<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Quipp, Inc.
----------------
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
--------------------------------------
(Title of Class of Securities)
748802-10
----------------
(CUSIP Number)
John L. Morgan
Rush River Group, LLC
10400 Viking Drive
Suite 160
Eden Prairie, MN 55344
(612) 829-9331
--------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
With a copy to:
Thomas R. Marek, Esq.
Oppenheimer Wolff & Donnelly LLP
3400 Plaza VII
45 South 7th Street
Minneapolis, MN 55402
September 30, 1999
---------------------------------
(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 13-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
Note: Schedules filed in paper formats 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.
(Continued on following pages)
Page 1 of 10
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SCHEDULE 13D
(Amendment No. 1)
- ------------------- ------------------
Cusip No. 748802-10 Page 2 of 10 Pages
- --------------------------------------------------------------------------------
1
Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Persons
Rush River Group, LLC
- --------------------------------------------------------------------------------
2
Check the Appropriate Box if a Member of a Group (a) /X/
(b) / /
- --------------------------------------------------------------------------------
3
SEC Use Only
- --------------------------------------------------------------------------------
4
Source of Funds
WC
- --------------------------------------------------------------------------------
5
Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6
Citizenship or Place of Organization
MN
- --------------------------------------------------------------------------------
7
Sole Voting Power
Number of 0
------------------------------------------------------
Shares 8
Beneficially Shared Voting Power
owned
by each 157,669
------------------------------------------------------
reporting 9
person with: Sole Dispositive Power
0
------------------------------------------------------
10
Shared Dispositive Power
157,669
- --------------------------------------------------------------------------------
11
Aggregate Amount Beneficially Owned by Each Reporting Person
157,669
- --------------------------------------------------------------------------------
12
Check Box if the Aggregate amount in Row (11) Excludes Certain
Shares* /X/
- --------------------------------------------------------------------------------
13
Percent of Class Represented by Amount in Row (11)
8.36%
- --------------------------------------------------------------------------------
14
Type of Reporting Person
00
- --------------------------------------------------------------------------------
* See response to Item 5 on page 9.
Page 2 of 10
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SCHEDULE 13D
(Amendment No. 1)
- ------------------- ------------------
Cusip No. 748802-10 Page 3 of 10 Pages
- --------------------------------------------------------------------------------
1
Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Persons
John L. Morgan
- --------------------------------------------------------------------------------
2
Check the Appropriate Box if a Member of a Group (a) /X/
(b) / /
- --------------------------------------------------------------------------------
3
SEC Use Only
- --------------------------------------------------------------------------------
4
Source of Funds
WC
- --------------------------------------------------------------------------------
5
Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6
Citizenship or Place of Organization
USA
- --------------------------------------------------------------------------------
7
Sole Voting Power
Number of 0
------------------------------------------------------
Shares 8
Beneficially Shared Voting Power
owned
by each 333,169
------------------------------------------------------
reporting 9
person with: Sole Dispositive Power
0
------------------------------------------------------
10
Shared Dispositive Power
333,169
- --------------------------------------------------------------------------------
11
Aggregate Amount Beneficially Owned by Each Reporting Person
333,169
- --------------------------------------------------------------------------------
12
Check Box if the Aggregate amount in Row (11) Excludes Certain
Shares / /
- --------------------------------------------------------------------------------
13
Percent of Class Represented by Amount in Row (11)
17.67%
- --------------------------------------------------------------------------------
14
Type of Reporting Person
IN
- --------------------------------------------------------------------------------
Page 3 of 10
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SCHEDULE 13D
(Amendment No. 1)
- ------------------- ------------------
Cusip No. 748802-10 Page 4 of 10 Pages
- --------------------------------------------------------------------------------
1
Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Persons
Kirk A. MacKenzie
- --------------------------------------------------------------------------------
2
Check the Appropriate Box if a Member of a Group (a) /X/
(b) / /
- --------------------------------------------------------------------------------
3
SEC Use Only
- --------------------------------------------------------------------------------
4
Source of Funds
WC
- --------------------------------------------------------------------------------
5
Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6
Citizenship or Place of Organization
USA
- --------------------------------------------------------------------------------
7
Sole Voting Power
Number of 0
------------------------------------------------------
Shares 8
Beneficially Shared Voting Power
owned
by each 157,669
------------------------------------------------------
reporting 9
person with: Sole Dispositive Power
0
------------------------------------------------------
10
Shared Dispositive Power
157,669
- --------------------------------------------------------------------------------
11
Aggregate Amount Beneficially Owned by Each Reporting Person
157,669
- --------------------------------------------------------------------------------
12
Check Box if the Aggregate amount in Row (11) Excludes Certain
Shares* /X/
- --------------------------------------------------------------------------------
13
Percent of Class Represented by Amount in Row (11)
8.36%
- --------------------------------------------------------------------------------
14
Type of Reporting Person
IN
- --------------------------------------------------------------------------------
* See response to Item 5 on page 9.
