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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
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ERLY INDUSTRIES, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
26883910
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(CUSIP Number)
Michael L. Tenzer
11400 West Olympic Boulevard, Suite 1040
Los Angeles, California 90064 Tel: (310) 820-6000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 6, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with this statement / /. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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 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).
(Continued on following page(s))
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CUSIP No. 26883910 13D
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Kingswood Lakes South, L.P.
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Source of Funds*
00
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
Texas
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Number of Shares (7) Sole Voting Power
Beneficially Owned 88,333 Shares
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
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(9) Sole Dispositive Power
88,333 Shares
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(10) Shared Dispositive Power
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
88,333 Shares
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
1.9%
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(14) Type of Reporting Person*
PN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 26883910 13D
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
TENZER COMPANY, INC.
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Source of Funds*
00
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
Delaware
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Number of Shares (7) Sole Voting Power
Beneficially Owned
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
88,333 Shares
--------------------------------------------------
(9) Sole Dispositive Power
--------------------------------------------------
(10) Shared Dispositive Power
88,333 Shares
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
88,333 Shares
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
1.9%
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(14) Type of Reporting Person*
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 26883910 13D
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
MICHAEL L. TENZER
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Source of Funds*
00
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
U.S.A.
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Number of Shares (7) Sole Voting Power
Beneficially Owned
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
88,333 Shares
--------------------------------------------------
(9) Sole Dispositive Power
--------------------------------------------------
(10) Shared Dispositive Power
88,333 Shares
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
88,333 Shares
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
1.9%
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
This Statement relates to the Schedule 13D (the "Schedule 13D") filed by
Kingwood Lakes South, L.P., Tenzer Company, Inc. and Michael L. Tenzer with
regard to beneficial ownership of common stock, par value $.01 per share (the
"Common Stock") of ERLY Industries, Inc. (the "Company") and constitutes
Amendment No. 4 thereto. Terms used herein and not otherwise defined have the
meaning set forth in the Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(a) is hereby amended and restated to read in its entirety as
follows:
As of the date hereof, the Limited Partnership beneficially owns 88,333
shares of Common Stock, constituting 1.9% of the 4,740,415 shares of Common
Stock outstanding as reported by the Company in its Form 10-Q for the quarter
ended December 31, 1996. The General Partner, which controls the Limited
Partnership, and Mr. Tenzer, who controls the General Partner, also may be
deemed to have beneficial ownership of these Shares.
Ms. May beneficially owns 57 shares of Common Stock, all of which are held
in an individual retirement account in Ms. May's name.
Item 5(c) is hereby amended by adding the following:
The Limited Partnership engaged in the following sales of Shares during the
past sixty days:
On March 6, 1997, the Limited Partnership entered into a Stock Purchase
Agreement (the "Purchase Agreement") to sell 188,333 shares of Common Stock to
Farmers Rice Milling Company and Nanette Kelley (collectively, the "Buyers") for
an aggregate purchase price of $1,148,831.30, or $6.10 per share. The sale was
conditioned upon, among other things, receipt of written confirmation from the
transfer agent that the Shares have been reissued in the name of Buyers and have
been transmitted for delivery to Buyers. Such written confirmation was received
on March 10, 1997. The foregoing description of the Purchase Agreement is
qualified in its entirety by reference to the Purchase Agreement, a copy of
which is attached hereto as Exhibit 1 and incorporated herein in its entirety by
reference.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT 1. Stock Purchase Agreement, dated March 6, 1997, by and between
Kingwood Lakes South, L.P., a Texas limited partnership, and
Farmers Rice Milling Company and Nanette Kelley.
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SIGNATURE.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
KINGWOOD LAKES SOUTH, L.P., a
Texas Limited Partnership
By: TENZER COMPANY, INC., a
Delaware corporation, its General Partner
March 11, 1997 By: /s/ Michael L. Tenzer
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Date Michael L. Tenzer
Title: President
TENZER COMPANY, INC., a Delaware
corporation
March 11, 1997 By: /s/ Michael L. Tenzer
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Date Michael L. Tenzer
Title: President
MICHAEL L. TENZER
March 11, 1997 /s/ Michael L. Tenzer
- ------------------------- ------------------------------------
Date Michael L.Tenzer
7
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EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
- ------- ----------- ----
EXHIBIT 1. Stock Purchase Agreement, dated March 6, 1997, by and between
Kingwood Lakes South, L.P., a Texas limited partnership, and
Farmers Rice Milling Company and Nanette Kelley.
