SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
S C H E D U L E 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
ARISTA INVESTORS CORP.
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(Name of Issuer)
Class A Common Stock, $0.01 PAR VALUE
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(Title of Class of Securities)
040408106
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(CUSIP Number)
Copy to: Stephen A. Cohen, Esq.
Keith E. Mandel Morrison Cohen Singer & Weinstein, LLP
3135 Katewood Court 750 Lexington Avenue
Baltimore, Maryland 21209 New York, New York 10022
Telephone (212) 735-8600
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
December 31, 1996
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(Date of Event which Requires Filing 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 space ___.
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 page(s))
Page 1 of 6
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CUSIP
No. 040408106 13D
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Keith E. Mandel
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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* BK,OO
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5 Check Box if Disclosure of Legal Proceedings is Required |_|
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6 Citizenship or Place of Organization United States
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7 Sole Voting Power
178,400 shares 6.9%
Number of --------------------------------------------------------------
Shares 8 Shared Voting Power
Beneficially 0 shares 0%
Owned By --------------------------------------------------------------
Each 9 Sole Dispositive Power
Reporting 178,400 shares 6.9%
Person --------------------------------------------------------------
With 10 Shared Dispositive Power
0 shares 0%
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11 Aggregate Amount Beneficially Owned By Each Reporting Person
178,400 shares
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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)
6.9%
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14 Type of Reporting Person* IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 6
<PAGE>
This statement, dated December 31, 1996, relates to the reporting person's
ownership of certain securities of Arista Investors Corp. (the "Issuer").
ITEM 1. SECURITY AND ISSUER
(a) Class A Common Stock, $0.01 par value per share ("Common
Stock") (CUSIP No. 040408106).
(b) Arista Investors Corp.
116 John Street
New York, New York 10038
ITEM 2. IDENTITY AND BACKGROUND
1. (a) Keith E. Mandel.
(b) Address: 3135 Katewood Court
Baltimore, Maryland 21209
(c) Principal Business: Physician
(d) No.
(e) No.
(f) United States.
Keith Mandel is the adult son of Stanley S. Mandel, an officer and a
director of the Issuer.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On December 31, 1996, the reporting person purchased 178,400 shares of
Common Stock from Stanley Mandel, for an aggregate purchase price of $446,000.
The purchase price was paid by the delivery by the reporting person of a
promissory note in the principal amount of $243,500 and the reporting person's
assumption of Stanley Mandel's indebtedness to the Bank of New York in the
principal amount of $202,500, which indebtedness was and remains secured by a
pledge of the acquired Common Stock.
ITEM 4. PURPOSE OF THE TRANSACTION. The reporting person acquired his shares for
purposes of investment. The reporting person does not have any plans or
proposals which relate to or would result in any of the actions set forth in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
(a) The following list sets forth the aggregate number and percentage
(based on 2,570,100 shares of Common Stock outstanding as reported in the
Issuer's Form 10-Q for the quarter ended September 30, 1996) of outstanding
shares of Common Stock owned beneficially by the reporting person, as of
December 31, 1996:
Page 3 of 6
<PAGE>
Percentage of Shares of
Shares of Common Stock Common Stock
Name Beneficially Owned Beneficially Owned
- ---- ------------------ ------------------
Keith E. Mandel 178,400 6.9%
(b) Keith E. Mandel has sole power to vote and dispose of 178,400 shares
of Common Stock, which represents approximately 6.9% of the Common Stock.
(c) The following is a description of all transactions in shares of Common
Stock of the Issuer by the reporting person effected from October 31, 1996
through December 31, 1996 inclusive.
Name of Purchase or Number of Shares Purchase or
Shareholder Sale Date Purchased or (Sold) Sale Price
- ----------- --------- ------------------- ----------
Keith E. Mandel 12/31/96 178,400 $2.50
(d) 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 such securities.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
(a) The shares of Common Stock are pledged to secure indebtedness in the
principal amount of $202,500 owed by Stanley Mandel to the Bank of New York
assumed by the reporting person.
(b) Except for the circumstances discussed or referred to in paragraph (a)
above, there are no contracts, arrangements, understandings, or relationships
with respect to the securities of the Issuer among any of the persons reporting
in this Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A Memorandum of Sale, dated as of December 31, 1996, between
Stanley S. Mandel and Keith E. Mandel.
Page 4 of 6
<PAGE>
Exhibit B Promissory Note, dated as of December 31, 1996, in the aggregate
principal amount of $243,500, made by Keith E. Mandel in favor of Stanley S.