Page 4 of 10
<PAGE>
SCHEDULE 13D
(Amendment No. 1)
- ------------------- ------------------
Cusip No. 748802-10 Page 5 of 10 Pages
- --------------------------------------------------------------------------------
1
Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Persons
Jack A. Norqual
- --------------------------------------------------------------------------------
2
Check the Appropriate Box if a Member of a Group (a) /X/
(b) / /
- --------------------------------------------------------------------------------
3
SEC Use Only
- --------------------------------------------------------------------------------
4
Source of Funds
WC
- --------------------------------------------------------------------------------
5
Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6
Citizenship or Place of Organization
USA
- --------------------------------------------------------------------------------
7
Sole Voting Power
Number of 0
------------------------------------------------------
Shares 8
Beneficially Shared Voting Power
owned
by each 157,669
------------------------------------------------------
reporting 9
person with: Sole Dispositive Power
0
------------------------------------------------------
10
Shared Dispositive Power
157,669
- --------------------------------------------------------------------------------
11
Aggregate Amount Beneficially Owned by Each Reporting Person
157,669
- --------------------------------------------------------------------------------
12
Check Box if the Aggregate amount in Row (11) Excludes Certain
Shares* /X/
- --------------------------------------------------------------------------------
13
Percent of Class Represented by Amount in Row (11)
8.36%
- --------------------------------------------------------------------------------
14
Type of Reporting Person
IN
- --------------------------------------------------------------------------------
* See response to Item 5 on page 9.
Page 5 of 10
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SCHEDULE 13D
(Amendment No. 1)
Pursuant to Rule 13d-2(a), this Amendment No. 1 amends the LLC's Schedule
13D dated February 12, 1999.
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the Common Stock, par value $.01 per share (the
"Common Stock") of Quipp, Inc., a Florida corporation (the "Issuer"). The
address of the principal executive offices of the Issuer is 4800 N.W. 157th
Street, Miami, Florida 33014.
ITEM 2. IDENTITY AND BACKGROUND.
RUSH RIVER GROUP, LLC
(a) This Schedule 13D Amendment No. 1 is being filed by Rush River Group,
LLC, a Minnesota Limited Liability Company (the "LLC"), the members of which are
John L. Morgan, Kirk A. MacKenzie and Jack A. Norqual, who are also making these
filings. The LLC, together with Messrs. Morgan, MacKenzie and Norqual, are
collectively referred to herein as the "Reporting Persons." The LLC and each of
Messrs. Morgan, MacKenzie and Norqual are making this filing because they are
beneficial owners, pursuant to Rule 13d-3 under the Securities Exchange Act of
1934 (the "Exchange Act"), of more than five percent (5%) of the outstanding
shares of Common Stock of the Issuer.
(b) The principal office of the LLC is 10400 Viking Drive, Suite 160, Eden
Prairie, Minnesota 55344.
