SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
NVF Company
_________________________________________________________________
(Name of Issuer)
Common Stock, $0.01 par value
_________________________________________________________________
(Title of Class of Securities)
6294 491 09
(CUSIP Number)
Richard H. Rowe
1233 - 20th Street, N.W.
Washington, D.C. 20036, (202) 416-6820
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 21, 1997
____________________________________________
(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.
*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
disclosure provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 6294 491 09 13D Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George H. Heyman, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0%
14 TYPE OF REPORTING PERSON*
IN
Item 1. Security and Issuer
Common Stock, $0.01 par value
("Common Stock")
NVF Company
(the "Company")
6917 Collins Avenue
Miami Beach, Florida 33141
Item 2. Identity and Background
(a) George H. Heyman, Jr., as Voting Trustee
(b) 625 Madison Avenue
New York, New York 10022
(c) Advisory Director
Lehman Brothers
625 Madison Avenue
New York, New York 10022
(d)(e) Mr. Heyman has not been the subject of any
of the types of legal proceedings
specified in Items 2(d) and (e).
Item 3. Source and Amount of Funds or Other Consideration
See Response to Item 4.
Item 4. Purpose of Transaction
Under the Final Judgment dated December 29, 1993
(the "Final Judgment"), as to Defendants Victor Posner
and Steven Posner in Securities and Exchange
Commission v. Drexel Burnham Lambert, Inc., et al., 88
Civ. 6209 (MP) (S.D.N.Y.), Mr. Heyman was appointed as
trustee ("Trustee") under a voting trust (the
"Trust") for all voting securities owned, directly or
indirectly, by Victor Posner and Steven Posner in any
company they control (as that term is defined in 17
C.F.R. Sec. 240.12b-2), either individually or jointly
with others, that has a class of equity securities
registered pursuant to Section 12 of the Securities
Exchange Act of 1934 (the "1934 Act") (a "Reporting
Company"). The Declaration of Trust (the
"Declaration") for that voting trust was incorporated
by reference in and its term were made a part of, the
Trust Order (the "Trust Order") issued in that civil
action on March 2, 1994. On April 12, 1994 stock
certificates for 11,923,188 shares of Common Stock
were received by the Custodian for the Trustee (the
"Custodian") on behalf of Victor Posner. Certificates
for 9,597,194 additional shares of Common Stock
subsequently were delivered to the Custodian on behalf
of Mr. Posner. (The foregoing shares of Common Stock
are collectively referred to herein as the "Shares").
Based on information reported in the Company's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1993, which the Trustee believed was, at
that time, the latest available periodic report filed
by the Company under the 1934 Act, the Trustee
believed that the Shares represented 23% of the
outstanding 93,270,917 shares of Common Stock as of
November 2, 1993.
In addition, the Voting Trustee understands that
891,690 shares of Common Stock were beneficially owned
by Steven Posner. These shares also were required to
be deposited in the Voting Trust, but were never
deposited.
Under paragraph 5 of the Declaration, except as
otherwise provided therein, in respect of any proposal
other than the election of directors submitted by a
Reporting Company whose securities are subject to the
Trust to the holders of such securities or submitted
by a third party for their vote, written consent in
lieu of a meeting of shareholders ("Consent") or
authorization, the Trustee shall instruct the
Custodian to vote the securities or give or withhold
Consents or authorization in proportion to the votes,
Consents or authorizations of the other holders of
such securities who cast votes for or against the
proposal or give or withhold Consents or
authorizations for such proposal. For example, if 51%
of the votes cast by the other holders of Common Stock
are for the proposal and 49% are against, the
Custodian shall be instructed to vote 51% of the
Shares for the proposal and 49% of the Shares against
the proposal. However, the Trustee, in his sole
discretion, upon consideration of the purposes of the
Final Judgment, as reflected in the Opinion and
Findings (in part) in 88 Civ. 6209 (MP), dated
December 1, 1993, and the Supplemental Findings of
Fact and Conclusions of Law in that case, of the same
date, and the Trust Order, on 10 days advance written
notice to the Court, the Securities Exchange
Commission and the holders of voting trust
certificates, and unless otherwise ordered by the
Court, may, but is in no manner obligated to, depart
from the proportionate voting provisions of paragraph
5 in any manner he deems necessary to act in
accordance with those purposes.
Election of directors. Subject to the above, in the
election of directors where cumulative voting is not
provided for, the Trustee shall instruct the Custodian
to vote or furnish Consents with respect to, the
securities in the same proportion for each nominee as
the other holders of the securities present in person
or by proxy at the meeting and entitled to vote on the
election of directors vote or give Consents for the
election of directors.
Cumulative Voting. Where cumulative voting is
permitted in the election of the directors, the
Trustee, subject to the above, shall instruct the
Custodian, to the greatest extent possible, to vote
the securities or provide Consents in proportion to
the votes cast or Consents provided for those nominees
equal in number to the number of vacancies on the
board of directors to be filled by the election who
would have been elected had the Custodian not voted
the securities.
The provisions of paragraph 5 apply regardless of
whether any matter submitted to holders of securities
is contested and, subject to further order of the
Court, regardless of whether persons other than
holders of voting trust certificates are identified to
the Trustee as purportedly sharing beneficial
ownership or having an economic interest in any
securities held in the Trust. Securities shall be
voted by the Custodian in a manner that assures
securities are present at the meeting for quorum
purposes and that proportionate voting of such
securities is effective and the Custodian shall
provide any Consents or authorizations with respect to
such securities in a manner and form that assures the
proportionality of such Consent or authorization in
accordance with the provision of paragraph 5.