Mandel.
[Exhibit C Hypothecation Agreement, dated as of December 31, 1996, with
the Bank of New York.
Page 5 of 6
<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, correct and
complete.
Date: January 10, 1997
By: /s/ Keith E. Mandel
--------------------------
Keith E. Mandel
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
Page 6 of 6
MEMORANDUM OF SALE
MEMORANDUM OF SALE made and entered into on December 31, 1996 (the
"Closing Date"), by and between STANLEY S. MANDEL ("Seller") and KEITH E. MANDEL
("Buyer").
The parties hereby acknowledge and agree as follows:
1. TERMS OF PURCHASE AND SALE
1.01. Sale of the Stock. On the Closing Date, Seller sold to Buyer, and
Buyer purchased from Seller, for the consideration specified herein, 178,400
shares of the Class A Common Stock, par value $.01 per share, of Arista
Investors Corp., a Delaware corporation (the "Company" and such shares the
"Stock").
1.02. Purchase Price and Payment. The purchase price for the Stock was
$2.50 per share or $446,000.00 in the aggregate, payable by delivery of a
promissory note of Buyer of even date herewith in the principal amount of
$243,500.00 ("Note") and Buyer's assumption of Seller's indebtedness to Bank of
New York ("BONY") in the principal amount of $202,500.00 ("Indebtedness"), which
Indebtedness is secured by a pledge of the Stock.
1.03. Delivery. At the closing, Seller caused BONY to deliver to Buyer a
certificate for the Stock registered in the name of Seller together with a duly
executed stock power evidencing the transfer of ownership of the Stock to Buyer
which certificate Buyer had exchanged for a certificate registered in his name
and simultaneously therewith Buyer delivered to BONY a hypothecation agreement
confirming that the Stock was authorized to be pledged to BONY to secure
repayment of Indebtedness accompanied by the certificate for the Stock
registered in the name of Buyer together with a duly executed stock power.
1.04. Assumption. Buyer by his execution of this Memorandum of Sale
assumes the Indebtedness and agrees to pay and discharge the Indebtedness when
due in accordance with the terms.
2. REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represented and warranted to the Buyer that Seller is the sole
record and beneficial owner of the Stock and that such ownership is free and
clear of all liens, security interests and other encumbrances, other than the
lien in favor of BONY to secure payment on the Indebtedness.
<PAGE>
3. REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represented and warranted to Seller that Buyer is purchasing the
Stock for his own account, for investment purposes only and not with a view to
any resale or other distribution thereof in violation of any federal or state
securities laws, that Buyer has received, or has had access to, all information
which he considers necessary or advisable to enable him to make a decision
concerning his purchase of the Stock, that Buyer possesses such knowledge and
experience in financial and business matters that he is capable of evaluating
the merits and risks of his investment therein and that Buyer understands that
the Stock may not be sold except pursuant to registration statement under the
Securities Act of 1933 or an exemption from the requirement for such
registration.
4. MISCELLANEOUS
4.01. Entire Agreement. This Memorandum of Sale constitutes the sole
understanding of the parties with respect to the matters provided for herein and
supersedes all previous agreements and understanding among the parties with
respect to the subject matter hereof. Any amendment, modification or alteration
of the terms of this Memorandum to be binding must be in writing and executed by
the parties hereto.
4.02. Successors and Assigns. This Memorandum of Sale shall inure to the
benefit of and be binding upon the respective successors and assigns of the
parties hereto.
4.03. Headings. The headings of the Sections and paragraphs of this
Memorandum of Sale are included for convenience only and shall not be deemed to
constitute part of this Memorandum of Sale or to affect the construction hereof.
4.04. Governing Law. This Memorandum of Sale shall be construed in
accordance with and governed by the law of the State of New York applicable to
agreements made and to be performed in such jurisdiction.
4.05. Further Assurances. At any time or from time to time after the date
hereof, any party shall, at the request of any other party and at such other
party's expense, execute and deliver any further instruments or documents and
take all such further action as such party reasonably may request in order to
confirm the sale of the
2
<PAGE>
Stock referred to in this Memorandum of Sale and Buyer's assumption of the
Indebtedness.
4.06. Counterparts. This Memorandum of Sale may be executed in any number
of counterparts each of which when so executed and delivered shall be deemed an
original and all of which taken together shall constitute one agreement.
4.07. Survival. The representations and warranties and covenants of Seller
and Buyer shall survive the consummation of the transaction contemplated herein.
