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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
RYMER FOODS, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.04 PER SHARE
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(Title of Class of Securities)
783771306
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(CUSIP Number)
THOMAS P. KRASNER, CFA
RIVERSIDE CAPITAL ADVISERS, INC.
1650 S.E. 17 STREET
SUITE 204
FT. LAUDERDALE, FLORIDA 33316-1735
(954) 745-1256
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
SEPTEMBER 9, 1998
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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(b)(3) or (4) check the following box [X].
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 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).
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(1) NAME OF REPORTING PERSON
RIVERSIDE CAPITAL ADVISERS, INC.
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SS OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
59-2417036
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 22(d) OF 2(e)
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
FLORIDA, USA
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(7) SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 2,160,212
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 0
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(10) SHARED DISPOSITIVE POWER
2,160,212
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,160,212
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(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
50.237%
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(14) TYPE OF REPORTING PERSON*
IA
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Item 1. Security and Issuer.
This statement on Schedule 13D relates to the common stock, par value
$.04 per share (the "COMMON STOCK"), of Rymer Foods Inc., a Delaware
corporation (the "ISSUER"). The Issuer's principal executive offices are
located at 4600 South Packers Avenue, Suite 400, Chicago, Illinois 60609.
Item 2. Identity and Background.
This statement is filed by Riverside Capital Advisers, Inc.
Riverside is a Florida corporation having both its principal business
and principal office address at 1650 S.E. 17th Street, Suite 204, Fort
Lauderdale, Florida 33316-1735. The principal business of Riverside is to
provide investment advisory services to, and to invest on behalf of,
discretionary investment accounts pursuant to the terms of written contracts.
Thomas J. Ryan ("RYAN"), Thomas P. Krasner ("KRASNER") and Michael C. Bowen
("BOWEN"), are the President, Vice President and Vice President, respectively,
of Riverside.
The present principal occupation of Ryan is to act as an executive
officer of Riverside. The present principal occupation of Krasner and Bowen, is
to act as President and Vice-President, respectively of Biscayne Capital
Management, Inc. The principal business is to manage short-term, high yield,
fixed income funds for its investors. The principal address of Biscayne Capital
Management, Inc. is 1650 S.E. 17th Street, Suite 204, Fort Lauderdale, Florida
33316-1735.
The business address of Ryan, is at the offices of Riverside, 1650 S.E.
17th Street, Suite 204, Fort Lauderdale, Florida 33316-1735. The business
address of both Krasner and Bowen is at the offices of Biscayne, 1650 S.E. 17th
Street, Suite 204, Fort Lauderdale, Florida 33316-1735. Each of Ryan, Krasner
and Bowen is a United States Citizen.
None of the persons described in this Item 2 has, during the last five
years, been (i) convicted in a criminal proceeding, or (ii) a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgement, 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.
Item 3. Source and Amount of Funds and Other Consideration.
1,907,151 shares of Common Stock of the Issuer owned beneficially by
Riverside, were acquired in an exchange offer of Rymer Foods Inc. 11% Senior
Notes due 12/15/2000, the balance of 253,061 were all purchased in the open
market through brokerage transactions.
The net investment cost (excluding commissions, if any) of the shares
of Common Stock beneficially owned directly by Riverside is approximately
$12,006,510.
The shares of Common Stock purchased by Riverside were purchased with
funds made available through investment accounts that Riverside manages.
Item 4. Purpose of the Transaction.
To continue to increase the concentration in this investment.
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Item 5. Interest in Securities of the Issuer.
(a) and (b) The Reporting Persons beneficially own the following amounts
of Common Stock of the Issuer:
Riverside is the beneficial owner of 2,160,212 shares of Common Stock
that it holds in discretionary investment accounts and over which it has
sole voting and investment authority.
(c) The following transactions were made by the Reporting Persons in the
Common Stock within the last sixty days.
<TABLE>
<CAPTION>
Trade Date Settle Date # Shares Unit Price Net
- ---------- ----------- -------- ---------- ----------
<S> <C> <C> <C> <C>
7/15/98 7/20/98 9,000 .470 $ 4,230.00
8/14/98 8/19/98 20,000 .531 11,125.00
8/21/98 8/26/98 5,000 .500 2,625.00
8/25/98 8/28/98 14,500 .550 8,337.50
8/25/98 8/28/98 60,000 .487 30,674.70
8/27/98 9/01/98 32,500 .469 15,996.10
8/28/98 9/02/98 23,000 .630 14,950.00
9/08/98 9/11/98 29,500 .600 18,440.62
</TABLE>
(d) No other person is known to have the right to receive, or the power
to direct the receipt of, dividends from, or the proceeds from the sale
of, the shares of Common Stock beneficially owned by the Reporting
Persons. However, the shares of Common Stock beneficially owned by
Riverside are owned on behalf of investment accounts pursuant to written
contracts with Riverside. Upon termination of any such contract, all
shares held for such account, and all authority to vote and dispose of
such shares, would revert to the entity for whom such investment account
is maintained.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect
to Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the Reporting Persons and between any of such
Reporting Persons and any other person with respect to any securities of the
Issuer (including, but not limited to, any contract, arrangement, understanding
or relationship involving the transfer or voting of any securities, finder's
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, divisions of profits or loss, or the giving or withholding of proxies.
Item 7. Materials 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.
Dated: September 14, 1998 Riverside Capital Advisers, Inc.
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By: /S/ THOMAS P. KRASNER
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Thomas P. Krasner,
Vice President
