SCHEDULE 13D
Amendment No. 10
Forschner Group, Inc.
common stock
Cusip # 346590102
Filing Fee: No
Cusip # 346590102
Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163)
Item 4: PF
Item 6: Commonwealth of Massachusetts
Item 7: None
Item 8: None
Item 9: 346,435
Item 10: None
Item 11: 346,435
Item 13: 4.94%
Item 14: HC
PREAMBLE
The Schedule 13D, dated September 17, 1990, and amended September 26,
1990, March 18, 1992, March 25, 1992, April 8, 1992, May 28, 1992, July
8,1992, May 6, 1993, September 20, 1993, and November 12, 1994, filed by FMR
Corp. ("FMR") with respect to the common stock, $0.00 par value per shares
(the "Shares") of Forschner Group, Inc. (the "Company") is hereby amended as
set forth below. The shares to which it relates are owned by one account of
FMR Corp., four funds managed by Fidelity Management & Research Company, and
American Values IV (Bermuda) Ltd ("AVIV"), a closed end investment company,
managed by Fidelity Management & Research Company. A separate 13D will be
filed by Fidelity International Limited, a Bermuda corporation, with respect
to the shares.
Item 1. Security and Issuer.
Item 2. Identity and Background.
Item 2 is amended as follows:
This statement is being filed by FMR Corp., a Massachusetts Corporation
("FMR"). A separate Schedule 13D is being filed by Fidelity International
Limited, a Bermuda joint stock company incorporated for an unlimited duration
by private act of the Bermuda legislature ("FIL"). FMR is a holding company
one of whose principal assets is the capital stock of a wholly-owned
subsidiary, Fidelity Management & Research Company ("Fidelity"), which is also
a Massachusetts corporation. Fidelity is an investment adviser which is
registered under Section 203 of the Investment Advisers Act of 1940 and which
provides investment advisory services to more than 30 investment companies
which are registered under Section 8 of the Investment Company Act of 1940 and
serves as investment adviser to certain other funds which are generally
offered to limited groups of investors (the "Fidelity Funds"). Fidelity
Management Trust Company ("FMTC"), a wholly-owned subsidiary of FMR Corp. and
a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934,
serves as trustee or managing agent for various private investment accounts,
primarily employee benefit plans and serves as investment adviser to certain
other funds which are generally offered to limited groups of investors (the
"Accounts"). Various directly or indirectly held subsidiaries of FMR are also
engaged in investment management, venture capital asset management, securities
brokerage, transfer and shareholder servicing and real estate development.
The principal offices of FMR, Fidelity, and FMTC are located at 82 Devonshire
Street, Boston, Massachusetts 02109.
FIL is an investment adviser which provides investment advisory and
management services to a number of non-U.S. investment companies or instrument
trusts (the "International Funds") and certain institutional investors. Prior
to June 30, 1980, FIL was a majority-owned subsidiary of Fidelity. On that
date, the shares of FIL held by Fidelity were distributed, as a dividend, to
the shareholders of FMR. FIL currently operates as an entity independent of
FMR and Fidelity. The International Funds and FIL's other clients, with the
exception of Fidelity and an affiliate of Fidelity, are non-U.S. entities.
Various foreign-based subsidiaries of FIL are also engaged in investment
management. The principal office of FIL is located at Pembroke Hall, 42 Crow
Lane, Hamilton, Bermuda.
Prior to June 30, 1980, FIL was a majority-owned subsidiary of Fidelity.
On that date, the shares of FIL held by Fidelity were distributed, as a
dividend, to the shareholders of FMR. FIL currently operates as an entity
independent of FMR and Fidelity. The International Funds and FIL's other
clients, with the exception of Fidelity and an affiliate of Fidelity, are non-
U.S. entities.
Edward C. Johnson 3d owns 34.0% of the outstanding voting common stock
of FMR. In addition, a partnership controlled by Mr. Johnson and members of
his family own shares of FIL voting stock with the right to cast approximately
47.22% of the total votes which may be cast by all holders of FIL voting
stock. Mr. Johnson 3d is Chairman of FMR Corp. and FIL. FMR Corp. and FIL
are separate and independent corporate entities. FMR Corp. and FIL are
managed independently and their boards of Directors are generally composed of
different individuals. Their investment decisions are made independently, and
clients are different organizations. The business address and principal
occupation of Mr. Johnson 3d is set forth in Schedule A hereto.
Effective July 1, 1993, Fidelity became sub-advisor to American Values
IV (Bermuda) Ltd. ("AVIV"), Fidelity American Special Situations Trust
("FASST"), and Domestic Values Fund (the "FMR Account").
AVIV is a closed end investment company established under the Companies
Act, 1981 of Bermuda, as amended. Its principal office is at Pembroke Hall,
42 Crow Lane, Hamilton, Bermuda. The investment manager of AVIV is FIL. The
FMR Account is maintained by FMR. FASST is a unit trust established and
authorized by the Department of Trade and Industry under the laws of England.
The investment advisor of FASST is Fidelity Investment Services Limited, an
English company and a subsidiary of FIL.
