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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 16)
Under the Securities Exchange Act of 1934
THE FORSCHNER GROUP, INC.
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(Name of Issuer)
Common Stock, $.10 Par Value
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(Title of Class of Securities)
346590102
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(CUSIP Number)
Herbert M. Friedman, Esq.
Zimet, Haines, Friedman & Kaplan
460 Park Avenue
New York, New York 10022
(212) 486-1700
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
November 14, 1995
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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.
[ ]
Page 1 of 17 Pages.
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CUSIP No. 346590102 13D Page 2 of 17 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brae Group, Inc.
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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
WC
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5 CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
EACH 2,998,200
OWNED BY -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
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10 SHARED DISPOSITIVE POWER
2,998,200
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,998,200
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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)
34.5%
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14 TYPE OF REPORTING PERSON
CO
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CUSIP No. 346590102 13D Page 3 of 17 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Louis Marx, Jr.
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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
N/A
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5 CHECK BOX OF 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
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7 SOLE VOTING POWER
NUMBER OF 169,730
SHARES ------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 3,002,492
EACH ------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 169,730
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10 SHARED DISPOSITIVE POWER
3,002,492
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,172,222
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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)
36.5%
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14 TYPE OF REPORTING PERSON
IN
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CUSIP No. 346590102 13D Page 4 of 17 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stanley R. Rawn, Jr., as Trustee fbo
Louis Marx, Jr. u/a dtd. 4/11/32
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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
N/A
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5 CHECK BOX OF 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
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 4,292
EACH -----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
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10 SHARED DISPOSITIVE POWER
4,292
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,292
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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)
0.05%
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14 TYPE OF REPORTING PERSON
IN
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AMENDMENT NO. 16 TO SCHEDULE 13D
Item 1 - Security and Issuer.
This Amendment No. 16 to Schedule 13D (as so amended, this
"Amended Schedule 13D") is filed with respect to the common stock, par value
$.10 per share, ("Common Stock") of The Forschner Group, Inc., a Delaware
corporation ("Forschner"). The address of Forschner's principal executive office
is One Research Drive, Shelton, Connecticut 06484.
Item 2 - Identity and Background.
This Amended Schedule 13D is being filed on behalf of
Brae Group, Inc., a Delaware corporation ("Brae"), Louis Marx,
Jr. ("Mr. Marx"), and Stanley R. Rawn, Jr., as trustee fbo Louis
Marx, Jr. u/a dated 4/11/32 (the "Trust" and the "Trustee").
Brae is a company which holds equity interests in various
entities in diversified industries. The address of the principal business and
principal office of Brae is 333 Clay Street, Suite 4500, Houston, Texas, 77002.
Brae was formerly known as Triumph*LOR, Inc. until it changed its name in July
1992.
Mr. Marx, a private investor, is the sole beneficiary
of the Trust. Mr. Marx's principal business address is 667
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Madison Avenue, New York, New York, 10021. Mr. Marx has a
majority voting interest in Brae and may be deemed to be its
controlling shareholder.
The principal business address of the Trustee is 667
Madison Avenue, New York, New York 10021. Mr. Rawn is the Chief
Executive Officer of Noel Group, Inc. ("Noel"), a publicly held
company which conducts its principal operations through companies
in which it holds controlling interests. Noel's principal
business address is 667 Madison Avenue, New York, New York,
10021.
Set forth on Schedule A hereto are the name, the citizenship,
the business or residence address, the present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such occupation or employment is conducted, of the
director and of each executive officer of Brae.
During the last five years, neither Brae, Mr. Marx nor the
Trustee nor to the best knowledge of Brae, the directors or executive officers
of Brae, has or have been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
During the last five years, neither Brae, Mr. Marx nor
the Trustee nor to the best of the knowledge of Brae, the
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directors or executive officers of Brae was or were party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or were or is or are 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.
Each of Brae, Mr. Marx and the Trustee, is responsible for the
completeness and accuracy of only that information concerning each of Brae, Mr.
