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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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MEM Company, Inc.
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(Name of Issuer)
Common Stock, par value $0.05 per share
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(Title of Class of Securities)
58587110
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(CUSIP Number)
John L. Ruppert, Esq., Brownstein Hyatt Farber & Strickland
410 17th St., Denver, Colorado 80202 (303) 534-8335
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 7, 1996
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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 / /.
Check the following box if a fee is being paid with this statement /X/. (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 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).
(Continued on following page(s))
Page 1 of Pages
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CUSIP No. 13D Page of Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Renaissance Cosmetics, Inc. 06-1396287
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
BK, OO
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(5) Check 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
Delaware
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Number of Shares (7) Sole Voting
Beneficially Owned Power See Item 5
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power See Item 5
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(9) Sole Dispositive
Power N/A
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(10) Shared Dispositive
Power N/A
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
353,565 - See Item 3
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
13.5%
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(14) Type of Reporting Person*
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 13D Page of Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Kidd, Kamm Equity Partners, L.P.
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
BK, OO
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(5) Check 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
Delaware
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Number of Shares (7) Sole Voting
Beneficially Owned Power See Item 5
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power See Item 5
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(9) Sole Dispositive
Power N/A
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(10) Shared Dispositive
Power N/A
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
353,565 - See Item 3
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
13.5%
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(14) Type of Reporting Person*
PN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 58587110
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the common stock, $0.05 par value per
share (the "Common Stock"), of MEM Company, Inc. ("MEM"). The current address
of MEM is Union Street Extension, Northvale, New Jersey 07647.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is filed jointly by Renaissance Cosmetics, Inc.
("RCI"), and Kidd, Kamm Equity Partners, L.P. ("KKEP"). RCI is a private
company owned approximately 83.9% by KKEP.
RCI is a Delaware corporation whose principal business is
manufacturing and mass marketing fragrances, artificial fingernails and related
products. The address of its principal business and principal office is 955
Massachusetts Avenue, Cambridge, Massachusetts 02139.
KKEP is a Delaware limited partnership whose principal business is
investments. The general partner of KKEP is Kidd, Kamm Investments, L.P., a
Delaware limited partnership ("KKI"). The general partner of KKI is Kidd,
Kamm Investments, Inc. ("KKII"), a Delaware corporation. Kidd, Kamm &
Company ("KKC"), a Delaware corporation is an affiliate of KKEP and may be
deemed to beneficially own the shares of RCI owned of record by KKEP. The
address of the principal business and principal office of KKEP and KKC is c/o
Kidd, Kamm & Company, Three Pickwick Plaza, Greenwich Connecticut 06830.
The executive officers and directors of RCI are (1) Thomas V. Bonoma,
Chairman, Chief Executive Officer, President and Director, (2) Ronald D. Bowen,
Group Vice President, International, (3) Albert E. DeChellis, Group Vice
President and General Manager, (4) Sean E. Greene, Group Vice President and
General Manager, (5) Eric E. Hamburg, Director, (6) John R. Jackson, Vice
President and General Counsel, (7) Kurt L. Kamm, Director, (8) Thomas T.S.
Kaung, Group Vice President and Chief Financial Officer, (9) William J. Kidd,
Director, (10) John H. Lynch, Director, (11) E. Mark Noonan, Director, (12) Marc
L. Rovner, General Manager of Cosmar Corporation, a wholly owned subsidiary of
RCI ("Cosmar"), (13) Terry M. Theodore, Director, and (14) Keith H. Wagner,
Group Vice President, Operations. The business address of Messrs. Bonoma,
Bowen, DeChellis, Greene, Jackson, Kaung, Rovner and Wagner is c/o Renaissance
Cosmetics, Inc., 955 Massachusetts Avenue, Cambridge, Massachusetts 02139, and
their principal occupations or employments are serving as officers of RCI.
Messrs. Hamburg, Kamm, Kidd and Theodore are principals of KKC, an
affiliate of KKEP. The business address of Messrs. Hamburg, Kamm, Kidd and
Theodore is c/o Kidd, Kamm & Company, Three Pickwick Plaza, Greenwich
Connecticut 06830, and their principal occupations or employments are serving as
principals of KKC.
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CUSIP No. 58587110
The principal business address of Mr. Lynch is c/o The Knoll Group,
c/o BGI, 889 E. Manchester, New Hampshire 03101, and his principal
occupation or employment is serving as an officer of The Knoll Group.
The principal business address of Mr. Noonan is c/o Triumph Capital
Group, Inc. ("Triumph"), c/o Triumph Connecticut Limited Partnership, 60
State Street, 21st Floor, Boston, Massachusetts-02109, and his principal
occupation or employment is serving as an officer of Triumph.
None of the aforementioned entities or individuals, to the best
knowledge of RCI, has been, during the last five years, convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction that resulted in a judgment, decree or final order enjoining
further violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
All of the aforementioned individuals are citizens of the United
States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On August 6, 1996, RCI, its wholly owned subsidiary Renaissance
Acquisition, Inc., ("RAI") and MEM entered into that certain Agreement and
Plan of Merger, dated as of August 6, 1996 (the "Merger Agreement"), whereby
at the effective time of the merger, RAI will be merged with and into MEM
(the "Merger"), all of the issued and outstanding shares of MEM Common Stock
(other than dissenters' shares of MEM Common Stock) will be converted into
the right to receive $7.50 per share and MEM will become a wholly-owned
subsidiary of RCI. Consummation of the Merger is subject to several
conditions, including, but not limited to, RCI obtaining the financing to
complete the Merger and the stockholders of MEM approving the Merger at a
duly convened meeting of MEM's stockholders.
On August 7, 1996, RCI and Gay A. Mayer, the President, Chief
Executive Officer, Chairman of the Board and a stockholder of MEM entered
into that certain Stockholder Agreement, dated as of August 7, 1996.
Pursuant to the Stockholder Agreement, Mr. Mayer agreed to vote the 353,565
shares of MEM Common Stock owned by him of record in favor of the Merger and
granted a proxy on such shares to RCI (the "Proxy"). Mr. Mayer has indicated
that he intends to vote such shares of MEM Common Stock in favor of the
Merger and RCI has indicated that it intends to vote Mr. Mayer's shares of
MEM Common Stock in favor of the Merger if RCI votes such shares.
RCI previously filed copies of the Merger Agreement and Stockholder
Agreement with the Securities and Exchange Commission as Exhibit Nos. 10.71 and
10.72 (respectively) to its Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1996, and incorporates such exhibits herein by reference.
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CUSIP No. 58587110
The aggregate consideration to be paid by RCI for the Common Stock
(including the purchase price for outstanding MEM stock options that will be
cashed out in the Merger) is approximately $33.8 million, including repayment of
MEM's indebtedness (which estimate is based on the balance of such indebtedness
at June 30, 1996.) Such amount of indebtedness is expected to be higher and
could be materially higher on the date the Merger is closed.
It is a condition to the closing of the Merger that RCI obtain
financing for the Merger. On August 14, 1996, RCI closed a preferred stock
financing, a portion of the proceeds of which may be used to fund the payment
of a portion of the Merger consideration; however, RCI does not intend to
close the Merger until it puts in place a new bank credit facility, a portion
of the proceeds of which will be used to finance the payment of the Merger
consideration.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of RCI's entering into the Stockholder Agreement and
acquiring the Proxy is to vote the shares of MEM Common Stock owned of record
by Mr. Mayer in favor of the Merger. At the effective time of the Merger,
assuming all of the conditions to closing the Merger have been satisfied, RCI
intends to acquire all of the issued and outstanding Common Stock of MEM on
the terms and conditions set forth in the Merger Agreement. See the Merger
Agreement for more information concerning the terms and conditions thereof.
Except as set forth in the first paragraph of this Item 4., none of
RCI, KKEP or KKC have any plans or purposes which relate to or would result in
any of the sections set forth in Item 4(a)-(j) to Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(a)-(d) to Schedule 13D - RCI holds a Proxy pursuant to the
terms of the Stockholder Agreement (which is incorporated herein by
reference) to vote 353,565 shares of MEM Common Stock owned of record by Mr.
Mayer, the other party to the Stockholder Agreement. None of RCI, KKEP or KKC
has any other interest currently in the securities of MEM.
Item 5(e) to Schedule 13D - Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SECURITIES OF THE ISSUER.
The Merger Agreement and the Stockholder Agreement are incorporated
herein by reference. See Item 7. below.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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CUSIP No. 58587110
The Joint Filing Agreement, dated August 19, 1996, filed herewith.
The Merger Agreement, filed on August 14, 1996 with the Securities and
Exchange Commission as Exhibit No. 10.71 to RCI's Quarterly Report on Form 10-Q
for the fiscal quarter ended June 30, 1996.
The Stockholder Agreement, filed on August 14, 1996 with the
Securities and Exchange Commission as Exhibit No. 10.72 to RCI's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 1996.
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CUSIP No. 58587110
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
accurate.
Dated: August 19, 1996 RENAISSANCE COSMETICS, INC.
By: /s/ John R. Jackson
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Vice President and
General Counsel
KIDD, KAMM EQUITY PARTNERS, L.P.
By: Kidd, Kamm Investments, L.P.
(its General Partner)
By: Kidd, Kamm Investments, Inc.
(its General Partner)
By: /s/ Kurt L. Kamm
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President
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CUSIP No. 58587110
INDEX TO EXHIBITS
(1) Joint Filing Agreement
(2) Merger Agreement, filed on August 14, 1996 with the Securities and
Exchange Commission as Exhibit No. 10.71 to RCI's Quarterly Report on
Form 10-Q for the fiscal quarter ended June 30, 1996.
(3) Stockholder Agreement, filed on August 14, 1996 with the Securities
and Exchange Commission as Exhibit No. 10.72 to RCI's Quarterly Report
on Form 10-Q for the fiscal quarter ended June 30, 1996.
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Exhibit (1)
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(f)(1) of the Securities Exchange Act of
1934, as amended, we, the undersigned, agree that this Schedule 13D
(including any and all amendments thereto), to which this Agreement is
attached as an Exhibit, is (and, in the case of amendments, will be) filed on
behalf of each of us.
This Agreement may be executed in counterparts, each one of which
shall be considered an original, and all of which, when taken together, shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as
of the 19th day of August 1996.
RENAISSANCE COSMETICS, INC.
By: /s/ John R. Jackson
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Vice President and
General Counsel
KIDD, KAMM EQUITY PARTNERS, L.P.
By: Kidd, Kamm Investments, L.P.
(its General Partner)
By: Kidd, Kamm Investments, Inc.
(its General Partner)
By: /s/ Kurt L. Kamm
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President