The Shares to which this statement relates are owned directly by four of
the Fidelity Funds, two Accounts, the account of FMR, AVIV, FASST, and by
Fidelity International Limited, through its subsidiaries and affiliates.
FMR and FIL are of the view that they are not acting as a "group" for
purposes of Section 13(d) under the Securities Exchange Act of 1934 (the "1934
Act") and that they are not otherwise required to attribute to each other the
"beneficial ownership" of securities "beneficially owned" by the other
corporation within the meaning of Rule 13d-3 promulgated under the 1934 Act.
Therefore, they are of the view that the Shares held by the other corporations
need not be aggregated for purposes of Section 13(d). However, FMR is making
this filing on a voluntary basis as if all of the Shares are beneficially
owned by FMR and FIL on a joint basis.
The name, residence or business address, principal occupation or
employment and citizenship of each of the executive officers and directors of
FMR are set forth in Schedule A hereto.
Within the past five years, none of the persons named in this Item 2 or
listed on Schedule A has been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party to any civil
proceeding and as a result thereof was or is subject to any judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to , federal or state securities laws or finding any
violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Considerations.
Item 3 is amended as follows:
The Fidelity Funds which own or owned shares purchased in the aggregate
712,990 shares for cash in the amount of approximately $11,973,878, including
brokerage commissions. The Funds acquired an additional 242,782 shares as a
result of a spinoff on August 21, 1990. (.0969 shares of Forschner Group,
Inc. for each share of Prospect Group). Proceeds from 745,272 shares sold
aggregated approximately $6,728,086. The Funds used their own assets in
making such purchase and no part of the purchase price is represented by
borrowed funds. The attached Schedule B sets forth shares purchased and/or
sold since April 19, 1994.
The Accounts of FMTC which own or owned shares purchased in the
aggregate 13,600 shares for cash in the amount of approximately $140,640,
including brokerage commissions. Proceeds from 13,600 shares sold aggregated
approximately $151,025. The trust account and pension funds used their own
assets in making such purchases and no part of the purchase price is
represented by borrowed funds.
The FMR Account which owned or owned shares purchased in the aggregate
84,095 shares for cash in the amount of approximately $683,869, including
brokerage commissions. Proceeds from 56,544 shares sold aggregate
approximately $788,175. The trust account and pension funds used their own
assets in making such purchase and no part of the purchase price is
represented by borrowed funds. The attached Schedule B sets forth shares
purchased and/or sold since April 19, 1994.
AVIV purchased in the aggregate 332,440 shares for cash in the amount of
approximately $1,578,178. AVIV used its own assets in making such purchases
and no part of the purchase price is represented by borrowed funds. Proceeds
from 224,056 shares sold aggregated approximately $3,124,508. The attached
Schedule B sets forth shares purchased and/or sold since April 19, 1994.
FASST purchased in the aggregate 228,150 shares for cash in the amount
of approximately $1,735,261. FASST used its own assets in making such
purchases and no part of the purchase price is represented by borrowed funds.
Proceeds from 228,150 shares sold aggregated approximately $3,666,407.
Item 4. Purpose of Transaction.
The purpose of Fidelity and FMTC in having the managed accounts purchase
Shares (see Item 5 below) is to acquire an equity interest in the Company in
pursuit of specified investment objectives.
Fidelity and FMTC, respectively, may continue to have the managed
accounts purchase Shares subject to a number of factors, including, among
others, the availability of Shares of sale at what they consider to be
reasonable prices and other investment opportunities that may be available to
the managed accounts.
Fidelity and FMTC, repsectively, intend to review continuously the
equity position of the managed accounts in the Company. Depending upon future
evaluations of the business prospects of the Company and upon other
developments, including, but not limited to, general economic and business
conditions and money market and stock market conditions, Fidelity and FMTC may
determine to cease making additional purchases of Shares or to increase or
decrease the equity interest in the Company by acquiring additional Shares, or
by disposing of all or a portion of the Shares.
Neither Fidelity nor FMTC has any present plan or proposal which relates
to or would result in (i) an extraordinary corporate transaction, such as a
merger, reorganization, liquidation, or sale of transfer of a material amount
of assets involving the Company or any of its subsidiaries, (ii) any change in
the Company's present Board of Directors or management, (iii) any material
changes in the Company's present capitalization or dividend policy or any
other material change in the Company's business or corporate structure, (iv)
any change in the Company's charter or by-laws, or (v) the Company's common
stock becoming eligible for termination of its registration pursuant to
Section 12(g)(4) of the 1934 Act.
Item 5. Interest in Securities of Issuer.
Item 5 is amended as follows:
Although Item 5 assumes that FMR, Fidelity, FMTC, the FMR Account, AVIV,
and FIL, beneficially own all 346,435 Shares, reference is made to Item 2 for
a disclaimer of beneficial ownership with respect to the securities which are
"beneficially owned" by the other corporations.
