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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
IVC INDUSTRIES, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
45070M101
(CUSIP Number)
Gary J. Knauer
American Claims Evaluation, Inc.
One Jericho Plaza
Jericho, New York 11753
(516) 938-8000
(Name, Address and Telephone Number of Person Authorized to Received Notices
and Communications)
May 19, 2000
(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 "240.13d-1(e), 240.13d-1(f) or 240.13d-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 '240.13d-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).
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SCHEDULE 13D
CUSIP No. 45070M101
1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
American Claims Evaluation, Inc.
EIN #11-2601199
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a)
(b)
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7) SOLE VOTING POWER
SHARES 165,986
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY None
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 165,986
PERSON WITH 10) SHARED DISPOSITIVE POWER
None
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
165,986
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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American Claims Evaluation, Inc. ("American Claims") hereby amends and
supplements the Schedule 13D originally filed with the Securities and Exchange
Commission (the "SEC") on December 22, 1999, as amended by Amendment No. 1 filed
with the SEC on February 9, 2000 (the "Schedule") as follows:
This Schedule relates to the common stock, par value $.01 per share
("Common Stock"), of IVC Industries, Inc., a Delaware corporation (the
"Company").
"Item 4. Purpose of Transaction.
Item 4 of the Schedule is hereby amended by deleting the existing text
and inserting the following text in its stead:
American Claims purchased the shares of Common Stock for
investment and reserves the right to acquire additional shares of Common Stock
or dispose of any or all of its shares of Common Stock.
American Claims has reviewed the proposed Shareholder Rights
Plan, as described in the Company's Form 8-A filed with the SEC on May 19, 2000
(the "Rights Plan"). American Claims has caused its counsel to send the letter
attached as Exhibit 1 hereto (the "Letter") to each of the members of the Board
of Directors of the Company indicating American Claims' view of the Rights Plan
and stating possible actions by American Claims with respect to the Company.
Except at stated in the Letter, American Claims currently has
no plans or proposals which relates to or would result in (i) the acquisition by
any person of additional securities of the Company or the disposition of
securities of the Company; (ii) an extraordinary corporate transaction, such as
a merger, reorganization or liquidation involving the Company or any of its
subsidiaries; (iii) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries; (iv) any change in the present Board of
Directors or management of the Company, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
Board of Directors of the Company; (v) any material change in the present
capitalization or dividend policy of the Company; (vi) any other material change
in the Company's business or corporate structure; (vii) changes in the Company's
charter, bylaws or other actions which may impede the acquisition of control of
the Company by any person; (viii) causing the Company's Common Stock to be
delisted from The Nasdaq SmallCap Market System, on which the Common Stock is
currently listed, or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (ix) a class
of equity securities of the Company becoming eligible for termination of
registration pursuant to Section 12(g) (4) of the Exchange Act; or (x) any
action similar to any of those enumerated above."
"Item 5. Interest in Securities of the Issuer.
Item 5(a) of the Schedule is hereby amended by deleting the existing
text and inserting the following text in its stead:
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As of May 22, 2000, the aggregate number of the Company's
shares of Common Stock beneficially owned by American Claims
is 165,986, constituting approximately 7.9% of the shares of
Common Stock outstanding, based upon the 2,088,092 shares of
Common Stock reported by the Company to be issued and
outstanding.
Item 5(b) of the Schedule is hereby amended by deleting the existing
text and inserting the following text in its stead:
American Claims has sole power to vote or to direct the vote
and sole power to dispose or to direct the disposition of
165,986 shares of Common Stock.
Item 5(c) of the Schedule is hereby amended by deleting the existing
text and inserting the following text in its stead:
Other than as described below, there were no transactions in
the Company's Common Stock effected by American Claims during
the past sixty days. All of the transactions set forth below
were effected in the open market:
Type of Transaction No. of Shares Trade Date Price Per Share
- ------------------- ------------- ---------- ---------------
Purchase 10,400 05/19/00 $3.71875
Purchase 4,000 05/22/00 $3.71875"
"Item 7. Materials to be filed as Exhibits.
Item 7 is hereby amended by deleting the existing text and inserting
the following text in its stead:
1. Letter from Hartman & Craven LLP to the Board of Directors of
IVC Industries, Inc., dated May 24, 2000.
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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: May 24, 2000 AMERICAN CLAIMS EVALUATION, INC.
By: /s/ Gary J. Knauer
-----------------------------
Gary J. Knauer
Treasurer, Secretary and
Chief Financial Officer
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[LETTERHEAD OF HARTMAN & CRAVEN LLP]
May 24, 2000
To the Members of the Board of Directors of
IVC Industries, Inc.
500 Halls Mill Road
Freehold, NJ 07728
Gentlemen:
We represent American Claims Evaluation, Inc. ("ACE"). ACE is the owner
of more than 5% of the outstanding common stock (the "IVC Shares") of IVC
Industries, Inc. ("IVC").
The object of our letter is to deal with the proposed rights offering
announced May 16, 2000 as adopted by the Board of Directors of IVC. ACE first
learned about the offering through a press release on that date and IVC's filing
of a Form 8-A12G with the Securities and Exchange Commission.
On behalf of ACE, you are hereby advised as follows:
1. The Board's adoption of its rights program constitutes an
unacceptable breach of its fiduciary duty to the stockholders
of IVC. It is nothing more than a blatant attempt to prevent
others, such as ACE, from acquiring a greater share position
and offering to create additional value to stockholders,
particularly stockholders who are not of part of the inside
management group.
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Hartman & Craven llp
Board of Directors
IVC Industries, Inc.
May 24, 2000
Page 2
2. We regard, in particular, the Board action as an attempt to
perpetuate and preserve ruling control of this entity by Mr.
E. Joseph Edell and members of his direct family.
3. ACE believes that the IVC Shares are undervalued by the
market. ACE hereby requests a meeting with the Board of
Directors. At such a session, our client would discuss the
possibility of ACE's proposing a transaction giving the
shareholders of IVC the opportunity to receive $5.00 in cash
per share, which is approximately a 50% premium over the
closing market prices yesterday and today of $3.50 per share
and $3.00 per share, respectively. However, ACE will only
engage in such discussions if it receives acceptable
assurances from the Board of Directors that the IVC rights
plan will be suspended and withdrawn.
4. We will not purport to lecture the members of the Board on
their rights and duties as directors of a Delaware entity
whose shares are publicly-traded, but refer you to your own
counsel and urge those of you who feel you hold yourselves out
as non-management or "independent" directors to seek your own
separate counsel. However, our client reserves all of its
rights, including the right to bring an action against IVC
directors in the name of IVC, on a derivative basis, to
require the Board to take appropriate action in view of what
has transpired.
ACE hereby demands access to the records of the proceedings of the
Board of Directors for December 1,1999 through and including today. Further, in
view of the fact that legal action may be forthcoming with respect to this
matter, you are hereby requested to preserve any notes or records (written,
electronic or computerized), or other materials relating to the rights plan, the
discussion of the adoption therewith, or any matter respecting the activities of
IVC.
Very truly yours,
Edward I. Tishelman
cc: American Claims Evaluation, Inc.
