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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. 3)
CPAC, INC.
(Name of Issuer)
COMMON STOCK PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
126145101
(CUSIP Number)
ELIOT LAUER (212) 696-6192
CURTIS, MALLET-PREVOST, COLT & MOSLE
101 PARK AVENUE, SUITE 3500
NEW YORK, NEW YORK 10178
(Name, Address and Telephone number of Person Authorized
to Receive Notices and Communications)
AUGUST 29, 1996
(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 filled 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 13 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).
Page 1 of 19 Pages
<PAGE> 2
- --------------------------------
CUSIP No. 126145101
- --------------------------------
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CPAC Investors, L.L.C.; 51-0369089
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds
Not applicable
- --------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(E) / /
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware, USA
- --------------------------------------------------------------------------------
Number of 7 Sole Voting Power
Shares - 0 -
Beneficially ----------------------------------------------
Owned By 8 Shared Voting Power
Each - 0 -
Reporting ----------------------------------------------
Person 9 Sole Dispositive Power
With - 0 -
----------------------------------------------
10 Shared Dispositive Power
- 0 -
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
- 0 -
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* / /
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
0%
- --------------------------------------------------------------------------------
14 Type of Reporting Person*
00 -- limited liability company
- --------------------------------------------------------------------------------
- -------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 2 of 19 Pages
<PAGE> 3
- --------------------------------
CUSIP No. 126145101
- --------------------------------
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
The Relatasi Trust
by Mercotrust Limited, Trustee
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds
Not applicable
- --------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(E) / /
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Principality of Liechtenstein
- --------------------------------------------------------------------------------
Number of 7 Sole Voting Power
Shares - 0 -
Beneficially ----------------------------------------------
Owned By 8 Shared Voting Power
Each - 0 -
Reporting ----------------------------------------------
Person 9 Sole Dispositive Power
With - 0 -
----------------------------------------------
10 Shared Dispositive Power
- 0 -
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
- 0 -
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* / /
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
0%
- --------------------------------------------------------------------------------
14 Type of Reporting Person*
CO
- --------------------------------------------------------------------------------
- -------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 3 of 19 Pages
<PAGE> 4
- --------------------------------
CUSIP No. 126145101
- --------------------------------
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Isaac Herzog
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds
Not applicable
- --------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(E) / /
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Israel
- --------------------------------------------------------------------------------
Number of 7 Sole Voting Power
Shares - 0 -
Beneficially ----------------------------------------------
Owned By 8 Shared Voting Power
Each - 0 -
Reporting ----------------------------------------------
Person 9 Sole Dispositive Power
With - 0 -
----------------------------------------------
10 Shared Dispositive Power
- 0 -
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
- 0 -
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* / /
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
0%
- --------------------------------------------------------------------------------
14 Type of Reporting Person*
IN
- --------------------------------------------------------------------------------
- -------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 4 of 19 Pages
<PAGE> 5
PRELIMINARY NOTE
This statement constitutes Amendment No. 3 to a Schedule 13D
dated September 25, 1995, as amended by Amendment No. 1 dated November 2, 1995
and Amendment No. 2 dated December 28, 1995, with respect to the common stock,
par value $0.01 per share (the "Common Stock"), of CPAC, Inc., a New York
corporation whose principal executive offices are located at 2364 Leicester
Road, Leicester, New York 14481 (the "Company").
Items 2, 3, 4, 5, 6 and 7 are hereby amended so that, as
amended, they shall read in their entirety as set forth below. For purposes of
the EDGAR filing, Item 1 is restated.
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D is being filed with respect to
the common stock, par value $0.01 per share (the "Common Stock"), of CPAC, Inc.,
a New York corporation whose principal executive offices are located at 2364
Leicester Road, Leicester, New York 14481 (the "Company").
ITEM 2. IDENTITY AND BACKGROUND.
[Item 2 is hereby amended so that, as amended, it shall read
in its entirety as follows:]
This statement is being filed on behalf of: (i) CPAC
Investors, L.L.C., a limited liability company organized under the laws of the
State of Delaware ("CPAC Investors"), (ii) the Relatasi Trust, an irrevocable
trust created under the laws of Liechtenstein, which owns a 54.1486% interest in
CPAC Investors and has an
Page 5 of 19 Pages
<PAGE> 6
irrevocable proxy to vote an additional 40.6224% of the currently outstanding
membership interests of CPAC Investors, by its trustee, Mercotrust Limited, a
trust company organized under the laws of Liechtenstein ("Mercotrust"), and
(iii) Mr. Isaac Herzog, the protector of the Relatasi Trust, in connection with
the sale by CPAC Investors to the Company of an aggregate of 1,250,000 shares of
the Common Stock owned of record by CPAC Investors, which constitutes all of the
Common Stock that was owned by CPAC Investors. CPAC Investors previously
reported its ownership of 1,000,000 shares of the Common Stock on Amendment No.
