWER
304,100
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
304,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.4%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP NO. 532187107 Page 4 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen D. Baksa
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(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
U.S.A.
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY 118,000
EACH REPORTING PERSON 8 SHARED VOTING POWER
WITH 749,700
9 SOLE DISPOSITIVE POWER
118,000
10 SHARED DISPOSITIVE POWER
749,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
867,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.0%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 532187107 Page 5 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jack W. Lasersohn
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(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
U.S.A.
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY 20,000
EACH REPORTING PERSON
WITH
8 SHARED VOTING POWER
749,700
9 SOLE DISPOSITIVE POWER
20,000
10 SHARED DISPOSITIVE POWER
749,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
769,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 532187107 Page 6 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John E. Runnells
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(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
U.S.A.
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY 1,800
EACH REPORTING PERSON 8 SHARED VOTING POWER
WITH 749,700
9 SOLE DISPOSITIVE POWER
1,800
10 SHARED DISPOSITIVE POWER
749,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
742,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
This Amendment No. 2 to Statement on Schedule 13-D ("Statement") with
respect to the Common Stock, par value $0.01 per share, of Lifecore Biomedical,
Inc. (the "Issuer") is filed jointly by The Vertical Fund Associates, L.P.
("Associates") and Vertical Life Sciences, L.P. ("Life Sciences") (collectively,
the "Partnerships"), Stephen D. Baksa ("Baksa"), Jack W. Lasersohn ("Lasersohn")
and John E. Runnells ("Runnells") (the Partnerships, Baksa, Lasersohn and
Runnells are hereinafter sometimes referred to collectively as the "Reporting
Persons") in order to amend Items 3 and 5 of the Statement to read in their
entirety as set forth below. No change is made to the other Items contained in
the Statement.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As of August 23, 1999, Associates owned 445,600 shares of LCBM Common
Stock, which it acquired at an aggregate cost of $3,504,105; Life Sciences owned
304,100 shares of LCBM Common Stock, which it acquired at an aggregate cost of
$2,362,892; Baksa owned 118,000 shares of LCBM Common Stock, which he acquired
at an aggregate cost of $1,138,681; Lasersohn owned 20,000 shares of LCBM Common
Stock, which he acquired at an aggregate cost of $183,750; and Runnells owned
1,800 shares of LCBM Common Stock, which he acquired at an aggregate cost of
$17,550. All of the 889,500 shares of LCBM Common Stock collectively owned by
the Reporting Persons are hereinafter referred to as the "Shares". The source of
funds used by each Partnership to acquire the Shares owned by it was such
Partnership's internal cash funds and by each of the three Individuals was such
Individual's personal funds.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) Of the aggregate 889,500 Shares beneficially owned by all the
Reporting Persons, 445,600 shares (approximately 3.6% of the total outstanding)
are directly and beneficially owned by Associates; 304,100 shares (approximately
2.4% of the total outstanding) are directly and beneficially owned by Life
Sciences; 118,000 shares (approximately 1.0% of the total outstanding) are
directly and beneficially owned by Baksa; 20,000 shares (approximately 0.2% of
the total outstanding) are directly and beneficially owned by Lasersohn; and
1,800 shares (less than 0.1% of the total outstanding) are directly and
beneficially owned by Runnells. Subject to the next succeeding paragraph, each
of the Reporting Persons has the sole power to vote or direct the vote and to
dispose or direct the disposition of the Shares directly and beneficially owned
by such person.
In addition, Group may be deemed to be the beneficial owner of all 749,700
Shares (approximately 6.0% of the total outstanding) collectively owned by the
two Partnerships because, as the sole general partner of both Partnerships,
Group has the sole power to vote or direct the vote and to dispose or direct the
disposition of such Shares, and each of the Individuals may be deemed to be the
beneficial owner of all 749,700 Shares (approximately 6.0% of the total
outstanding) collectively owned by the two Partnerships because as a general
partner of Group (which is the sole general partner of both Partnerships), each
such Individual shares the power (which may be exercised by any one of such
Individuals acting alone) to vote or direct the vote and to dispose or direct
the disposition of such Shares.
(c) The chart below lists all transactions in LCBM Common Stock during to
past 60 days by any of the persons identified in response to paragraph (a) of
this Item 5, all of which transactions were purchases of LCBM Common Stock
effected in the open market:
<PAGE>
Person
Effecting Date of Number of Price per
Transaction Transaction Shares Share
- ----------- ----------- --------- ---------
Associates July 21, 1999 5,000 $10.38
Associates July 22, 1999 2,500 $9.88
Associates July 23, 1999 2,500 $9.88
Associates July 29, 1999 7,000 $9.31
Associates August 4, 1999 7,000 $9.50
Associates August 5, 1999 5,000 $9.20
Associates August 6, 1999 4,000 $9.00
Associates August 9, 1999 7,000 $9.56
Associates August 10, 1999 35,000 $9.47
Associates August 16, 1999 34,000 $8.87
Associates August 20, 1999 7,000 $9.50
Life Sciences June 30, 1999 2,000 $11.63
Life Sciences July 22, 1999 2,500 $9.88
Life Sciences July 29, 1999 3,000 $9.31
Life Sciences August 3, 1999 2,500 $9.44
Life Sciences August 4, 1999 3,000 $9.50
Life Sciences August 5, 1999 3,000 $9.20
Life Sciences August 9, 1999 3,000 $9.56
Life Sciences August 10, 1999 15,000 $9.47
Life Sciences August 16, 1999 14,000 $8.87
Life Sciences August 20, 1999 3,000 $9.50
Baksa August 11, 1999 2,000 $8.87
Baksa August 16, 1999 2,000 $8.87
Lasersohn July 30, 1999 5,000 $9.50
(d) and (e) Not applicable.
<PAGE>
SIGNATURE.
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this Amendment No. 2 is
true, complete and correct.
August 24, 1999 VERTICAL FUND ASSOCIATES, L.P.
BY: THE VERTICAL GROUP, L.P.
General Partner
By: /s/ John E. Runnells
----------------------
John E. Runnells
General Partner
VERTICAL LIFE SCIENCES, L.P.
BY: THE VERTICAL GROUP, L.P.
General Partner
By: /s/ John E. Runnells
------------------------
John E. Runnells
General Partner
/s/ Stephen D. Baksa
---------------------------
Stephen D. Baksa
/s/ Jack W. Lasersohn
---------------------------
Jack W. Lasersohn
/s/ John E. Runnells
---------------------------
John E. Runnells
