LIBERTY GROUP HOLDINGS INC
SC 13D/A, 2000-03-17
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                                  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. Barry L. Hawk                               David Lubin, Esq.
Liberty Group Holdings, Inc.                    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 6  Pages


________________________________________________________________________________
1    NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Barry L. Hawk

________________________________________________________________________________
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

     USA

________________________________________________________________________________
               7    SOLE VOTING POWER

  NUMBER OF         2,208,000**

   SHARES      _________________________________________________________________
               8    SHARED VOTING POWER
BENEFICIALLY
                    1,150,000
  OWNED BY
               _________________________________________________________________
    EACH       9    SOLE DISPOSITIVE POWER

  REPORTING         2,208,000**

   PERSON      _________________________________________________________________
               10   SHARED DISPOSITIVE POWER
    WITH
                    1,150,000

________________________________________________________________________________
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     3,358,000 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)

     50.49%

________________________________________________________________________________
14   TYPE OF REPORTING PERSON*

     CO

________________________________________________________________________________
                     *SEE INSTRUCTIONS BEFORE FILLING OUT!


**   1,933,000  of 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 6  Pages


                             PART II TO SCHEDULE 13D

          This filing  constitutes  Amendment  No. 1 to the Schedule 13D dated
November  23,  1999  ("Schedule  13D")  filed by Barry L. Hawk  ("Hawk").  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 2, Item 3, Item
4, Item 5, Item 6 and Item 7 are amended by the addition of the following:

Item 2.  Identity and Background.

      Item 2(c) is amended to read in its entirety as follows:

      President,  Chief  Operating  Officer  and  Secretary  of Liberty  Group
Holdings, Inc. (the "Issuer")


Item 3.  Source and Amount of Funds or Other Consideration.

      Item 3 is amended to read in its entirety as follows:

      N/A

Item 4.   Purpose of Transaction.

      Item 4 is amended to read in its entirely as follows:

      Pursuant to an Agreement  and Plan of Merger dated as of November 23, 1999
      by and  among  the  Issuer  (formerly  known as  Bio-Response,  Inc.),  BR
      Acquisition Corp., a Delaware  corporation,  and a wholly owned subsidiary
      of the Issuer ("BR") and Liberty Food Group, Ltd., a Delaware  corporation
      ("Liberty"), BR merged with and into Liberty (the "Merger") and the Issuer
      issued shares of Common Stock to the stockholders of Liberty.

      As a direct result of the Merger,  pursuant to an Asset Purchase Agreement
      dated  November  23, 1999  between  Liberty  Food  Group,  LLC, a Delaware
      limited liability company and a wholly-owed  subsidiary of the Issuer (the
      "Buyer"), Ferro Foods Corporation, a New York corporation ("Ferro"), Frank
      Ferro, Sr. ("FF") and Frank Gambino ("FG"), the Buyer purchased all of the
      assets of Ferro in  consideration  of the  issuance to Ferro of  2,000,000
      shares of Common Stock, which shares were placed in escrow pursuant to the
      Escrow Agreement,  as described in Item 5 below, and will remain in escrow
      until  the  Buyer  determines  that  Ferro  has  satisfied  its  debts and
      liabilities in connection with the business of Ferro.

      All such  shares of Common  Stock  issued to Ferro are subject to a Voting
      Trust and Proxy Agreement, dated as of November 23, 1999, by and among the
      Buyer,  Ferro, FF and FG (the "Voting Trust Agreement")  pursuant to which
      Hawk has full voting power over such shares until November 23, 2001.

      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 the Issuer have been  forfeited  by Ferro and  released  from escrow to
      various  third  parties.  The  balance  of  the  shares  of  Common  Stock
      (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 FF and FG with respect to the
      business and assets of Ferro have not been satisfied.

      Hawk is entitled to purchase 275,000 shares of Common Stock at an exercise
      price of $.004 per share pursuant to an option agreement, dated as of July
      1, 1999  between  Hawk and  Liberty  (the  "Option  Agreement")  which was
      assumed by the Issuer in the Merger.

      Hawk does not currently have any plans or proposals  which would result in
      any of the actions enumerated in Item 4(a) through (j).

Item 5.   Interest in Securities of the Issuer.


      Item 5 is amended to read in its entirety as follows:

      As of the  date  of  this  filing,  Hawk  is the  beneficial  owner  of an
      aggregate  of  3,358,000  shares of Common  Stock which  shares  represent
      50.49% of the total  outstanding  shares of Common  Stock of the Issuer as
      follows:


<PAGE>
CUSIP No. 530550 10 2                  13D                   Page 4  of 6  Pages

      (i)  1,933,000  shares of Common  Stock  issued to Ferro over which  Hawk,
      until November 23, 2001, has sole voting power and dispositive pursuant to
      the Voting  Trust  Agreement.  All of such  shares are held in escrow,  in
      accordance with the terms of an Escrow  Agreement dated as of November 23,
      1995, as amended  February 1, 2000, by and among Ferro,  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,  FF and FG in
      connection with Ferro's business and assets have been satisfied.

