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Previous: FIRST TRUST GNMA SERIES 22, 24F-2NT, 1994-02-23 |
Next: KEMPER DOUBLE PLAY TRUST SERIES 3, 24F-2NT, 1994-02-23 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
Gottschalks Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
383495109
(CUSIP Number)
Joseph W. Levy
7 Riverpark Place East
Fresno, California 90064
(209) 434-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 9, 1994
(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(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [x]. (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 13d-1(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).
(Continued on following pages)
<PAGE>
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Joseph W. Levy
2 Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [x]
3 SEC Use Only
4 Source of Funds*
PF
5 Check Box if Disclosure of Legal Proceedings is Required [ ]
Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
NUMBER OF SHARES 1,491,529
BENEFICIALLY 8 Shared Voting Power
- 0 -
OWNED BY EACH
9 Sole Dispositive Power
REPORTING 1,491,529
PERSON 10 Shared Dispositive Power
- 0 -
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,491,529 shares
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
14.3%
14 Type of Reporting Person*
IN
<PAGE>
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Gerald H. Blum
2 Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [x]
3 SEC Use Only
4 Source of Funds*
PF
5 Check Box if Disclosure of Legal Proceedings is Required [ ]
Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
NUMBER OF SHARES 1,803,952
BENEFICIALLY 8 Shared Voting Power
- 0 -
OWNED BY EACH
9 Sole Dispositive Power
REPORTING 1,803,952
PERSON 10 Shared Dispositive Power
- 0 -
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,803,952 shares
12 Check Box if the Aggregate Amount in Row (11) Excludes [ ]
Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
17.3%
14 Type of Reporting Person*
IN
<PAGE>
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Sharon Levy
2 Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [x]
3 SEC Use Only
4 Source of Funds*
PF
5 Check Box if Disclosure of Legal Proceedings is Required [ ]
Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
NUMBER OF SHARES - 0 -
BENEFICIALLY 8 Shared Voting Power
- 0 -
OWNED BY EACH
9 Sole Dispositive Power
REPORTING - 0 -
PERSON 10 Shared Dispositive Power
- 0 -
11 Aggregate Amount Beneficially Owned by Each Reporting Person
- 0 -
12 Check Box if the Aggregate Amount in Row (11) Excludes [ ]
Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0%
14 Type of Reporting Person*
IN
<PAGE>
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Karen L. Blum
2 Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [x]
3 SEC Use Only
4 Source of Funds*
PF
5 Check Box if Disclosure of Legal Proceedings is Required [ ]
Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
NUMBER OF SHARES 10,200
BENEFICIALLY 8 Shared Voting Power
- 0 -
OWNED BY EACH
9 Sole Dispositive Power
REPORTING 10,200
PERSON 10 Shared Dispositive Power
- 0 -
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,200 shares
12 Check Box if the Aggregate Amount in Row (11) Excludes [ ]
Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0.1%
14 Type of Reporting Person*
IN
<PAGE>
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Bret W. Levy
2 Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [x]
3 SEC Use Only
4 Source of Funds*
PF
5 Check Box if Disclosure of Legal Proceedings is Required [ ]
Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
NUMBER OF SHARES 310,100
BENEFICIALLY 8 Shared Voting Power
- 0 -
OWNED BY EACH
9 Sole Dispositive Power
REPORTING 310,100
PERSON 10 Shared Dispositive Power
- 0 -
11 Aggregate Amount Beneficially Owned by Each Reporting Person
310,100 shares
12 Check Box if the Aggregate Amount in Row (11) Excludes [ ]
Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
3.0%
14 Type of Reporting Person*
IN
<PAGE>
Item 1. Security and Issuer
The class of equity securities to which this
statement relates is Common Stock, $.01 par value per share
("Common Stock"), of Gottschalks Inc., a Delaware corporation
(the "Company"), the principal executive offices of which are
located at 7 Riverpark Place East, Fresno, California 93720.
Item 2. Identity and Background
(a) This statement is filed by Joseph W. Levy, Gerald
H. Blum, Sharon Levy, Karen L. Blum and Bret W.
Levy (the "Reporting Persons").
(b) The business address of each Reporting Person is 7
Riverpark Place East, Fresno, California 93720.
(c) Mr. Levy is Chairman of the Board and Chief
Executive Officer of the Company. Mr. Blum is Vice
Chairman of the Board of the Company. Mrs. Levy is
a director of the Company, and is also an elected
member of the Board of Supervisors of Fresno
County. Mrs. Blum is a director of the Company.
Mr. Bret Levy is Vice President - Credit and
Customer Services and a director of the Company.
The Company operates department and specialty store
located primarily in secondary cities in Central
California. Its address is 7 Riverpark Place East,
Fresno, California 93720.
(d) During the last five years, none of the Reporting
Persons has been convicted in a criminal proceeding
(excluding traffic violations or similar
misdemeanors).
(e) During the last five years, none of the Reporting
Persons has 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.