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STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement") is dated as of March 6,
1997, by and between Kingwood Lakes South, L.P., a Texas limited partnership
("Seller"), and Farmers Rice Milling Company and Nanette Kelley (such latter two
parties being referred to herein as "Buyers").
WITNESSETH:
WHEREAS, Seller is the owner of 188,333 shares of common stock, par value
$.01 per share (the "Shares"), of ERLY Industries, Inc., a California
corporation (the "Company");
WHEREAS, Buyers desire to purchase and Seller desires to sell the Shares
pursuant to the terms and subject to the conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained and other good and valuable consideration, Seller and
Buyers hereby agree as follows:
ARTICLE I
SALE AND CLOSING
1.1 SALE AND PURCHASE OF THE SHARES. Subject to the terms and conditions
hereinafter set forth, Seller agrees to sell, convey, assign, transfer and
deliver the Shares to Buyers free and clear of any Claims (as hereinafter
defined), and Buyers, jointly and severally, agree to so purchase the Shares
from Seller, at the Closing (as hereinafter defined).
1.2 PAYMENT OF PURCHASE PRICE. The purchase price for the Shares shall be
U.S. $1,148,831.30 (the "Purchase Price"), or U.S. $6.10 per Share, which shall
be paid by Buyers at the Closing by wire transfer to Vinson & Elkins L.L.P.
("Escrow Agent"), to be held in escrow pending transfer of the Shares to Buyers.
1.3 DELIVERY OF STOCK CERTIFICATE. At the time of Closing, Seller shall
hand deliver to the Company's transfer agent for its Common Stock, Chase Mellon
Shareholder Services, L.L.C. (The "Transfer Agent"), stock certificate number
SL20061 representing the Shares, together with a stock power duly executed in
blank by Seller, with Seller's signature bearing the appropriate Medallion
Guarantee, and instructions to transfer 171,933 of the Shares into the name of
"Farmers Rice Milling Company" and 16,400 of the Shares into the name
<PAGE>
of "Nanette Kelley". Seller shall also instruct the Transfer Agent to deliver
the new certificates for the Shares to Buyers at P.O. Box 788, Baton Rouge,
Louisiana 70821. Seller shall also deliver to the Transfer Agent an opinion of
Seller's counsel, Irell & Manella LLP ("I&M"), addressed to the Transfer Agent
in form reasonably acceptable to Buyers and the Transfer Agent, to the effect
that the sale of the Shares to Buyers is exempt from the registration
requirements of the Securities Act of 1933. Buyers acknowledge and agree that,
in rendering such opinion, I&M will rely upon, among other things, the
representations and warranties of Buyers set forth in Section 3.1.
1.4 CLOSING. The Closing for the purchase and sale of the Shares to be
sold pursuant to this Agreement (the "Closing") shall be held at 9:00 a.m., Los
Angeles time, at the offices of I&M, 1800 Avenue of the Stars, Suite 600, Los
Angeles, California, on March 6, 1997, or at such other date and such other time
or place as Buyers and Seller may mutually agree.
1.5 DELIVERY OF PURCHASE PRICE TO SELLER. Seller and Buyers hereby
irrevocably instruct Escrow Agent to either (i) deliver the purchase price to
Seller upon receipt of written confirmation by the Transfer Agent that the
Shares have been reissued in the name of Buyers and have been transmitted for
delivery to Buyers or (ii) promptly return the Purchase Price by wire transfer
to Buyers (pursuant to wire transfer instructions to be provided in writing by
Buyers) if the Transfer Agent refuses to so reissue the Shares or if such
written confirmation is not received by Escrow Agent by March 20, 1997.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLER
2.1 OWNERSHIP OF THE SHARES AND VALIDITY OF AGREEMENT. Seller is, and
immediately prior to the Closing will be, the record and beneficial owner of the
Shares, and has good and valid title to the Shares free and clear of any liens,
pledges, security interests, options, encumbrances, charges, claims or rights of
any third parties of any kind whatsoever, subject to the disclaimer set forth in
the last sentence of Section 3.2 hereof (collectively, "Claims"). Seller has
full right, power and authority to enter into and to perform its obligations
under this Agreement and to transfer and deliver the Shares as provided herein,
and such delivery will convey to Buyers good and valid title to the Shares, free
and clear of any Claims. This Agreement has been duly authorized, executed and
delivered by Seller and is the legal, valid and binding, obligation of Seller,
enforceable in accordance with its terms, subject to bankruptcy, insolvency,
reorganization,
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moratorium or other similar laws affecting or relating to creditors' rights
generally and general principles of equity.
