SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Moorco International, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
61559L100
(CUSIP Number)
David P. Levin, Esq.
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
919 Third Avenue
New York, New York 10022
(212) 715-9100
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
May 24, 1995
(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: /X/
Page 1 of 17 pages
<PAGE>
Exhibit Index appears on page 13
SCHEDULE 13D
CUSIP No. 61559L100 Page 2 of 17 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN & CO., L.P. 13-3321472
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/__/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 625,600 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 625,600 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
625,600 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/__/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 61559L100 Page 3 of 17 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN INTERNATIONAL LIMITED
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/__/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 261,700 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 261,700 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
261,700 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/__/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 61559L100 Page 4 of 17 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN PARTNERS, L.P. 13-3544838
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/__/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 625,600 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 625,600 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
625,600 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/__/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 61559L100 Page 5 of 17 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN PARTNERS INC. 13-3537972
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/__/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 887,300 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 887,300 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
887,300 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/__/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 61559L100 Page 6 of 17 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MARK DICKSTEIN
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
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
7) SOLE VOTING POWER
887,300 (See Item 5)
NUMBER
OF 8) SHARED VOTING POWER
SHARES Not Applicable
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 887,300 (See Item 5)
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH Not Applicable
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
887,300 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/__/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0% (See Item 5)
14) TYPE OF REPORTING PERSON
IN
PAGE
<PAGE>
Schedule 13D
Item 1. Security and Issuer.
This Statement on Schedule 13D (the "Statement")
relates to the Common Stock, $.01 par value (the "Common Stock"),
of Moorco International Inc., a Delaware corporation (the
"Company"). The principal executive offices of the Company are
located at 2800 Post Oak Boulevard, Suite 5701, Houston, Texas
77056.
Item 2. Identity and Background.
(a) - (c) This Statement is being filed by Dickstein &
Co., L.P. ("Dickstein & Co."), Dickstein International Limited
("Dickstein International"), Dickstein Partners, L.P. ("Dickstein
Partners"), Dickstein Partners Inc. ("Dickstein Inc.") and Mark
Dickstein. Dickstein & Co., Dickstein International, Dickstein
Partners, Dickstein Inc. and Mark Dickstein are collectively
referred to as the "Reporting Persons."
Dickstein & Co. is a Delaware limited partnership
engaged in certain investment activities, including, but not
limited to, (i) the purchase of marketable and non-marketable
securities and other obligations of bankrupt or near bankrupt
companies, (ii) risk arbitrage transactions undertaken in
connection with, among other things, mergers and acquisitions and
(iii) the purchase of securities in entities which appear to be
undervalued.
Dickstein International is a limited liability, open
end investment fund incorporated as an international business
company in the Territory of the British Virgin Islands.
Dickstein International engages in certain investment activities
similar in nature to the activities engaged in by Dickstein & Co.
Dickstein Partners is a Delaware limited partnership
and is the general partner of Dickstein & Co. As such, Dickstein
Partners makes all investment and trading decisions for Dickstein
& Co.
Dickstein Inc. is a Delaware corporation and is the
general partner of Dickstein Partners and the advisor to
Dickstein International. In its capacity as advisor, Dickstein
Inc. makes all investment and trading decisions for Dickstein
International.
7
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Mark Dickstein is the president and sole director of
Dickstein Inc.
The business address and the address of the principal
executive office of each of Dickstein & Co., Dickstein Partners
and Dickstein Inc. is 9 West 57th Street, New York, New York
10019. The business address and the address of the principal
executive office of Dickstein International is 129 Front Street,
Hamilton HM 12, Bermuda. The business address of Mark Dickstein
is c/o Dickstein Partners, 9 West 57th Street, New York, New York
10019.
The name, business address and present principal
occupation or employment of each of the executive officers and
directors of Dickstein Inc., including Mark Dickstein, are set
forth on Schedule I annexed hereto, which is incorporated herein
by reference.
(d) - (e) During the last five years, none of the
Reporting Persons, and, to the best knowledge of the Reporting
Persons, none of the persons listed on Schedule I hereto, has
been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) or has been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or
is 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.
(f) Each natural person identified in this Item 2
is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The cost of the shares of Common Stock reported owned
by Dickstein & Co. and Dickstein International was funded out of
each such entity's working capital, which may, at any given time,
include margin loans made by brokerage firms in the ordinary
course of business. In the case of Dickstein Co., the total cost
of the reported securities was $13,878,157.10. In the case of
Dickstein International, the total cost of the reported
securities was $5,801,934.25.
Item 4. Purpose of Transaction.
