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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
EVERGOOD PRODUCTS CORPORATION
________________________________________________________________________________
(Name of Issuer)
Common Stock
________________________________________________________________________________
(Title of Class of Securities)
300146 10 7
_______________________________________________________________
(CUSIP Number)
Nancy D. Lieberman
Blau, Kramer, Wactlar & Lieberman, P.C.
100 Jericho Quadrangle
Jericho, New York 11753
(516)822-4820
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications)
July 24, 2000
_______________________________________________________________
(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: 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 in 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 pages)
(Page 1 of 10 Pages)
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SCHEDULE 13D
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CUSIP NO. 300146 10 7 Page 2 of 10 Pages
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NAMES OF REPORTING PERSON
1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen R. Stern
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
U.S.A
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SOLE VOTING POWER
7
NUMBER OF 594,061
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 594,061
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
594,061
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
13.3%
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TYPE OF REPORTING PERSON*
14
IN
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Item 1: Security and Issuer.
The securities to which this Schedule 13D relate are the shares of Common Stock,
par value $.01 per share (the "Shares") of Evergood Products Corporation (the
"Issuer"), a corporation organized under the laws of the State of Delaware. The
address of the Issuer's principal executive office is 140 Lauman Lane,
Hicksville, New York 11801.
Item 2: Identity and Background.
(a) The person filing this statement is Stephen R. Stern.
(b) Mr. Stern's business address is 140 Lauman Lane, Hicksville, New York
11801.
Mr. Stern's principal occupation is Executive Vice President, Treasurer,
Assistant Secretary, Chief Operating Officer, Chief Financial Officer and a
director of the Issuer since 1994. In addition, Mr. Stern has been a practicing
attorney in the State of New York since 1972 and is a partner at Hoffinger
Friedland Dobrish & Stern, P.C.
(d) During the last five years, Mr. Stern has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, Mr. Stern has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which he was or is subject to a judgement, decree or final order
enjoining future violation of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
(f) Mr. Stern is a United States citizen.
Item 3: Source or Amount of Funds or Other Consideration.
Of the 594,061 Shares owned directly by him, Mr. Stern acquired 453,128 from the
Issuer in 1996 in connection with a reorganization of the Issuer and its
affiliates and acquired an aggregate 140,933 in connection with a second such
reorganization effective March 1, 2000.
Item 4: Purpose of the Transaction.
Mr. Stern has no present plan or proposal which would relate to or result in any
of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.
Item 5: Interest in Securities of the Issuer.
(a) The percentage of Shares reported owned by Mr. Stern is based upon
4,475,957 Shares outstanding, as reported in the Issuer's Form 10 as filed with
the Securities and Exchange Commission on May 25, 2000.
As of the close of business on July 23, 2000, Mr. Stern beneficially owns
594,061 Shares, constituting 13.3% of the outstanding Shares.
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(b) Mr. Stern has sole power to dispose or direct the disposition of the
594,061 Shares beneficially owned by him, as well as sole power to vote or
direct the vote of such Shares.
(c) In the past 60 days, Mr. Stern has not purchased or sold any Shares.
Item 6: Contracts, Arrangements, Understandings or Relationship with Respect
to Securities of the Issuer.
In connection with the issuance to Howard M. Lorber and certain other
individuals of certain Shares, Mr. Stern entered into a Shareholders' Agreement
effective March 15, 2000 with Mr. Lorber and Melvin Rich. Pursuant to the terms
of the Shareholders' Agreement, Messrs. Lorber, Rich and Stern (collectively,
the "Shareholders") agreed to impose certain restrictions on their transfers of
Shares in the event of a public offering of Shares in which the shareholders of
the Corporation participate and in which the Shareholders desire to participate,
as follows:
(i) the Shareholders will be entitled to elect to participate in such
public offering on a pro rata basis, based on the number of Shares
owned by them. In the event that such offering is an underwritten
public offering, if the managing underwriter or the Corporation
determines the number of Shares owned by the Shareholders and
requested to be included in the registration statement exceeds the
number which can be sold in an orderly manner in such offering within
a price range acceptable to the Corporation and the underwriter or the
Corporation limits or totally excludes the Shares owned by the
Shareholders, the number of Shares shall be which shall be excluded
shall be determined on such pro rata basis; and
(ii) without the consent of Rich, Stern and Lorber shall not be
entitled to sell a greater percentage of their ownership in the
Corporation than Rich sells in such offering. For example, if Rich
sells twenty(20%) percent of his Shares, then Stern and Lorber shall
each be entitled to sell up to twenty (20%) percent of his Shares.
Item 7: Exhibits.
1. Shareholders Agreement effective March 15, 2000 among Mel Rich, Stephen R.
Stern and Howard M. Lorber.
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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.
December 29, 2000
--------------------------------
Date
/s/ Stephen R. Stern
--------------------------------
Signature
Stephen R. Stern
--------------------------------
Name/Title
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
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