(c) The LLC was organized in December 1998 as a Minnesota Limited
Liability Company. Its principal business activities involve investing in equity
securities of privately owned and publicly traded companies, as well as other
types of securities.
(d) - (e) During the last five years, neither the LLC nor any of the
members have been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) nor has the LLC or its members been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such individual was or is subject to a
judgment, decree, or final order enjoining future violations of, or prohibiting
or mandating activity subject to, federal or state securities laws or finding
any violation with respect to such laws.
JOHN L. MORGAN
(a) This Schedule 13D Amendment No. 1 is also being filed by John L.
Morgan, a member of the LLC. Mr. Morgan is a member of the LLC.
(b) Mr. Morgan's business address is 10400 Viking Drive, Suite 160, Eden
Prairie, Minnesota 55344.
(c) Mr. Morgan currently is employed as a private investor with Rush River
Group, LLC and Rush River's business address is 10400 Viking Drive, Suite 160,
Eden Prairie, Minnesota 55344.
Page 6 of 10
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(d) - (e) During the last five years, Mr. Morgan has not been convicted in
a criminal proceeding (excluding traffic violations and similar misdemeanors)
nor has he been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which he was or is subject to a
judgment, decree, or final order enjoining future violations of, or prohibiting
or mandating activity subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Mr. Morgan is a citizen of the United States of America.
KIRK A. MACKENZIE
(a) This Schedule 13D Amendment No. 1 is also being filed by Kirk A.
MacKenzie, a member of the LLC. Mr. MacKenzie is a member of the LLC.
(b) Mr. MacKenzie's business address is 10400 Viking Drive, Suite 160,
Eden Prairie, Minnesota 55344.
(c) Mr. MacKenzie currently is employed as a private investor with Rush
River Group, LLC and Rush River's business address is 10400 Viking Drive, Suite
160, Eden Prairie, Minnesota 55344.
(d) - (e) During the last five years, Mr. MacKenzie has not been convicted
in a criminal proceeding (excluding traffic violations and similar misdemeanors)
nor has he been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which he was or is subject to a
judgment, decree, or final order enjoining future violations of, or prohibiting
or mandating activity subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Mr. MacKenzie is a citizen of the United States of America.
JACK A. NORQUAL
(a) This Schedule 13D Amendment No. 1 is also being filed by Jack A.
Norqual, a member of the LLC. Mr. Norqual is a member of the LLC.
(b) Mr. Norqual's business address is 10400 Viking Drive, Suite 160, Eden
Prairie, Minnesota 55344.
(c) Mr. Norqual currently is employed as a private investor with Rush
River Group, LLC and Rush River's business address is 10400 Viking Drive, Suite
160, Eden Prairie, Minnesota 55344.
(d) - (e) During the past five years, Mr. Norqual has not been convicted in
a criminal proceeding (excluding traffic violations and similar misdemeanors)
nor has he been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which he was or is subject to a
judgment, decree, or final order enjoining future violations of, or prohibiting
or mandating activity subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Mr. Norqual is a citizen of the United States of America.
Page 7 of 10
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
ALL REPORTING PERSONS:
On March 8 and March 11 of 1999, the LLC purchased a combined total of
5,000 shares at an aggregate purchase price of $110,000. The aggregate purchase
price of all shares owned by the LLC is $2,876,203. All such purchases were paid
for with working capital of the LLC and were acquired by open market purchases.
ITEM 4. PURPOSE OF TRANSACTION.
ALL REPORTING PERSONS:
The LLC purchased the Securities reported herein as an investment. Although
the LLC may have a present intention to purchase additional securities from time
to time, depending upon market conditions and its evaluation of the Issuer's
business and prospects, they may alternatively determine to decrease or dispose
of their investment in securities of the Issuer, whether now owned or hereafter
acquired, in privately negotiated or open market transactions, on such terms and
at such times as the LLC considers desirable.