(f) All of the Reporting Persons are citizens of the
United States.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Persons are filing this statement
because they have recently entered into a Voting Agreement with
the Company, as described in Item 6 below. This statement is not
being filed because of recent acquisitions of shares of Common
Stock by the Reporting Persons. Messrs. Joseph Levy and Blum,
the only Reporting Persons who are the beneficial owners of more
than 5% of the outstanding shares of Common Stock, have
previously filed statements on Schedule 13G and, except for small
amounts of shares acquired pursuant to the Company's Stock
Purchase Plan, have not acquired any shares of Common Stock since
the date of the last amendment to that Schedule. All shares of
Common Stock held by the Reporting Persons were acquired either
by gift or bequest, or by purchases made with personal funds.
Item 4. Purpose of Transaction
The Reporting Persons are filing this statement
because they have recently entered into a Voting Agreement with
the Company, as described in Item 6 below. This statement is not
being filed because of recent acquisitions of shares of Common
Stock by the Reporting Persons.
(a) The Reporting Persons may acquire or dispose of
shares of Common Stock from time to time in the
open market or in privately-negotiated
transactions, or by gift or bequest.
None of the Reporting Persons has any current plans
or proposals which would relate to or result in:
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation involving the
Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets
of the Company or any of its subsidiaries;
(d) 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;
(e) Any material change in the present capitalization
or dividend policy of the Company;
(f) Any other material change in the Company's business
or corporate structure;
(g) Changes in the Company's Certificate of
Incorporation or Bylaws, or other actions which may
impede the acquisition of control of the Company by
any person;
(h) Causing a class of securities of the Company to be
delisted from a national securities exchange or to
cease to be authorized to be quoted in an inter-
dealer quotation system of a registered national
securities association;
(i) A class of equity securities of the Company
becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated
above.
Item 5. Interest in Securities of the Issuer
(a) Mr. Joseph Levy is the beneficial owner of
1,491,529 shares of Common Stock, or 14.3% of the outstanding
Common Stock, including 20,123 shares that he has the right to
acquire through the exercise of stock options under the Company's
1986 Employee Incentive Stock Option Plan. This amount excludes
shares owned by Mr. Levy's adult children, over which shares Mr.
Levy disclaims beneficial ownership, and excludes 580,000 shares
beneficially owned as a beneficiary of the trust established by
the will of Gertrude H. Klein, over which Mr. Levy does not
exercise voting or disposition power.
Mr. Blum is the beneficial owner 1,803,952 shares
of Common Stock, or 17.3% of the outstanding Common Stock,
including 1,160,000 shares beneficially owned by Mr. Blum as
trustee of the trust established by the will of Gertrude H.
Klein, 20,123 shares which Mr. Blum has the right to acquire
through the exercise of stock options under the Company's 1986
Employee Incentive Stock Option Plan, and 9,600 shares owned by
the children of Mr. Blum or his wife for which Mr. Blum serves as
custodian. This amount excludes other shares owned by Mr. Blum's
adult children and wife over which shares Mr. Blum disclaims
beneficial ownership.
Mrs. Levy shares beneficial ownership of the shares
of Common Stock held by her husband, Mr. Joseph Levy, as
community property.
Mrs. Blum is the beneficial owner of 10,200 shares
of Common Stock. This amount excludes shares held by Mr. Blum as
custodian for Mrs. Blum's minor son.
Mr. Bret Levy is the beneficial owner of 310,100
shares of Common Stock, which excludes shares held by his spouse.
As described in Item 6 below, the Reporting Persons
have entered into a Voting Agreement with the Company. The
Reporting Persons are the beneficial owners of an aggregate of
3,615,781 shares of Common Stock, or 34.5% of the outstanding
Common Stock.
(b) Subject to the terms of the Voting Agreement
described in Item 6 below, Mr. Joseph Levy has sole voting and
disposition power with respect to 1,491,529 shares of Common
Stock, Mr. Blum has sole voting and disposition power with
respect to 1,803,952 shares of Common Stock, Mrs. Levy has voting
and disposition power over no shares of Common Stock, Mrs. Blum
has sole voting and disposition power over 10,200 shares of
Common Stock, and Mr. Bret Levy has sole voting and disposition
power over 310,100 shares of Common Stock.
(c) Mr. Joseph Levy disposed of 20,000 shares of
Common Stock by gift in January of 1994. Mr. Bret Levy acquired
4,000 shares of Common Stock by gift in January of 1994.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements or Understandings with
Respect to Securities of the Issuer.
None of the Reporting Persons has any contracts,
arrangements, understandings or relationships (legal or
otherwise) with respect to any securities of the Company other
than as follows:
Pursuant to a Voting Agreement with the Company
dated as of February 9, 1994, the Reporting Persons have agreed,
in the event of certain conditions set forth in the Agreement, to
use reasonable best efforts to cause Messrs. Woodward, Ruiz and
Gutmann (or any of them), three individuals who currently serve
as independent directors of the Company, to be nominated to serve
as directors of the Company at each meeting of the stockholders
of the Company, and to vote any and all shares of the Company's
Common Stock subject to their voting control with respect to the
election of such independent directors, in the same proportions
as the remaining shares cast at such meeting are voted with
respect to such nominees.
