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.