<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
LARIZZA INDUSTRIES, INC.
(Name of issuer)
Common Stock, no par value
(Title of class of securities)
517235 10 7
(CUSIP number)
Ronald T. Larizza, Larizza Industries, Inc., 201 West Big Beaver Road,
Suite 1040, Troy, Michigan 48084
(Name, address and telephone number of person
authorized to receive notices and communications)
May 4, 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 / /.
(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).
<PAGE> 2
SCHEDULE 13D
CUSIP No. 517235 10 7 Page 2 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Ronald T. Larizza
###-##-####
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 ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
NUMBER OF 11,182,083
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 7,905,906
10 SHARED DISPOSITIVE POWER
3,276,177
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 11,182,083
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IS ROW (11)
50.6%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
SCHEDULE 13D
CUSIP No. 517235 10 7 Page 3 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Voting Trust, under the Amended and Restated Voting Trust Agreement,
dated as of May 4, 1993, among Ronald T. Larizza, Edward L. Sawyer,
Jr., the Alexander Sawyer Trust, Larizza Industries, Inc. and 18
officers of employees of Larizza Industries, Inc. or its subsidiaries.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Governed by Ohio law
7 SOLE VOTING POWER
NUMBER OF 3,276,177*
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
10 SHARED DISPOSITIVE POWER
3,276,177*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 3,276,177*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IS ROW (11)
14.8%
14 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
* Included in shares beneficially owned by Ronald T. Larizza on the prior page.
<PAGE> 4
CUSIP NO. 517235 10 7 Page 4 of 9 Pages
Item 1. Security and Issuer.
The title of the class of equity securities to which this statement
relates is Common Stock, no par value ("Common Stock"), of Larizza Industries,
Inc., an Ohio corporation (the "Company"). The address of the Company's
principal executive offices is 201 West Big Beaver Road, Suite 1040, Troy,
Michigan 48084.
Item 2. Identity and Background.
This statement is being filed by Ronald T. Larizza ("Larizza"), (i)
individually, (ii) as settlor and trustee of a revocable trust under a Trust
Agreement, dated July 20, 1989, between Ronald T. Larizza as grantor and Ronald
T. Larizza as trustee (the "Revocable Trust"), and (iii) as voting trustee
under the Amended and Restated Voting Trust Agreement, dated as of May 4, 1994,
among Larizza, Edward L. Sawyer, Jr. ("Sawyer"), the Alexander Sawyer Trust
under an Irrevocable Trust Agreement dated July 21, 1987 (the "Alexander Sawyer
Trust"), Dorothy M. Sawyer and 18 officers and employees of the Company and
its subsidiaries and some of their spouses and trusts (collectively, the "Other
Parties") and the Company (the "Voting Trust"). This statement is also being
filed by the Voting Trust. The Company's, Larizza's, the Revocable Trust's and
the Voting Trust's principal business and office address is 201 West Big Beaver
Road, Suite 1040, Troy, Michigan 48084.
Larizza's principal occupation or employment is President, Chief
Executive Officer and a Director of the Company, a designer and manufacturer of
high-quality, plastic-based components and systems used in the interiors of
automobiles, light trucks, sport utility vehicles and mini-vans. The Revocable
Trust is a revocable trust governed by Florida law which currently holds Common
Stock. Larizza is the settlor, trustee and a beneficiary of the Revocable
Trust. The Voting Trust is a voting trust governed by Ohio law (i) governing
Common Stock of Sawyer and of the Alexander Sawyer Trust and some of the Common
Stock of the Other Parties, (ii) granting Larizza the right to vote the Common
Stock subject to the Voting Trust, and (iii) requiring Larizza's consent to any
sale, transfer, pledge or other disposition of any Common Stock subject to the
Voting Trust at any time until the December 31, 1998 expiration of the Voting
Trust. Larizza is the voting trustee and a beneficiary of the Voting Trust,
and Sawyer, the Alexander Sawyer Trust and the Other Parties are the settlors
and are also beneficiaries of the Voting Trust.
None of Larizza, the Revocable Trust or the Voting Trust has, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). None of Larizza, the Revocable Trust or
the Voting Trust has, during the last five years, 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.
Larizza is a citizen of the United States of America.
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CUSIP NO. 517235 10 7 Page 5 of 9 Pages
Item 3. Source and Amount of Funds or Other Consideration.
This statement is being filed to report the purchase by Larizza as of
May 4, 1994 of 167,500 shares of the Company's Common Stock (the "Shares")
formerly owned by Sawyer and subject to the Voting Trust. Larizza acquired the
Shares for an aggregate purchase price of $188,437.50 (the "Funds"). The
source of the Funds used in the acquisition of the Shares was Larizza's
personal funds.
Item 4. Purpose of Transaction.
Larizza acquired the Shares primarily to increase his ownership interest
in the Company and preserve his rights to vote those shares.
