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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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
(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)
April 28, 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 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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CUSIP NO. 830821104
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________________________________________________________________________________
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lambert N. Lambrinides SSN: ###-##-####
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) [ ]
(b) [ ]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
________________________________________________________________________________
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) [ ]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. CITIZEN
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING _________________________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
_________________________________________________________________
10 SHARED DISPOSITIVE POWER
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (SEE INSTRUCTION)
IN
________________________________________________________________________________
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Item 1. Security and Issuer.
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: Retired
(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.
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 231,999 shares of
Common Stock valued at approximately $725,000. Mr. Lambrinides received
one-
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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.
Mr. Lambrinides was formerly 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. This final amendment to Schedule 13D is being filed to
report the disposition of all of the shares of the Company's Common Stock
beneficially owned by Mr. Lambrinides. On April 13, 1998, the shareholders of
the Company approved an Agreement and Plan of Merger pursuant to which 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, would be merged into the Company, with the Company
remaining as the surviving corporation (the "Merger"). The Merger was completed
on April 28, 1998. In connection with the Merger, all of the issued and
outstanding shares of the Company's common stock (other than shares owned by
Skyline Acquisition Corp.), including the shares owned by Mr. Lambrinides, were
cancelled in consideration for the right to receive $6.75 in cash per share.
Item 5. Interest in Securities of the Issuer.
(a) On the effective date of the Merger, 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
311,333 shares owned by Mr. Lambrinides' Revocable Trust,
Lambert Lambrinides, Trustee; 141,000 shares owned by Mr.
Lambrinides' spouses Revocable Trust, Ruth Lambrinides,
Trustee; and 149,000 shares owned by Mr. Lambrinides
Charitable Remainder Unitrust, Lambert and Ruth Lambrinides,
Co-Trustees.
As of the date of this final Amendment to Schedule 13D, Mr.
Lambrinides beneficially owns -0- shares of the Company's
Common Stock.
(b) Mr. Lambrinides had sole voting and dispositive power with
respect to 311,333 shares of Common Stock, and shared voting
and dispositive power with respect to 240,000 shares. See
response to Item 5(a).
(c) None.
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(d) See response to Items 5(a) and (b).
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
None
Item 7. Material to be Filed as Exhibits.
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/ LAMBERT N. LAMBRINIDES
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Dated: May 8, 1998
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