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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
Amendment No. 2
LANCE, INC.
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(Name of Issuer)
$.83-1/3 PAR VALUE COMMON STOCK
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(Title of Class of Securities)
514606 10 2
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(CUSIP Number)
A. ZACHARY SMITH III
100 N. TRYON STREET, SUITE 4200
CHARLOTTE, NORTH CAROLINA 28202 (704) 331-7400
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
APRIL 13, 1997
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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 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: [ ].
(Page 1 of 7 Pages)
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CUSIP No. 514606 10 2 SCHEDULE 13D Page 2 of 7 Pages
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(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
S. Lance Van Every
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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*
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 OF AMERICA
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(7) Sole Voting Power
Number of 803,122
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 55,167
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 803,122
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(10) Shared Dispositive Power
55,167
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
858,289
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(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
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(13) Percent of Class Represented by Amount in Row (11)
2.9%
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
(Page 2 of 7 Pages)
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, par value $.83-1/3
per share (the "Common Stock"), of Lance, Inc. (the "Issuer"). The principal
executive offices of the Issuer are located at 8600 South Boulevard, Charlotte,
North Carolina 28232.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) The name of the reporting person is S. Lance Van
Every. The residence address of Mr. Van Every is 4010 Seminole Court, Charlotte,
North Carolina 28210. Mr. Van Every's principal occupation is that of a private
investor.
(d) During the past five years, Mr. Van Every has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years, Mr. Van Every has not been 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 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. Van Every is a citizen of the United States of
America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Van Every acquired the sole voting power over 651,110
shares of the Common Stock (the "Initial Shares"), under the Will dated April 7,
1987 (the "Will") of his father, Salem A. Van Every, Jr. who died on May 27,
1990 (the "Decedent"). Mr. Van Every acquired shared dispositive power over the
Initial Shares upon their transfer by Nan Davis Van Every, Mr. Van Every's
stepmother, on December 12, 1996 to the Nan Davis Van Every Florida Intangible
Tax Trust dated December 9, 1996 (the "Irrevocable Trust") for which Mr. Van
Every serves as trustee. Mr. Van Every acquired shared dispositive power and
sole voting power in such capacity as trustee of the Irrevocable Trust over
646,810 additional shares of the Common Stock (the "Recent Shares"; together
with the Initial Shares, the "Acquired Shares") upon their transfer by Nan Davis
Van Every to the Irrevocable Trust on the same date. Pursuant to the terms of
the Irrevocable Trust, on April 13, 1997 the Acquired Shares were transferred
from the Irrevocable Trust to the Nan Davis Van Every Revocable Trust dated
April 1, 1992. Mr. Van Every no longer has any dispositive or voting power with
respect to the Acquired Shares.
Mr. Van Every, in his capacity as co-trustee with NationsBank, N.A. of
a third trust (the "Third Trust"), beneficially owns 52,044 shares of the Common
Stock (the "Co-Trustee Shares") over which he has shared voting power and shared
dispositive power.
No funds or other consideration were used in the acquisition of the
Acquired Shares or the Co-Trustee Shares. Mr. Van Every became the beneficial
owner of the Initial Shares,
(Page 3 of 7 Pages)
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the Co-Trustee Shares and the Recent Shares not by purchase but by operation of
law under the marital trust created under the Will (the "Marital Trust"), by
operation of law in his capacity as trustee of the Third Trust and by gift to
the Irrevocable Trust, respectively. The Acquired Shares were subsequently
transferred pursuant to the terms of the Irrevocable Trust to the Nan Davis Van
Every Revocable Trust dated April 1, 1992.
Mr. Van Every owns 806,245 shares of Common Stock (the "Other
Shares"), of which 763,671 shares are held directly (including 34,500 shares
subject to options currently exercisable or exercisable within 60 days), 39,451
shares are held in custodian or trust accounts for his daughters and grandchild
of which he serves as custodian or trustee and 3,123 shares are held by his
daughters. The Other Shares were primarily acquired by Mr. Van Every by
inheritance and by gift in the years prior to his Schedule 13D dated August 9,
1990.
At this time, the source and amount of funds that Mr. Van
Every may use to fund future purchases of Common Stock, if any, is undetermined,
although the funds for such future purchases, if any, are likely to be the
personal funds of Mr. Van Every. Future purchases, if any, Mr. Van Every may
make under the Issuer's dividend reinvestment plan will be funded through the
reinvestment of dividends.
ITEM 4. PURPOSE OF TRANSACTION.
Since Mr. Van Every is the beneficial owner of the Co-Trustee
Shares not by purchase but by operation of law, he became such a beneficial
owner without motive or purpose. The Co-Trustee Shares are held by the Third
Trust, and Mr. Van Every has shared investment and dispositive power over such
shares. Mr. Van Every intends to hold the Co-Trustee Shares in his capacity as
trustee of such trust for investment.
