UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(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. 3)*
Levcor International, Inc.
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(Name of Issuer)
Common Stock, Par Value, $.56 per share
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(Title of Class of Securities)
698652 30 2
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(CUSIP Number)
Mr. Robert A. Levinson
1071 Avenue of the Americas, New York, NY 10018
(212) 354-8500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 26, 1999
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(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 that 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.
(Continued on following pages)
(Page 1 of __ Pages)
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(1) 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 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>
CUSIP No. 698652 30 2 SCHEDULE 13D Page 2 of 13 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert A. Levinson
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
753,175
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 753,175
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
753,175
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.7%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
In accordance with Exchange Act Rule 13d-2(e) which requires the
first electronic amendment to a paper format Schedule 13-D to restate the
entire Schedule 13D, this Amendment No. 3 amends in certain respects and
restates the Schedule 13-D filed by Robert A. Levinson on November 6, 1990
("Original Schedule"), as amended by Amendment No. 1 to the Schedule 13-D
filed by Mr. Levinson on September 30, 1991 ("Amendment No. 1") and as
amended by Amendment No. 2 to the Schedule 13-D filed by Mr. Levinson on
September 30, 1992 ("Amendment No. 2").
On September 7, 1995, the Company changed its name from Pantepec
International, Inc. ("Pantepec") to Levcor International, Inc. (the
"Company"). On the same day the Company effected a one-for-four stock
split. All references to the Company's Common Stock reflect said
one-for-four stock split.
Item 1. Security and Issuer.
Common Stock, par value $.56 per share (the "Common Stock"), of
Levcor International, Inc., a Delaware corporation (the "Company").
The Company's principal executive offices are located at 1071 Avenue
of the Americas, New York, NY 10018 .
Item 2. Identity and Background.
(a) Robert A. Levinson
(b) Mr. Levinson's business address is: 1071 Avenue of the Americas, New
York, NY 10018.
(c) Mr. Levinson is Chairman of the Board of Directors, President and
Secretary of the Company.
(d) During the last five years, Mr. Levinson has not been convicted in a
criminal proceeding.
(e) During the last five years, Mr. Levinson has not 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) Mr. Levinson is a United States citizen.
Page 3 of 13 pages
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
The shares of the Common Stock reported in the Original Schedule,
Amendment No. 1, Amendment No. 2 and the acquisitions described on
Schedule B were acquired with the personal funds of Mr. Levinson.
On December 8, 1992, the Board of Directors of the Company granted
to Mr. Levinson a stock option to purchase 37,500 shares of Common Stock,
at an exercise price of $3.75 per share. On June 17, 1993, the
shareholders of the Company approved the grant of the option to Mr.
Levinson.
On June 7, 1995, the Compensation Committee of the Company granted
to Mr. Levinson a ten year non-incentive stock option to purchase 150,000
shares of Common Stock, at an exercise price of $.40 per share. On July
31, 1995, the shareholders of the Company approved the grant of the option
to Mr. Levinson.
On July 26, 1999, Mr. Levinson and the Company entered into an
agreement whereby Mr. Levinson agreed to accept 400,000 shares of the
Common Stock of the Company, in full and final satisfaction of a loan made
to the Company in 1999 in the principal amount of $500,000.
Item 4. Purpose of Transaction.
Mr. Levinson acquired the Common Stock described in Item 3 for
investment purposes. As a result of Mr. Levinson's position at the Company
and ownership of 31.7% of the Common Stock, he may be deemed to be in
"control" of the Company.
Mr. Levinson does not have any present plans or intentions which
would result in or relate to any of the transactions described in
subparagraphs (a) through (j), inclusive, of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Aggregate number of shares of Common Stock beneficially owned:
753,175
Percent of Class: 31.7%
(b) Number of shares of Common Stock as to which there is sole power to
vote or direct the vote: 753,175
Number of shares of Common Stock as to which there is shared power
to vote or direct the vote: -0-
Number of shares of Common Stock as to which there is sole power to
dispose or to direct the disposition: 753,175
Number of shares of Common Stock as to which there is shared power
to dispose or to direct the disposition: -0-
Page 4 of 13 pages
<PAGE>
(c) Schedule A lists all of Mr. Levinson's transactions in the Common
Stock as of the September 30, 1992 filing date of Amendment No. 2.
