UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 4)*
FIREPLACE MANUFACTURERS, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
318216-10-8
(CUSIP Number)
Desa International, Inc.
P.O. Box 9004
Bowling Green, KY 42102-9004
(502) 781-9600
Attn.: E.G. Patrick, Vice President Finance and Treasurer
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 19, 1998
(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(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 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 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).
<PAGE>
SCHEDULE 13D/A
CUSIP No. 318216-10-8 Page 2 of 14 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Desa International, Inc. 22-2940760
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES - 0 -
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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)
0.0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D/A
CUSIP No. 318216-10-8 Page 3 of 14 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Desa Holdings Corporation 61-1251518
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES - 0 -
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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)
0.0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D/A
CUSIP No. 318216-10-8 Page 4 of 14 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J.W. Childs Equity Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES - 0 -
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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)
0.0%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D/A
CUSIP No. 318216-10-8 Page 5 of 14 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J.W. Childs Advisors, L.P.**
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES - 0 -
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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)
0.0%
14 TYPE OF REPORTING PERSON*
PN
** The reporting person expressly disclaims beneficial ownership with respect to
any shares covered by this statement.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D/A
CUSIP No. 318216-10-8 Page 6 of 14 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J.W. Childs Associates, L.P.**
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES - 0 -
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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)
0.0%
14 TYPE OF REPORTING PERSON*
PN
** The reporting person expressly disclaims beneficial ownership with respect to
any shares covered by this statement.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D/A
CUSIP No. 318216-10-8 Page 7 of 14 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J.W. Childs Associates, Inc.**
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES - 0 -
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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)
0.0%
14 TYPE OF REPORTING PERSON*
CO
** The reporting person expressly disclaims beneficial ownership with respect to
any shares covered by this statement.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D/A
CUSIP No. 318216-10-8 Page 8 of 14 Pages
Item 1. Security and issuer.
This Amendment No. 4 to Schedule 13D (this "Amendment") relates to
shares of common stock, $.01 par value per share (the "Common Stock"), issued by
Fireplace Manufacturers, Inc., a California corporation ("FMI" or the "Issuer").
The address of the principal executive offices of FMI is 2701 South Harbor
Boulevard, Santa Ana, CA 92704.
This Amendment amends the reporting persons' Schedule 13D which was
filed on November 14, 1995, as amended on October 31, 1996, March 30, 1998 and
June 5, 1998.
Item 2. Identity and background.
The persons filing this Amendment are Desa Holdings Corporation, a
Delaware corporation ("Desa Holdings"), Desa International, Inc., a Delaware
corporation ("Desa International"), J.W. Childs Equity Partners, L.P., a
Delaware limited partnership ("Childs"), J.W. Childs Advisors, L.P., a Delaware
limited partnership ("Advisors"), J.W. Childs Associates, L.P. ("Associates,
L.P.") and J.W. Childs Associates, Inc., a Delaware corporation ("Associates,
Inc.," and collectively with Desa Holdings, Desa International, Advisors and
Associates, L.P., the "Reporting Persons").
Desa International is a wholly-owned subsidiary of Desa Holdings and is
primarily engaged in the manufacture of consumer products. Desa Holdings is
engaged primarily in holding all of the issued and outstanding shares of common
stock of Desa International. The business address of Desa Holdings and Desa
International is 2701 Industrial Drive, P.O. Box 90004, Bowling Green, KY
47102-9004.
The name, business address and present principal occupation of each
director and executive officer of Desa Holdings and Desa International is set
forth in Schedule I hereto and is hereby incorporated by this reference.
As the result of a recapitalization of Desa Holdings on November 26,
1997, Childs became the principal stockholder of Desa Holdings, and accordingly
Childs may be deemed to be a beneficial holder of securities of which Desa
Holdings is the beneficial owner. Childs is a limited partnership of which the
sole general partner is Advisors, a limited partnership of which the sole
general partner is Associates, L.P., a limited partnership of which the sole
general partner is Associates, Inc. Childs is a private investment firm based in
Boston, Massachusetts that is primarily engaged in leveraged acquisitions,
recapitalization and other principal investing activities. John W. Childs is the
sole stockholder of Associates, Inc.
The principal business address of each of Childs, Advisors, Associates,
L.P., Associates, Inc. and Mr. Childs is One Federal Street, Boston, MA 02110.
<PAGE>
SCHEDULE 13D/A
CUSIP No. 318216-10-8 Page 9 of 14 Pages
None of the Reporting Persons, nor, to the best of each Reporting
Person's knowledge, any of the executive officers or directors of such persons,
have, during the past five (5) years, (a) been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors) or (b) been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree of 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.
Item 3. Source and amount of funds or other consideration.
Not applicable.
Item 4. Purpose of transaction.
On August 19, 1998, pursuant to the terms of an Agreement and Plan of
Reorganization among Desa International, FMI Acquisition, Inc., and FMI (the
"Merger Agreement"), FMI was merged with and into Desa International, with Desa
International continuing as the surviving corporation (the "Merger"). Under the
Merger Agreement FMI Shareholders received an aggregate of $23,750,000, or $7.14
per share of Common Stock (the "Merger Consideration").
