UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
BIO-RESPONSE, INC. (now known as Liberty Group Holdings, Inc.)
(Name of Issuer)
Common Stock
(Title of Class of Securities)
530550 10 2
(CUSIP Number)
Mr. Barry L. Hawk David Lubin, Esq.
c/o Liberty Group Holdings, Inc. Herrick, Feinstein LLP
11 52nd Street 2 Park Avenue
Brooklyn, New York 11232 New York, New York 10016
(718) 492-0793 (212) 592-1400
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 23, 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 .
*The remainder of this cover page shall be filed 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))
Page 1 of 4 Pages
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1
CUSIP No. 530550 10 2 13D Page 2 of 4 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Barry L. Hawk ("Hawk")
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
USA
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
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7 SOLE VOTING POWER
NUMBER OF 250,000
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
3,150,000
OWNED BY
-----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 250,000
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
3,150,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,400,000 shares of Issuer Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[-]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.33
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14 TYPE OF REPORTING PERSON*
IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
CUSIP No. 530550 10 2 13D Page 3 of 4 Pages
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Item 1. Security and Issuer.
Common Stock, par value $.004 per share
Bio-Response, Inc. (now known as Liberty Group Holdings, Inc.)
11 52nd Street
Brooklyn, New York 11232
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Item 2. Identity and Background.
(a) Barry L. Hawk
(b) 11 52ND Street Brooklyn, New York 11232
(c) [President] of the Issuer 11 52ND Street Brooklyn, New York 11232
(d) N/A
(e) N/A
(f) United States of America
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Item 3. Source and Amount of Funds or Other Consideration.
Shares of common stock of Liberty Group Holdings, Inc., a Delaware
corporation.
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Item 4. Purpose of Transaction.
As of November 23, 1999, the Issuer consummated a merger with Liberty Group
Holdings, Inc., a Delaware corporation ("Liberty"), pursuant to the
Agreement and Plan of Merger by and among the Issuer, Liberty and BR
Acquisition Corp., a Delaware corporation and wholly owned subsidiary of
the Issuer.
Under the terms of the Merger Agreement, the Issuer exchanged shares of
Common Stock for all of the outstanding shares of Liberty capital stock.
(a) - (j) The undersigned has no plans or proposals which would result in
any of the actions enumerated in Item 4(a) through (j) of Schedule 13D.
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Item 5. Interest in Securities of the Issuer.
As of the date of this filing, Hawk is the owner of, or has voting power
over, an aggregate of 3,400,000 shares of Issuer Common Stock, which shares
represent 53.33% of the total outstanding shares of Issuer Common Stock as
of November 23, 1999, as set forth below. The total number of outstanding
shares includes those shares issued in connection with the Merger.
(i) From November 23, 1999 and for a period of 30 days thereafter,
Hawk has voting power over 2,000,000 shares (the "Subject Shares") of
Common Stock beneficially owned by Ferro Foods Corporation, a Delaware
corporation ("Ferro"), pursuant to an escrow agreement entered into as
a condition of the Asset Purchase Agreement between the Issuer and
Ferro, dated November 23, 1999 (the "Asset Purchase Agreement").
Subject to the escrow agreement related thereto, after such 30 day
period the Subject Shares will be released, and voting power thereof
shall be vested in Ferro; except, that the Subject Shares shall be
hypothecated as security for personal loans made to the stockholders
of Ferro in order to repay certain indebtedness of Ferro, and the
Subject Shares shall be subject to the terms of any hypothecation
agreement to be entered into between the stockholders of Ferro and
such lender. Hawk disclaims legal or beneficial ownership of the
Subject Shares.
(ii) 250,000 shares of Common Stock issuable upon exercise of an
option granted to Hawk by the Issuer, which option may be exercised at
any time from and after November 23, 1999.
(iii) an aggregate of 1,150,000 shares of Common Stock beneficially
owned by the Willow Road Trust and the Crafton Trust, of which Hawk is
a Trustee, as disclosed on the Schedule 13D filed by each of the
Willow Road Trust and the Crafton Trust.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Asset Purchase Agreement
Voting Trust Agreement and Proxy, between the Issuer and Ferro, dated
as of November 23, 1999 ("Voting Trust Agreement").
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Item 7. Material to be Filed as Exhibits.
Asset Purchase Agreement*
Escrow Agreement*
Voting Trust Agreement*
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*Included as Exhibit to the Company's Current Report on Form 8-K, filed
November 26, 1999.
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<PAGE>
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.
November 23, 1999
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Date Barry L. Hawk
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
