UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
LIBERTY GROUP HOLDINGS, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
530550102
(CUSIP Number)
Mr. Frank Ferro, Sr. David Lubin, Esq.
Ferro Foods Corporation Herrick, Feinstein LLP
11 52nd Street 2 Park Avenue
Brooklyn, New York 11232 New York, New York 10016
Tel.: (718) 492-0793 (212) 592-1400
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 2, 2000
(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 the 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 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>
CUSIP No. 530550 10 2 13D Page 2 of 5 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
FERRO FOODS CORPORATION
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO
________________________________________________________________________________
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
NUMBER OF 1,933,000**
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
None
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,933,000**
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
None
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,933,000 shares of Common Stock
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.32%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** These shares are subject to a Lock-Up Agreement, Escrow Agreement and
Voting Trust and Proxy Agreement
<PAGE>
CUSIP No. 530550 10 2 13D Page 3 of 5 Pages
PART II TO SCHEDULE 13D
This filing constitutes Amendment No. 1 to the Schedule 13D dated
November 23, 1999 ("Schedule 13D") filed by Ferro Foods Corporation ("Ferro").
All capitalized terms used and not otherwise defined herein have the meanings
ascribed to them in the Schedule 13D.
All information set forth in the Schedule 13D, remains true and
accurate on the date of this Amendment No. 1, except that Item 4, Item 5, Item 6
and Item 7 are amended by the addition of the following:
Item 4. Purpose of Transaction.
Pursuant to Amendment No. 1 to Escrow Agreement (as hereinafter defined),
67,000 shares of common stock, par value $.004 per share ("Common Stock")
, of Liberty Group Holdings, Inc. (the "Issuer") have been forfeited by
Ferro and released from escrow to various third parties. The balance of
the shares of Common Stock beneficially owned by Ferro (1,933,000 shares)
remain in escrow until released therefrom only upon the written
instructions of the Buyer (as hereinafter defined). Additional shares may,
in the future, be forfeited by Ferro in the event that certain liabilities
and obligations of Ferro, and Frank Ferro, Sr. ("FF") and Frank Gambino
("FG") with respect to the business and assets of Ferro have not been
satisfied.
Item 5. Interest in Securities of the Issuer.
As of the date of this filing, Ferro is the beneficial owner of an
aggregate of 1,933,000 shares of Common Stock which shares represent
30.32% of the total outstanding shares of Common Stock of the Issuer. All
of such shares are held in escrow, in accordance with the terms of an
Escrow Agreement dated November 23, 1995, as amended as of February 1,
2000, by and among Ferro, Liberty Food Group, LLC, a Delaware limited
liability company and a wholly-owned subsidiary of the Issuer (the
"Buyer"), FF, FG and Herrick, Feinstein LLP, as escrow agent (the "Escrow
Agreement"), and shall be released, at such times and in such amounts,
upon written instructions from the Buyer, when it, in its sole and
absolute discretion, is satisfied that all liabilities or obligations of
Ferro or of FF and FG in connection with Ferro's business and assets have
been satisfied.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
On November 23, 1999, Ferro entered into a Lock-Up Agreement dated
November 23, 1999, in favor of the Issuer (the "Lock-Up Agreement") which
provides that Ferro shall not (a) promote or otherwise maintain a market
for the Common Stock; (b) engage in any "buy-side" trading activities,
hedging transactions or other activities that could reasonably be expected
to influence the market price of the Common Stock; (c) sell, transfer,
gift or otherwise dispose of any of the Common Stock until November 24,
2001; and after such time, (i) shall not sell any Common Stock in a
transaction that is effected at a price which is lower than the quoted bid
price of the Common Stock at the time of sale; (ii) if Ferro engages in
multiple sales of shares of Common Stock in any five (5) consecutive
business day period, Ferro shall not sell any shares of Common Stock in a
transaction that is effected at a price which is lower than the last price
received by Ferro for the shares of Common Stock; and (iii) shall not sell
more than ten percent (10%) of the shares of Common Stock held by it in
any calendar month.