2.2 DOCUMENTS DELIVERED TO BUYERS. Seller has heretofore provided Buyers
or their representatives with true and complete copies of the following
documents (the "Disclosure Documents"):
(a) Agreement of Limited Partnership of Kingwood Lakes South, L.P.,
dated as of December 20, 1994;
(b) Promissory Note of Gerald D. Murphy, dated December 22, 1994, in
the amount of $1,500,000 payable to the order of Kingwood Lakes South, L.P.;
(c) Pledge Agreement dated as of December 22, 1994, between Gerald D.
Murphy and Kingwood Lakes South, L.P.;
(d) Stock Power dated December 22, 1994, executed by Gerald D.
Murphy;
(e) Stock Power dated July 10, 1996, executed by Kingwood Lakes
South, L.P., as attorney-in-fact for Gerald D. Murphy;
(f) Copy of stock certificate dated December 10, 1996, for 333,333
shares of Common Stock of the Company, issued to Kingwood Lakes South, L.P.;
(g) Copy of stock certificate dated January 6, 1997, for 188,333
shares of Common Stock of the Company, issued to Kingwood Lakes South L.P.,
which certificate represents the Shares;
(h) Schedule 13D of Kingwood Lakes South, L.P., dated March 31, 1995;
(i) Amendment No. 1 to Schedule 13D of Kingwood Lakes South, L.P.,
dated March 29, 1996;
(j) Amendment No. 2 to Schedule 13D of Kingwood Lakes South, L.P.,
dated May 24, 1996;
(k) Amendment No. 3 to Schedule 13D of Kingwood Lakes South, L.P.,
dated January 7, 1997;
(l) Court Order of Partial Summary Judgment, dated December 9, 1996;
(m) Motion for Expedited Consideration and Emergency Relief from
Order of Court of Appeals, dated December 20, 1996;
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(n) Response of Kingwood Lakes South, L.P. to Petition for Mandamus
and Related Motions, dated December 20, 1996;
(o) Supplemental Response of Kingwood Lakes South, L.P., dated
December 23, 1996; and
(p) Opinion of Court of Appeals, dated December 30, 1996.
ARTICLE III
REPRESENTATIONS OF BUYERS
3.1 PRIVATE PLACEMENT. Buyers represent, jointly and severally, that
(a) they understand that the sale of the Shares to Buyers has not been
registered under the Securities Act of 1933, as amended (the "Act") and that the
Shares may not be sold except pursuant to an effective registration statement or
pursuant to an exemption from such registration requirements; (b) they are
acquiring the Shares for investment for their own accounts and without any
present view towards the public distribution of any thereof to any other person
or entity, (c) they will not sell or otherwise dispose of the Shares except in
compliance with the registration requirements or exemption provisions under the
Act and the rules and regulations thereunder, (d) they understand that the
certificates representing the Shares will bear a legend to the foregoing effect,
and that there is no obligation on the part of the Company or any other person
or entity to cause any registration of the Shares under the Act and that if any
transfer of the Shares is to be made in reliance on an exemption from
registration under the Act, the issuer of the Shares may require an opinion of
counsel satisfactory to it that such transfer may be made pursuant to an
exemption under the Act; (e) the Shares were not offered or sold to the Buyers
by any form of general solicitation or general advertising; and (f) that
purchasing the Shares does not violate any law or regulation applicable to the
Buyers or their respective businesses. Buyers further represent, jointly and
severally, that they are each an "accredited investor" as defined in Rule 501(a)
of the Act, and have such knowledge and experience in financial and business
matters that they are capable of evaluating the merits and risks of the
acquisition of the Shares and have concluded that they are able to bear those
risks, and are bona fide residents of the State of Louisiana.
