SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------------------------
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Graham-Field Health Products, Inc.
(Name of Issuer)
Common Stock, $.025 Par Value
Series B Cumulative Convertible Preferred Stock, $.01 Par Value
Series C Cumulative Convertible Preferred Stock, $.01 Par Value
Series D Preferred Stock, $.01 Par Value
(Title of Classes of Securities)
384632 10 0
(CUSIP Number)
Jonathan Zonis, Esq.
One New York Plaza, 39th Floor, New York, N.Y., 10004
(212) 709-4308
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 12, 1999
(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 [ ].
[Intentionally Deleted]
(Page 1 of 12 pages)
<PAGE>
CUSIP NO. 384632 10 0 13D
<TABLE>
<S> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------
1) Name of Reporting Persons BIL (Far East Holdings) Limited
S.S. or I.R.S. Identification Nos. of Above
Persons
- ----------------------------------------------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (a) [X]
---------------------------------------------------------
(b) [ ]
- ----------------------------------------------------------------------------------------------------------------------
3) SEC Use Only
- ----------------------------------------------------------------------------------------------------------------------
4) Source of Funds 00
- ----------------------------------------------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]
- ----------------------------------------------------------------------------------------------------------------------
6) Citizenship or Place of Organization Hong Kong
- ----------------------------------------------------------------------------------------------------------------------
Number of Shares 7) Sole Voting Power Common: 2,293,856
Beneficially Owned by Each Series B Cumulative
Reporting Person With Convertible Preferred: 3,527
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8) Shared Voting Power
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9) Sole Dispositive Common: 2,293,856
Power Series B Cumulative
Convertible Preferred: 3,527
----------------------------------------------------------------------------------------
10) Shared Dispositive
Power
- ----------------------------------------------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Common: 2,293,856
Reporting Person Series B Cumulative 3,527
Convertible Preferred:
- ----------------------------------------------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares
- ----------------------------------------------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) Common: 7.28%
Series B Cumulative
Convertible Preferred: 57.8%
When aggregated with the voting power of BIL
Securities (Offshore) Limited, the two companies own
approximately 24.5% of the voting power of
Graham-Field capital stock (including Series B
Cumulative Convertible Preferred and Series C
Cumulative Convertible Preferred) (See Item 5 of
this Schedule 13D).
- ----------------------------------------------------------------------------------------------------------------------
14) Type of Reporting Person CO
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
(Page 2 of 12 pages)
<PAGE>
CUSIP NO. 384632 10 0 13D
<TABLE>
<S> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------
1) Name of Reporting Persons BIL Securities (Offshore) Limited
S.S. or I.R.S. Identification Nos. of Above
Persons
- ----------------------------------------------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (a) [X]
---------------------------------------------------------
(b)
- ----------------------------------------------------------------------------------------------------------------------
3) SEC Use Only
- ----------------------------------------------------------------------------------------------------------------------
4) Source of Funds 00
- ----------------------------------------------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]
- ----------------------------------------------------------------------------------------------------------------------
6) Citizenship or Place of Organization New Zealand
- ----------------------------------------------------------------------------------------------------------------------
Number of Shares 7) Sole Voting Power Common: 2,094,497
Beneficially Owned by Each
Reporting Person With Series B Cumulative
Convertible Preferred: 2,573
Series C Cumulative
Convertible Preferred: 1,000
----------------------------------------------------------------------------------------
8) Shared Voting Power 0
----------------------------------------------------------------------------------------
9) Sole Dispositive Power Common: 2,094,497
Series B Cumulative
Convertible Preferred: 2,573
Series C Cumulative
Convertible Preferred: 1,000
Series D Preferred: 2,036
----------------------------------------------------------------------------------------
10) Shared Dispositive 0
Power
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
(Page 3 of 12 pages)
<PAGE>
CUSIP NO. 384632 10 0 13D
<TABLE>
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Common: 2,094,497
Reporting Person
Series B Cumulative
Convertible Preferred: 2,573
Series C Cumulative
Convertible Preferred: 1,000
Series D Preferred: 2,036
- ----------------------------------------------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares
- ----------------------------------------------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) Common: 6.64%
Series B Cumulative
Convertible Preferred: 42.2%
Series C Cumulative
Convertible Preferred: 100%
Series D Preferred: 100%
When aggregated with the voting power of BIL (Far
East Holdings) Limited, the two companies own
approximately 24.5% of the voting power of the
Graham-Field capital stock (including Series B
Convertible Preferred and Series C Convertible
Preferred) (See Item 5 of this Schedule 13D).