IN WITNESS WHEREOF, each of the parties hereto has executed this
Memorandum of Sale on the date first above written.
/s/ Stanley S. Mandel
--------------------------------
STANLEY S. MANDEL
/s/ Keith E. Mandel
--------------------------------
KEITH E. MANDEL
3
PROMISSORY NOTE
$243,500.00 New York, New York
December 31, 1996
FOR VALUE RECEIVED, the undersigned, KEITH E. MANDEL ("Maker"), HEREBY
PROMISES TO PAY to the order of STANLEY S. MANDEL ("Payee") the principal sum of
Two Hundred Forty-Three Thousand Five Hundred dollars ($243,500.00) on December
31, 2001, and to pay interest thereon annually on each anniversary of the date
hereof and on payment in full of the principal amount hereof at the rate of
6.31% per annum.
1. Maker shall make each payment hereunder to Payee on the day when due to
Payee at the address of Payee specified herein or such other address as Payee
may specify to Maker.
2. Whenever any payment to be made hereunder shall be stated to be due on
a Saturday, Sunday or a public or bank holiday or the equivalent for banks
generally under the laws of the State of New York (any other day being a
"Business Day"), such payment may be made on the next succeeding Business Day.
3. Maker shall have the right to prepay the principal amount of this Note
in whole or in part, at any time or from time to time, without premium or
penalty.
4. Maker agrees to pay all amounts owing under this Note without
interposing any setoff, counter-claim or defense of any nature whatsoever.
5. Upon the occurrence of one or more of any of the following events, each
an "Event of Default" for purposes of this Note:
(a) any installment of the principal or of the accrued interest on this
Note shall not be paid within five Business Days after receipt by Maker of
written notice from Payee that such amount has become due; or
(b) Maker shall become insolvent or bankrupt or make an assignment for the
benefit of creditors or consent to the appointment of a trustee or receiver; or
a trustee or a receiver shall be appointed for Maker or for a substantial part
of its or his property and, if such appointment shall be without consent, it
shall not be dismissed within a period of sixty (60) consecutive days from the
date of such appointment; or bankruptcy, liquidation,
<PAGE>
reorganization or insolvency or similar proceedings shall be instituted by or
otherwise instituted against and having been consented to in writing by, Maker
and, if not instituted and consented to by Maker shall not have been dismissed
within a period of sixty (60) consecutive days from the date of such
institution;
then, in any of such events, the entire principal amount and all accrued
interest under this Note shall, at the election of the holder of this Note,
become due and payable immediately, without presentment, demand, protest or
other notice of any kind, all of which are hereby expressly waived; provided,
however, that if any event described in clause (c) above shall occur, then this
Note automatically (without any notice or action or election of any kind) shall
become immediately due and payable in its entirety.
6. No failure on the part of any holder of this Note to exercise, and no
delay in exercising, any right or remedy hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise by any holder of this Note of
any right or remedy hereunder preclude any other or further exercise thereof or
the exercise of any other right or remedy. The rights and remedies provided
herein are cumulative and not exclusive and are in addition to all others that
may be provided by applicable law and other agreements and documents.
7. This Note shall be binding upon Maker and his successors and assigns,
and the terms and provisions of this Note shall inure to the benefit of Payee
and his successors and assigns, including subsequent holders hereof.
8. Presentment for payment, notice of dishonor, protest, notice of protest
and any other notice, except as expressly provided for herein, are hereby
waived. This Note is made and delivered in the City, County and State of New
York, and shall be construed in accordance with and governed by the laws of such
State.
9. No amendment or waiver of any provision of this Note, nor consent to
any departure by Maker herefrom, shall in any event be effective unless the same
shall be in writing and signed by Payee and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.
2
<PAGE>
10. Any notice, request, instruction or other document to be given
hereunder by any party hereto to any other party shall be in writing and
delivered personally or sent by registered or certified mail, postage prepaid,
if to Payee at:
14 Richbourne Lane
Melville, New York 11747
if to Maker to his address at:
3135 Katewood Court
Baltimore, Maryland 21209
or at such other address as shall be specified by like notice. Any notice which
is delivered personally in the manner provided herein shall be deemed to have
been duly given to the party to whom it is directed upon actual receipt by such
party (or its agent for notices hereunder). Any notice which is addressed and
mailed in the manner herein provided shall be conclusively presumed to have been
duly given to the party to which it is addressed at the close of business, local
time of the recipient, on the fifth business day after the day it is so placed
in the mail.
IN WITNESS WHEREOF, Maker has executed and delivered this Note on the date
first above written.