The Other Shares were primarily acquired by Mr. Van Every by
inheritance and by gift and in his capacity as trustee or custodian without
motive or purpose. Mr. Van Every has sole investment and dispositive power over
the Other Shares, except for the 3,123 shares of the Common Stock owned by his
daughters over which he has shared dispositive power and shared voting power.
Mr. Van Every intends to hold the Other Shares for investment.
Mr. Van Every intends to evaluate the business and prospects
of the Issuer and depending on his evaluation, other investment opportunities,
market conditions and other factors as he may deem material, Mr. Van Every may
seek to acquire additional shares of the Common Stock in the open market or
through the Issuer's dividend reinvestment plan. Alternatively, he may, upon
consultation with other persons with whom he shares dispositive power, as
applicable, dispose of all or a portion of the shares of the Common Stock
presently held or hereafter acquired.
Mr. Van Every has served as a director of the Issuer since
1990. As a nonemployee director of the Issuer, Mr. Van Every is eligible to
receive grants of options to acquire shares of the Common Stock pursuant to the
Issuer's 1995 Nonqualified Stock Option Plan for Non-Employee Directors.
Currently, Mr. Van Every has options to acquire
(Page 4 of 7 Pages)
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7,500 shares of the Common Stock of which options for 3,500 shares are currently
exercisable and options for 4,000 shares will become exercisable on May 1, 1998.
Mr. Van Every also has an option to purchase 31,000 shares of
the Common Stock from Nan Davis Van Every, which became exercisable on January
31, 1997.
Except as set forth in this Item 4, Mr. Van Every has no
present plans or proposals that relate to or that would result in any of the
actions specified in clauses (a) through (j) of Item 4 to Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number of shares of the Common Stock that
Mr. Van Every beneficially owns pursuant to Rule 13d-3 of the Securities and
Exchange Act of 1934 is 858,289 (including 34,500 shares subject to options
currently exercisable or exercisable within 60 days) which constitutes
approximately 2.9% of the outstanding shares of the Common Stock. Mr. Van Every
disclaims beneficial ownership with respect to all such shares described in Item
5(b)(ii) and (iii).
(b) The 858,289 aggregate amount of shares of Common Stock
reported herein are beneficially owned as follows:
(i) 803,122 shares of Common Stock (the Other
Shares, except for 3,123 shares owned by Mr. Van Every's daughters) are
beneficially owned by Mr. Van Every, either directly or as trustee or custodian
for his children and grandchild. Mr. Van Every has the sole investment power to
dispose or direct the disposition of these shares and he has the sole voting
power to vote or direct the voting of these shares.
(ii) 52,044 shares of the Common Stock (the
Co-Trustee Shares) are beneficially owned by Mr. Van Every as co-trustee with
NationsBank, N.A. under the Third Trust. In such capacity, Mr. Van Every has the
shared investment power to dispose or direct the disposition of these shares and
he has the shared voting power to vote or direct the voting of these shares.
(iii) 3,123 shares of the Common Stock are owned by
Mr. Van Every's daughter with whom he shares the investment power to dispose or
direct the disposition of these shares and with whom he shares the voting power
to vote or direct the voting of these shares.
(c) During the past 60 days, Mr. Van Every has not purchased
or sold any shares of Common Stock, except that on May 1, 1997 Mr. Van Every was
granted an option to purchase 4,000 shares of Common Stock pursuant to the
Issuer's 1995 Nonqualified Stock Option Plan for Non-Employee Directors; on
April 1, 1997 Mr. Van Every sold 27,778 shares of Common Stock; and on April 13,
1997, pursuant to the terms of the Irrevocable Trust, 1,297,920 shares of Common
Stock were transferred to the Nan Davis Van Every Revocable Trust dated April 1,
1992.
(Page 5 of 7 Pages)
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(d) No person other than Mr. Van Every has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Common Stock reported herein except as follows:
(i) NationsBank, N.A. has the power to direct the
receipt of dividends from, or the proceeds from the sale of, the 52,044 shares
of the Common Stock described in Section 5(b)(ii) as co-trustee of the Third
Trust.
(ii) Mr. Van Every's daughters have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the 3,123 shares of the Common Stock described in Section
5(b)(iii).
(e) Mr. Van Every ceased to be the beneficial owner of more
than five percent of the Common Stock on April 13, 1997.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
See Items 4 regarding the shares of the Common Stock subject
to options currently exercisable or exercisable within 60 days.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A. Lance, Inc. 1995 Nonqualified Stock Option Plan for
Non-Employee Directors (Incorporated herein by
reference to Exhibit 10 to the Issuer's
Registration Statement on Form S-8, Registration
No. 33-58839).
Exhibit B. Letter Agreement dated July 22, 1996 between
S. Lance Van Every and Nan D. Van Every
(Previously filed as Exhibit C to Amendment No. 1
to this Schedule 13D and is incorporated herein by
reference thereto).
(Page 6 of 7 Pages)
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After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
s/ S. Lance Van Every May 16, 1997
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S. Lance Van Every
(Page 7 of 7 Pages)