- ----------------------------------------------------------------------------------------------------------------------
14) Type of Reporting Person CO
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
(Page 4 of 12 pages)
<PAGE>
This Amendment No. 1 (this "Amendment") to the Schedule 13D filed on
November 27, 1996 (the "Schedule 13D") on behalf of BIL (Far East Holdings)
Limited, a Hong Kong corporation ("BIL"), and BIL Securities (Offshore) Limited,
a New Zealand corporation ("Offshore"), relates to the shares of Series D
Preferred Stock, par value $0.01 per share (the "Series D Preferred Stock") of
Graham-Field Health Products, Inc., a Delaware corporation ("GFI"), and is being
filed pursuant to Rule 13d-2 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Capitalized terms used but not otherwise defined
herein shall have the meanings described to such terms in the Schedule 13D.
Item 1. Security and Issuer
This Amendment relates to the 2,036 shares of Series D Preferred Stock of
GFI acquired by Offshore through the exchange of the Promissory Note (as defined
in Item 3) on May 12, 1999. As a result of the exchange of the Promissory Note
in accordance with the terms of the Letter Agreement (as defined in Item 3), the
total number of shares of GFI Series D Preferred Stock owned by Offshore is
2,036.
Item 2. Identity and Background
Please see the attached Schedule 1.
Item 3. Source and Amount of Funds or Other Consideration
In consideration for the cancellation of a 7.7% promissory note of GFI due
April 1, 2001 with a principal amount of $4,000,000, plus accrued and unpaid
interest, and held by Offshore (the "Promissory Note"), GFI issued 2,036 shares
of Series D Preferred Stock on May 12, 1999 (the "Issue Date"), pursuant to a
letter agreement dated May 12, 1999 between GFI and Offshore (the "Letter
Agreement").
The shares of Series D Preferred Stock are non-voting, but have
substantially the same economic rights as 2,036,000 shares of GFI Common Stock.
Simultaneously with the issuance of the Series D Preferred Stock, GFI, BIL and
Offshore entered into an agreement dated as of May 12, 1999, which provided GFI
with the sole and exclusive option for a period of one year following May 12,
1999, to convene a meeting of its stockholders or take such other corporate
action, in accordance with applicable laws and regulatory requirements, as may
be required to vote or obtain applicable corporate approval to exchange each
share of Series D Preferred Stock for 1,000 shares of GFI Common Stock.
Item 4. Purpose of Transaction
Offshore acquired 2,036 shares of GFI's Series D Preferred Stock on the
Issue Date in exchange for the cancellation of the Promissory Note previously
issued to Offshore by GFI.
Item 5. Interest in Securities of the Issuer:
(a) The aggregate number and percentage of shares of GFI Common Stock, Series B
Cumulative Convertible Preferred Stock (assuming a conversion price of $15.50
per share) and Series C Cumulative Convertible Preferred Stock (assuming a
conversion price of $20 per share) beneficially owned by BIL and Offshore is
8,823,836 shares, representing 24.5% of the voting power of GFI capital stock,
which includes 31,501,680 shares of GFI Common Stock outstanding as of May 28,
1999 and 4,435,483 shares of GFI Common Stock issuable upon conversion of the
Series B Cumulative Convertible Preferred Stock and Series C Cumulative
Convertible Preferred Stock. The aggregate number and percentage of Series D
Preferred Stock beneficially owned by Offshore is 2,036 shares, representing
100% of the outstanding shares of Series D Preferred Stock. Each share of
non-voting Series D Preferred Stock has substantially the same economic rights
as 1000 shares of GFI Common Stock.