The Escrow Agreement pursuant to which the 2,000,000 shares of Common
Stock, which were used as consideration for the purchase of the assets of
Ferro were placed in escrow, was amended. Pursuant to Amendment No. 1 to
the Escrow Agreement dated as of February 1, 2000 ("Amendment No. 1 to
Escrow Agreement"), 67,000 shares of Common Stock were forfeited by Ferro
and released from escrow to various third parties. Since a financial
accommodation to satisfy the debts of the business was not established,
the balance of the shares (1,933,000) are to remain in escrow and are to
be released only upon the written instructions of the Buyer. It is the
intention of Ferro, FF and FG that the escrow shares be used, to the
extent possible, to satisfy outstanding debts and liabilities in
connection with the business of Ferro. Accordingly, additional shares may
be forfeited by Ferro in the event that such liabilities and obligations
are not satisfied.
<PAGE>
CUSIP No. 530550 10 2 13D Page 4 of 5 Pages
Item 7. Materials to be Filed as Exhibits.
The following agreements are being filed as Exhibits to the Schedule 13D:
10.1 Lock-Up Agreement
Amendment No. 1 to Escrow Agreement*
<PAGE>
CUSIP No. 530550 10 2 13D Page 5 of 5 Pages
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.
Dated: February 29, 2000
FERRO FOODS CORPORATION
By: /s/ Frank Ferro, Sr.
Frank Ferro, Sr., President
- --------
* Incorporated by reference to Exhibit 10.10 of the Issuer's Current Report
of Form 8-K/A dated March 13, 2000.
- ---------------------------------------------
November 23, 1999
Liberty Group Holdings, Inc.
11 52nd Street
Brooklyn, New York 11232
Re: Shares of common stock, par value $.004 per share ("Common
Stock") of Liberty Group Holdings, Inc., f/k/a
Bio-Response, Inc. (the "Company")
Gentlemen:
The undersigned is the record and beneficial owner of shares of
Common Stock (the "Shares") which were issued to the undersigned by the Company
for valid consideration on November 23, 1999.
The undersigned hereby agrees and acknowledges, for the benefit of
the Company and its successors and assigns, that (a) the undersigned has not and
will not be directly or indirectly involved in any activity that promotes or
otherwise maintains a market for the securities of the Company; (b) the
undersigned will not engage in any "buy-side" trading activities, hedging
transactions or other activities that could reasonably be expected to influence
the market price of the securities of the Company; (c) the undersigned shall not
sell, transfer, gift or otherwise dispose of any of the Shares until November
24, 2001; and after such time, (i) the undersigned shall not sell the Shares in
a transaction that is effected at a price which is lower than the quoted bid
price of the Shares at the time of sale; (ii) if the undersigned engages in
multiple sales of Shares in any five (5) consecutive business day period, the
undersigned shall not sell any Shares in a transaction that is effected at a
price which is lower than the last price received by the undersigned for the
Shares; and (iii) the undersigned shall not sell more than ten percent (10%) of
the Shares held by the undersigned in any calendar month.
This letter agreement shall be governed by and construed in
accordance with the laws of the State of New York. All actions and proceedings
arising out of or relating to this letter shall be heard and determined in any
state or federal court sitting in New York, New York.
This letter shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, and if the
undersigned is an individual, to his or her heirs and legal representatives.
<PAGE>
If any provision of this letter agreement shall be held invalid or
unenforceable, such invalidity or unenforceability shall attach only to such
provision and only to the extent such provision shall be held to be invalid or
unenforceable and shall not in any way affect the validity or enforceablity of
the other provisions hereof, all of which provisions are hereby declared
severable, and this letter agreement shall be carried out as if such invalid or
unenforceable provision or portion thereof was not embodied herein.
This letter agreement is being delivered to you in duplicate. Please
execute and return one copy to the undersigned, whereupon it will constitute our
agreement with respect to the matters set forth above.
Yours truly,
FERRO FOODS CORPORATION
By:
Name:
Title:
By:
Name:
Title:
