SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
to
SCHEDULE 13D
Information to be included in statements filed pursuant
to rule 13d-1(a) and Amendments thereto filed pursuant
to rule 13d-2(a)
Under the Securities Exchange Act of 1934
Lancer Corporation
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
514614106
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(CUSIP Number)
Frederick E. Rowe, Jr.
Greenbrier Partners, Ltd.
1901 North Akard
Dallas, Texas 75201
(214) 720-2060
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 4, 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 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 [ ].
<PAGE>
CUSIP NO. 514614106 13D
(1) Name of Reporting Person Greenbrier Partners, Ltd.
I.R.S. Identification 75-2053243
No. of Above Person (Entities Only)
(2) Check the Appropriate Box if a (a)
Member of a Group (See Instructions) (b)
SEC Use Only
(4) Source of Funds (See instructions) WC
(5) Check if Disclosure of Legal Not applicable
Proceedings is Required Pursuant to
Items 2(d) or 2(e)
(6) Citizenship of Place of Organization Texas
Number of Shares (7) Sole Voting Power 535,725*
Beneficially Owned
By Each Reporting (8) Shared Voting Power None
Person with:
(9) Sole Dispositive Power 535,725*
(10) Shared Dispositive Power None
(11) Aggregate Amount Beneficially 535,725*
Owned by Each Reporting Person
(12) Check if the Aggregate Amount in
Row (11) Excludes Certain Shares
(See instructions)
(13) Percent of Class Represented by Amount 5.9%
in Row (11)
(14) Type of Reporting Person (See PN
instructions)
* See Item 5.
<PAGE>
CUSIP NO. 514614106 13D
(1) Name of Reporting Person Rowe Family Partnership, Ltd.
I.R.S. Identification 75-2504379
No. of Above Person (Entities Only)
(2) Check the Appropriate Box if a (a)
Member of a Group (See instructions) (b)
SEC Use Only
(4) Source of Funds (See instructions) WC
(5) Check if Disclosure of Legal Not applicable
Proceedings is Required Pursuant to
Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Texas
Number of Shares (7) Sole Voting Power 13,500*
Beneficially Owned
By Each Reporting (8) Shared Voting Power None
Person with:
(9) Sole Dispositive Power 13,500*
(10) Shared Dispositive Power None
(11) Aggregate Amount Beneficially Owned 13,500*
By Each Reporting Person
(12) Check if the Aggregate Amount in
Row (11) Excludes Certain Shares
(See instructions)
(13) Percent of Class Represented by .1%
Amount in Row (11)
(14) Type of Reporting Person (See
instructions) PN
* See Item 5.
<PAGE>
CUSIP NO. 514614106 13D
(1) Name of Reporting Person Frederick E. Rowe, Jr.
I.R.S. Identification
No. of Above Person (Entities Only)
(2) Check the Appropriate Box if a (a)
Member of a Group (See Instructions) (b)
SEC Use Only
(4) Source of Funds (See instructions) Not applicable
(5) Check if Disclosure of Legal Not applicable
Proceedings is Required Pursuant to
Items 2(d) or 2(e)
(6) Citizenship of Place of Organization United States of America
Number of Shares (7) Sole Voting Power None
Beneficially Owned
By Each Reporting (8) Shared Voting Power 549,225*
Person with:
(9) Sole Dispositive Power None
(10) Shared Dispositive Power 549,225*
(11) Aggregate Amount Beneficially 549,225*
Owned by Each Reporting Person
(12) Check if the Aggregate Amount in
Row (11) Excludes Certain Shares
(See instructions)
(13) Percent of Class Represented by Amount 6.0%
in Row (11)
(14) Type of Reporting Person (See IN
instructions)
_______________
*Mr. Rowe does not directly own any shares of common stock of Lancer
Corporation. Mr. Rowe shares voting and dispositive power with respect to
the 535,725 shares of common stock of Lancer Corporation directly held by
Greenbrier Partners, Ltd. and the 13,500 shares of common stock of Lancer
Corporation directly held by Rowe Family Partnership, Ltd. See Item 5.
<PAGE>
CUSIP NO. 514614106 13D
This Amendment No. 2 is being filed on behalf of Greenbrier Partners,
Ltd., a Texas limited partnership ("Greenbrier"), Rowe Family Partnership,
Ltd., a Texas limited partnership ("Rowe Partnership"), and Frederick E.
Rowe, Jr. ("Rowe"), who is the general partner of each of Greenbrier and
Rowe Partnership, as an amendment to the initial Statement on Schedule 13D
relating to the common stock, par value $0.01 per share (the "Common
Stock"), of Lancer Corporation (the "Company'), which was filed with the
Securities and Exchange Commission on April 21, 1993 and was amended by
Amendment No. 1 on May 26, 1995. This Amendment No. 2 is being filed to
disclose a modification in the purposes of Greenbrier, Rowe Partnership and
Rowe in holding their shares of Common Stock.
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the Common Stock of the
Company. The address of the Company's principal executive offices is 6655
Lancer Blvd., San Antonio, Texas 78219.
ITEM 2. IDENTITY AND BACKGROUND.
(a), (b) and (c). This statement is filed by Greenbrier, Rowe
Partnership and Rowe (collectively, the "Reporting Persons"). The
principal business of each of Greenbrier and Rowe Partnership is investing
in marketable securities. The present principal occupation or employment
of Rowe is to serve as general partner of Greenbrier and Rowe Partnership
and owner and President of Rowe & Company, Inc. The address of the
principal business office of Greenbrier, Rowe Partnership and Rowe is 1901
North Akard, Dallas, Texas 75201.
(d) Neither Greenbrier, Rowe Partnership nor Rowe has, during the last
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Neither Greenbrier, Rowe Partnership nor Rowe has, during the last
five years, 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 judgement, 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) Rowe is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate of 535,725 shares of Common Stock beneficially owned by
Greenbrier was purchased in transactions effected on the American Stock
Exchange for an aggregate purchase price of $1,295,269.40 (including
brokerage commissions), all of which was derived from working capital.
The aggregate of 13,500 shares of Common Stock beneficially owned by
Rowe Partnership was purchased in transactions effected on the American
Stock Exchange for an aggregate purchase price of $82,799.38 (including
brokerage commissions), all of which was derived from working capital.
ITEM 4. PURPOSE OF TRANSACTION.
Greenbrier and Rowe Partnership initially acquired the shares of
Common Stock directly held by them for investment purposes only.
On June 4, 1999, Greenbrier sent the following letter to the
Company's Board of Directors:
June 4, 1999
The Board of Directors
Lancer Corporation
6655 Lancer Blvd.
San Antonio, Texas 78219
Dear Sirs:
We have been significant long term shareholders of Lancer Corporation and
have closely followed the company and its public disclosures. We have
maintained our faith in and fondness for management.
Lancer's strategic value in the beverage equipment industry is clear: it is
an unsurpassed innovator, it has a powerful, worldwide manufacturing and
distribution network, and its customers are the world's leading food and
beverage franchises. Industry operators have periodically confirmed
Lancer's value through a variety of informal acquisition overtures during
the last several years.
Unfortunately, Lancer management, while building strategic value, has been
unable to demonstrate the company's merits with consistent financial
performance. Erratic profitability has resulted from factors both within
and outside Lancer's control. Externally, the company has been pressed to
meet the continuing worldwide demands of its much larger customers. This
has stretched Lancer's resources across the board on almost a constant
basis. Additionally, the company has been unable to manage and control
operations internally to generate the excess cash needed to grow with its
customers.
As longtime shareholders, we are struck (and quite concerned) by the
widening gap between Lancer's steadily increasing strategic value and its
perceived diminishing value as a viable, independent enterprise.
Ironically, both valuation assessments appear reasonable.
Further, while we have little doubt that the strategic value of Lancer is
on a steadily increasing trajectory, we are increasingly concerned that
management psychologically overweights the company's attractiveness to
industry players relative to standard financial benchmarks as a way of
grading itself. We believe this provides a potentially false sense of
accomplishment, especially when it is done in the face of spotty financial
results and a reluctance to consider strategic alternatives.
We have been sympathetic to the problems that the company has encountered
operating from its small base in a very turbulent and competitive world
economy. We have been patient with disappointing and erratic financial
results and the resulting poor performance of the Lancer stock price over
the past few years. The confidence of the investment community in Lancer
has dissipated - perhaps permanently.
Given these circumstances, and the fact that Lancer has more shares owned
by passive, outside holders than by management, we believe it especially
important from a fiduciary standpoint for the Board of Directors to
consider carefully all strategic alternatives, including but not limited to
the sale of the company, so that all shareholders can maximize the value of
their investment in Lancer Corporation.
And if offers for combination do arise, we would hope that such offers
would be presented to shareholders. Finally, as somewhat more active
shareholders, from time to time we would expect to share our thoughts with
other shareholders and in turn share whatever consensus emerges with the
Lancer Board and with other interested parties.
Sincerely,
/s/Frederick E. Rowe, Jr.
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Frederick E. Rowe, Jr.
General Partner
Except as set forth above, each of Greenbrier, Rowe Partnership and
Rowe have no plans or proposals of the type referred to in clauses (a)
through (j) of Item 4 on Schedule 13D. The Reporting Persons intend to
review their holdings of shares of Common Stock from time to time and may,
depending on their evaluation of the Company, other investment
opportunities, market conditions, and such other factors as they may deem
material, seek to acquire additional shares of Common Stock in the open
market, in private transactions or otherwise, or may dispose of all or a
portion of the shares of Common Stock.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a) As of the date hereof, Greenbrier directly and beneficially owns
535,725 shares of Common Stock, which represents approximately 5.9% of the
outstanding shares of Common Stock of the Company.
As of the date hereof, Rowe Partnership directly and beneficially owns
13,500 shares of Common Stock, which represents approximately .1% of the
outstanding shares of Common Stock of the Company.
According to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999, a total of 9,121,482 shares of Common Stock
were issued and outstanding on May 7, 1999.
(b) Greenbrier has the sole power to vote or direct the vote of and the
sole power to dispose or to direct the disposition of the shares of Common
Stock beneficially owned by Greenbrier. Pursuant to the terms of the
Limited Partnership Agreement of Greenbrier, Rowe, as the general partner
of Greenbrier, has the power to manage the affairs of Greenbrier, including
the right to vote and dispose of the shares of Common Stock beneficially
owned by Greenbrier.
Rowe Partnership has the sole power to vote or direct the vote of and
the sole power to dispose or to direct the disposition of the shares of
Common Stock beneficially owned by Rowe Partnership. Pursuant to the terms
of the Agreement of Limited Partnership of Rowe Partnership, Rowe, as the
general partner of Rowe Partnership, has the power to manage the affairs of
Rowe Partnership, including the right to vote and dispose of the shares of
Common Stock beneficially owned by such partnership.
(c) During the past 60 days and including the date hereof, Greenbrier,
Rowe Partnership and Rowe effected no transactions in the Common Stock of
the Company.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Greenbrier has no contracts, arrangements, understandings or
relationships (legal or otherwise) between itself and any person with
respect to any securities of the Company other than the Greenbrier
Partners, Ltd. Limited Partnership Agreement, dated as of October 16, 1985,
pursuant to the terms of which Rowe, as general partner, has the power to
manage the affairs of Greenbrier, including the right to vote and to
dispose of the Common Stock held by Greenbrier.
Rowe Partnership has no contracts, arrangements, understandings or
relationships (legal or otherwise) between itself and any person with
respect to any securities of the Company other than the Amended and
Restated Agreement of Limited Partnership of Rowe Family Partnership, Ltd.,
dated as of October 1, 1994, pursuant to the terms of which Rowe, as
general partner, has the power to manage the affairs of Rowe Partnership,
including the right to vote and to dispose of the Common Stock held by Rowe
Partnership.
Except as noted above, Rowe has no contracts, arrangements,
understandings or relationships (legal or otherwise) between himself and
any person with respect to any securities of the Company.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
The following is filed as an Exhibit to this Statement on Schedule
13D:
Exhibit A Joint Filing Agreement, dated as of June 4, 1999.
Exhibit B* Greenbrier Partners, Ltd. - Limited Partnership
Agreement, dated as of October 16, 1985.
Exhibit C* Amended and Restated Agreement of Limited Partnership
of Rowe Family Partnership, Ltd., dated as of October
1, 1994.
* Previously filed.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this Statement
is true, complete and correct.
Date: June 4, 1999
GREENBRIER PARTNERS, LTD.
By: /s/FREDERICK E. ROWE, JR.
---------------------------------
Frederick E. Rowe, Jr.
General Partner
ROWE FAMILY PARTNERSHIP, LTD.
By: /s/FREDERICK E. ROWE, JR.
---------------------------------
Frederick E. Rowe, Jr.
General Partner
/s/FREDERICK E. ROWE, JR.
---------------------------------
Frederick E. Rowe, Jr.
<PAGE>
EXHIBIT INDEX
Page No.
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Exhibit A Joint Filing Agreement, dated as of June 4, 1999
Exhibit B* Greenbrier Partners, Ltd. - Limited Partnership
Agreement, Dated as of October 16, 1985.
Exhibit C* Amended and Restated Agreement of Limited
Partnership of Rowe Family Partnership, Ltd.,
Dated as of October 1, 1994.
*Previously filed.
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, the undersigned agree to the joint filing on behalf of
each of them of a Statement on Schedule 13D (including any and all
amendments thereto) with respect to the common stock, par value $0.01 per
share, of Lancer Corporation, and further agree that this Joint Filing
Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible
for timely filing of such Statement on Schedule 13D and any amendments
thereto, and for the accuracy and completeness of the information
concerning such party contained therein; provided, however, that no party
is responsible for the accuracy or completeness of the information
concerning any other party, unless such party knows or has reason to
believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the
same effect as if the signature on each counterpart were upon the same
instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
June 4, 1999.
GREENBRIER PARTNERS, LTD.
By: /s/FREDERICK E. ROWE, JR.
---------------------------------
Frederick E. Rowe, Jr.
General Partner
ROWE FAMILY PARTNERSHIP, LTD.
By: /s/FREDERICK E. ROWE, JR.
---------------------------------
Frederick E. Rowe, Jr.
General Partner
/s/FREDERICK E. ROWE, JR.
---------------------------------
Frederick E. Rowe, Jr.