(Page 5 of 12 pages)
<PAGE>
To the best of BIL's knowledge, no shares of GFI Common Stock are owned by
any of the people identified on Schedule I. To the best of Offshore's knowledge,
no shares of GFI Common Stock are owned by any of the people identified on
Schedule I.
(b) BIL has the sole power to vote or to direct the vote of all of the
shares referred to as being owned by BIL in Item 3 above. Subject to the
provisions of the Stockholder Agreement, BIL has sole dispositive power as to
all of the shares owned by BIL. On May 1, 1997, the Stockholder Agreement was
amended to permit BIL and Offshore (collectively, "Brierley") to purchase
additional shares of GFI Common Stock on the open market or in
privately-negotiated transactions, so long as Brierley does not acquire a number
of shares which, together with shares already owned by Brierley, represent more
than 49% of the voting power of all shares of the GFI stock then outstanding.
Item 6. Contracts, Arrangement, Understandings or Relationships with Respect to
Securities of the Issuer
Pursuant to the Letter Agreement, the Promissory Note was cancelled in
consideration of the issuance of 2,036 shares of Series D Preferred Stock on May
12, 1999. The shares of Series D Preferred Stock are non-voting, but have
substantially the same economic rights as 2,036,000 shares of GFI Common Stock.
Based on the closing price of GFI Common Stock on May 12, 1999, that number of
shares would have a market value of $4,072,000, which equals the aggregate of
the unpaid principal amount and accrued interest on the Promissory Note.
Simultaneously with the issuance of the Series D Preferred Stock, GFI, BIL and
Offshore entered into an agreement dated as of May 12, 1999, which provided GFI
with the sole and exclusive option for a period of one year following May 12,
1999 to convene a meeting of its stockholders or take such other corporate
action, in accordance with applicable laws and regulatory requirements, as may
be required to obtain applicable corporate approval to exchange each share of
Series D Preferred Stock for 1,000 share of GFI Common Stock.
Item 7. Material to be Filed as Exhibits
Letter Agreement (as defined in Item 3 above)
(Page 6 of 12 pages)
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
each of the undersigned, each of the undersigned certifies that the information
set forth on this statement is true, complete and correct.
Dated June 10, 1999
BIL (FAR EAST HOLDINGS) LIMITED
By: /s/ Ross Burney
-----------------------------
Name: R.A. Burney
Title: Analyst
BIL SECURITIES (OFFSHORE) LIMITED
By: /s/ Ross Burney
-----------------------------
Name: R.A. Burney
Title: Analyst
(Page 7 of 12 pages)
<PAGE>
SCHEDULE I: Information with Respect to Executive Officers and Directors of BIL,
Offshore and Brierley Investments Limited:
The following sets forth as to each of the executive officers and directors
of BIL, Offshore and Brierley Investments: his or her name; his or her
residential address; and his or her present principal occupation or employment
and the name, principal business and address of any corporation or other
organization in which such employment is conducted. To the best knowledge of BIL
and Offshore, during the last five years no such person was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which he or she 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. The citizenship of each individual is duly noted.
Directors and Executive Officers of BIL (Far East Holdings) Limited.
<TABLE>
<CAPTION>
Position Name/Residential Address/Citizenship Present Principal Occupation
- -------- ------------------------------------ ----------------------------
<S> <C> <C>
Treasurer Donna Maree Chown Treasurer of BIL (Far East Holdings)
Flat E1, Block E Limited
20/F, Evergreen Villa
43 Stubbs Road
Hong Kong
Citizenship: New Zealand
Director & Secretary Gregory R. Rnoke Director of BIL (Far East Holdings)
Flat 7, G/F Limited
No. 2D Shui Fai Terrace
Hong Kong
Citizenship: Australia
Director Mark Bradbury Horton Company Secretary,
198 Oriental Parade Brierley Investments Limited
Oriental Bay, Wellington
New Zealand
Citizenship: New Zealand
Director Cherry Chan Yin Fan Accountant of BIL
A2, 11th Floor, (Far East Holdings) Limited
46 Cloud View Road
North Point
Hong Kong
Citizenship: Canadian
</TABLE>
(Page 8 of 12 pages)
<PAGE>
Directors and Executive Officers of BIL (Offshore) Limited.