The Reporting Persons acquired beneficial ownership of
the shares of Common Stock to which this Statement relates for
investment.
8
PAGE
<PAGE>
The Reporting Persons may acquire additional shares of
Common Stock or other securities of the Company or sell or
otherwise dispose of any or all of the shares of Common Stock or
other securities of the Company beneficially owned by them. The
Reporting Persons may take any other action with respect to the
Company or any of its debt or equity securities in any manner
permitted by law.
Except as disclosed in this Item 4, the Reporting
Persons have no current plans or proposals which relate to or
would result in any of the events described in Items (a) through
(j) of the instructions to Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Persons beneficially own an
aggregate of 887,300 shares of Common Stock, representing
approximately 8.0% of the outstanding shares of Common Stock.
Dickstein & Co. beneficially owns 625,600 shares of Common Stock,
representing approximately 5.6% of the outstanding shares.
Dickstein International beneficially owns 261,700 shares of
Common Stock, representing approximately 2.4% of the outstanding
shares.[1]
(b) By reason of its position as general partner of
Dickstein & Co., Dickstein Partners may be deemed to possess the
power to vote and dispose of the shares of Common Stock
beneficially owned by Dickstein & Co. By reason of its position
as general partner of Dickstein Partners and advisor to Dickstein
International, Dickstein Inc. may be deemed to possess the power
to vote and dispose of the shares of Common Stock beneficially
owned by Dickstein & Co. and Dickstein International. By reason
of his position as president and sole director of Dickstein Inc.,
Mark Dickstein may be deemed to possess the power to vote and
dispose of the shares of Common Stock beneficially owned by
Dickstein & Co. and Dickstein International.
[1] Percentages are based upon 11,127,309 shares of Common
Stock reported outstanding as of March 31, 1995 in the Company's
Quarterly Report on Form 10-Q for the quarter ended February 28,
1995.
9
<PAGE>Pursuant to Rule 13d-4 promulgated under the Securities Exchange
Act of 1934, as amended, (i) Dickstein & Co. disclaims beneficial
ownership of all shares of Common Stock beneficially owned by
Dickstein International, (ii) Dickstein International disclaims
beneficial ownership of all shares of Common Stock beneficially
owned by Dickstein & Co. and (iii) each of Dickstein Partners,
Dickstein Inc. and Mark Dickstein disclaims beneficial ownership
of the shares of Common Stock beneficially owned by Dickstein &
Co. and Dickstein International, other than those shares in which
they have a pecuniary interest.
(c) Except as set forth on Schedule II annexed hereto,
none of the persons identified in Item 2 has effected any
transactions in the Common Stock during the past 60 days. All
transactions reported on Schedule II were effected in the open
market.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
relationships with Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 -- Agreement of joint filing pursuant to Rule 13d(1)-f
promulgated under the Securities Exchange Act of 1934, as
amended.
10
PAGE
<PAGE>
SIGNATURE
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this Statement is true, complete and
correct.
Dated: June 5, 1995
DICKSTEIN & CO., L.P.
By: Alan Cooper, as Vice President of
Dickstein Partners Inc., the general
partner of Dickstein Partners, L.P., the
general partner of Dickstein & Co., L.P.
/s/Alan Cooper
Name: Alan Cooper
DICKSTEIN INTERNATIONAL LIMITED
By: Alan Cooper, as Vice President of
Dickstein Partners Inc., the agent of
Dickstein International Limited
/s/Alan Cooper
Name: Alan Cooper
DICKSTEIN PARTNERS, L.P.
By: Alan Cooper, as Vice President of
Dickstein Partners Inc., the general
partner of Dickstein Partners, L.P.
/s/Alan Cooper
Name: Alan Cooper
11
PAGE
<PAGE>
DICKSTEIN PARTNERS INC.
By: Alan Cooper, as Vice President
/s/Alan Cooper
Name: Alan Cooper
/s/Mark Dickstein
Name: Mark Dickstein
12
PAGE
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
1 Agreement of joint filing pursuant 16
to Rule 13d(1)-f promulgated under
the Securities Exchange Act of 1934,
as amended
13
PAGE
<PAGE>
SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS
DICKSTEIN PARTNERS INC. ("DICKSTEIN INC.")
The name and present principal occupation or employment
of each of the executive officers and directors of Dickstein Inc.
is set forth below. The business address of each such person is
c/o Dickstein Partners, 9 West 57th St., New York, New York
10019.
Name and Present Principal
Positions Held Occupation or Employment
Mark Dickstein President and Sole Director
President and of Dickstein Inc.
Sole Director
David Brail Vice President of Dickstein Inc.