Larizza and the Voting Trust have no current plan or proposal to acquire
or dispose of additional Common Stock, although, from time to time, Larizza may
acquire additional shares of the Company's Common Stock or dispose of some or
all of the shares of Common Stock which he beneficially owns, by sale, gift,
pledge or otherwise or pursuant to existing pledges of Common Stock (see Item
6) and, with Larizza's consent, shares may be withdrawn from the Voting Trust.
The Company may (i) merge one or more of its subsidiaries into the Company or
another subsidiary, (ii) merge into a wholly-owned subsidiary to reincorporate
in another state, and/or (iii) sell the Company's operations currently
accounted for as discontinued operations, by merger, sale of stock, sale of
assets or otherwise. In addition, although it has no current commitments to do
so, the Company may engage in other acquisitions or dispositions of businesses
or assets or acquisitions, dispositions or issuances of securities as are
deemed by the Company's Board of Directors to be in the Company's best
interests. Larizza currently has substantial influence over the management and
operations of the Company and participates in the formulation, determination
and direction of the Company's business policies.
Other than as described above, neither Larizza nor the Voting Trust has
any current plans or proposals for (i) any extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving the Company or any
of its subsidiaries, (ii) any sale or transfer of a material amount of assets
of the Company or any of its subsidiaries, (iii) 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 (except that the Company might add additional management
and/or outside directors in the future or replace existing directors if
appropriate candidates are identified and consent to serve), (iv) any material
change in the Company's present capitalization or dividend policy, (v) any
other material change in the Company's business or corporate structure, (vi)
any changes in the Company's Articles of Incorporation or Code of Regulations
or other actions which are intended to impede the acquisition of control of the
Company by any person (except that, pursuant to the Company's Articles of
Incorporation, if additional directors are added so that the aggregate number
of directors is nine or more, the
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CUSIP NO. 517235 10 7 Page 6 of 9 Pages
Company's Board of Directors will be elected for staggered three year terms),
(vii) causing Common Stock to be delisted from the American Stock Exchange,
(viii) causing any of the Company's equity securities to become eligible for
termination of registration under the Securities Exchange Act of 1934, as
amended, (except to the extent such equity securities are already eligible for
termination of registration), or (ix) any action similar to those listed above.
Item 5. Interest in Securities of the Issuer.
The number of shares and percentage of Common Stock beneficially owned
by Larizza, the Revocable Trust and the Voting Trust are as follows:
Number Percent(1)
---------- -------
Larizza 167,500 0.8%
Revocable Trust 7,738,406 35.0%
Voting Trust 3,276,177 14.8%
---------- -----
Total 11,182,083 50.6%
---------- -----
(1) Based on the 22,088,107 shares of Common Stock reported as outstanding
as of April 30, 1994 pursuant to the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1994.
Larizza, individually and through the Revocable Trust, has sole voting
and dispositive power over the 7,905,906 shares of Common Stock listed above as
beneficially owned by Larizza or the Revocable Trust. Larizza, through the
Voting Trust, has sole voting power over the 3,276,177 shares of Common Stock
listed above as beneficially owned by the Voting Trust, and such shares may not
be sold, transferred, pledged or otherwise disposed of without Larizza's
consent.
The power to dispose of the shares of Common Stock subject to the Voting
Trust is shared with Sawyer, the Alexander Sawyer Trust, its trustee, Robert H.
Jackson ("Jackson") and the Other Parties. Edward L. Sawyer, Jr.'s principal
occupation or employment is investor and consultant. Sawyer is also Chairman
of the Board, Secretary and a Director of the Company, a designer and
manufacturer of high-quality, plastic-based components and systems used in the
interiors of automobiles, light trucks, sport utility vehicles and mini-vans.
The Alexander Sawyer Trust is an irrevocable trust governed by Ohio law and
holding Common Stock, among other assets, with Sawyer as the settlor, Jackson
as trustee and Mr. Sawyer's son as sole beneficiary. Jackson, as trustee of
the Alexander Sawyer Trust, has the power to dispose or direct the disposition
of the 200,000 shares of Common Stock subject to the Alexander Sawyer Trust
subject to Sawyer's approval. Jackson's principal occupation or employment is
partner of Kohrman Jackson & Krantz, a law firm. The Other Parties are Dorothy
M. Sawyer, Sawyer's wife, Edward W. Wells, the Company's Vice President, Chief
Operating Officer and Assistant Secretary and a Director of the Company, and
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CUSIP NO. 517235 10 7 Page 7 of 9 Pages
his wife Angela, Terence C. Seikel, the Company's Vice President, Finance,
Treasurer and Assistant Secretary of the Company, as trustee of the revocable
trust, dated February 15, 1993, Prudential Securities, as custodian for Terence
C. Seikel, I.R.A., and the following employees of the Company or a subsidiary
of the Company: Vincent L. Donovan, William H. Kett and his wife Gail, Larry
Phillips and his wife Sheila, Michael James Prokopetz and his wife Nicole,
Peter Ballantyne, Mary Jane Vicary and her husband Michael, Sandra A. Costill,
Norman K. Krol and his wife Linda, Prudential Securities, Inc., to be deposited
in Norman K. Krol, I.R.A., Houssein Reza Nikoui, John C. Taylor, Michael
Leitart and his wife Lisa, James L. Curtis, Richard J. Loria, John R. Palmer,
Robert T. Howell and his wife Michele, and Jeff Horton and his wife Donna. The
Alexander Sawyer Trust's, Jackson's and Kohrman Jackson and Krantz's principal
business address is One Cleveland Center, 20th Floor, Cleveland, Ohio 44114.