Except as set forth in this Item 4, none of the Reporting Persons nor,
to the best of each Reporting Person's knowledge, any of the executive officers
or directors of such Reporting Persons, as applicable, has any plans or
proposals that relate to or would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in securities of the issuer.
(a) As a result of the Merger, the Reporting Persons do not own any
beneficial interest in the Common Stock. To the knowledge of the Reporting
Persons, no transaction in the Common Stock has been effected by any executive
officer or director of the Reporting Persons during the past sixty (60) days.
Item 6. Contracts, arrangements, understandings or relationships with
respect to securities of the issuer.
None.
<PAGE>
SCHEDULE 13D/A
CUSIP No. 318216-10-8 Page 10 of 14 Pages
Item 7. Material to be filed as exhibits.
Exhibit No. Description
1. Agreement and Plan of Reorganization, filed
previously with Amendment No. 3 to this
Schedule 13D on June 5, 1998.
<PAGE>
SCHEDULE 13D/A
CUSIP No. 318216-10-8 Page 11 of 14 Pages
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: September 10, 1998 DESA HOLDINGS CORPORATION
By: /s/ Robert H. Elman
Name: Robert H. Elman
Title: Chairman & Chief Executive Officer
DESA INTERNATIONAL, INC.
By: /s/ Terry G. Scariot
Name: Terry G. Scariot
Title: President
J.W. CHILDS EQUITY PARTNERS, L.P.
By: J.W. CHILDS ADVISORS, L.P.
its general partner
By: J.W. CHILDS ASSOCIATES, L.P.
its general partner
By: J.W. CHILDS ASSOCIATES INC.
its general partner
By: /s/ Adam L. Suttin
Name: Adam L. Suttin
Title: Vice President
<PAGE>
SCHEDULE 13D/A
CUSIP No. 318216-10-8 Page 12 of 14 Pages
J.W. CHILDS ADVISORS, L.P.
By: J.W. CHILDS ASSOCIATES, L.P.
its general partner
By: J.W. CHILDS ASSOCIATES INC.
its general partner
By: /s/ Adam L. Suttin
Name: Adam L. Suttin
Title: Vice President
J.W. CHILDS ASSOCIATES, L.P.
By: J.W. CHILDS ASSOCIATES INC.
its general partner
By: /s/ Adam L. Suttin
Name: Adam L. Suttin
Title: Vice President
J.W. CHILDS ASSOCIATES INC.
By: /s/ Adam L. Suttin
Name: Adam L. Suttin
Title: Vice President
<PAGE>
SCHEDULE 13D/A
CUSIP No. 318216-10-8 Page 13 of 14 Pages
SCHEDULE 1
DIRECTORS AND EXECUTIVE OFFICERS
The following sets forth, as to each of the executive officers and
directors of the Reporting Persons, his or her name, business address, and
present principal occupation or employment and the name and address of any
corporation or other organization in which such employment is conducted.
1. Executive Officers of Desa Holdings Corporation and Desa International, Inc.
The following are the executive officers of Desa Holdings Corporation
and Desa International, Inc. Each of the named persons serves in the office set
forth opposite his name for both companies. The business address for each of the
following persons is Desa International, Inc., P.O. Box 90004, 2701 Industrial
Drive, Bowling Green, KY 42102-9004. Each of the following persons is a citizen
of the United States of America.
Robert H. Elman Chairman, Chief Executive Officer
Terry G. Scariot President, Chief Operating Officer
John M. Kelly Executive Vice President
Edward G. Patrick Vice President Finance & Treasurer
2. Directors of Desa Holdings Corporation and Desa International, Inc.
The following are the directors of Desa Holdings Corporation and Desa
International, Inc. Each of the named persons serves as a director of both
companies. Each of the following persons is a citizen of the United States of
America.
Robert H. Elman
Desa International, Inc.
P.O. Box 90004
2701 Industrial Drive
Bowling Green, KY 42102-9004
Principal Employment: Desa Holdings Corporation and
Desa International, Inc.
Terry G. Scariot
Desa International, Inc.
P.O. Box 90004
2701 Industrial Drive
Bowling Green, KY 42102-9004
Principal Employment: Desa Holdings Corporation and
Desa International, Inc.
<PAGE>
SCHEDULE 13D/A
CUSIP No. 318216-10-8 Page 14 of 14 Pages
John W. Childs
J.W. Childs Equity Partners, L.P.
One Federal Street
Boston, MA 02110
Principal Employment: J.W. Childs Equity Partners, L.P.
Raymond B. Rudy
J.W. Childs Equity Partners, L.P.
One Federal Street
Boston, MA 02110
Principal Employment: J.W. Childs Equity Partners, L.P.
Adam L. Suttin
J.W. Childs Equity Partners, L.P.
One Federal Street
Boston, MA 02110
Principal Employment: J.W. Childs Equity Partners, L.P.
Michael Greene
UBS Capital LLC
Union Bank of Switzerland
299 Park Avenue
New York, NY 10171
Principal Employment: UBS Capital LLC
