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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. 3
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 30, 1999
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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: [ ]
NOTE: This Amendment No. 3 amends and restates the Schedule 13D of Salem
Lance Van Every dated December 9, 1997 pursuant to rule 13d-2(c).
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<TABLE>
<CAPTION>
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CUSIP No. 514606 10 2 13D Page 2 of 7 Pages
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<S> <C>
==============================================================================================================================
1 NAME OF REPORTING PERSON Salem Lance Van Every
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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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 ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 804,969
OWNED BY EACH ======== ====================================================================================================
REPORTING 8 SHARED VOTING POWER
PERSON WITH
55,458
======== ====================================================================================================
9 SOLE DISPOSITIVE POWER
804,969
======== ====================================================================================================
10 SHARED DISPOSITIVE POWER
55,458
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
860,427
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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)
2.9%
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14 TYPE OF REPORTING PERSON*
IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
</TABLE>
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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 Salem 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 1,289,245
shares of the Common Stock previously reported herein (the "Trust Shares") upon
transfer of the Trust Shares by Nan Davis Van Every, Mr. Van Every's stepmother,
on November 17, 1998 to the Nan Davis Van Every Florida Intangible Trust, dated
November 17, 1998 (the "Irrevocable Trust"), for which Mr. Van Every serves as
trustee. On April 30, 1999, the Trust Shares were transferred pursuant to the
terms of the Irrevocable Trust to the 1992 Nan Davis Van Every Revocable Trust
(the "Revocable Trust"). Mr. Van Every no longer has any dispositive power or
voting power over the Trust Shares following their transfer to the Revocable
Trust.
Mr. Van Every, in his capacity as co-trustee with NationsBank,
N.A. of a second trust (the "Second Trust"), beneficially owns 26,020 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 Co-Trustee Shares. Mr. Van Every became the beneficial owner
of the Co-Trustee Shares not by purchase but by operation of law in his capacity
as trustee of the Second Trust.
Mr. Van Every owns 834,407 shares of Common Stock (the "Other
Shares"; together with the Co-Trustee Shares, the "Shares"), of which 771,380
shares are held directly (including 66,500 shares subject to options currently
exercisable or exercisable within 60 days), 33,589 shares are held in custodian
or trust accounts for his daughters and grandchildren of which he serves as
custodian or trustee, 3,123 shares are held by his daughters and 26,315 shares
are held
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by his wife. The Other Shares were primarily acquired by Mr. Van Every by
inheritance and by gift in the years prior to this Schedule 13D.
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 Shares not
by purchase but by operation of law, inheritance and by gift, he became such a
beneficial owner without motive or purpose. The Co-Trustee Shares are held by
the Second Trust. Mr. Van Every has shared investment and dispositive power over
the Common Stock held in the Second Trust. Mr. Van Every intends to hold the
Co-Trustee Shares in his capacity as trustee for investment.
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 and the 26,315 shares of Common Stock owned by his wife 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 15,500 shares of the Common
Stock of which options for 11,500 shares are currently exercisable and options
for 4,000 shares will become exercisable on May 1, 2000.
Mr. Van Every also has options to purchase 31,000 and 24,000
shares of the Common Stock from Nan Davis Van Every, which became exercisable on
January 31, 1997 and November 30, 1998, respectively.
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.
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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 860,427 (including 66,500 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), (iii) and (iv).
(b) The 860,427 aggregate amount of shares of Common Stock
reported herein are beneficially owned as follows:
(i) 804,969 shares of Common Stock (the Other Shares,
except for 3,123 shares owned by Mr. Van Every's daughters and 26,315 shares
owned by Mr. Van Every's wife) 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) 26,020 shares of Common Stock (the Co-Trustee
Shares) are beneficially owned by Mr. Van Every as co-trustee with NationsBank,
N.A. under the Second 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 daughters with whom he shares the investment power to dispose or
direct the disposition of these shares and with whom he has the shared voting
power to vote or direct the voting of these shares.
(iv) 26,315 shares of the Common Stock are owned by
Mr. Van Every's wife 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 on April 30, 1999, pursuant to the
terms of the Irrevocable Trust, 1,289,245 shares of Common Stock were
transferred to the Revocable Trust.
(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 26,020 shares
of the Common Stock described in Section 5(b)(iii) as co-trustee of the Second
Trust.
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(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).
(iii) Mr. Van Every's wife has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the 26,315 shares of the Common Stock described in Section 5(b)(iv).
(e) Mr. Van Every ceased to be the beneficial owner of more
than 5% of Common Stock on April 30, 1999.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
See Items 4 regarding (i) the transfer or disposition of the
Trust Shares and (ii) certain other 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 this Schedule 13D and is incorporated
herein by reference thereto).
Exhibit C. Letter Agreement dated April 28, 1998 between S.
Lance Van Every and Nan D. Van Every (previously
filed as Exhibit D to Amendment No. 2 to this
Schedule 13D and is incorporated herein by reference
thereto).
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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/ Salem Lance Van Every June 10, 1999
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Salem Lance Van Every
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