Marx and the Trustee, respectively, contained herein, or in any subsequent
amendment, including information relating to Brae's officers, directors and
controlling persons, and is not responsible for the completeness or accuracy of
any information concerning the other parties. Neither Brae, Mr. Marx nor the
Trustee knows or has reason to believe that any information concerning the other
parties contained herein is inaccurate and the execution of any subsequent
amendment by each party shall constitute a representation by such party that it
neither knows nor has reason to believe that any information concerning the
other parties contained in such amendment is inaccurate at the time of such
execution.
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Item 3. Source and Amount of Funds or Other Consideration.
On November 14, 1995, Brae purchased an aggregate of 396,400
shares (the "Purchased Shares") of Forschner Common Stock in open market
transactions for an aggregate purchase price of $4,484,275. Brae purchased the
Purchased Shares with available working capital.
Item 4. Purpose of Transaction.
Brae, Mr. Marx and the Trust each acquired the shares of
Forschner Common stock held by them for investment purposes. Although neither
Brae, Mr. Marx nor the Trust has formulated any definite plans or proposals with
respect to their respective investments in Forschner, they may consider the
acquisition of additional shares of Common Stock, including shares that may be
acquired upon exercise of stock options held by Brae and Mr. Marx, or the
disposition of some or all of the shares of Common Stock held or that may in the
future be held by them, depending on market conditions and other circumstances.
In addition, Brae and Mr. Marx plan to continue to participate actively in the
management of the business of Forschner. Except as set forth above, neither Brae
nor Mr. Marx nor the Trust have any plans or proposals which relate to or would
result in any of the following:
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(a) The acquisition by any person of additional
securities of Forschner, or the disposition of securities of
Forschner;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving Forschner or any
of its subsidiaries;
(c) A sale or transfer of a material amount of assets
of Forschner or any of its subsidiaries;
(d) Any change in the present board of directors or management
of Forschner, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization
or dividend policy of Forschner;
(f) Any other material change in Forschner's business
or corporate structure;
(g) Changes in Forschner's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of Forschner by any person;
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(h) Causing a class of securities of Forschner to be delisted
from a national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of Forschner becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated
above.
Item 5. Interest in Securities of the Issuer.
(a) (b) Brae owns directly an aggregate of 2,998,200 shares of
Common Stock, including 500,000 shares of Common Stock (the "Brae Option
Shares") issuable upon exercise of a currently exercisable Stock Option (the
"Brae Option"), constituting approximately 34.5% of the issued and outstanding
shares of such stock as of the date hereof (including as if issued and
outstanding on the date hereof the Brae Option Shares). Brae and Mr. Marx may be
deemed to share the power to vote or direct the vote and to dispose or direct
the disposition of such shares.
Mr. Marx owns directly 169,730 shares of Common Stock,
including 150,000 shares of Common Stock (the "Marx Option
Shares") issuable upon exercise of a currently exercisable Stock
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Option (the "Marx Option"), constituting approximately 2.0% of the issued and
outstanding shares of such stock as of the date hereof (including as if issued
and outstanding on the date hereof the 150,000 Marx Option Shares). Mr. Marx has
the sole power to vote or direct the vote and to dispose or direct the
disposition of these shares. In addition, the Trust, of which Mr. Marx is the
sole beneficiary, owns 4,292 shares of Common Stock and Brae Group, Inc., which
Mr. Marx may be deemed to control, owns 2,998,200 shares, including the 500,000
Brae Option Shares. Mr. Marx shares the power to vote or direct the vote and to
dispose or direct the disposition of the shares held by the Trust with the
Trustee and the shares held by Brae with Brae. Mr. Marx disclaims beneficial
ownership of the shares held by Brae. Mr. Marx may thus be deemed to
beneficially own 3,172,222 shares of Common Stock or approximately 36.5% of the
issued and outstanding shares of such stock as of the date hereof (including as
if issued and outstanding on the date hereof the 500,000 Brae Option Shares and
the 150,000 Marx Option Shares).