2 to its Schedule 13D, dated December 28, 1995. Subsequent to that time, the
Company effected a five-for-four split of its Common Stock, so that CPAC
Investors' ownership increased to 1,250,000 shares.
CPAC Investors' principal business is the making and
management of investments. Its principal business and office address is 1209
Orange Street, Wilmington, Delaware 19801. CPAC Investor's sole manager is Mr.
Eliot Lauer, a United States citizen, whose principal business address is 101
Park Avenue, Suite 3500, New York, New York, 10178. Mr. Lauer's principal
occupation is that of an attorney. He is a partner at the law firm of Curtis,
Mallet-Prevost, Colt & Mosle, of which the principal business and office address
is 101 Park Avenue, New York, NY 10178-0061. CPAC Investors has no officers.
Mercotrust is a trust company which engages in a range of
fiduciary activities. Its principal business and office address is Aeulestrasse
5, P.O. Box 83, FL-
Page 6 of 19 Pages
<PAGE> 7
9490 Vaduz, Liechtenstein. Information with respect to the executive officers
and directors of Mercotrust is included on Schedule A hereto.
Mr. Herzog, a citizen of Israel, is the protector of the
Relatasi Trust. His principal occupation is that of an attorney, and his
business address is Asia House 4, Weizmann Street, 64 239 Tel Aviv, Israel. Mr.
Herzog is a partner at the law firm of Herzog, Fox & Neeman, the principal
business and office of which is located at the address in the immediately
preceding sentence.
During the last five years, none of CPAC Investors, the
Relatasi Trust, Mercotrust, Mr. Lauer, Mr. Herzog, nor, to the best of the
knowledge of Mercotrust, any executive officer or director of Mercotrust, has:
(i) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction, as a result of which it or he
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or a finding of any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
[Item 3 is hereby amended so that, as amended, it shall read
in its entirety as follows:]
Not applicable.
Page 7 of 19 Pages
<PAGE> 8
ITEM 4. PURPOSE OF TRANSACTION.
[Item 4 is hereby amended so that, as amended, it shall read
in its entirety as follows:]
Based on its evaluation of the availability and alternative
uses of funds, and general economic and industry conditions, CPAC Investors
determined to sell all of the Common Stock that it held in order to use the
funds for other purposes.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
[Item 5 is hereby amended so that, as amended, it shall read
in its entirety as follows:]
(a) As of the date hereof CPAC Investors owns no Common
Stock.
(b) Not applicable.
(c) The trading dates, number of shares of Common Stock
purchased
and price per share for all transactions in the Common Stock by CPAC Investors
during the past 60 days are as follows:
<TABLE>
<CAPTION>
Date of No. of Shares
Transaction Purchased (Sold) Price Per Share
----------- ---------------- ---------------
<S> <C> <C>
08/29/96 (1,250,000) $8-61/64
</TABLE>
We have been advised by J.E. Sheehan & Company, Inc., the agent who arranged the
sales for CPAC Investors, that the 1,250,000 shares of Common Stock were sold to
several unrelated purchasers in transactions effected on the Nasdaq National
Market.
(d) Not applicable.
Page 8 of 19 Pages
<PAGE> 9
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
[Item 6 is hereby amended so that, as amended, it shall read
in their entirety as follows:]
Except as otherwise described herein, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among any of
CPAC Investors, the Relatasi Trust, Mercotrust, Mr. Lauer, Mr. Herzog or to the
best of the knowledge of Mercotrust, any executive officer or director of
Mercotrust, and any person with respect to any securities of the Company,
including, but not limited to, transfer or voting of any of the securities,
finders' fees, joint ventures, loan or option arrangements, put or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
[Item 7 is hereby amended so that, as amended, it shall read
in its entirety as follows:]
Exhibit A: Joint Filing Agreement dated October 2 and 3, 1995
Exhibit B: Power of Attorney in favor of Eliot Lauer and
Jeremiah T. Mulligan granting each of them the power to
file Schedule 13D and any amendments thereto on behalf
of Mercotrust Limited, as Trustee of the Relatasi Trust
Exhibit C: Power of Attorney in favor of Eliot Lauer and
Jeremiah T. Mulligan granting each of them the power to
file this amendment to Schedule 13D on behalf of Isaac
Herzog, as Protector of the Relatasi Trust
Page 9 of 19 Pages
<PAGE> 10
Exhibit D: Agreement of Rescission, Repurchase and Settlement
dated as of November 1, 1995, between CPAC, Inc. and
CPAC Investors, L.L.C.