Messrs. Morgan, MacKenzie and Norqual individually may, and/or as members
of the LLC may cause the LLC to, purchase additional shares of common stock of
the Issuer. In addition, Messrs. Morgan, MacKenzie and Norqual individually,
and/or as members of the LLC, may cause the LLC to dispose of any or all
securities of the Issuer in any manner permitted by applicable securities laws.
Messrs. Morgan, MacKenzie and Norqual individually, and/or as members of the
LLC, reserve the right to exercise any and all of their respective rights as a
shareholder of the Issuer in any manner consistent with their equity interests
and as permitted by applicable law.
On or about February 3, 1999, the Issuer initiated conversations with
members of the LLC concerning whether Kirk A. MacKenzie should be considered as
a candidate for election to the Board of Directors of the Issuer or as a
candidate to fill any available vacancy on the Board. In June 1999 members of
the LLC inquired with the Issuer regarding the availability of two positions on
the Issuer's Board of Directors. The Issuer has made no response to these
inquiries at this time.
The members of the LLC presently believe that it is in the best
interests of the Issuer and its shareholders that the Issuer's Board of
Directors undertake efforts to sell or merge the Issuer in an arms-length
transaction. On September 30, 1999, the LLC issued a press release expressing
this position.
As of the date hereof, except as noted in the two immediately preceding
paragraphs, the Reporting Persons have no plans or proposals regarding:
(i) Any extraordinary corporate transaction such as a merger,
reorganization or liquidation involving the Issuer or any of its securities;
(ii) A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(iii) Any change in the present Board of Directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board;
Page 8 of 10
<PAGE>
(iv) Any material change in the present capitalization or dividend policy
of the Issuer;
(v) Any other material change in the Issuer's business or corporate
structure;
(vi) Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other acts which may impede the acquisition of control of the Issuer
by any person;
(vii) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in the
NASDAQ market;
(viii) A class of the equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
(ix) Any action similar to those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The LLC and each member of the LLC, other than John L. Morgan,
beneficially own 157,669 shares of the outstanding Common Stock of the Issuer,
representing approximately 8.36% of the outstanding Common Stock of the Issuer
(based upon 1,885,144 shares outstanding on June 30, 1999, as reported in the
Issuer's most recent Form 10-Q filed on August 12, 1999). John L. Morgan also
beneficially owns an additional 175,500 shares of the outstanding Common Stock
of the Issuer by virtue of his individual interest as a general partner of
Farnham Street Partners, L.P., a Minnesota limited partnership ("FSP"). Mr.
Morgan's beneficial ownership interest, therefore, is 333,169 shares and
represents approximately 17.67% of the outstanding Common Stock of the Issuer.
FSP reported on its Schedule 13G dated January 19, 1999 that FSP is the
beneficial owner of 175,500 shares of Common Stock of the Issuer.
(b) The LLC shares voting and dispositive power with respect to the 157,669
shares of Common Stock owned of record by the LLC with each of the other
Reporting Persons. Mr. Morgan shares voting and dispositive power with respect
to the 175,500 shares of Common Stock owned of record by FSP with FSP and its
other general partner.
(c) None.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT TO
SECURITIES OF THE ISSUER.
ALL REPORTING PERSONS:
There are no contracts, arrangements, understandings or relationships
between the LLC (or its members), on one hand, and any other person with respect
to any securities of the Issuer on the other hand.
Page 9 of 10
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: September 30, 1999. RUSH RIVER GROUP, LLC
By: /s/ John L. Morgan
-------------------------------
John L. Morgan
Member
/s/ John L. Morgan
----------------------------------
John L. Morgan, individually
/s/ Kirk A. MacKenzie
----------------------------------
Kirk A. MacKenzie, individually
/s/ Jack A. Norqual
----------------------------------
Jack A. Norqual, individually
Page 10 of 10