<TABLE>
<CAPTION>
Position Name/Residential Address/Citizenship Present Principal Occupation
- -------- ------------------------------------ ----------------------------
<S> <C> <C>
Director Mark Bradbury Horton Company Secretary,
198 Oriental Parade Brierley Investments Limited
Oriental Bay, Wellington
New Zealand
Citizenship: New Zealand
Director John A. Payne Employee of the BIL Group
4 Ramphal Terrace
Wellington
New Zealand
Citizenship: New Zealand
Director Herman C. Rockefeller Employee of the BIL Group
9 Heke Street
Wellington
New Zealand
Citizenship: United States of America & New
Zealand
Director Murray R. Weston Employee of the BIL Group
146 Tinakori Road
Wellington
New Zealand
Citizenship: New Zealand
</TABLE>
(Page 9 of 12 pages)
<PAGE>
Directors and Executive Officers of Brierley Investments Limited.
<TABLE>
<CAPTION>
Position Name/Residential Address/ Citizenship Present Principal Occupation
- -------- ------------------------------------- ----------------------------
<S> <C> <C>
Director, Founder President Sir Ronald Alfred Brierley Director of Brierley
2 Bayview Terrace Investments Limited
Wellington, New Zealand
Citizenship: New Zealand
Director Philip Ralph Burdon Non-Executive Company Director
140 Straven Road
Christchurch
New Zealand
Citizenship: New Zealand
Executive Chairman Selwyn J. Cushing Executive Chairman, BIL
"Ashfield"
Beatson Road
Hastings
New Zealand
Citizenship: New Zealand
Director Leng Chan Quek Chairman, Hong Leong Group (Malaysia)
12th Floor
1A Jalan Stonor
50450 Kuala Lumpur
Malaysia
Citizenship: Malaysia
Director Poh Huat Quek President, Temasek Holdings (Pte)
18 Kingsmead Ltd., Singapore
Avenue
Singapore 267969
Citizenship: Singapore
Director Kok Siew Wong Chairman, Singapore Technologies
54 Springleaf Avenue Industrial Corporation Ltd.,
Singapore 788466 Singapore
Citizenship: Singapore
</TABLE>
(Page 10 of 12 pages)
<PAGE>
<TABLE>
<S> <C> <C>
Company Secretary Mark Bradbury Horton Company Secretary,
Brierley Investments Limited
198 Oriental Parade
Wellington
New Zealand
New Zealand
</TABLE>
(Page 11 of 12 pages)
<PAGE>
[This page is intentionally left blank.]
(Page 12 of 12 pages)
GRAHAM-FIELD HEALTH PRODUCTS, INC.
May 12, 1999
BIL Securities (Offshore) Limited
c/c Brierley Investments Limited
Level 6 Colonial Building
22-24 Victoria Street
Wellington, New Zealand
Gentlemen:
This will confirm our agreement with respect to the matters set forth
below.
1. Exchange of Note for Stock. Effective as of the date of this letter agreement
BIL Securities (Offshore) Limited, a Company organized under the laws of New
Zealand ("BIL" or "you") will exchange, transfer, assign and surrender all of
BIL's right, title and interest in, to and under that certain 7.7% Note due
April 1, 2001, dated December 10, 1996, in the original principal amount of
$4,000,000, given by Graham-Field Health products, Inc. (the "Company") to BIL,
end the obligations evidenced thereby, and in consideration therefor the Company
will issue, sell and convey to BIL 2,036 fully-paid, validly-issued,
nonassessable shares of its Series D Preferred Stock, par value $.01 per share
(the "Series D Shares"). The Series D Shares will be issued pursuant to a
Certificate of Designations In the form of attached as Annex A, a copy of which
will have been duly executed, acknowledged and filed in accordance with the
requirements of the General Corporation Law of the State of Delaware. BIL
represents and warrants that it is the sole owner of the Note, that the Note has
not been pledged or assigned and that no other person or entity has any claim on
or interest in the Note. All of BIL's rights in respect of accrued unpaid
interest on the Note will be conveyed with the Note and accordingly no further
payments of Interest or principal will be made on the Note.