Vice President
Tod Black Vice President of Dickstein Inc.
Vice President
Edward Farr Vice President of Dickstein Inc.
Vice President
Mark Kaufman Vice President of Dickstein Inc.
Vice President
Arthur Wrubel Vice President of Dickstein Inc.
Vice President
Samuel Katz Vice President of Dickstein Inc.
Vice President
Mark Brodsky Vice President of Dickstein Inc.
Vice President
Alan S. Cooper Vice President and General Counsel
Vice President of Dickstein Inc.
General Counsel
14
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<PAGE>
SCHEDULE II
TRANSACTIONS IN COMMON
STOCK OF
MOORCO INTERNATIONAL INC.
Shares Purchased by Dickstein & Co., L.P.
Number of
Shares Price per Total
Date Purchased share Commission Cost
4/4/95 50,000 21.8889 3,025.00 1,097,470.00
4/5/95 50,000 21.1250 3,025.00 1,059,275.00
4/7/95 120,000 21.5480 7,225.00 2,592,985.00
4/10/95 50,000 21.6250 3,025.00 1,084,275.00
4/11/95 14,000 21.6250 865.00 303,615.00
4/12/95 21,000 21.6250 1,285.00 455,410.00
4/13/95 2,500 21.6250 175.00 54,237.50
4/17/95 14,000 21.6250 865.00 303,615.00
4/18/95 15,600 21.5000 961.00 336,361.00
4/19/95 6,000 21.5000 385.00 129,385.00
4/19/95 27,000 21.5000 1,645.00 582,145.00
4/20/95 7,000 21.2313 445.00 149,064.10
5/24/95 56,000 23.1560 3,385.00 1,300,121.00
5/25/95 23,300 22.9890 1,423.00 537,066.70
5/30/95 21,000 22.9170 1,285.00 482,542.00
5/31/95 66,000 22.9150 3,985.00 1,516,375.00
6/01/95 23,700 22.9940 1,447.00 546,404.80
6/02/95 48,500 23.0000 2,935.00 1,118,435.00
6/05/95 10,000 22.8750 625.00 229,375.00
Shares Purchased by Dickstein International Limited
Number of
Shares Price per Total
Date Purchased share Commission Cost
4/4/95 21,500 21.8889 1,315.00 471,926.35
4/5/95 21,500 21.1250 1,315.00 455,502.50
4/7/95 51,500 21.5480 3,115.00 1,112,837.00
4/10/95 20,800 21.6250 1,273.00 451,073.00
4/11/95 6,000 21.6250 385.00 130,135.00
4/12/95 9,000 21.6250 565.00 195,190.00
4/17/95 6,000 21.6250 385.00 130,135.00
4/18/95 7,000 21.5000 445.00 150,945.00
4/19/95 14,000 21.5000 865.00 301,865.00
4/20/95 3,000 21.2313 205.00 63,898.90
5/24/95 24,000 23.1560 1,465.00 557,209.00
5/25/95 10,000 22.9890 625.00 230,515.00
5/30/95 9,000 22.9170 565.00 206,818.00
5/31/95 28,200 22.9150 1,717.00 647,920.00
6/01/95 10,000 22.9940 625.00 230,565.00
6/02/95 16,500 23.0000 1,015.00 380,515.00
6/05/95 3,700 22.8750 247.00 84,884.50
<PAGE> 15
EXHIBIT 1
AGREEMENT OF JOINT FILING
Pursuant to Rule 13d-1(f) promulgated under the
Securities Exchange Act of 1934, the undersigned persons hereby
agree to file with the Securities and Exchange Commission the
Statement on Schedule 13D (the "Statement") to which this
Agreement is attached as an exhibit, and agree that such
Statement, as so filed, is filed on behalf of each of them.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement.
Dated: June 5, 1995
DICKSTEIN & CO., L.P.
By: Alan Cooper, as Vice President of
Dickstein Partners Inc., the general
partner of Dickstein Partners, L.P., the
general partner of Dickstein & Co., L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN INTERNATIONAL LIMITED
By: Alan Cooper, as Vice President of
Dickstein Partners Inc., the agent of
Dickstein International Limited
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN PARTNERS, L.P.
By: Alan Cooper, as Vice President of
Dickstein Partners Inc., the general
partner of Dickstein Partners, L.P.
/s/ Alan Cooper
Name: Alan Cooper
16
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DICKSTEIN PARTNERS INC.
By: Alan Cooper, as Vice President
/s/ Alan Cooper
Name: Alan Cooper
/s/ Mark Dickstein
Name: Mark Dickstein
17
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