Schedule B lists all of Mr. Levinson's acquisitions on the open
market since such date.
Since such date, Mr. Levinson has acquired the following shares of
Common Stock through transactions other than the open market:
(1) On December 8, 1992, the Board of Directors of the Company
granted to Mr. Levinson a stock option to purchase 37,500
shares of Common Stock, at an exercise price of $3.75 per
share. On June 17, 1993, the shareholders of the Company
approved the grant of the option to Mr. Levinson. The
transaction was disclosed in the June 17, 1993 Proxy Statement
of the Company and Mr. Levinson's Form 5 with respect to year
ended December 31, 1993.
(2) On June 7, 1995, the Compensation Committee of the Company
granted to Mr. Levinson a ten year non-incentive stock option
to purchase 150,000 shares of Common Stock, at an exercise
price of $.40 per share. On July 31, 1995, the shareholders of
the Company approved the grant of the option to Mr. Levinson.
The transaction was disclosed in the July 31, 1995 Proxy
Statement of the Company and Mr. Levinson's Form 5 with
respect to year ended December 31, 1995.
(2) On July 26, 1999, Mr. Levinson and the Company entered into an
Agreement whereby Mr. Levinson agreed to accept 400,000 shares
of the Common Stock of the Company, in full and final
satisfaction of a loan made to the Company in 1999 in the
principal amount of $500,000.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Not applicable.
Page 5 of 13 pages
<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.
Dated: August 4, 1999
/s/ Robert A. Levinson
----------------------------------------
Robert A. Levinson
Page 6 of 13 pages
<PAGE>
Schedule A
Except for the private transaction on 10/25/90, the Purchase Price of the
following transactions includes commissions.
As of September 30, 1990, Mr. Levinson beneficially owned 60,975 shares of
Common Stock.
Date Description of Transaction Purchase Price
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10/2/90 Acquired 2,500 shares of the
Common Stock on the open market $5,825.00
10/17/90 Acquired 250 shares of the
Common Stock on the open market $520.00
10/19/90 Acquired 2,500 shares of the
Common Stock on the open market $5,200.00
10/25/90 Acquired 1,250 shares of the
Common Stock in a private transaction $2,500.00
10/29/90 Acquired 50 shares of the
Common Stock on the open market $104.00
10/30/90 Acquired 13,450 shares of the
Common Stock on the open market $27,976.00
10/31/90 Acquired 7,300 shares of the
Common Stock on the open market $15,184.00
5/6/91 Acquired 2,000 shares of the
Common Stock on the open market $4160.00
5/24/91 Acquired 25 shares of the
Common Stock on the open market $52.00
5/29/91 Acquired 2,425 shares of the
Common Stock on the open market $4,804.00
5/31/91 Acquired 25 shares of the
Common Stock on the open market $52.00
6/3/91 Acquired 75 shares of the
Common Stock on the open market $156.00
6/4/91 Acquired 1,250 shares of the
Common Stock on the open market $26,024.00
6/5/91 Acquired 2,000 shares of the
Common Stock on the open market $4,160.00
Page 7 of 13 pages
<PAGE>
6/12/91 Acquired 50 shares of the
Common Stock on the open market $104.00
6/17/91 Acquired 25 shares of the
Common Stock on the open market $52.00
6/27/91 Acquired 250 shares of the
Common Stock on the open market $520.00
9/20/91 Acquired 6,325 shares of the
Common Stock on the open market $6,628.60
9/26/91 Acquired 1,250 shares of the
Common Stock on the open market $1,310.00
9/27/91 Acquired 200 shares of
Common Stock on the open market $200.00
9/30/91 Acquired 100 shares of the
Common Stock on the open market $104.80
10/21/91 Acquired 250 shares of
Common Stock on the open market $250.00
10/25/91 Acquired 250 shares of
Common Stock on the open market $250.00
7/13/92 Acquired 250 shares of
Common Stock on the open market $250.00
7/20/92 Acquired 125 shares of
Common Stock on the open market $125.00
7/21/92 Acquired 125 shares of
Common Stock on the open market $125.00
7/22/92 Acquired 550 shares of
Common Stock on the open market $550.00
7/27/92 Acquired 25 shares of
Common Stock on the open market $25.00
8/3/92 Acquired 25 shares of
Common Stock on the open market $25.00
8/20/92 Acquired 250 shares of
Common Stock on the open market $250.00
8/25/92 Acquired 16,250 shares of
Common Stock on the open market $32,500.00
Page 8 of 13 pages
<PAGE>
Schedule B
The Purchase Price of the following transactions includes commissions.
