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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Eskimo Pie Corp.
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
296443 10 4
(CUSIP Number)
Michael Serruya
Yogen Fruz World-Wide Incorporated
8300 Woodbine Avenue, 5th Floor
Markham, Ontario, Canada L3R 9Y7 (905) 479-8762
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications)
December 4, 1998
(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 Rules 13d-1(e), 13(d)-1(f) or 13d-1(g), check the following
box |_|.
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* 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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<TABLE>
<CAPTION>
SCHEDULE 13D
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CUSIP NO. 296443 10 4
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<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Yogen Fruz World-Wide Incorporated
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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*
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
Nova Scotia, Canada
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7 SOLE VOTING POWER
NUMBER OF 445,700
SHARES ----------------------------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH Not Applicable
REPORTING ----------------------------------------------------------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
445,700
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10 SHARED DISPOSITIVE POWER
Not Applicable
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
445,700
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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)
12.89%
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14 TYPE OF REPORTING PERSON*
CO
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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<PAGE>
Item 1. Security and Issuer.
This statement relates to shares of the common stock, par value $1.00 per
share ("Common Stock"), of Eskimo Pie Corp. (the "Company") purchased by
the Reporting Person.
The principal executive offices of the Company are located at 901
Moorefield Park Drive, Richmond, VA 23236.
Item 2. Identity and Background.
This Schedule 13D is being filed by Yogen Fruz World-Wide Incorporated (the
"Reporting Person"):
(a) Yogen Fruz World-Wide Incorporated
(b) 8300 Woodbine Avenue, 5th Floor, Markham, Ontario, Canada L3R 9Y7.
(c) A corporation organized pursuant to the laws of the Province of Nova
Scotia, Canada, which corporation, together with its wholly-owned
subsidiary, Integrated Brands, Inc., located at 4175 Veterans Highway,
Ronkonkoma, New York 11779, engages in the (i) sale and distribution
of a wide variety of frozen dessert products to supermarkets, grocery
stores, club stores, gourmet shops, delicatessens and convenience
stores and the (ii) franchising and licensing of frozen dessert
(including ice cream and frozen yogurt), gourmet coffee and related
products in outlets located throughout the United States and the
world.
(d) During the last five (5) years, the Reporting Person has not been
convicted in any criminal proceeding.
(e) During the last five (5) years, the Reporting Person 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.
The following background information is provided pursuant to Instruction C
with respect to each of the executive
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<PAGE>
corporate officers, directors and control persons of the Reporting Person:
1. (a) Michael Serruya
(b) c/o Yogen Fruz World-Wide Incorporated, 8300 Woodbine Avenue, 5th
Floor, Markham, Ontario, Canada L3R 9Y7.
(c) Michael Serruya is Co-Chairman of the Board, Co-President and Co-Chief
Executive Officer of the Reporting Person
(d) To the best knowledge of the Reporting Person, Michael Serruya has not
been convicted in any criminal proceeding during the last five (5)
years.
(e) To the best knowledge of the Reporting Person, Michael Serruya has not
been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction during the last five (5) years 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) Canadian citizen
2. (a) Richard E. Smith
(b) c/o Integrated Brands, Inc., 4175 Veterans Highway, Ronkonkoma, New
York 11779
(c) Richard E. Smith is Co-Chairman of the Board, Co-President and
Co-Chief Executive Officer of the Reporting Person
(d) To the best knowledge of the Reporting Person, Richard E. Smith has
not been convicted in any criminal proceeding during the last five
years.
(e) To the best knowledge of the Reporting Person, Richard E. Smith has
not been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction during the last five (5) years 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) United States citizen
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<PAGE>
3. (a) Aaron Serruya
(b) c/o Yogen Fruz World-Wide Incorporated, 8300 Woodbine Avenue, 5th
Floor, Markham, Ontario, Canada L3R 9Y7.
(c) Aaron Serruya is an Executive Vice President, Secretary and Director
of the Reporting Person
(d) To the best knowledge of the Reporting Person, Aaron Serruya has not
been convicted in any criminal proceeding during the last five (5)
years.
(e) To the best knowledge of the Reporting Person, Aaron Serruya has not
been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction during the last five (5) years 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) Canadian citizen
4. (a) David Prussky
(b) c/o Yogen Fruz World-Wide Incorporated, 8300 Woodbine Avenue, 5th
Floor, Markham, Ontario, Canada L3R 9Y7.
(c) David Prussky is a Director of the Reporting Person
(d) To the best knowledge of the Reporting Person, David Prussky has not
been convicted in any criminal proceeding during the last five (5)
years.
(e) To the best knowledge of the Reporting Person, David Prussky has not
been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction during the last five (5) years 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) Canadian citizen
5. (a) David M. Smith
(b) c/o Integrated Brands, Inc., 4175 Veterans Highway, Ronkonkoma, New
York 11779
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<PAGE>
(c) David M. Smith is an Executive Vice President and Director of the
Reporting Person
(d) To the best knowledge of the Reporting Person, David M. Smith has not
been convicted in any criminal proceeding during the last five (5)
years.
