SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
ESKIMO PIE CORPORATION
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
296443104
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(CUSIP Number)
with a copy to:
Craig Allen Skolnik George J. Mazin
Matrix Asset Advisors, Inc. Lowenstein Sandler PC
747 Third Avenue - 31st Floor 65 Livingston Avenue
New York, NY 10017 Roseland, New Jersey 07068
(212) 486-2004 (973) 597-2500
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(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
November 24, 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 l3G 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 [X].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule l3d-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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CUSIP NO. 296443104
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1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only):
Matrix Asset Advisors, Inc. 13-3569378
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a)
(b) X
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3) SEC Use Only
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4) Source of Funds (See Instructions):OO
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5) Check 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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Number of 7) Sole Voting Power: 42,600*
Shares Beneficially --------------------------------------
Owned by 8) Shared Voting Power: 0
Each Reporting --------------------------------------
Person With: 9) Sole Dispositive Power: 278,400
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10) Shared Dispositive Power: 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
278,400
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11):
8.0%
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14) Type of Reporting Person (See Instructions): IA
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*The voting rights on the balance of the shares are exercised by the individual
accounts that the shares are held for.
<PAGE>
Item 1. Security and Issuer
This statement relates to the Common Stock, par value $1.00 per share
(the "Shares"), of Eskimo Pie Corporation (the "Issuer"). The Issuer has its
principal executive offices located at 901 Moorefield Park Drive, Richmond,
Virginia 23236.
Item 2. Identity and Background
(a) Matrix Asset Advisors, Inc.
(b) 747 Third Avenue - 31st Floor, New York, NY 10017
(c) Investment Advisor, Matrix Asset Advisors, Inc., 747 Third Avenue
- 31st Floor, New York, NY 10017
(d) Criminal convictions: None
(e) Civil proceedings: None
(f) Delaware
Item 3. Source and Amount of Funds or Other Consideration
All of the Shares were purchased by prior acquisitions and reported
pursuant to this regulation in a Schedule 13G. The source of the funds was
assets managed by the Reporting Person.
Item 4. Purpose of Transaction
The Reporting Person is a registered investment adviser which has
discretionary authority to acquire equity securities for its managed accounts.
The Reporting Person first acquired Shares of the Issuer in June, 1995. Shares
were acquired for investment purposes based upon the belief of the Reporting
Person that the Shares were undervalued. However, since the initial public
offering by the Issuer in February 1992, the price of the Shares was down over
50% during a period when the S&P 500 was up 150%. The Reporting Person believes
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that Management of the Issuer has not adequately explored options available to
unlock Shareholder Value.
The Reporting Person understands that Yogen Fruz has launched a tender
offer to acquire the Shares at a price of $10.25 per share.
Pursuant to a letter sent on November 24, 1998 by the Reporting Person
to the Issuer's Board of Directors (the "Board"), the Reporting Person has
supported the Board's rejection of the offer as too low. Moreover, the Reporting
Person has advised the Board of its belief that the Board must take immediate
steps to maximize Shareholder Value. To do so, the Reporting Person has urged
the Board to consider a change in the Issuer's capital structure, including the
possible sale of the company to a strategic or financial buyer.
The Reporting Person intends to continue making its views known to
management and the board both directly through letters and discussions with
management, as well as indirectly by responding to inquiries from the press and
other media. Subject to its compliance with applicable tender offer rules, the
Reporting Person may also express its views to and seek to communicate with
other shareholders.
Item 5. Interest in Securities of the Issuer
Based upon the information contained in Eskimo Pie Corporation's
Quarterly Report on Form 10Q for the period ending September 30, 1998, there are
issued and outstanding 3,458,597 Shares. The reporting person beneficially owns
278,400 Shares or 8.0% of the Shares. The reporting person has sole power to
vote or direct the vote of 42,600 shares, and sole power to dispose or direct
the disposition of 278,400 Shares.
There have been no transactions by the reporting person in the Shares
in the past sixty (60) days, except as follows:
<PAGE>
Date Quantity Price
(Purchases)
None
(Sales)
September 28, 1998 400 $9.15
September 28, 1998 200 $9.15
November 6, 1998 600 $7.84
November 6, 1998 500 $7.84
November 6, 1998 2,400 $7.86
November 9, 1998 800 $8.23
November 9, 1998 2,400 $8.25
November 9, 1998 750 $8.23
No other entity controlled by the reporting person has traded Shares in
the past sixty (60) days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Not Applicable
Item 7. Material to be filed as Exhibits
A. Letter from Matrix to the board of Eskimo Pie Corporation dated
November 24, 1998 urging the board to explore the possibility of the sale of the
Company.
<PAGE>
Exhibit A
November 24, 1998
Board of Directors
Eskimo Pie Corporation
901 Moorefield Park Drive
Richmond, VA 23236
Dear Member of the Board,
Matrix owns 279,150 shares of Eskimo Pie, at an average cost of $13.10
per share. We have held shares in the company since June of 1995. Over the years
we have been very supportive of the company. We applaud the Board for its change
in leadership after the significant shortfall and mis-direction in 1996.
Mismanagement of the brand and poor corporate direction called for bold action,
and we think that the Board met that challenge by recruiting a seasoned CEO.
Over the past 12 months we have had many discussions with a number of
members of the Company's executive team. We are quite pleased with the progress
that the Company has made and with the quality of its managers. Eskimo Pie is a
great brand, has good management and a solid franchise. However, it is readily
apparent that, because of its size and lack of predictability in earnings, the
market is not willing to give the company an adequate valuation. Importantly, we
believe that the brand, the management team and the franchise value are worth
far more than the Company's intermediate-term earnings power.
While the Company's direction is right, we strongly believe that a
dynamic change is required. We base our conclusions on changes in the
competitive landscape, the market's perception of the Company and the
difficulties of a 36 million dollar Company competing against multi-billion
dollar giants.
In light of the recent offer by Yogen Fruz to purchase Eskimo Pie, we
urge the Board to re-consider the appropriateness of Eskimo Pie's capital
structure. Our conclusion is that Eskimo Pie should not be a publicly traded
company.
We believe that it would be in shareholders' best interests for the
Board to focus on the sale of the company to a strategic or financial buyer. New
ownership would accomplish a number of objectives: 1) it would maximize value
for the existing shareholders; 2) it would provide the Company with greater
capital and the resources to prepare for the next stage of growth; and 3) it
would allow a non-public ownership team to make investment decisions focused on
the multi-year ramifications of a business plan, rather than focused on the
impact on the upcoming quarter or year.
<PAGE>
We agree with the board that Yogen Fruz's offer is far too low.
However, we also believe that this offer, and the attention that it has brought
to the Company, should serve as a catalyst to pursue other near term
alternatives.
Since its initial public offering, Eskimo Pie has been long on promise
and short of delivery. In fact, prior to the recent bid, the stock was down over
50% during a period where the S&P 500 was up 150%.
We urge the Board to uphold its fiduciary duty. Eskimo Pie is
operationally fixed; now it is time to reduce the disappointment and financial
loss to shareholders. The Board must focus on maximizing shareholder value now,
and should explore the sale of the Company.
I am available to discuss our thoughts on the enclosed at your
convenience. Thank you in advance for your consideration.
Sincerely,
David A.Katz, CFA
Chief Investment Officer
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned hereby certifies that the information set forth in
this statement is true, complete and correct.
December 4, 1998
/s/ David A. Katz
David A. Katz
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