The following were disclosed in the Company's Form 10-KSB with respect to
fiscal year ended December 31, 1992 and Mr. Levinson's Form 4 with respect to
month ended September 30, 1992:
Date Description of Transaction Purchase Price
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9/1/92 Acquired 2,500 shares of the
Common Stock on the open market $7,500.00
9/22/92 Acquired 500 shares of the
Common Stock on the open market $1,000.00
9/23/92 Acquired 50 shares of the
Common Stock on the open market $100.00
9/24/92 Acquired 2,250 shares of the
Common Stock in a private transaction $4,500.00
9/24/92 Acquired 25 shares of the
Common Stock on the open market $50.00
The following were disclosed in the Company's 10-KSB with respect to
fiscal year ended December 31, 1992 and Mr. Levinson's Form 4 with respect to
month ended October 31, 1992:
Date Description of Transaction Purchase Price
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10/6/92 Acquired 50 shares of the
Common Stock on the open market $100.00
10/19/92 Acquired 1,500 shares of the
Common Stock on the open market $3,000.00
10/20/92 Acquired 1,875 shares of the
Common Stock on the open market $3,750.00
10/21/92 Acquired 3,525 shares of the
Common Stock in a private transaction $7,050.00
Page 9 of 13 pages
<PAGE>
The following were disclosed in the Company's Form 10-KSB with respect to
fiscal year ended December 31, 1992 and Mr. Levinson's Form 4 with respect to
month ended November 30, 1992:
Date Description of Transaction Purchase Price
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11/17/92 Acquired 75 shares of the
Common Stock on the open market $112.50
11/20/92 Acquired 200 shares of the
Common Stock on the open market $300.00
11/23/92 Acquired 325 shares of the
Common Stock on the open market $487.52
11/24/92 Acquired 50 shares of the
Common Stock on the open market $75.00
11/25/92 Acquired 250 shares of the
Common Stock on the open market $375.00
11/30/92 Acquired 75 shares of the
Common Stock on the open market $112.50
The following were disclosed in the Company's Form 10-KSB with respect to
fiscal year ended December 31, 1992 and Mr. Levinson's Form 4 with respect to
month ended December 31, 1992:
Date Description of Transaction Purchase Price
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12/1/92 Acquired 25 shares of the
Common Stock on the open market $37.50
12/4/92 Acquired 75 shares of the
Common Stock on the open market $112.50
12/9/92 Acquired 175 shares of the
Common Stock on the open market $262.50
12/10/92 Acquired 300 shares of the
Common Stock on the open market $450.00
12/14/92 Acquired 15,950 shares of the
Common Stock on the open market $23,925
Page 10 of 13 pages
<PAGE>
The following were disclosed in the Company's Form 10-KSB with respect to
fiscal year ended December 31, 1993 and Mr. Levinson's Form 4 with respect to
month ended January 31, 1993:
Date Description of Transaction Purchase Price
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1/15/93 Acquired 2,550 shares of the
Common Stock on the open market $3,825.00
1/26/93 Acquired 25 shares of the
Common Stock on the open market $37.50
The following were disclosed in the Company's Form 10-KSB with respect to
fiscal year ended December 31, 1993 and Mr. Levinson's Form 4 with respect to
month ended February 28, 1993:
Date Description of Transaction Purchase Price
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2/5/93 Acquired 100 shares of the
Common Stock on the open market $150.00
2/8/93 Acquired 25 shares of the