(e) To the best knowledge of the Reporting Person, David M. Smith has not
been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction during the last five (5) years 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) United States citizen
6. (a) David J. Stein
(b) c/o Integrated Brands, Inc., 4175 Veterans Highway, Ronkonkoma, New
York 11779.
(c) David J. Stein is Executive Vice President and Director of the
Reporting Person
(d) To the best knowledge of the Reporting Person, David J. Stein has not
been convicted in any criminal proceeding during the last five (5)
years.
(e) To the best knowledge of the Reporting Person, David J. Stein has not
been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction during the last five (5) years 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) United States citizen
7. (a) 1082272 Ontario, Inc. ("Ontario"), a corporation organized under the
laws of the Province of Ontario, Canada, of which The Serruya Family
Trust (the "Trust") is the sole shareholder. The Trust was created and
settled for the benefit of certain members of the Serruya family,
including Messrs. Michael and Aaron Serruya, both executive officers
of the Reporting Group.
(b) c/o Yogen Fruz World-Wide Incorporated, 8300 Woodbine Avenue, 5th
Floor, Markham, Ontario, Canada L3R 9Y7.
(c) Ontario and the Trust, collectively, beneficially own, directly or
indirectly, more than 10% of the securities of the Reporting Person,
constituting more than 43% of the common stock of the Reporting Person
for voting purposes. Ontario and the Trust have the sole power to vote
and dispose of all of their securities. For purposes of the above
calculations, the Reporting Person has both Class A and Class B common
stock. While Class B stock is convertible into Class A stock on a
share for share basis, each share of Class B stock is entitled to 10
votes. Class A stock is entitled to 1 vote.
(d) To the best knowledge of the Reporting Person, neither Ontario nor the
Trust has been convicted in any criminal proceeding during the last
five (5) years.
(e) To best knowledge of the Reporting Person, neither Ontario nor the
Trust has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction during the last five (5)
years 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.
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<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
The source of funds used to purchase the Common Stock, in the approximate
aggregate amount of $5,277,594, was working capital of the Reporting
Person.
Item 4. Purpose of Transaction.
The Reporting Person acquired the Common Stock in the open market and in a
private transaction, with a view toward acquiring control of, and
ultimately the entire equity interest in, the Company and/or effecting a
change in the board of directors to facilitate the acquisition of the
Company. Depending upon market conditions and other factors that the
Reporting Person may deem material to its acquisition strategy, the
Reporting Person may purchase additional securities of the Company in the
open market or in private transactions, or may dispose of all or a portion
of the securities of the Company that it now owns or hereafter may acquire.
The Reporting Person has previously approached the Company with various
proposals to acquire all of the outstanding shares of the Company's Common
Stock, for cash, in a negotiated transaction, which proposals have all been
rejected by the Company's management.
Except as set forth in this Item 4, the Reporting Person does not have any
present plans or proposals that relate to or that would result in any of
the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Company.
(a) The calculations in this Item are based upon 3,458,597 shares of
Common Stock of the Company issued and outstanding as of October 31,
1998 (based upon the Company's report on Form 10-Q for the period
ended September 30, 1998 filed with the Securities and Exchange
Commission). For purposes hereof, the Reporting Person beneficially
owns 445,700 shares of the Common Stock (the "Yogen Shares"),
comprising approximately 12.89% of the issued and outstanding shares
of Common Stock of the Company. The foregoing calculation is made
pursuant to Rule 13d-3 promulgated under the Securities Exchange Act
of 1934.
(b) The Reporting Person is the sole owner of the Yogen Shares and has the
sole power to vote and dispose of all of the Yogen Shares.
(c) The Reporting Person has not effected any transactions in shares of
the Common Stock or in any options or warrants to purchase Common
Stock in
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<PAGE>
the past 60 days other than the following transactions by the
Reporting Person:
Amount of Common Purchase Price
Date Stock Purchased (per share) Type of Transaction
- ---- ---------------- -------------- -------------------
December 9, 1998 1,000 shares $13.25/share open market
December 9, 1998 50,000 shares $13.375/share open market
December 8, 1998 13,000 shares $13.125/share open market
December 8, 1998 200 shares $13.00/share open market
December 7, 1998 15,200 shares $13.00/share open market
December 7, 1998 500 shares $12.9375/share open market
December 4, 1998 263,500 shares $13.00/share private transaction
December 4, 1998 38,900 shares $13.00/share open market
December 4, 1998 14,700 shares $13.00/share open market
December 2, 1998 8,000 shares $13.00/share open market
(d) The Reporting Person affirms that no other person has the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares of Common Stock beneficially
owned by the Reporting Person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Company.
Except as set forth in Item 4 above, the Reporting Person does not have any
contract, arrangement, understanding or relationship (legal or otherwise)
with any person with respect to any securities of the Company.
Item 7. Material to be Filed as Exhibits.
None.
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<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
YOGEN FRUZ WORLD-WIDE INCORPORATED
Dated December 10, 1998 By: /s/ Michael Serruya
--------------------------------
Name: Michael Serruya
Title: Co-Chief Executive Officer
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