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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Skyline Chili, Inc.
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
830821104
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(CUSIP Number)
Lambert N. Lambrinides
4180 Thunderbird Lane
Fairfield, Ohio 45014
With a copy to:
Mark J. Zummo, Esq.
KOHNEN & PATTON LLP
1400 Carew Tower
441 Vine Street
Cincinnati, Ohio 45202
(513) 381-0656
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 26, 1997
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(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. [ ]
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<TABLE>
<CAPTION>
- -------------------------
CUSIP NO. 830821104
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- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lambert N. Lambrinides
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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 (SEE INSTRUCTIONS)
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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
U.S. Citizen
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7 SOLE VOTING POWER
NUMBER OF
SHARES 460,333
BENEFICIALLY ----------- ---------------------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 141,000
PERSON ----------- ---------------------------------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
460,333
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10 SHARED DISPOSITIVE POWER
141,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
601,333
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.7%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- ------------ ----------------------------------------------------------------------------------------------------------------------
</TABLE>
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Item 1. Security and Issuer.
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This Schedule 13D relates to the shares of Common Stock, no par value
("Common Stock"), of Skyline Chili, Inc., an Ohio corporation (the "Company").
The principal executive offices of the Company are located at 4180 Thunderbird
Lane, Fairfield, OH 45014.
The information set forth in the Exhibits to this Schedule 13D are
expressly incorporated herein by reference and the response to each item of this
Statement is qualified in its entirety by the provisions of such Exhibits.
Item 2. Identity and Background.
------------------------
(a) Name: Lambert N. Lambrinides
(b) Business Address: Skyline Chili, Inc.
4180 Thunderbird Lane
Fairfield, OH 45014
(c) Present Principal Occupation or Employment: Chairman of the
Board of Directors and Consultant to the Company.
(d) During the last five years, Mr. Lambrinides has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Mr. Lambrinides has not been a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction resulting in and is not 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) U.S. citizen.
Item 3. Source and Amount of Funds or Other Consideration.
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All shares of the Company's Common Stock beneficially owned by Mr.
Lambrinides were acquired with personal funds. Mr. Lambrinides acquired 77,333
shares of Common Stock on October 7, 1994 pursuant to an Agreement and Plan of
Merger (the "Merger Agreement") dated as of September 20, 1994 among the
Company, LCWSC Acquisition Corp. ("Acquisition"), a wholly-owned subsidiary of
the Company newly organized under the laws of the State of Ohio, LCW Skyline
Co., an Ohio corporation ("LCW"), Mr. Lambrinides and the other shareholders of
LCW (the "Shareholders"). Pursuant to the Merger Agreement, Acquisition
completed a "reverse" merger (the "Merger") into LCW, with LCW surviving as a
wholly-owned subsidiary of the Company, and the Shareholders exchanged all of
the outstanding stock of LCW ("LCW Stock") for a total of
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231,999 shares of Common Stock valued at approximately $725,000. Mr. Lambrinides
received one-third (1/3) of these shares of Common Stock in consideration for
his exchange of one-third (1/3) of the shares of LCW Stock. LCW operated a
Skyline Chili Restaurant in Cincinnati, Ohio.
Item 4. Purpose of the Transaction.
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Mr. Lambrinides is the Chairman, a director and more than ten percent
(10%) shareholder of the Company. All of the shares of the Company's Common
Stock beneficially owned by Mr. Lambrinides were acquired by him for investment
purposes. On November 26, 1997, the Company and certain of its shareholders,
including Mr. Lambrinides, entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Skyline Acquisition Corp., a new, private Ohio
corporation formed by certain members of the Company's management and Fleet
Venture Resources, Inc. and certain affiliated entities ("Fleet"), for purposes
of acquiring the Company. The acquisition would be accomplished by the reverse
merger of Skyline Acquisition Corp. into the Company, with the Company remaining
the surviving corporation (the "Transaction"). Skyline's President, Chief
Executive Officer, and Director, Mr. Kevin R. McDonnell, and other current
members of senior management (the "Management Group") plan to remain with the
Company and would be equity participants with Fleet in the Transaction. The
Company's other current shareholders and directors, including Mr. Lambrinides,
would have no equity, financial or other interest in the Company after
completion of the Transaction. The Company's shareholders, including Mr.
Lambrinides, would receive $6.75 per share in cash in connection with the
Transaction.
In Section 5(m) of the Merger Agreement, Mr. Lambrinides and certain
other shareholders of the Company (who collectively own 55.8% of the outstanding
common stock), agreed to vote all of the shares of Company Common Stock over
which they have or exercise voting control and to take all other necessary or
desirable actions within their control, including without limitation, attendance
at shareholder meetings in person or by proxy for purposes of obtaining a
quorum, in favor of the Merger Agreement and the Transaction.
If the Transaction is completed (i) all of the shares of the Company's
Common Stock, including the shares beneficially owned by Mr. Lambrinides, will
be converted into the cash merger consideration of $6.75 per share, (ii) Fleet
and the Management Group will obtain control of the Company, (iii) the Board of
Directors and officers Skyline Acquisition Corp will become the Board of
Directors and officers of the Company, and (iv) the Company's Common Stock will
be delisted from the American Stock Exchange and its registration under the
Securities Exchange Act of 1934 will be terminated.
Completion of the Transaction remains subject to a number of
conditions, including the negotiation and execution of certain related
documentation, satisfactory completion of due diligence, regulatory and third
party approval, debt financing, and approval by the Company's shareholders.
Except as described herein, Mr. Lambrinides has not formulated any
plans or proposals of the types referred to in subparagraphs (a) through (j) of
Item 4 of Schedule 13D.
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Item 5. Interest in Securities of the Issuer.
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(a) As of December 1, 1997, Mr. Lambrinides beneficially owned
601,333 shares of the Company's Common Stock, or 17.7% of the
Company's issued and outstanding shares of Common Stock (based
upon the Company having 3,397,773 shares of Common Stock
outstanding on such date), including 460,333 shares owned by
Mr. Lambrinides in his name alone, and 141,000 shares owned by
his spouse in her name alone. Nothing contained in this
Schedule 13D should be construed as an admission by Mr.
Lambrinides that he beneficially owns the shares owned by his
spouse.
(b) Mr. Lambrinides has sole voting and dispositive power with
respect to 460,333 shares of Common Stock owned in his name
alone, and shared voting and dispositive power with respect to
141,000 shares owned by his spouse in her name alone. See
response to Item 5(a).
(c) None.
(d) See response to Items 5(a) and (b).
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
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Respect to Securities of the Issuer.
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See response to Item 4.
Item 7. Material to be Filed as Exhibits.
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Exhibit 7.1 - Agreement and Plan of Merger among Skyline
Acquisition Corp., Skyline Chili, Inc. and certain
stockholders of Skyline Chili, Inc. dated November 26, 1997.
This Exhibit is incorporated herein by reference to Exhibit
2.1 of the Form 8-K dated December 2, 1997 filed by Skyline
Chili, Inc.
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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.
/s/ Mark J. Zummo
--------------------------------
Mark J. Zummo
Attorney-in-Fact
for Lambert N. Lambrinides
Dated: December 2, 1997
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