3.2 DISCLOSURE. Buyers represent, jointly and severally, that they or
their representatives have received and reviewed copies of the Disclosure
Documents and such publicly available information about the Company and the
matters disclosed in the Disclosure Documents and have had the opportunity to
ask such questions, and receive answers,
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regarding the foregoing (including the Disclosure Documents) and the matters
described therein, as they have deemed appropriate for their investigation of
their investment in the Shares. Buyers understand and acknowledge that Seller
makes no representations or warranties of any kind whatsoever regarding the
final outcome, or the implications thereof (including with respect to claims
with respect to the Shares), of any of the litigation described or referred to
in the Disclosure Documents.
ARTICLE IV
CONDITIONS OF CLOSING
4.1 BUYERS' CLOSING CONDITIONS. The obligations of Buyers to consummate
the purchase and sale of the Shares are subject to the satisfaction of the
following express conditions, which conditions may be waived by Buyers:
(a) No temporary restraining order, preliminary injunction, permanent
injunction, cease and desist order or other order preventing the consummation of
the transactions and other actions contemplated under this Agreement shall have
been threatened through litigation or issued by any court or judicial body.
(b) The representations and warranties of Seller shall be true and
correct on the date of transfer of the Shares as if made on that date.
4.2 SELLER'S CLOSING CONDITIONS. The obligation of Seller to consummate
the purchase and sale of the Shares is subject to the satisfaction of the
following express conditions, which conditions may be waived by Seller:
(a) No temporary restraining order, preliminary injunction, permanent
injunction, cease and desist order or other order preventing the consummation of
the transactions and other actions contemplated under this Agreement shall have
been threatened through litigation or issued by any court or judicial body.
(b) The representations and warranties of Buyers shall be true and
correct on the date of transfer of the Shares as if made on that date.
ARTICLE V
MISCELLANEOUS
5.1 TERMINATION. In the event that the Closing shall not have occurred on
or before March 13, 1997, then Buyers and Seller shall each have the right
(provided in each case that such party is not in breach of its obligations under
this
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Agreement), exercisable at any time after such date by notice in writing, to
terminate this Agreement and its obligations hereunder. No termination of this
Agreement, whether pursuant to this Section 5.1 or otherwise, shall terminate or
impair any claim by one party against the other party, based upon any breach by
the other party of its obligations under this Agreement prior to such
termination.
5.2 BROKERAGE FEES. Seller agrees to indemnify, hold harmless and defend
Buyers from the payment of any and all brokers' and finders' expenses,
commissions, fees and other forms of compensation which may be due or payable
from or by Seller, or may have been earned from any third party acting on behalf
of Seller, including all such amounts payable to First Global Securities, Inc.,
in connection with negotiation and execution of this Agreement and the
consummation of the transactions herein contemplated. Buyers agree, jointly and
severally, to indemnify, hold harmless and defend Seller from the payment of any
and all brokers' or finders' expenses, commissions or fees or other forms of
compensation which may be due or payable from or by Buyers or may have been
earned by any third party acting on behalf of Buyers, in connection with
negotiation and execution of this Agreement and the consummation of the
transactions herein contemplated.
5.3 NOTICES. All notices or other communications which are required or
permitted hereunder shall be in writing and sufficient if delivered personally,
or sent by registered or certified mail (postage prepaid), or sent by air
courier, or sent by facsimile transmission (with transmission confirmed),
addressed as follows:
If to Seller, at:
Kingwood Lakes South, L.P.
c/o Tenzer Company, Inc., General Partner
11400 W. Olympic Blvd., Suite 1040
Los Angeles, California 90064
Attn: Michael L. Tenzer
Telephone: (310) 820-6000
Fax: (310) 442-3643
If to Buyers, at:
Nanette Kelley
P.O. Box 788
Baton Rouge, Louisiana 70821
Telephone: (504) 922-4540
Fax: (504) 922-4544
5.4 NO LIABILITY. No director, officer or shareholder of Seller's general
partner, and no limited partner of Seller, on the one hand, or director, officer
or shareholder of
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Buyers, on the other hand, shall, in their capacity as such, have any liability
under or with respect to this Agreement.
5.5 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.
[Seller] KINGWOOD LAKES SOUTH, L.P.
By: Tenzer Company, Inc., a Delaware
corporation, its sole general
partner
By: /s/ Michael L. Tenzer
-----------------------------------
Michael L. Tenzer
President
[Buyers] FARMERS RICE MILLING COMPANY
By: /s/ Nanette Kelley
-----------------------------------
Nanette Kelley
President
/s/ Nanette Kelley
-----------------------------------
Nanette Kelley
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