UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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, N.J. 07901
-------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 8, 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
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CUSIP NO. 532187107 Page 2 of 12 Pages
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Vertical Fund Associates, L.P.
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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 7 SOLE VOTING POWER
SHARES 286,600
BENEFICIALLY ====================================================
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING ====================================================
PERSON WITH 9 SOLE DISPOSITIVE POWER
286,600
====================================================
10 SHARED DISPOSITIVE POWER
================================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
286,600
================================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES |_|
================================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.3%
================================================================================
14 TYPE OF REPORTING PERSON*
PN
================================================================================
<PAGE>
SCHEDULE 13D
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CUSIP NO. 532187107 Page 3 of 12 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 7 SOLE VOTING POWER
SHARES 228,100
BENEFICIALLY ====================================================
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING ====================================================
PERSON WITH 9 SOLE DISPOSITIVE POWER
228,100
====================================================
10 SHARED DISPOSITIVE POWER
================================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
228,100
================================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES |_|
================================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.8%
================================================================================
14 TYPE OF REPORTING PERSON*
PN
================================================================================
<PAGE>
SCHEDULE 13D
================================================================================
CUSIP NO. 532187107 Page 4 of 12 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 7 SOLE VOTING POWER
SHARES 100,000
BENEFICIALLY ====================================================
OWNED BY 8 SHARED VOTING POWER
EACH 514,700
REPORTING ====================================================
PERSON WITH 9 SOLE DISPOSITIVE POWER
100,000
====================================================
10 SHARED DISPOSITIVE POWER
514,700
================================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
614,700
================================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES |_|
================================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0%
================================================================================
14 TYPE OF REPORTING PERSON*
IN
================================================================================
<PAGE>
SCHEDULE 13D
================================================================================
CUSIP NO. 532187107 Page 5 of 12 Pages
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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 7 SOLE VOTING POWER
SHARES 15,000
BENEFICIALLY ====================================================
OWNED BY 8 SHARED VOTING POWER
EACH 514,700
REPORTING ====================================================
PERSON WITH 9 SOLE DISPOSITIVE POWER
15,000
====================================================
10 SHARED DISPOSITIVE POWER
514,700
================================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
529,700
================================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES |_|
================================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.3%
================================================================================
14 TYPE OF REPORTING PERSON*
IN
================================================================================
<PAGE>
SCHEDULE 13D
================================================================================
CUSIP NO. 532187107 Page 6 of 12 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 7 SOLE VOTING POWER
SHARES 1,800
BENEFICIALLY ====================================================
OWNED BY 8 SHARED VOTING POWER
EACH 514,700
REPORTING ====================================================
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,800
====================================================
10 SHARED DISPOSITIVE POWER
514,700
================================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
516,500
================================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES |_|
================================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.2%
================================================================================
14 TYPE OF REPORTING PERSON*
IN
================================================================================
<PAGE>
Item 1. Security and Issuer.
This Statement on Schedule 13-D ("Statement") is filed with respect to the
Common Stock, par value $0.01 per share, of Lifecore Biomedical, Inc. (the
"Issuer"), whose principal executive offices are located at 3515 Lyman
Boulelvard, Chaska, Minnesota 55318. Such class of securities is hereinafter
referred to as "LCBM Common Stock."
Item 2. Identity and Background.
