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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 17)
Under the Securities Exchange Act of 1934
SWISS ARMY BRANDS, INC.
-----------------------
(Name of Issuer)
Common Stock, $.10 Par Value
-----------------------------
(Title of Class of Securities)
346590102
----------------
(CUSIP Number)
Charles B. Friedman, Esq.
Morrison & Foerster LLP
1290 Avenue of the Americas
New York, New York 10105
(212) 486-8000
--------------
4 (Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
April 16, 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.
Page 1 of 12 Pages.
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CUSIP No. 346590102 13D Page 2 of 12 Pages
- --------------------------- -----------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brae Group, Inc.
- ------------------------------------------------------------------------------
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
Delaware
- ------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH
----------------------------------------------------------------
8 SHARED VOTING POWER
2,417,900
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,417,900
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,417,900
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.0%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- ------------------------------------------------------------------------------
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CUSIP No. 346590102 13D Page 3 of 12 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)
[ ]
- ------------------------------------------------------------------------------
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
United States
- ------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 19,730
OWNED BY
EACH
REPORTING
PERSON WITH
----------------------------------------------------------------
8 SHARED VOTING POWER
2,441,922
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
19,730
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,441,922
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,441,922
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.1%
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- -----------------------------------------------------------------------------
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CUSIP No. 346590102 13D Page 4 of 12 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
- ------------------------------------------------------------------------------
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
United States
- ------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
----------------------------------------------------------------
8 SHARED VOTING POWER
4,292
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,292
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,292
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.06%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON IN
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AMENDMENT NO. 17 TO SCHEDULE 13D
Item 1 - Security and Issuer.
This Amendment No. 17 to Schedule 13D (as so amended, the "Amended Schedule
13D") is filed with respect to the common stock, par value $.10 per share (the
"Common Stock") of Swiss Army Group, Inc., a Delaware corporation ("Swiss
Army"), formerly known as The Forschner Group, Inc. ("Forschner"). The address
of Swiss Army'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.
Mr. Marx, a private investor, is the sole beneficiary of the Trust. Mr.
Marx's principal business address is 667 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, prior to its adoption of a Plan of
Complete Liquidation and Dissolution in March 1997, conducted its business
through small and medium-sized operating companies. 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 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.
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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.
Item 4. Purpose of Transaction.
Brae disposed of 700,000 shares of Swiss Army Common Stock in a private
transaction. Although neither Brae, Mr. Marx nor the Trust has formulated any
definite plans or proposals with respect to their respective investments in
Swiss Army, 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, 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 Swiss Army. 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:
(a) The acquisition by any person of additional securities of Swiss Army,
or the disposition of securities of Swiss Army;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Swiss Army or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of Swiss Army or any
of its subsidiaries;
(d) Any change in the present board of directors or management of Swiss
Army, 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
Swiss Army;
(f) Any other material change in Swiss Army's business or corporate
structure;
(g) Changes in Swiss Army's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control of Swiss
Army by any person;
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(h) Causing a class of securities of Swiss Army 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 Swiss Army 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 2,417,900 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 29.0% 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 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 19,730 shares of Common Stock constituting
approximately .24% of the issued and outstanding shares of such stock as of the
date hereof. 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 2,417,900
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 2,441,922 shares of Common Stock or
approximately 31.1% 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).
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.
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 1.8% 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) On April 16, 1999, Brae sold 700,000 shares of Common Stock in a
private transaction for a purchase price of $8.00 per share. Except as described
in this Paragraph (c), no
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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.
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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: May 21, 1999
BRAE GROUP, INC.
By: /s/ W. Kirk Bosche
-------------------------------------
Name: W. Kirk Bosche
Title: Vice President, Secretary and
Treasurer
9
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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: May 21 , 1999
/s/ Louis Marx, Jr.
------------------------
Louis Marx, Jr.
10
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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: May 21 , 1999
/s/ Stanley R. Rawn, Jr
------------------------------------------------
Stanley R. Rawn, Jr., as Trustee u/a dtd 4/11/32
fbo Louis Marx, Jr.
11
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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.
<TABLE>
<S> <C>
Name: George Nevers
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(Director)
Citizenship: American
Business Address: 333 Clay Street, Suite 4900
Houston, TX 77002
Principal Occupation: Private Investor
Name: M. Leo Hart
(Director and President)
Citizenship: American
Business Address: 300 Crescent Court
Suite 1170
Dallas, TX 75201
Principal Occupation: Private Investor
Name: W. Kirk Bosche
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(Vice President, Secretary and Treasurer)
Citizenship: American
Business Address: 333 Clay Street, Suite 4900
Houston, TX 77002
Principal Occupation: Chief Financial Officer -- First
International Oil Corporation
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