/s/ Keith E. Mandel
------------------------
KEITH E. MANDEL
3
THE BANK OF NEW YORK
HYPOTHECATION AGREEMENT
40 Wall St, New York December 23, 1996
The undersigned (jointly and severally, if more than one) hereby certifies
to THE BANK OF NEW YORK (hereinafter referred to as the "Bank") that the
undersigned has good and valid legal title to the following described securities
and/or personal property, free and clear of all liens, charges, security
interests and encumbrances of any nature whatsoever; (if collateral is other
than securities, describe in detail in paragraph form.)
Value on
Description of Security No. of Shares or Bonds Serial Number(s) This Date
Arista 178,400
(Which together with all products and proceeds thereof, accessions and
additions thereto and substitutions therefor shall hereinafter be collectively
referred to as the "Collateral").
The undersigned (jointly and severally, if more than one) hereby agrees:
(a) That Stanley & Joy Mandel of New York, NY (hereinafter referred to as
the "Borrower") is authorized to pledge the Collateral to the Bank for the
Borrower's account or otherwise.
(b) That when so pledged, the Collateral shall secure, and that a security
interest in the Collateral shall exist and will continue to exist in the Bank's
favor as security for, any and all loans and/or advances at any time or from
time to time made by the Bank to the Borrower, any present or future
indebtedness or other obligations of the Borrower to the Bank, whether direct or
indirect, absolute or contingent, due or to become due, now existing or
hereafter arising, howsoever evidenced or acquired and whether joint, several or
joint and several, and any renewals or extensions thereof (all of which shall
hereinafter be referred to as the "Obligations").
(c) That all agreements which the Borrower has made or may make with the
Bank regarding the Collateral shall be applicable thereto to the same extent as
if such Collateral were owned by the Borrower, that the undersigned hereby
expressly ratifies, consents to and adopts any and all agreements which the
Borrower has made or may hereafter make with the Bank with respect to the
Collateral.
(d) That any additions to, substitutions for, accessions to and proceeds
of the Collateral in any form whatsoever which shall come into the possession of
either the undersigned or the Borrower shall be held in trust for the Bank, and
shall be delivered to the Bank upon receipt thereof.
(e) That the Bank may deliver the Collateral to the Borrower or make such
other disposition thereof as the Borrower may direct.
(f) That the Bank may sell, assign and deliver the whole or any part of
the Collateral without limitation upon it as to priority or preference between
the Collateral and any other collateral pledged with it as security for any of
the Obligations, including any collateral belonging solely to the Borrower, at
any broker's exchange or elsewhere, at public or private sale, either for cash
or credit or for future delivery, in order to satisfy any of the Obligations
should default by the Borrower occur at any time with respect thereto, and that
on any such sale, the Bank, its assigns, officers or nominees may purchase the
whole or any part of the Collateral free from any right of redemption on the
part of the undersigned, which right is hereby expressly waived.
<PAGE>
(g) That, without notice to or consent of the undersigned, the Bank may
(i) release any endorser, guarantor or any collateral given to secure any of the
Obligations and (ii) at any time and from time to time, extend the time of
payment or renew in whole or in part or grant other indulgences with respect to
any of the Obligations for such time or times as the Bank may determine, and all
of the provisions and authorizations contained herein shall apply to all such
renewals and extensions.
(h) That with respect to the Collateral, the Bank shall be under no duty
to send notices, perform services, exercise any rights of collection,
enforcement, conversion or exchange, vote, pay for insurance, taxes or other
charges or take any action of any kind in connection with the management thereof
and its only duty with respect thereto shall be to use reasonable care in its
custody and preservation while in its possession, which shall not include any
steps necessary to preserve rights against prior parties.
(i) That the undersigned waives and agrees to waive (except as prohibited
by applicable statute) trial by jury and the right to interpose any counterclaim
or offset of any nature and description in any litigation between the Bank and
the undersigned, on any matters whatsoever arising out of or in any way
connected with this Agreement and, also, agrees that the venue of any such
litigation shall be the county in which the Bank's office making the loans or
other accommodation to the Borrower is located.
(j) That the authorizations herein contained shall remain in full force
and effect until receipt by the Bank of written notice from the undersigned of
the revocation or termination hereof; provided, however, that no revocation or
termination hereof shall affect in any manner the Bank's rights arising
hereunder with respect to any Obligations (or any extensions or renewals
thereof) which shall have been created, contracted, assumed or incurred prior to
actual receipt by the Bank, at the Bank's office making the loans or other
accomodations to the Borrower is located, of written notice of such revocation
or termination, or any Obligations (or any extensions or renewals thereof) which
shall have been created, contracted, assumed or incurred after actual receipt
of such written notice pursuant to any agreement entered into by the Bank prior
to actual receipt of such written notice.