This Statement 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"). Each of the Partnerships is a Delaware limited partnership whose
business address is 18 Bank Street, Summit, New Jersey 07901. The sole general
partner of each of the Partnerships is The Vertical Group, L.P. ("Group"), a
Delaware limited partnership whose business address is 18 Bank Street, Summit,
New Jersey 07901. The general partners of Group are Baksa, Richard B. Emmitt,
Lasersohn and Runnells (collectively, the "Individuals"), each of whom is a
United States citizen and has a business address of 18 Bank Street, Summit, New
Jersey 07901. Each of the Partnerships, Group and the Individuals is engaged
principally in the business of securities investment. During the past five
years, neither of the Partnerships nor Group nor any of the Individuals has been
(i) convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
As of April 9, 1999, Associates owned 286,600 shares of LCBM Common Stock,
which it acquired at an aggregate cost of $1,999,883, Life Sciences owned
228,100 shares of LCBM Common Stock, which it acquired at an aggregate cost of
$1,680,705, Baksa owned 100,000 shares of LCBM Common Stock, which he acquired
at an aggregate cost of $981,956, Lasersohn owned 15,000 shares of LCBM Common
Stock, which he acquired at an aggregate cost of $136,250, and Runnells owned
1,800 shares of LCBM Common Stock, which he acquired at an aggregate cost of
$17,550. All of the 631,500 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 4. Purpose of Transaction.
The Reporting Persons have acquired the Shares for investment and,
depending on prevailing market prices and other factors, may purchase additional
shares of LCBM Common Stock or sell some or all of the Shares from time to time.
Except as set forth above, the Reporting Persons have no current plans or
proposals that relate to or would result in:
7
<PAGE>
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer of any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy
of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
issuer by any person;
(h) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) and (b) Of the aggregate 631,500 Shares beneficially owned by all
the Reporting Persons, 286,600 shares (approximately 2.3% of the total
outstanding) are directly and beneficially owned by Associates, 228,100
shares (approximately 1.8% of the total outstanding) are directly and
beneficially owned by Life Sciences, and 100,000 shares (approximately 0.8%
of the total outstanding) are directly and beneficially owned by Baksa,
15,000 shares (approximately 0.1% 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
514,700 Shares (approximately 4.1% 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 514,700 Shares (approximately
4.1% 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
8
<PAGE>
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:
<TABLE>
<CAPTION>
Person
Effecting Date of Number of Price per
Transaction Transaction Shares Share
- ----------- ----------- --------- ---------
<S> <C> <C> <C>
Associates March 26, 1999 4,000 $8.86
Associates April 8, 1999 10,100 $8.17
Associates April 9, 1999 6,000 $8.05
Life Sciences March 15, 1999 25,000 $10.12
Life Sciences March 24, 1999 4,500 $9.06
Life Sciences March 25, 1999 5,300 $8.79
Life Sciences March 26, 1999 3,000 $8.86
Baksa February 23, 1999 1,000 $9.92
Baksa March 26, 1999 1,000 $8.86
Baksa March 31, 1999 2,000 $8.68
Baksa April 8, 1999 2,000 $8.17
Lasersohn March 11, 1999 5,000 $9.75
Lasersohn March 31, 1999 10,000 $8.75
</TABLE>
(d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Except as described in the second paragraph of Item 5 (a) and (b) of
this Statement and in this Item 6, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between or among any of
the persons named in Item 2 of this Statement, or between or among any of
such persons and any
9
<PAGE>
other person with respect to any securities of the Issuer, including but
not limited to transfer or voting of any securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
Since Group is the sole general partner of each Partnership and Baksa,
Lasersohn and Runnells are general partners of the Group, it is likely that
all of the Reporting Persons, although not obligated to do so, will in
general adopt similar strategies with respect to their investments in the
Issuer (including with respect to the acquisition, disposition and voting of
LCBM Common Stock). In addition, Group, as general partner of each of the
Partnerships, may from time to time combine orders to purchase or sell LCBM
Common Stock on behalf of the Partnerships into a single purchase or sale
order and thereafter allocate such purchase or sale between the Partnerships
on an average price basis.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 -- Joint Filing Agreement dated April 13, 1999.
10
<PAGE>
Signature.
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this Statement is
true, complete and correct.
April 13, 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
11
Exhibit 99.1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934,
the undersigned hereby agree that only one statement containing the
information required by Schedule 13D (or any amendment thereof) need be filed
on their behalf with respect to the beneficial ownership of any equity
securities of Lifecore Biomedical, Inc. or any subsequent acquisitions or
dispositions of equity securities of Lifecore Biomedical, Inc. by any of the
undersigned.
Date: April 13, 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
