SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1) (1)
GERALD STEVENS, INC.
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(Name of Issuer)
COMMON STOCK, .01 PAR VALUE
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(Title of Class of Securities)
37369G 10 1
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(CUSIP Number)
Jeffrey M. Mattson
c/o Gerald Stevens, Inc.
301 E. Las Olas Blvd., Suite 300
Fort Lauderdale, FL 33301
(954)713-5000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 19, 2000
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(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 9 Pages)
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(1) 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 18 of the Securities Exchange
Act of 1934 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).
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<S> <C> <C> <C> <C> <C>
CUSIP No. 37369G 10 1 13D Page 2 of 9 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gerald R. Geddis
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF, BK, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
3,002,005
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY __________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 3,002,005
WITH __________________________________________________
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,002,005
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 37369G 10 1 13D Page 3 of 9 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Geddis Family Limited Partnership
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
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7 SOLE VOTING POWER
3,002,005
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY __________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 3,002,005
WITH __________________________________________________
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,002,005
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 37369G 10 1 13D Page 4 of 9 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Geddis Holding, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
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7 SOLE VOTING POWER
3,002,005
--------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY __________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 3,002,005
WITH __________________________________________________
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,002,005
--------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
--------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
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14 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
</TABLE>
<PAGE>
Page 5 of 9 Pages
The Reporting Persons hereby make the following statement pursuant to Section
13(d) of the Exchange Act, and the rules and regulations promulgated thereunder.
This statement is an amendment to the Schedule 13D filed by Gerald R. Geddis on
May 14, 1999 ("Original Schedule 13D"). For further information regarding any of
the items amended herein, reference is made to the Original Schedule 13D.
Capitalized terms used herein and not defined have the meanings ascribed to them
in the Original Schedule 13D.
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Item 1. Security and Issuer.
Item 1 of the Original Schedule 13D is hereby amended in its entirety as
follows:
This Statement on Schedule 13D relates to the shares of common stock, par value
$.01 per share ("Common Stock"), of Gerald Stevens, Inc., a Florida corporation
("Issuer"), which was a Delaware corporation prior to March 1, 2000. The
principal executive offices of the Issuer are located at 301 East Las Olas
Boulevard, Suite 300, Fort Lauderdale, Florida 33301.
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Item 2. Identity and Background.
Item 2 of the Original Schedule 13D is hereby amended in its entirety as
follows:
(a) This statement on Schedule 13D is being filed by Gerald R. Geddis,
Geddis Family Limited Partnership and Geddis Holding, LLC (collectively,
"Reporting Persons"). This statement is being filed by Geddis Family Limited
Partnership ("Partnership") as the direct beneficial owner of 3,002,005 shares
of the Common Stock; by Geddis Holding, LLC ("LLC") as the sole general partner
of the Partnership; and by Mr. Geddis as the Manager of Geddis Holding, LLC.
(b) The principal business address for Mr. Geddis is 301 E. Las Olas
Boulevard, Suite 300, Fort Lauderdale, Florida 33301. The principal business
address for each of the Partnership and the LLC is 101 Convention Center Dr.,
Suite 850, Las Vegas, NV 89109.
(c) Mr. Geddis is Chief Executive Officer, President, and a member of the
board of directors of the Issuer. The LLC is principally engaged as the sole
general partner of the Partnership. The Partnership is principally engaged in
investing certain funds originally contributed by Mr. Geddis and has investments
in the Issuer and other companies.
(d) During the past five years, none of the Reporting Persons have been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
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Page 6 of 9 Pages
(e) During the past five years, none of the Reporting Persons have been a
party to any civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in the Reporting Person being 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 violation with respect to such laws.
(f) Mr. Geddis is a citizen of the United States of America. The
Partnership is organized in the State of Nevada. The LLC is organized in the
State of Nevada.
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Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Original Schedule 13D is hereby amended in its entirety as
follows:
On August 11, 1998, Mr. Geddis purchased 2,445,478 shares of common stock, par
value $0.01 per share, of Gerald Stevens Retail, Inc. ("GSR Common Stock"),
which, prior to April 30, 1999, was named Gerald Stevens, Inc. ("Gerald Stevens
Retail"), for an aggregate price of $2,366,000. On October 1, 1998, Mr. Geddis
purchased 74,526 shares of GSR Common Stock for an aggregate price of $354,000.
Mr. Geddis used $95,000 of personal funds and borrowed from Steven R. Berrard,
currently Chairman of the Board and a member of the board of directors of the
Issuer, $2,625,000 to purchase such shares of GSR Common Stock. Mr. Geddis
subsequently repaid such borrowings.
The Issuer entered into an Agreement and Plan of Merger as of December 9, 1998
(the "Merger Agreement") with Gerald Stevens Retail and Red Cannon Acquisition
Corp., a Delaware corporation and wholly owned subsidiary of the Issuer.
Pursuant to the Merger Agreement, on April 30, 1999, Red Cannon Acquisition
Corp. merged with and into Gerald Stevens Retail (the "Merger"), with Gerald
Stevens Retail continuing as the surviving corporation and a wholly owned
subsidiary of the Issuer. In connection with the Merger, each share of GSR
Common Stock converted into 1.35 shares of the Common Stock. Accordingly, on
April 30, 1999, Mr. Geddis's 2,520,004 shares of GSR Common Stock converted into
3,402,005 shares of Common Stock.