(k) To hold the Bank harmless in its reliance hereon prior to its actual
receipt of written notice of revocation or termination hereof, whether or not or
all the authorizations herein contained may have been theretofore terminated by
operation of law or otherwise.
(l) that any action permitted hereby or under the terms and provisions of
any agreements, instruments or other documents relating to any of the
Obligations may be taken without notice to the undersigned, and the undersigned
expressly waives notice of any amount due or claimed to be due from Borrower,
demand for payment, notice of default in the payment of any Obligations, notice
of sale or other realization upon the Collateral, notice of the time and place
of any such sale, and any other notice or demand otherwise required to be given
to or made upon the Borrower or the undersigned by law and any choice or demand
which the Bank may elect to give to or make upon the Borrower, all of which are
hereby expressly waived.
(m) That the undersigned hereby waives any rights which the undersigned
may have under Section 9-112 of the Uniform Commercial Code and waives any
notice of the acceptance of or reliance upon any of the provisions of this
Agreement by the Bank.
(n) That no modifications or waivers of any of the foregoing provisions
hereof shall be effective unless expressly stated in writing and singed by or on
behalf of the Bank and then only in the specific instance for which given. Each
reference herein to the undersigned shall be deemed to include the heirs,
executors, legal representatives, successors and assigns of the undersigned.
(o) That if at any time it is necessary in the opinion of counsel to the
Bank that any securities held as Collateral (the "Pledged Securities") be
registered under the Securities Act of 1933, as amended, or that an indenture
with respect thereto be qualified under the Trust Indenture Act of 1939 in order
to permit the sale or other disposition of the Pledged Securities, the Borrower
shall, at the Bank's request and at the expense of the Borrower, use the best
efforts of the Borrower to promptly cause the registration of the Pledged
Securities and the qualification of such indenture and continue such
registration and qualification as long as deemed appropriate by the Bank.
<PAGE>
(p) That this Agreement shall be interpreted under and construed in
accordance with the laws of the State of New York.
(q) That every provision of this Agreement is intended to be severable; if
any term or provision of this Agreement shall be invalid, illegal or
unenforceable for any reason whatsoever, the validity, legality or
enforceability of the remaining provisions hereof shall not in any way be
affected or impaired thereby.
IN WITNESS WHEREOF, this Agreement has been executed by the undersigned on
this __ day of 19__
NAME Keith E. Mandel M.D. ADDRESS 3135 Katewood Court
------------------------------ ----------------------------
SIGNATURE /s/ Keith E. Mandel M.D. Baltimore, MD 21209
------------------------- -----------------------------------
NAME _____________________________ ADDRESS ___________________________
SIGNATURE ________________________ __________________________________
STATE OF }
} S.S.
COUNTY OF }
On this 31st day of December, 1996, before me personally appeared Keith E.
Mandel to me known, and known to me to be the individual(s) described in and who
executed the foregoing instrument and that such individual(s) duly acknowledge
to me that such individual(s) executed same.
/s/ Wanda I. Torres
------------------------------
NOTARY PUBLIC
WANDA I. TORRES
Notary Public, State of New York
No. 01TO5058328
Qualified in Kings County
Commission Expires April 6, 1998
<PAGE>
ACKNOWLEDGMENT BY BORROWER
The undersigned, the Borrower referred to in the foregoing Hypothecation
Agreement, hereby accepts notice of the execution and delivery thereof and of
the terms and provisions thereof and agrees to be bound by any provisions
thereof applicable to it. The Borrower hereby agrees that the Bank may at any
time or from time to time accept from the person signing said agreement payment
with respect to all or any part of the Obligations as defined in said Agreement
and/or transfer or assign any and all instruments evidencing such Obligations
and the Collateral securing the same to said person or anyone else, all without
recourse to or warranty by the Bank. Any action permitted hereby or under the
terms and provisions of said Agreement or of any instruments evidencing any of
the Obligations may be taken without notice to the undersigned.
BORROWER NAME Stanley S. Mandel DATE 12/31/96
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SIGNATURE /s/ Stanley S. Mandel
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BORROWER NAME Joy Mandel DATE 12/31/96
-------------------------- ------------------------
SIGNATURE /s/ Joy Mandel
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