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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
THE FORSCHNER GROUP, INC.
(Name of Issuer)
Common Stock, $.10 Par Value
(Title of Class of Securities)
346590102
(CUSIP Number)
Herbert M. Friedman, Esq.
Zimet, Haines, Friedman & Kaplan
460 Park Avenue
New York, New York 10022
(212) 486-1700
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
March 27, 1994
(Dates of Events 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]
Page 1 of 11 Pages.
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CUSIP No. 13D Page 2 of 11 Pages
346590102
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Victorinox AG
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS WC
5 CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 675,500
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
10 SHARED DISPOSITIVE POWER
675,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
675,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
14 TYPE OF REPORTING PERSON
CO
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CUSIP No. 13D Page 3 of 11 Pages
346590102
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles Elsener, Sr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 675,500
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
10 SHARED DISPOSITIVE POWER
675,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
675,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
14 TYPE OF REPORTING PERSON
IN
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Item 1 - Security and Issuer.
This Schedule 13D filed to reflect information required pursuant to Rule
13d-2 of the Securities and Exchange Commission (the "SEC") under the Securities
Exchange Act of 1934, as amended (the "Act"), with respect to the ownership of
shares of 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 statement is being filed on behalf of Victorinox AG, a Swiss
corporation ("Victorinox"), and Charles Elsener, Sr., a citizen of Switzerland
and the President and controlling stockholder of Victorinox ("Mr. Elsener").
Victorinox is a manufacturer of cutlery and pocket knives. The address of
Victorinox's principal business and principal office, and Mr. Elsener's business
address, is Victorinox Cutlery Company, CH-6438, Ibach-Schwyz, Switzerland. Mr.
Elsener's principal occupation is Chief Executive Officer of Victorinox.
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During the last five years, neither Victorinox nor Mr. Elsener, nor to the
best knowledge of Victorinox, any director or executive officer of Victorinox,
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
During the last five years, neither Victorinox nor Mr. Elsener, nor to the
best knowledge of Victorinox, any director or executive officer of Victorinox,
has been party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was 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 Victorinox and Mr. Elsener is responsible for the completeness and
accuracy of only that information concerning each of Victorinox and Mr. Elsener,
respectively, contained herein, or in any subsequent amendment and is not
responsible for the completeness or accuracy of any information concerning the
other party. Neither Victorinox nor Mr. Elsener knows or has reason to believe
that any information concerning the other party 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 party
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contained in such amendment is inaccurate at the time of such execution.
Item 3. Source and Amount of Funds or Other Consideration.
During the period of March 3 through April 5, 1995, Victorinox purchased a
total of 675,500 shares of Common Stock of Forschner in open market transactions
for an aggregate purchase price (including brokerage commissions) of
$7,432,228.20, paid in cash from Victorinox's working capital.
Item 4. Purpose of Transaction.
Victorinox acquired the Shares for investment purposes.
Although neither Victorinox nor Mr. Elsener has formulated any definite
plans or proposals with respect to their investment in Forschner, they may
consider the acquisition of additional shares of Common Stock or the disposition
of some or all of the shares of Common Stock held or to be held by them,
depending on market conditions and other circumstances. Except as set forth
above, neither Victorinox nor Mr. Elsener has any plans or proposals which
relate to or would result in any of the following:
(a) The acquisition by any person of additional securities of
Forschner, or the disposition of securities of Forschner;
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(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;
(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;
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(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) Victorinox is the beneficial owner of an aggregate of 675,500 shares of
Common Stock, constituting approximately 8.3% of the issued and outstanding
shares of Common Stock as of the date hereof. As the controlling stockholder of
Victorinox, Mr. Elsener may be deemed to be the beneficial owner of the shares
of Common Stock held by Victorinox and thus may be deemed to be the beneficial
owner of 675,500 shares of Common Stock, constituting approximately 8.3% of the
issued and outstanding shares of Common Stock as of the date hereof.
(b) Victorinox and Mr. Elsener share with each other the power to vote or
direct the vote and to dispose or direct disposition of 675,500 shares of Common
Stock held by Victorinox.
(c) Except for the open market purchases made by Victorinox as set forth
below, there were no transactions in Common Stock
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effected during the past 60 days by the persons named in response to paragraph
(a) of Item 5.
Date Number of Purchase Price
Shares Per Share(1)
March 3, 1995 16,500 $ 11.06
March 6, 1995 1,000 $ 10.87
March 8, 1995 5,500 $ 10.81
March 8, 1995 72,000 $ 10.81
March 10, 1995 33,000 $ 11.10
March 10, 1995 5,000 $ 10.68
March 10, 1995 2,000 $ 11.10
March 10, 1995 12,500 $ 10.68
March 10, 1995 2,500 $ 10.62
March 13, 1995 55,000 $ 10.63
March 15, 1995 15,000 $ 10.72
March 16, 1995 10,400 $ 10.72
March 17, 1995 23,000 $ 11.02
March 21, 1995 15,600 $ 11.19
March 21, 1995 100,000 $ 11.30
March 23, 1995 15,500 $ 10.97
March 24, 1995 2,400 $ 11.00
March 27, 1995 108,000 $ 11.13
March 29, 1995 20,000 $ 11.00
March 31, 1995 5,000 $ 10.94
March 31, 1995 4,000 $ 11.00
April 3, 1995 20,000 $ 11.00
April 4, 1995 31,600 $ 10.96
April 5, 1995 100,000 $ 11.10
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(1) Exclusive of brokerage commissions.
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(d) No person other than Mr. Elsener and Victorinox has the right to
receive or the power to direct the
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receipt of dividends from the shares of Common Stock beneficially owned by
him or the right to receive or the power to direct the receipt of the proceeds
from the sale of such shares.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of
the Issuer.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 or 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,
division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
(a) None.
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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: April 5, 1995
VICTORINOX AG
By: /s/ Charles Elsener, Sr.
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Charles Elsener, Sr.
/s/ Charles Elsener, Sr.
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Charles Elsener, Sr.
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