2. Deliveries. In order to give effect to the foregoing, (i) BIL will deliver to
the Company (x) the original Note, marked "CANCELLED" and (y) a duly executed
Release and Waiver in the form attached as Annex B; and (ii) The Company will
deliver to BIL a certificate in respect of the Series D Shares, in proper form
to convey title to the Series D Shares to BIL free and clear of liens,
encumbrances, security agreements, claims, charges, restrictions, or other
interests. These deliveries shall take place at the principal business offices
of the Company at 81 Spence Road, Bay Shore, New York, or at such other time and
place as BIL and the Company may agree, not later than 5:00 P.M on Friday, May
14, 1999.
3. Securities Law Matters. You represent and agree that you are acquiring the
Series D Shares for investment purposes only and not with a view to any resale
or distribution, that future transfers of the Series D Shares wil be subject to
restritions imposed under the federalsecurities laws and that any certificates
issued in respect of the Series D Shares will bear legends in customary form
reflecting those restrictions.
4, Stockholders Agreement. The Series D Shares shall be subject to the
provisions of the Stockholders Agreement, dated as of September 3, 1996 as
amended and as may be further amended
<PAGE>
from time to time in the future, among the Company, BIL and Irwin Selinger, as
if those shares were shares of Common Stock.
5. Representations and Warranties of the Company.
(a) The Company has the power, authority and legal capacity to enter into
this letter agreement and to perform all of its obligations hereunder. This
letter agreement constitutes the valid and legally binding obligation of the
Company, enforceable in accordance with its terms.
(b) The execution and delivery of this letter agreement and the
consummation of the transactions provided for herein will not result in default
under or cancellation or termination of any material contract, agreement
commitment or engagement of the Company.
6. Indemnification.
(a) The Company shall indemnify, save and hold harmless BIL, its affiliates
(as defined in Rule 405 under the Securities Act of 1933, as amended) and their
respective successors and assigns from and against any loss, liability or
expense (including without limitation reasonable attorneys' fees) sustained or
incurred by any of them resulting from or arising out of or by virtue of any
breach of any representation, warranty or covenant of the Company in this letter
agreement.
(b) BIL shall indemnify, save and hold harmless the Company, its affiliates
and their respective successors and assigns from and against any loss, liability
or expense (including without limitation reasonable attorneys' fees) sustained
or incurred by any of them resulting from or arising out of or by virtue of any
breach of any representation, warranty or covenant of BIL in this letter
agreement.
7. Miscellaneous.
(a) This letter agreement replaces and supersedes all prior agreements and
negotiations between BIL and the Company with respect to the subject matter
hereof and constitutes the entire agreement of BIL and the Company with respect
to such subject matter.
(b) This letter agreement shall be governed by and construed in accordance
with the laws of the State of New York without giving effect to conflicts of
laws principles.
(c) This letter agreement shall inure to the benefit of and be binding upon
BIL, the Company and their respective successors and assigns.
* * *
If the foregoing accurately reflects your understanding of our agreement,
kindly so indicate by signing in the space provided below, whereupon this letter
agreement will constitute the binding obligation of the Company and BIL.
Very truly yours,
GRAHAM-FIELD HEALTH PRODUCTS, INC
By: /s/ [ILLEGIBLE]
------------------------------
[ILLEGIBLE]
Senior Vice President
2
<PAGE>
Accepted and agreed as of the
date first written above:
BIL SECURITIES (OFFSHORE)
LTMITED
By: /s/ Rupert Morley
--------------------------
Rupert Morley
3