Item 7. Material to be Filed as Exhibits.
1. Voting Agreement dated February 9, 1994 between
Gottschalks Inc., Joseph W. Levy, Sharon Levy,
Gerald H. Blum, Karen L. Blum and Bret W. Levy.
<PAGE>
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: February 22, 1994
/s/ Joseph W. Levy
Joseph W. Levy
/s/ Gerald H. Blum
Gerald H. Blum
/s/ Sharon Levy
Sharon Levy
/s/ Karen H. Blum
Karen H. Blum
/s/ Bret W. Levy
Bret W. Levy
<PAGE>
EXHIBITS
1. Voting Agreement dated February 9, 1994 between Joseph
W. Levy, Sharon Levy, Gerald H. Blum, Karen Blum and
Bret W. Levy.
VOTING AGREEMENT
This Voting Agreement is made and entered into as of
this 9th day of February, 1994 by and among Gottschalks Inc., a
Delaware corporation (the "Company"), and the undersigned
stockholders of the Company (the "Stockholders") with reference
to the following facts:
WHEREAS, Joseph W. Levy and Gerald H. Blum are among
the defendants named in a derivative action (the "Derivative
Action") filed in the Superior Court of California by Carol Ann
Ponder on behalf of herself and derivatively on behalf of the
Company; and
WHEREAS, the Board of Directors of the Company has
established a Litigation Committee (the "Litigation Committee")
with full and final power and authority to supervise and control
all aspects of the Company's response to the Derivative Action;
and
WHEREAS, the Litigation Committee is composed of three
independent directors of the Company, Messrs. Woodward, Ruiz and
Gutmann, none of whom is a defendant in the Derivative Action nor
alleged to have had any knowledge of, or participation in, any of
the matters that are the focus of the Derivative Action; and
WHEREAS, the Stockholders desire to eliminate any
appearance that the members of the Litigation Committee could be
subject to pressure from any of the Stockholders in fulfilling
their duties and obligations as members of the Litigation
Committee with respect to the Derivative Action.
NOW, THEREFORE, in consideration of the foregoing
recitals and the agreements contained herein, and for other good
and valuable consideration, the receipt and sufficiency of which
is hereby confirmed and acknowledged, the undersigned, intending
to be legally bound, do hereby agree as follows:
1. Nomination of Directors. For so long as Messrs.
Woodward, Ruiz and Gutmann are willing and able to serve as
directors of the Company, each Stockholder that is a director of
the Company shall use his or her reasonable best efforts to cause
each of Messrs. Woodward, Ruiz and Gutmann to be nominated to
serve as directors of the Company at each meeting of the
stockholders of the Company at which directors are to be elected.
2. Voting of Shares. Each of the Stockholders shall
vote any and all shares of the Company's common stock subject to
their voting control with respect to the election of
Messrs. Woodward, Ruiz and Gutmann (or any of them) as directors
of the Company at each meeting of the stockholders of the Company
in the same proportions as the remaining shares cast at such
meeting are voted with respect to such nominees; it being the
intent of this Section 2 that by voting their shares in this
fashion the Stockholders will help ensure that the will of the
stockholders who are disinterested shall govern the election of
Messrs. Woodward, Ruiz and Gutmann (or any of them) as directors
of the Company.
3. Effectiveness and Duration of Agreement. This
Agreement shall become effective upon issuance by the Superior
Court of California of an Order in the matter entitled Ponder v.
Ernst & Young, et al., Case No. 293561, Superior Court of
California, County of Fresno, realigning the Company as real
party plaintiff and shall continue in full force and effect as
long as any of the Stockholders is a named defendant in the
Derivative Action. Notwithstanding the foregoing, if not earlier
terminated pursuant to the terms hereof, this Agreement shall
terminate on January 31, 2004.
4. Miscellaneous. This Agreement (i) constitutes the
entire agreement amongst the parties hereto with regard to the
subject matter hereof; (ii) is not intended to confer any rights
or remedies upon any other person hereunder; (iii) shall not be
assigned by operation of law or otherwise; (iv) shall not be
deemed to restrict in any way any Stockholder's right to assign,
transfer or sell such Stockholder's shares of common stock of the
Company (nor shall the terms of this Agreement be deemed to apply
to any assignee, transferee, or purchaser of such shares); (v)
shall not be deemed to permit or compel any Stockholder to take
any action inconsistent with such Stockholder's fiduciary duties
to the Company and its stockholders, and (vi) may be executed in
two or more counterparts, each of which taken together shall
constitute but a single instrument.
IN WITNESS WHEREOF, the undersigned have entered into
this Agreement as of the date first written above.
COMPANY: STOCKHOLDERS:
GOTTSCHALKS INC. _________________________
Joseph W. Levy
By:_________________________ _________________________
Stephen J. Furst, Sharon Levy
President and
Chief Operating Officer
_________________________
Gerald H. Blum
_________________________
Karen L. Blum
_________________________
Bret W. Levy
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