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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
ARC International Corporation
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(Name of Issuer)
Common Stock, no par value per share
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(Title of Class of Securities)
001905108
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(CUSIP Number)
Jerry Zucker
c/o The InterTech Group, Inc.
Post Office Box 5205
North Charleston, South Carolina 29405
(803) 744-5174
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 16, 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), (f) or (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).
(Continued on following pages)
Page 1 of 4 Pages
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CUSIP No. 001905108 13D Page 2 of 4 Pages
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NAME OF REPORTING PERSON
1
Jerry Zucker
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
PF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) or 2(E) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
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SOLE VOTING POWER
7
NUMBER OF 4,326,500
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 4,326,500
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,326,500
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
25.3%
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TYPE OF REPORTING PERSON*
14
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No. 3 ("Amendment No. 3") amends the Statement on Schedule
13D (the "Schedule 13D") filed on September 17, 1999 by Jerry Zucker, as
previously amended by Amendments No. 1 and No. 2 thereto. Capitalized terms
used herein and not defined herein have the meanings ascribed thereto in
the Schedule 13D.
Item 4. Purpose of Transaction.
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Item 4 of the Schedule 13D is hereby amended in its entirety as follows:
Mr. Zucker purchased the Shares for investment purposes. On December
16, 1999, Robert Johnston was elected to the Board of Directors of the
Issuer at the request of Mr. Zucker following discussions between Mr.
Zucker and the Issuer. Mr. Johnston is the Director of Investor
Relations of Polymer Group, Inc. Mr. Zucker is the Chairman, President
and Chief Executive Officer of Polymer Group, Inc.
Mr. Zucker is continuing to review the performance of his investments
and his investment alternatives. As part of his ongoing review of his
investment in the Shares, Mr. Zucker may explore from time to time a
variety of alternatives, including the acquisition of additional
securities of the Issuer or the disposition of securities of the
Issuer in the open market or in privately negotiated transactions.
Mr. Zucker may explore other alternatives with respect to his
investment in the Shares, including but not limited to an
extraordinary corporate transaction involving the Issuer, changes in
the present Board or management of the Issuer, or changes in the
Issuer's business or corporate structure.
Although the foregoing reflects activities presently contemplated by
Mr. Zucker with respect to the Issuer, the foregoing is subject to
change at any time, and there can be no assurance that Mr. Zucker will
take any of the actions referred to above.
As a result of the appointment of Mr. Johnston as a director of the
Issuer at the request of Mr. Zucker, Mr. Zucker and Mr. Johnston may
be deemed to be members of a "group" within the meaning of Section 13
of the Securities Exchange Act of 1934. Mr. Zucker expressly
disclaims membership in a group with Mr. Johnston.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Item 7 of the Schedule 13D is hereby amended and supplemented by adding
thereto the Press Release of the Issuer dated December 16, 1999 attached
hereto as Exhibit A.
Page 3 of 4 Pages
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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: December 27, 1999
/s/ Jerry Zucker
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Print Name: Jerry Zucker
Page 4 of 4 Pages
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Exhibit A
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ARC International Names Robert Johnston to Board of Directors
December 16, 1999 2:30 PM EST
TORONTO--(BUSINESS WIRE)-- December 16, 1999--ARC International Corporation
(Amex: ATV), a developer and operator of ice skating facilities in North America
with significant equity stakes in Ballantyne of Omaha (NYSE: BTN) and Cabletel
Communications Corp. (Amex: TTV), today named Robert B. Johnston, 34, to its
board of directors, increasing its size to seven members.
Mr. Johnston is presently Director of Investor Relations for the Polymer Group,
Inc. (NYSE: PGI), a North Charleston, South Carolina-based technology-driven
developer, producer and marketer of engineered materials. Jerry Zucker, ARC's
largest shareholder, serves as Chairman, President and Chief Executive Officer
of the Polymer Group. Earlier this month, Mr. Zucker purchased 2.8 million ARC
shares in a private placement and he now holds approximately 4,326,500 shares,
or approximately 25.3%, of the Company's total shares outstanding.
A Canadian citizen, Mr. Johnston brings over a half dozen years of financial
analysis and strategic planning experience to his role on ARC's board as well as
a strong background in ice skating, having served as a hockey referee in Major
Junior and University leagues. He received his M.B.A. from Concordia University
in Montreal, Quebec in 1998, in addition to a M.A. in Public Policy and Public
Administration in 1993 and a B.A. in Political Science in 1991 from the same
institution.
Arnold S. Tenney, Chief Executive Officer of ARC, commented, "ARC welcomes a
deeper association with Mr. Zucker through this board appointment. We are proud
to have Robert on the ARC team and look forward to the benefit of his counsel."
ARC International Corporation is a leading developer and operator of, and
full-service equipment supplier to, ice skating facilities in North America with
six locations featuring 16 surfaces of ice. ARC also has significant equity
holdings in Cabletel Communications Corp., Canada's leading supplier of
broadband equipment, and Ballantyne of Omaha, America's leading manufacturer of
motion picture projection and specialty entertainment lighting equipment.
Additional corporate information is available at the Company's web site -
http://www.arc-atv.com.
Except for the historical information in this press release, it includes
forward-looking statements that involve risks and uncertainties, including, but
not limited to, quarterly fluctuations in results, the management of growth, and
other risks detailed from time to time in the Company's Securities and Exchange
Commission filings. Actual results may differ materially from management
expectations.