(a) FMR beneficially owns, through its own account ("FMR Account")
27,551 Shares, or approximately 0.39% of the outstanding Shares of the
Company, and through Fidelity, as investment adviser to the Fidelity Funds,
210,500 Shares, or approximately 3.00% of the outstanding Shares of the
Company, and through FMTC, the managing agent for the Accounts, zero Shares,
or approximately 0.00% of the outstanding Shares of the Company. AVIV
beneficially owns 108,384 Shares, or approximately 1.55% of the outstanding
Shares of the Company. Neither FMR, Fidelity, FMTC, Edward C. Johnson 3d, nor
any of its affiliates nor, to the best knowledge of FMR, any of the persons
name in Schedule A hereto, beneficially owns any other Shares. The combined
holdings of FMR, Fidelity, FMTC, AVIV, the FMR Account, and FIL are 346,435
Shares, or approximately 4.94% of the outstanding Shares of the Company.
(b) FMR, through its control of Fidelity, investment adviser to the
Fidelity Funds, and the Funds ech has sole power to dispose of the Shares.
Neither FMR nor Mr. Johnson has the sole power to vote or direct the voting of
the 210,500 Shares owned directly by the Fidelity Funds, which power resides
with the Funds' Board of Trustees. Fidelity carries out the voting of the
Shares under written guidelines established by the Funds' Board of Trustees.
FMR, through its control of Fidelity, and AVIV each has sole power to vote and
dispose of 108,384 Shares. FMR, through its control of Fidelity, and the FMR
Account each has sole power to vote and dispose of 27,551 Shares.
(c) Except as set forth in Schedule B, neither FMR, or any of its
affiliates, nor, to the best knowledge of FMR, any of the persons named in
Schedule A hereto has effected any transaction in shares during the past sixty
(60) days.
Item 6. Contract, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Inasmuch as FMR is no longer the beneficial owner of more than 5% of the
number of shares outstanding, FMR has no further reporting obligation under
Section 13(d) of the Securities Exchange Act of 1934 or the rules and
regulations promulgated by the Securities and Exchange Commission thereunder.
This statement speaks as of its date, and no inference should be drawn that no
change has occurred in the facts set forth herein after the date hereof.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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.
FMR Corp.
Date: June 23, 1994 By: /s/Arthur S. Loring
Arthur S. Loring
Vice President-Legal
Schedule A
The name and present principal occupation or employment of each
executive officer and director of FMR Corp. are set forth below. The business
address of each person is 82 Devonshire Street, Boston, Massachusetts 02109,
and the address of the corporation or organization in which such employment is
conducted is the same as his business address. All of the persons listed
below are U.S. citizens.
POSITION WITH
PRINCIPAL
NAME FMR CORP. OCCUPATION
Edward C. Johnson 3d President, Director, Chairman of
the Board
CEO, Chairman & and CEO, FMR
Mng. Director
J. Gary Burkhead Director President-
Fidelity
Caleb Loring, Jr. Director, Mng. Director Director,
FMR
James C. Curvey Director, Sr. V.P. Sr.
V.P., FMR
William L. Byrnes Vice Chairman, Vice Chairman, FIL
Director & Mng. Director
Robert C. Pozen Sr. V.P. & Gen'l Counsel Sr.
V.P. & Gen'l Counsel
FMR
Mark Peterson Exec., V.P.-Management Exec., V.P.-
Managmeent
Resources Resources, FMR
Denis McCarthy Sr. Vice Pres. - Administration Vice
Pres., Chief
Chief Financial Officer Financial Officer,
FMR
SCHEDULE B
FORSCHNER GROUP INC.
One Fidelity Fund purchased shares since April 19, 1994 at the dates and at
the prices set forth below. The transactions were made for cash in open
market transactions or with other investment companies with the same or an
affiliated investment advisor.
DATE SHARES PRICE
04-22-94 12,500 $15.00
SCHEDULE B
FORSCHNER GROUP INC.
Two Fidelity Funds sold shares since April 19, 1994 at the dates and at the
prices set forth below. The transactions were made for cash in open market
transactions or with other investment companies with the same or an affiliated
investment advisor.
DATE SHARES PRICE
06-03-94 7,500 $13.38
06-15-94 12,100 13.00
06-17-94 19,200 12.94
SCHEDULE B
FORSCHNER GROUP INC.
The Account of FMR purchased shares since April 19, 1994 at the dates and at
the prices set forth below. The transactions were made for cash in open
market transactions.
DATE SHARES PRICE
04-20-94 2,000 $15.38
04-22-94 2,500 15.00
SCHEDULE B
FORSCHNER GROUP INC.
The Account of FMR sold shares since April 19, 1994 at the dates and at the
prices set forth below. The transactions were made for cash in open market
transactions.
DATE SHARES PRICE
06-15-94 2,600 $13.00
06-17-94 4,200 12.94
SCHEDULE B
FORSCHNER GROUP INC.
AVIV purchased shares since April 19, 1994 at the dates and at the prices set
forth below. The transactions were made for cash in open market transactions.
DATE SHARES PRICE
04-20-94 8,000 $15.38
04-22-94 10,000 15.00
SCHEDULE B
FORSCHNER GROUP INC.
AVIV sold shares since April 19, 1994 at the dates and at the prices set forth
below. The transactions were made for cash in open market transactions.
DATE SHARES PRICE
06-15-94 10,300 $13.00
06-17-94 16,600 12.94