Exhibit E: Agreement of James Seldon, Jr. relating to voting of
Common Stock, dated October 31, 1995
Exhibit F: Agreement of Thomas N. Hendrickson relating to voting
of Common Stock, dated October 31, 1995
Exhibit G: Letter Agreement of Robert Oppenheimer relating to
voting of Common Stock, dated October 31, 1995
Exhibit H: Letter Agreement of S. Daniel Abraham relating to
voting of Common Stock, dated October 31, 1995
Exhibit I: Letter Agreement of Thomas N. Hendrickson relating to
sale of Common Stock to CPAC Investors, dated October
31, 1995
Exhibit J: Letter Agreement of Joseph E. Sheehan relating to sale
of Common Stock to CPAC Investors, dated November 1,
1995
Exhibit K: Letter Agreement of J. E. Sheehan & Company, Inc.
relating to soliciting votes of Common Stock, dated
October 31, 1995. (A certain attachment to this Letter
Agreement is not included as part of Exhibit K)
Exhibit L: Subscription Agreement, dated December 28, 1996,
pursuant to which CPAC Investors purchased the 632,000
shares
Page 10 of 19 Pages
<PAGE> 11
SIGNATURES
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: August 27, 1996
CPAC INVESTORS, L.L.C.
By: /s/ Eliot Lauer
-------------------------------------
Eliot Lauer, Manager
/s/ Eliot Lauer
----------------------------------------
Eliot Lauer,
Attorney-in-Fact for:
MERCOTRUST LIMITED,
Trustee of, and on behalf of, the
Relatasi Trust
Mr. Isaac Herzog,
Protector of the Relatasi Trust
Page 11 of 19 Pages
<PAGE> 12
Schedule A
Mercotrust Limited
Executive Officers and Directors
<TABLE>
<CAPTION>
Name and
Name and Business Principal Address of
Citizenship* Address** Occupation Employer***
- ------------ --------- ---------- -----------
<S> <C> <C> <C>
Dr. Guido Meier Lawyer
Edmund Frick Professional
Trustee
Olaf Walser Professional
Trustee
Dr. Kamil Braxator Economist
Swiss
Dr. Werner Keicher Economist
Swiss
Herta Hemmerle Professional
Trustee
Waltraud Notaro Accountant
</TABLE>
*Unless otherwise indicated, all of the following persons are citizens of
Liechtenstein.
**Unless otherwise indicated, the business address of each of the listed persons
is Aeulestrass 5, 9490 Vaduz, Liechtenstein.
***Unless otherwise indicated, the name and address of the employer of the
listed persons is the General Trust Company, Aeulestrass 5, 9490 Vaduz,
Liechtenstein. THe General Trust Company is the sole parent of Mercotrust
Limited.
Page 12 of 19 Pages
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION SEQ. PAGE NO.
- ----------- ----------- -------------
<S> <C> <C>
A Joint Filing Agreement dated October 2 and 3, 15
1995
B Power of Attorney in favor of Eliot Lauer and N/A
Jeremiah T. Mulligan granting each of them the
power to file Schedule 13D and any amendments
thereto on behalf of Mercotrust Limited, as
Trustee of the Relatasi Trust
C Power of Attorney in favor of Eliot Lauer and 18
Jeremiah T. Mulligan granting each of them the
power to file this amendment to Schedule 13D
on behalf of Isaac Herzog, as Protector of the
Relatasi Trust
D Agreement of Rescission, Repurchase and N/A
Settlement dated as of November 1, 1995,
between CPAC, Inc. and CPAC Investors, L.L.C.