The Trust is the direct beneficial owner of an aggregate of
4,292 shares of Common Stock, constituting approximately 0.05% of the issued and
outstanding shares as of the date hereof. The Trust shares the power to vote or
direct the vote and to dispose or direct the disposition of such shares with Mr.
Marx, the sole beneficiary of the Trust.
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Mr. Stanley R. Rawn, Jr., Trustee of the Trust, owns directly
142,711 shares of Common Stock, including 100,000 shares issuable upon exercise
of a stock option held by Mr. Rawn (and excluding shares of Common Stock held by
the Trust, the beneficial ownership of which Mr. Rawn disclaims), constituting
approximately 1.7% of the issued and outstanding shares of such stock as of the
date hereof (including as if issued and outstanding on the date hereof the
100,000 shares issuable upon exercise of the stock option held by Mr. Rawn). Mr.
Rawn has the sole power to vote or direct the vote and dispose or direct the
disposition of the shares held by him.
(c) No transactions in Common Stock were effected by the
persons named in response to Paragraph (a) of this Item 5 during the period
beginning sixty days prior to the date of the event which requires the filing of
this statement and ending on the date hereof.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Except as described below, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 and between such persons and any person with respect to
any securities of Forschner, including, but not limited to, transfer or voting
of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits,
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division of profits or loss, or the giving or withholding of
proxies.
On January 26, 1995, Forschner granted to Mr. Marx a
non-incentive stock option (the "Marx Option") under Forschner's 1994 Stock
Option Plan. The Marx Option, which entitles Mr. Marx to purchase up to 150,000
shares of Common Stock at a price of $12.875 per share, is evidenced by a
Non-Incentive Stock Option Agreement between Forschner and Mr. Marx dated as of
January 26, 1995.
On July 29, 1994, Forschner granted to Brae a non-incentive
stock option (the "Brae Option") under Forschner's 1994 Stock Option Plan. The
Brae Option, which entitles Brae to purchase up to 500,000 shares of Common
Stock at a price of $10.75 per share, is evidenced by a Non-Incentive Stock
Option Agreement dated as of July 29, 1994.
Item 7. Material to be Filed as Exhibits.
A copy of the stock option agreement relating to the Brae
Option described in Item 6 hereto was previously filed as an Exhibit to
Amendment No. 11 to this Schedule 13D, and a copy of the stock option agreement
relating to the Marx Option described in Item 6 hereto was previously filed as
an Exhibit to Amendment No. 15 to this Schedule 13D.
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SCHEDULE A
TO SCHEDULE 13D FILED
BY
BRAE GROUP, INC.
The following table sets forth certain information concerning the
director and each of the officers of Brae Group, Inc., a Delaware corporation
("Brae"), as of November 14, 1995 and through the date hereof.
Name: George Nevers
(Director and President)
Citizenship: American
Business Address: 333 Clay Street, Suite 4500
Houston, TX 77002
Principal Occupation: President, Brae Group, Inc.
Name: W. Kirk Bosche
(Vice President, Secretary and
Treasurer)
Citizenship: American
Business Address: 333 Clay Street, Suite 4500
Houston, TX 77002
Principal Occupation: Vice President - Finance, Garnet
Resources Corporation
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After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the information set
forth in this statement is true, complete and correct.
Dated: November 20, 1995
BRAE GROUP, INC.
By /s/ W. Kirk Bosche
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W. Kirk Bosche
Vice President,
Secretary and Treasurer
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After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the information set
forth in this statement is true, complete and correct.
Dated: November 20, 1995
/s/ Louis Marx, Jr.
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Louis Marx, Jr.
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After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the information set
forth in this statement is true, complete and correct.
Dated: November 20, 1995
/s/ Stanley R. Rawn, Jr.
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Stanley R. Rawn, Jr., as Trustee
u/a dtd 4/11/32 fbo Louis Marx, Jr.
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