Subject to the above, the Trustee or the Custodian, as
the case may be, may vote securities or execute
written Consents or authorizations with respect to
such securities by any means authorized by applicable
law or the governing instruments of the issuer of the
securities, including voting in person by its
designated agent or by proxy to any other person or
persons or to his or their substitute or substitutes,
provided that no such person or substitute may be an
affiliate or associate of a holder of voting trust
certificates, the issuer of the securities or any
person submitting a proposal for the vote, Consent or
authorization of the holders of such securities, and
provided further that any such person may only vote or
provide a Consent or authorization in accordance with
specific instructions given by Trustee.
The Trustee's actions with respect to the Shares are
governed by the Declaration and the Trustee has no
plans or proposals that would result in any of the
events enumerated in paragraphs (a) through (j) of
Item 4.
Under the Declaration, Victor Posner remained entitled
to dividends and distributions on the Shares, provided
that any dividends or distributions of voting
securities of the Company would be subject to the
Trust and would be voted by the Trustee in accordance
with the provisions of paragraph 5 of the Declaration.
Under paragraph 7 of the Declaration, Victor Posner
could transfer the voting trust certificates
representing the Shares and dispose of, pledge or
transfer the Shares in accordance with the terms of
paragraph 8 of the Declaration. The terms of
paragraph 8 prohibit sales, transfers or pledges of
Shares to affiliates (as that terms is defined in 17
C.F.R. Sec. 240.12b-2) or associates (as that term is
defined in 17 C.F.R. Sec. 240.12b-2) of Victor Posner or
to any person that has an agreement, arrangement, or
understanding with Victor Posner with respect to
acquiring, holding, voting or disposing of such
Shares. Shares disposed of or transfered in
accordance with paragraph 8 would no longer be subject
to the Trust.
The Trust will terminate as to the Shares upon the
Company no longer being a Reporting Company or, as to
Victor Posner and the Shares, upon his death.
Item 5. Interest in Securities of the Issuer
See response to Item 4.
Through April 28, 1994, certificates for 23,161,537
shares of Common Stock beneficially owned by Victor
Posner had been received by the Custodian. Such
shares represent approximately 25% of the Common Stock
outstanding as of November 2, 1993.
Through May 24, 1994, certificates for 33,246,565
shares of Common Stock owned by Victor Posner had been
deposited in the Voting Trust or 33% of the Common
Stock Reported as outstanding on November 2, 1993.
This Amendment No. 3 amends Item 5 of this Schedule 13D as
follows:
The Voting Trustee has attempted to monitor the progress of
the reorganization of NVF Company ("NVF") and was aware of
the submission of the First Amended Joint Plan of
Reorganization of NVF Company and the Official Committee of
Unsecured Creditors Under Chapter 11 of the Bankruptcy Code
(the "Plan") to the vote of creditors on or about February
29, 1996. On April 25, 1996, the United States Bankruptcy
Court, by order (the "Confirmation Order"), confirmed the
Plan.
Under the "First Alternative" to the Plan, 100 shares of New
Common Stock of the reorganized NVF Company would be issued to
First Security and Investment Corp., a corporation controlled by
Victor Posner and the shares of NVF Common Stock outstanding
immediately prior to consummation of the Plan would be cancelled
and NVF would cease to be subject to the reporting provisions of
Section 13 or 15(d) of the Securities Exchange Act of 1934 (the
"1934 Act").
The Voting Trustee understands that on November 26, 1996,
bankruptcy counsel to NVF has informally advised the Securities
and Exchange Commission ("SEC") that the First Alternative of the
Plan has been consummated. No order of consummation had been
listed on the Bankruptcy Court's Docket by late November, 1996,
nor, the Voting Trustee understands, had such an order been
sought. Moreover, it appears that no Form 15 has been filed with
the SEC to certify termination of its registration under Section
12(g) of the 1934 Act or the suspension of its reporting
obligation under Section 15(d) of that Act. It does, however,
appear that NVF has ceased to file reports with the SEC pursuant
to the 1934 Act.
As the result of the reported reorganization of NVF
under the Plan, it appears that there are no shares of
Common Stock of NVF subject to the Voting Trust.
Although 891,690 shares of NVF Common Stock owned by
Steven Posner were never deposited in the Voting
Trust, as the result of the reported reorganization of
NVF under the Plan, those shares apparently have been
cancelled pursuant to the Confirmation Order.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
See response to Item 4.
Item 7. Material to Be Filed as Exhibits
Declaration of Voting Trust pursuant to Trust
Order dated March 2, 1994, entered by the United
States District Court, Southern District of New York
in Securities Exchange Commission v. Drexel Burnham
Lambert Inc., et al., 88 Civ. 6209 (MP) (incorporated
by reference to Exhibit filed with statement on
Schedule 13D filed by the Trustee on April 6, 1994
with respect to shares of Common Stock of Salem
Corporation).
<PAGE>
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.
Date: January 21, 1997
Signature: /s/ George H. Heyman, Jr.
Name/Title: George H. Heyman, Jr.,
as Voting Trustee