Common Stock on the open market $37.50
2/9/93 Acquired 250 shares of the
Common Stock on the open market $375.00
The following were disclosed in the Company's Form 10-KSB with respect to
fiscal year ended December 31, 1993 and Mr. Levinson's Form 4 with respect to
month ended March 31, 1993:
Date Description of Transaction Purchase Price
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3/8/93 Acquired 150 shares of the
Common Stock on the open market $225.00
3/23/93 Acquired 25 shares of the
Common Stock on the open market $37.50
3/24/93 Acquired 2,500 shares of the
Common Stock on the open market $3,750.00
3/25/93 Acquired 250 shares of the
Common Stock in a private transaction $375.00
Page 11 of 13 pages
<PAGE>
The following were disclosed in the Company's Form 10-KSB with respect to
fiscal year ended December 31, 1993 and Mr. Levinson's Form 4 with respect to
month ended April 30, 1993:
Date Description of Transaction Purchase Price
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4/8/93 Acquired 125 shares of the
Common Stock on the open market $187.50
4/16/93 Acquired 125 shares of the
Common Stock on the open market $187.50
4/19/93 Acquired 225 shares of the
Common Stock on the open market $337.50
4/22/93 Acquired 300 shares of the
Common Stock on the open market $450.00
4/26/93 Acquired 250 shares of the
Common Stock on the open market $375.00
4/30/93 Acquired 2,500 shares of the
Common Stock on the open market $3,750.00
The following were disclosed in the Company's Form 10-KSB with respect to
fiscal year ended December 31, 1993 and Mr. Levinson's Form 4 with respect to
month ended May 30, 1993:
Date Description of Transaction Purchase Price
- ---- -------------------------- --------------
5/4/93 Acquired 75 shares of the
Common Stock on the open market $112.50
5/6/93 Acquired 25 shares of the
Common Stock on the open market $37.50
5/7/93 Acquired 100 shares of the
Common Stock on the open market $150.00
5/19/93 Acquired 125 shares of the
Common Stock on the open market $187.50
5/27/93 Acquired 125 shares of the
Common Stock on the open market $187.50
Page 12 of 13 pages
<PAGE>
The following were disclosed in the Company's Form 10-KSB with respect to
fiscal year ended December 31, 1993 and Mr. Levinson's Form 4 with respect to
month ended June 30, 1993:
Date Description of Transaction Purchase Price
- ---- -------------------------- --------------
6/1/93 Acquired 25 shares of the
Common Stock on the open market $187.50
6/23/93 Acquired 125 shares of the
Common Stock on the open market $312.50
6/25/93 Acquired 625 shares of the
Common Stock on the open market $937.50
The following were disclosed in the Company's Form 10-KSB with respect to
fiscal year ended December 31, 1993 and Mr. Levinson's Form 4 with respect to
month ended August 31, 1993:
Date Description of Transaction Purchase Price
- ---- -------------------------- --------------
8/5/93 Acquired 25 shares of the
Common Stock on the open market $37.50
8/9/93 Acquired 200 shares of the
Common Stock in a private transaction $300.00
8/10/93 Acquired 2,000 shares of the
Common Stock on the open market $750.00
8/16/93 Acquired 50 shares of the
Common Stock on the open market $75.00
8/19/93 Acquired 75 shares of the
Common Stock on the open market $112.50
8/24/93 Acquired 250 shares of the
Common Stock on the open market $375.00
8/27/93 Acquired 150 shares of the
Common Stock on the open market $225.00
8/30/93 Acquired 125 shares of the
Common Stock on the open market $187.50
Page 13 of 13 pages