Sawyer's business address is 1375 East 9th Street, Suite 2000, Cleveland, Ohio
44114. The Company's and the Other Parties' (other than Dorothy M. Sawyer's)
principal business address is 201 West Big Beaver Road, Suite 1040, Troy,
Michigan 48084. Dorothy M. Sawyer's address is 3058 Van Aken Boulevard, Shaker
Heights, Ohio 44120.
None of Sawyer, the Alexander Sawyer Trust, Jackson or the Other Parties
has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors). None of Sawyer, the
Alexander Sawyer Trust, Jackson or the Other Parties has, during the last five
years, 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.
Messrs. Donovan, Kett, Phillips, Prokopetz, Ballantyne, Nikoui, Taylor
and Horton are all citizens of Canada. Sawyer, Jackson and the Other Parties
not listed in the preceding sentence are citizens of the United States of
America.
No transactions in the Common Stock have been effected in the past sixty
days by Larizza, the Revocable Trust or the Voting Trust, except for the
purchase of 167,500 shares of Common Stock by Larizza for $188,437.50 as of May
4, 1994 in a private transaction with Sawyer described in Item 3 of this
statement. No other transactions in the Common Stock have been effected by
Larizza, the Revocable Trust or the Voting Trust since the filing of Amendment
3 to Larizza's Schedule 13D dated August 17, 1993.
Except for the rights (after a default) of the pledgees of Common Stock
described in Item 6 as pledged, only the Revocable Trust and Larizza are known
to have the right to receive, or the power to direct the receipt of, dividends
from, or the proceeds from the sale of, the Common Stock set forth in the table
above as owned by Larizza or the Revocable Trust. Except for the rights (after
a default) of the pledgees of Common Stock described in
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CUSIP NO. 517235 10 7 Page 8 of 9 Pages
Item 6 as pledged, all rights in the shares of Common Stock subject to the
Voting Trust not specifically granted to Larizza (as described above in this
Item 5) are retained by Sawyer, the Alexander Sawyer Trust and the Other
Parties, including the right to receive, and the power to direct the receipt
of, dividends from, or the proceeds from the sale of, such Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
A description of the Revocable Trust and the parties to the Revocable
Trust is contained in Item 2 above. A description of the Voting Trust and the
parties to the Voting Trust is contained in Items 2 and 5 above. A description
of the Alexander Sawyer Trust and the parties to the Alexander Sawyer Trust is
contained in Item 5 above.
In addition, to secure various personal loans (none of which was
obtained to purchase Common Stock), Larizza, through the Revocable Trust, has
pledged the following shares of Common Stock to the person and banks listed
opposite such shares below:
Number
Person or Bank of Shares
-------------- ---------
Baybank Middlesex 1,000,000
Steven J. Lebowski 814,027
National City Bank, Akron 165,000
In addition, to secure various personal loans (none of which was
obtained to purchase Common Stock), Sawyer has pledged the following shares of
Common Stock currently subject to the Voting Trust to the banks listed opposite
such shares below:
Number
Bank of Shares
---- ---------
Baybank Middlesex 500,000
National City Bank, Akron 82,500
Item 7. Material to be Filed as Exhibits.
The following exhibits are filed with this statement:
1. Amended and Restated Voting Trust Agreement, dated as of May 4,
1994, among Sawyer, the Alexander Sawyer Trust, Larizza, the Other Parties and
the Company, incorporated by reference to Exhibit 9.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1994.
2. Agreement to file jointly, dated as of March 2, 1992, between
Larizza and the Voting Trust, incorporated by reference to Exhibit 2 to
Amendment No. 2 to this Schedule 13D, dated as of March 24, 1993.
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CUSIP NO. 517235 10 7 Page 9 of 9 Pages
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: June 2, 1994 /s/ RONALD T. LARIZZA
---------------------------------
Ronald T. Larizza
Date: June 2, 1994 Voting Trust, under the Amended
and Restated Voting Trust
Agreement, dated as of
May 4, 1994
By: /s/ RONALD T. LARIZZA
----------------------------
Ronald T. Larizza
Its: Voting Trustee
B3128b