E Agreement of James Seldon, Jr. relating to N/A
voting of Common Stock, dated October 31, 1995
F Agreement of Thomas N. Hendrickson relating to N/A
voting of Common Stock, dated October 31, 1995
G Letter Agreement of Robert Oppenheimer N/A
relating to voting of Common Stock, dated
October 31, 1995
H Letter Agreement of S. Daniel Abraham relating N/A
to voting of Common Stock, dated October 31,
1995
I Letter Agreement of Thomas N. Hendrickson N/A
</TABLE>
Page 13 of 19 Pages
<PAGE> 14
<TABLE>
<S> <C> <C>
relating to sale of Common Stock to CPAC
Investors, dated October 31, 1995
J Letter Agreement of Joseph E. Sheehan relating N/A
to sale of Common Stock to CPAC Investors,
dated November 1, 1995
K Letter Agreement of J. E. Sheehan & Company, N/A
Inc. relating to soliciting votes of Common
Stock, dated October 31, 1995. (A certain
attachment to this Letter Agreement is not
included as part of Exhibit K)
L Subscription Agreement, dated December 28, N/A
1996, pursuant to which CPAC Investors
purchased the 632,000 shares
</TABLE>
Page 14 of 19 Pages
<PAGE> 1
Exhibit A-1
JOINT FILING AGREEMENT
Each of the undersigned hereby agrees to the joint
filing on behalf of each of them of a statement on Schedule 13D (including
amendments thereto) with respect to the common stock, par value $0.01 per share,
of CPAC, Inc. This Agreement may be executed in any number of counterparts all
of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute
this Agreement this 3rd day of October, 1995.
CPAC Investors, L.L.C.
By: /s/ Eliot Lauer
-------------------------------------
Eliot Lauer, Manager
The Relatasi Trust
By Mercotrust Limited, Trustee
By:
-------------------------------------
Dr. Werner Keicher, Director
By:
-------------------------------------
Dr. Guido Meier, Director
----------------------------------------
Mr. Isaac Herzog
Page 15 of 19 Pages
<PAGE> 2
Exhibit A-2
JOINT FILING AGREEMENT
Each of the undersigned hereby agrees to the joint filing on
behalf of each of them of a statement on Schedule 13D (including amendments
thereto) with respect to the common stock, par value $0.01 per share, of CPAC,
Inc. This Agreement may be executed in any number of counterparts all of which
taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this
Agreement this 2nd day of October, 1995.
CPAC Investors, L.L.C.
By:
-------------------------------------
Eliot Lauer, Manager
The Relatasi Trust
By Mercotrust Limited, Trustee
By: /s/ Werner Keicher
-------------------------------------
Dr. Werner Keicher, Director
By: /s/ Guido Meier
-------------------------------------
Dr. Guido Meier, Director
----------------------------------------
Mr. Isaac Herzog
Page 16 of 19 Pages
<PAGE> 3
Exhibit A-3
JOINT FILING AGREEMENT
Each of the undersigned hereby agrees to the joint filing on
behalf of each of them of a statement on Schedule 13D (including amendments
thereto) with respect to the common stock, par value $0.01 per share, of CPAC,
Inc. This Agreement may be executed in any number of counterparts all of which
taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this
Agreement this 2nd day of October, 1995.
CPAC Investors, L.L.C.
By:
-------------------------------------
Eliot Lauer, Manager
The Relatasi Trust
By Mercotrust Limited, Trustee
By:
-------------------------------------
Dr. Werner Keicher, Director
By:
-------------------------------------
Dr. Guido Meier, Director
/s/ Isaac Herzog
----------------------------------------
Mr. Isaac Herzog
Page 17 of 19 Pages
<PAGE> 1
Exhibit C
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby constitutes and
appoints each of Eliot Lauer and Jeremiah T. Mulligan, signing singly, the true
and lawful attorney-in-fact for the undersigned, to:
1. Execute for and on behalf of the undersigned, in connection with his
position as the protector of the Relatasi Trust, a trust organized under the
laws of Liechtenstein, (i) an amendment (the "Amendment") to a Schedule 13D that
was filed on October 5, 1995, and amended by Amendment No. 1 dated November 2,
1995 and Amendment No. 2 dated December 28, 1995, and (ii) a Form 4 (the "Form
4"), relating to the sale on August 26, 1996 of 1,250,000 shares of the common
stock of CPAC, Inc.
2. Do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute the Amendment and
the Form 4, and to file the Amendment and the Form 4 with the United States
Securities and Exchange Commission (the "SEC") and to submit copies of the
Amendment and the Form 4 to the NASDAQ Stock Market ("NASDAQ") and to CPAC, Inc.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein
Page 18 of 19 Pages
<PAGE> 2
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, hereby ratifying and confirming all that such
attorneys-in-fact shall lawfully do or cause to be done by virtue of this Power
of Attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with either Section 13 or
Section 16 of the United States Securities Exchange Act of 1934, as amended.
3. This Power of Attorney shall remain in full force and effect until
the Amendment and the Form 4, as herein defined, is filed with the SEC and
copies are forwarded to NASDAQ and CPAC, Inc., unless earlier revoked by the
undersigned in a signed writing delivered to each of the foregoing
attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 27th day of August, 1996.
/s/ Isaac Herzog
----------------------------------------
Isaac Herzog
Page 19 of 19 Pages