On July 6, 1999, Mr. Geddis purchased 50,000 shares of the Common Stock for an
aggregate price of $600,000 in a public offering by the Issuer. Mr. Geddis used
$421,000 of personal funds and borrowed $179,000 for such acquisition. Mr.
Geddis subsequently repaid such borrowings.
In December 1999, Mr. Geddis transferred all shares of Common Stock that he
owned, consisting of 3,452,005 shares, to the Partnership. Such shares were
pledged to Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill") to
secure an outstanding loan.
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Page 7 of 9 Pages
In May 2000, the trading price of the Common Stock dropped below $3.00 per
share, making all such shares ineligible as security for the loan described
above and thereby causing a maintenance call on the loan. As a result, from June
8, 2000 through June 19, 2000, Merrill sold an aggregate of 450,000 shares of
the Common Stock in open-market transactions at prices per share ranging from
$1.50 to $1.75. Merrill intends to sell an additional 50,000 shares of Common
Stock, on the Partnership's behalf, in approximately the next week. The loan
will be fully repaid from the proceeds of such sales and sales of other
Partnership assets.
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Item 4. Purpose of Transaction.
Item 4 of the Original Schedule 13D is hereby amended in its entirety as
follows:
The Reporting Persons have acquired the Common Stock for investment purposes. As
described in the last paragraph of Item 3, Merrill intends to sell an additional
50,000 shares of Common Stock on the Partnership's behalf. The Reporting Persons
do not have any plans or proposals that relate to or would result in any of the
events or transactions described in Items 4(b) through 4(j) of Schedule 13D.
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Item 5. Interest in Securities of the Issuer.
Item 5 of the Original Schedule 13D is hereby amended in its entirety as
follows:
(a) As of June 26, 2000, the Partnership is the direct beneficial owner of
3,002,005 shares of the Common Stock, representing approximately 7.0% of the
outstanding Common Stock. The LLC and Mr. Geddis may be deemed to be indirect
beneficial owners of such Common Stock by virtue of their relationships with the
Partnership described in Item 2(a) above. In addition, Mr. Geddis has the right
to acquire an aggregate of 3,375 shares of Common Stock at an exercise price of
$3.52 per share pursuant to options that are currently exercisable or
exercisable within 60 days of the date of this Statement.
(b) The Partnership has the sole power to vote and the sole power to
dispose of each of the shares of the Common Stock that it beneficially owns. By
virtue of their relationships with the Partnership described in Item 2(a) above,
the LLC and Mr. Geddis may be deemed to have sole voting and sole dispositive
power with respect to such Common Stock.
(c) In December 1999, Mr. Geddis transferred all shares of Common Stock
that he owned, consisting of 3,452,005 shares, to the Partnership. Such shares
were pledged to Merrill to secure an outstanding loan.
<PAGE>
Page 8 of 9 Pages
In May 2000, the trading price of the Common Stock dropped below $3.00 per
share, making all such shares ineligible as security for the loan described
above and thereby causing a maintenance call on the loan. As a result, from June
8, 2000 through June 19, 2000, Merrill sold an aggregate of 450,000 shares of
the Common Stock in open-market transactions at prices per share ranging from
$1.50 to $1.75. Merrill intends to sell an additional 50,000 shares in
approximately the next week. The loan will be fully repaid from the proceeds of
such sales and sales of other Partnership assets.
(d) The Partnership has the sole right to receive and the sole power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Common Stock reported herein. The LLC has the sole power to direct the
Partnership to sell its assets or distribute its assets to its partners,
including all or part of the Common Stock reported herein. As Manager of the
LLC, Mr. Geddis has the sole power to act on behalf of the LLC, including the
powers described in the preceding sentence.
(e) Not applicable.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Item 6 of the Original Schedule 13D is hereby amended in its entirety as
follows:
Except as follows, there are no contracts, arrangements or relationships between
any of the Partnership, the LLC and Mr. Geddis and any person with respect to
the Common Stock:
Pursuant to a Stockholders Agreement dated as of October 1, 1998 among Gerald
Stevens Retail, Mr. Geddis and certain other stockholders of Gerald Stevens
Retail (the "Stockholders Agreement"), Mr. Geddis agreed not to sell any shares
of Gerald Stevens Retail or any shares of a public company into which shares of
GSR Common Stock are converted into, in an amount greater than $500,000 in
value, unless he first provided the Company with two business days prior written
notice of such proposed sale together with the right of refusal to purchase the
offered shares. This right of first refusal expires on October 1, 2000.
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Page 9 of 9 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.
June 27, 2000
GEDDIS FAMILY LIMITED
PARTNERSHIP
By: Geddis Holding, LLC
Its: General Partner
By: /s/ Gerald R. Geddis
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Gerald R. Geddis, Manager
GEDDIS HOLDING, LLC
By: /s/ Gerald R. Geddis
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Gerald R. Geddis, Manager
/s/ Gerald R. Geddis
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Gerald R. Geddis
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
