UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ESKIMO PIE CORPORATION
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(Name of issuer)
Common Stock, $1.00 Par Value
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296443 10 4
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(Cusip Number)
Peter H. Kamin
Peak Investment Limited Partnership
One Financial Center, Suite 1600
Boston, MA 02111
(617) 526-8979
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 23, 1998
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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), 13-d1(f) or 13-d-1(g), check the following
box [X ].
Check the following box if a fee is being paid with the statement. [] (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13-d(a) 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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CUSIP No. 296443 10 4 SCHEDULE 13D Page 2 of 12 Pages
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
PEAK INVESTMENT LIMITED PARTNERSHIP
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7. SOLE VOTING POWER
307,200
NUMBER OF --------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH --------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH: 307,200
--------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
307,200
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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)
8.88%
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14. TYPE OF REPORTING PERSON
PN
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CUSIP No. 296443 10 4 SCHEDULE 13D Page 3 of 12 Pages
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
PEAK MANAGEMENT, INC.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
MASSACHUSETTS
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7. SOLE VOTING POWER
62,400
NUMBER OF --------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 307,200
EACH --------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH: 62,400
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10. SHARED DISPOSITIVE POWER
307,200
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 369,600*
* AS GENERAL PARTNER OF PEAK INVESTMENT LIMITED PARTNERSHIP AND
INVESTMENT MANAGER OF CERTAIN MANAGED ACCOUNTS
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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)
10.69%
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14. TYPE OF REPORTING PERSON
CO
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CUSIP No. 296443 10 4 SCHEDULE 13D Page 4 of 12 Pages
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
PETER H. KAMIN
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
NONE
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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7. SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 369,600
EACH --------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH: 0
--------------------------------------------------
10. SHARED DISPOSITIVE POWER
369,600
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 369,600*
* AS PRINCIPAL AND DIRECTOR OF PEAK MANAGEMENT, INC. AND NOT INDIVDUALLY
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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)
10.69%
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14. TYPE OF REPORTING PERSON
IN
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CUSIP No. 296443 10 4 SCHEDULE 13D Page 5 of 12 Pages
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THIS SCHEDULE 13D AMENDS AND REPLACES THAT CERTAIN SCHEDULE 13G FILED ON BEHALF
OF THE REPORTING PERSONS NAMED HEREIN ON APRIL 8, 1998.
ITEM 1. SECURITY AND ISSUER
Securities acquired: Common Stock, par value $1.00 ("Common Stock")
Issuer: Eskimo Pie Corporation
Principal Executive Officers: 901 Moorfield Park Drive
Richmond, Virginia 23236
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule is being filed jointly by the following reporting
persons (hereinafter sometimes collectively referred to as the "Reporting
Persons") pursuant to an Agreement of Joint Filing attached hereto as Exhibit A:
(i) Peak Investment Limited Partnership, a Delaware limited
partnership ("Peak L.P.");
(ii) Peak Management, Inc., a Massachusetts corporation, which is
the sole General Partner of Peak L.P.;
(iii) Peter H. Kamin, an individual who is a director, officer,
stockholder and the controlling person of Peak Management,
Inc.
(b), (c) and (f) Each of the Reporting Persons has a business address
of One Financial Center, Suite 1600, Boston, Massachusetts 02111.
Peak L.P. is a privately owned investment partnership which is in the
business of purchasing, for investment and trading purposes, securities and
other financial instruments.
Peak Management, Inc. is a privately owned Massachusetts corporation,
the principal business of which is to act as General Partner of Peak L.P.
Peter H. Kamin is a United States citizen residing in the Commonwealth
of Massachusetts, whose principal occupation is acting as officer of Peak
Management, Inc. and, individually, acting as investment advisor to certain
institutional private investors regarding investment and trading in securities
and other financial instruments. A portion of the Common Stock reported herein
as beneficially owned by Peter H. Kamin is held in managed brokerage accounts
over which Mr. Kamin has discretionary trading authority (the "Managed
Accounts").
(d) No events have occurred which would be required to be reported
under the provisions of this Item.
(e) No events have occurred which would be required to be reported
under the provisions of this Item.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
Peak L.P. used working capital to directly purchase the Common Stock
owned by it. The approximate aggregate amount of funds used by Peak L.P. to
purchase such securities was $3,951,116.00 (including broker commissions and
clearing fees).
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CUSIP No. 296443 10 4 SCHEDULE 13D Page 6 of 12 Pages
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The sources of funds used to directly purchase Common Stock on behalf
of the Managed Accounts was equity capital in the Managed Accounts. The
approximate aggregate amount of funds used to purchase such securities for the
Managed Accounts was $829,368.00 (including broker commissions and clearing
fees).
ITEM 4. PURPOSE OF THE TRANSACTION
Peak L.P. and each of the other Reporting Persons acquired the Common
Stock in transactions which occurred more than sixty (60) days prior hereto.
Ownership of Issuer Common Stock was previously disclosed on a Form 13G. The
Common Stock was purchased to obtain a substantial investment in the Issuer for
the further purpose of attaining market appreciation resulting from improvement
in the Issuer's operations or prospects, or from sale or merger of the Issuer.
As a result of recent business developments, including a third party
proposal for the acquisition of the Issuer, the Reporting Persons expect to
engage in substantive discussions with the Issuer, such third party purchaser or
other possible acquirors of the Issuer regarding means for maximizing
shareholder value. Such means may include a sale or significant recapitalization
of the Issuer, a change of control or management, strategic alliances and joint
ventures or other transactions in which the Reporting Persons may participate.