      (ii)  275,000   shares  of  Common  Stock,   representing   the  presently
      exercisable portion of an option granted to Hawk by the Issuer to purchase
      an aggregate of 2,175,000  shares of Common Stock granted  pursuant to the
      Option  Agreement,  as to which  Hawk is deemed to have  sole  voting  and
      dispositive power.

      (iii) an aggregate of 1,150,000 shares of Common Stock  beneficially owned
      by the Willow Road Trust and the Crafton Trust, which trusts received such
      shares as a result of the Merger,  under which  trusts Hawk is  co-trustee
      with his wife and therefore, may be deemed to share voting and dispositive
      power with respect to such  shares.  Each trust has agreed with the Issuer
      not to sell the shares held by each such trust prior to November 24, 2001.
      Hawk disclaims  beneficial ownership of the shares of Common Stock held by
      each such trust.

Item 6.   Contracts,  Arrangements,  Understandings  or  Relationships  with
          Respect to Securities of the Issuer.

      On November  23,  1999,  the Willow Road Trust and the Crafton  Trust each
      entered into Lock-Up  Agreements  dated November 23, 1999, in favor of the
      Issuer  which  provide  that the Willow Road Trust and the  Crafton  Trust
      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 either the Willow Road Trust and the Crafton  Trust
      engages  in  multiple  sales of  shares  of  Common  Stock in any five (5)
      consecutive  business day period,  such Trust 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 it 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.

      Hawk has options to purchase 275,000 shares of Common Stock at an exercise
      price of $.004 per share.  Such options are  exercisable  at any time from
      and after November 23, 1999 and, unless  otherwise  provided in the Option
      Agreement, remain exercisable for seven years.

      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.  All such  escrow  shares are
      subject to the Voting  Trust  Agreement,  pursuant  to which Hawk has full
      voting  power over such  shares  until  November  23,  2001.  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 5  of 6  Pages

Item 7.   Materials to be Filed as Exhibits.


     The following agreements are being filed as Exhibits to the Schedule 13D:

     10.1 Exhibit A - Lock-Up  Agreement  between  Willow Road Trust and Liberty
          Group Holdings, Inc., dated November 23, 1999.

     10.2 Exhibit B - Lock-Up  Agreement between Crafton Trust and Liberty Group
          Holdings, Inc., dated November 23, 1999.

          Exhibit C - Option  Agreement  between  Liberty  Food Group,  Ltd. and
          Barry L. Hawk, dated as of July 1, 1999.*

          Exhibit D - Amendment No. 1 to Escrow  Agreement  dated as of February
          1, 2000 by and among Ferro Foods  Corporation,  Liberty Food  Company,
          LLC, Frank Ferro, Sr., Frank Gambino and Herrick, Feinstein LLP.**


<PAGE>
CUSIP No. 530550 10 2                  13D                   Page 6  of 6  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: March 1, 2000


                                    By /s/ Barry L. Hawk
                                       Barry L. Hawk


<PAGE>


                                  EXHIBIT INDEX



10.1      Exhibit A - Lock-Up Agreement between  Willow  Road Trust and  Liberty
                      Group Holdings, Inc., dated November 23, 1999.

10.2      Exhibit B - Lock-Up Agreement between  Crafton Trust and Liberty Group
                      Holdings, Inc., dated November 23, 1999.



- --------

*    Incorporated by reference to Exhibit 10.8 of the Issuer's Current Report of
     Form 8-K/A dated March 10, 2000 ("Form 8-K/A").

**   Incorporated by reference to Exhibit 10.10 of the Form 8-K/A.




                                                         EXHIBIT A



                                                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,


                                WILLOW ROAD TRUST

                              By:____________________________
                                Name: Barry Hawk
                                 Title: Trustee

                              The Trustee  executes this document  solely in his
                              fiduciary capacity as the trustee of the Trust and
                              recourse against the Trust shall be limited solely
                              to the assets of the Trust and no  recourse  shall
                              be had against the Trustee thereof.





                                                                       EXHIBIT B



                                                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,


                                  CRAFTON TRUST


                              By:____________________________
                                  Name: Barry Hawk
                                 Title: Trustee

                              The Trustee  executes this document  solely in his
                              fiduciary capacity as the trustee of the Trust and
                              recourse against the Trust shall be limited solely
                              to the assets of the Trust and no  recourse  shall
                              be had against the Trustee thereof.



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