This Form 13D is being filed to report the intentions of the Reporting Persons
to engage in such discussions.
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CUSIP No. 097189 10 4 Page 7 of 12 Pages
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The Reporting Persons expect to continually explore alternatives and
modifications of their investment in the Issuer, including through discussions
with market analysts, other stockholders, industry sources and other interested
parties. Based upon such discussions, the Reporting Persons may take other
steps, change their intentions as stated above, acquire additional securities of
the Issuer, or dispose of securities of the Issuer in the open market or
pursuant to private transactions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The beneficial ownership of each of the Reporting Persons of Common
Stock of the Issuer as of the date hereof is as follows:
(i) Peak L.P. is the beneficial owner of 307,200 shares of Common
Stock, all of which have been acquired directly in open market
transactions. The total number of shares of Common Stock
beneficially owned by Peak L.P. represents 8.88% of the shares
of Common Stock outstanding.
(ii) Peak Management, Inc. is the beneficial owner of shares of
Common Stock of the Issuer solely as General Partner of Peak
L.P.. Peak Management, Inc. has purchased no shares of Common
Stock of the Issuer solely for its own account. By reason of
its interest as General Partner of Peak L.P., Peak Management,
Inc. may be deemed to have shared voting and dispositive power
over the 307,200 shares (8.88%) of Common Stock of the Issuer
beneficially owned by such partnership.
(iii) Peter H. Kamin has voting and/or dispositive power with
respect to all shares of Common Stock of the Issuer in the
Managed Accounts pursuant to the terms of certain investment
advisory agreements between himself and each of the Managed
Accounts. Thus, by virtue of his discretionary trading
authority over assets held in the Managed Accounts, Peter H.
Kamin may be deemed the beneficial owner of 62,400 shares of
Common Stock of the Issuer held by the Managed Accounts, all
of which were acquired directly in open market transactions.
In addition to the above, by reason of his position as the
sole director, officer and stockholder of Peak Management,
Inc., which is the sole General Partner of Peak Investments
Limited Partnership, Peter H. Kamin may be deemed to have
indirectly shared voting and dispositive power over the
307,200 shares of Common Stock of the Issuer beneficially
owned by such partnership. Accordingly, Peter H. Kamin may be
deemed the beneficial owner of an aggregate 369,600 shares
representing 10.69% of the Common Stock of the Issuer
outstanding.
The number of shares beneficially owned and the percentage of
outstanding shares represented thereby, for each of the Reporting Persons, have
been computed in accordance with Rule 13d-3 under the Securities Exchange Act of
1934, as amended. The percentages of ownership described above are based on the
3,458,597 outstanding shares of Common Stock of the Issuer reported in the
Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998.
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CUSIP No. 097189 10 4 Page 8 of 12 Pages
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(b) Peak L.P. has the sole power to vote or to dispose of or to direct
the voting or to direct the disposition of the Common Stock of the Issuer
beneficially owned by it. Such voting and dispositive power may be exercised on
behalf of Peak L.P. by its General Partner, Peak Management, Inc. Accordingly,
Peter H. Kamin may be deemed to have shared voting and dispositive power over
307,200 shares of the Common Stock of the Issuer beneficially owned by the
Partnership.
Peter H. Kamin may be deemed to have voting and dispositive power over
the 62,400 shares of the Common Stock beneficially owned by the Managed
Accounts. Pursuant to written agreements governing the Managed Accounts, Mr.
Kamin has sole voting and dispositive power with respect to all of such shares.
All transactions reported above were open market purchases of Common
Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS AND RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Except as set forth hereinabove, there are no contracts, arrangements,
understandings or relationships between the Reporting Persons with respect to
the securities of the Issuer reported upon by this report.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A. Agreement of Joint Filing
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CUSIP No. 097189 10 4 Page 9 of 12 Pages
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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.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
Peak L.P.
By: Peak Management, Inc.
Its Sole General Partner
By: /s/ Peter H. Kamin
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Peter H. Kamin, President
Dated as of: November 30, 1998
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CUSIP No. 097189 10 4 Page 10 of 12 Pages
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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.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
PEAK MANAGEMENT, INC.
By: /s/ Peter H. Kamin
-------------------------------------------
Peter H. Kamin
Dated as of: November 30, 1998
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CUSIP No. 097189 10 4 Page 11 of 12 Pages
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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.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
By: /s/ Peter H. Kamin
-------------------------------------------
Peter H. Kamin, Individually
Dated as of: November 30, 1998
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CUSIP No. 097189 10 4 Page 12 of 12 Pages
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EXHIBIT A
AGREEMENT OF JOINT FILING
ESKIMO PIE CORPORATION
COMMON STOCK, PAR VALUE $1.00
In accordance with Rule 13D-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby confirm the agreement by and among them
to the joint filing on behalf of each of them of a Statement on Schedule 13D,
and any and all amendments thereto, with respect to the above referenced
securities and that this Agreement be included as an Exhibit to such filing.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which together shall be
deemed to constitute one and the same Agreement.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of
this 30th day of November, 1998.
PEAK L.P.
By: Peak Management, Inc.
Its Sole General Partner
By: /s/ Peter H. Kamin
-------------------------------------------
Peter H. Kamin, President
PEAK MANAGEMENT, INC.
By: /s/ Peter H. Kamin
-------------------------------------------
Peter H. Kamin, President
By: /s/ Peter H. Kamin
-------------------------------------------
Peter H. Kamin, Individually
