<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.2)*
LARIZZA INDUSTRIES, INC.
(Name of issuer)
Common Stock, no par value
(Title of Class of Securities)
517235 10 7
(CUSIP number)
Edward L. Sawyer, Jr., 1375 East 9th Street, Suite 2000
Cleveland, Ohio 44114 (216) 781-0458
(Name, address and telephone number of person
authorized to receive notices and communications)
May 2, 1994 and 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).
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SCHEDULE 13D
CUSIP No. 517235 10 7 Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edward L. Sawyer, Jr.
###-##-####
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
United States of America
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
10 SHARED DISPOSITIVE POWER
2,023,838
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,023,838
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IS ROW (11)
9.2%
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.
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CUSIP NO. 517235 10 7 Page 3 of 8 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 Edward L. Sawyer, Jr. ("Sawyer"), (i)
individually, (ii) as settlor of the Alexander Sawyer Trust under an
Irrevocable Trust Agreement dated July 21, 1987 (the "Alexander Sawyer Trust"),
and (iii) as settlor and beneficiary under the Amended and Restated Voting
Trust Agreement, dated as of May 4, 1994, among Ronald T. Larizza ("Larizza"),
Sawyer, the Alexander Sawyer Trust, Dorothy M. Sawyer and 19 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"). The Company's and the Voting Trust's principal business and office
address is 201 West Big Beaver Road, Suite 1040, Troy, Michigan 48084. The
Alexander Sawyer Trust's principal business and office address is One Cleveland
Center, 20th Floor, Cleveland, Ohio 44114. Sawyer's principal business and
office address is 1375 East 9th Street, Suite 2000, Cleveland, Ohio 44114.
Sawyer'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, Robert H. Jackson ("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. 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 Sawyer, the Alexander Sawyer 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 Sawyer, the Alexander
Sawyer Trust or the Voting Trust has, during the last five years,
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CUSIP NO. 517235 10 7 Page 4 of 8 Pages
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.
Sawyer is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
This statement is being filed to report the disposition by Sawyer of
619,839 shares of Common Stock pursuant to a Separation Agreement, dated as of
May 2, 1994, under which marital property was divided between Mr. Sawyer and
his wife without any exchange of consideration.
This statement is also being filed to report the sale on behalf of
Sawyer of 800,000 shares of Common Stock for $900,000 as of May 4, 1994, to
nineteen individuals, including three officers or directors of the Company and
sixteen other employees of the Company, and some of their spouses and trusts.
Item 4. Purpose of Transaction.
The purposes of the disposition of shares of Common Stock by Mr. Sawyer
to his wife was to perform the terms of the Separation Agreement and the
related division of marital property with his wife. The purpose of the sale of
shares of Common Stock by Mr. Sawyer to nineteen individuals and some of their
spouses and trusts was to fund additional terms of the division of marital
property with his wife pursuant to the Separation Agreement.
Sawyer has no current plan or proposal to acquire or dispose of
additional Common Stock, although, from time to time, Sawyer 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. Sawyer is currently Chairman of the Board of the Company.
Other than as described above, Sawyer has no current plans or proposals
for (i) any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
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CUSIP NO. 517235 10 7 Page 5 of 8 Pages
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 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 Sawyer and the Alexander Sawyer Trust are as follows:
Number Percent(1)
---------- -------
Sawyer 1,823,838 8.3%
Alexander Sawyer Trust 200,000 0.9%
---------- ----
Total 2,023,838 (2) 9.2%
---------- ----
---------- ----
(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.
(2) All of these shares are subject to the Voting Trust.
Sawyer has shared dispositive power over the 1,823,838 shares of Common
Stock listed above as beneficially owned by Sawyer and over the 200,000 shares
of Common Stock listed above as beneficially owned by the Alexander Sawyer
Trust. Larizza, through the Voting Trust, has sole voting power over the
2,023,838 shares of Common Stock listed above as beneficially owned by Sawyer
and by the Alexander Sawyer Trust.
The power to dispose of the shares of Common Stock listed in the table
above is shared with Larizza under the Voting Trust, and the power to dispose
of the shares of Common Stock listed in the table above as owned by
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CUSIP NO. 517235 10 7 Page 6 of 8 Pages
the Alexander Sawyer Trust is shared with the Alexander Sawyer Trust and its
trustee, Jackson. 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 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. 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
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 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 Company's, Larizza's, the
Voting Trust's and the Other Parties' (other than Dorothy M. Sawyer's)
principal business and office 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. The Alexander Sawyer Trust's, Jackson's and
Kohrman Jackson & Krantz's principal business and office address is One
Cleveland Center, 20th Floor, Cleveland, Ohio 44114.
None of Larizza, the Voting Trust, 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 Larizza, the Voting Trust, 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
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CUSIP NO. 517235 10 7 Page 7 of 8 Pages
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. Larizza, 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 Sawyer or the Alexander Sawyer Trust, except for (i) the transfer of
619,839 shares of Common Stock from Sawyer to his wife pursuant to the
Separation Agreement, dated May 2, 1994, without any exchange of consideration,
and (ii) Sawyer's sale of 800,000 shares of Common Stock for $900,000 as of May
4, 1994 in private transactions to nineteen individuals, including three
officers or directors of the Company and sixteen other employees of the
Company, and some of their spouses and trusts, in connection with the division
of marital property pursuant to the Settlement Agreement, all as described in
Items 3 and 4 above. No other transactions in the Common Stock have been
effected by Sawyer or the Alexander Sawyer Trust since the filing of Amendment
1 to Sawyer's Schedule 13D dated March 24, 1992.
Except for the rights (after a default) of the pledgees of Common Stock
described in Item 6 as pledged, only Sawyer and the Alexander Sawyer Trust 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 the Sawyer and the Alexander Sawyer Trust,
respectively.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
A description of the Alexander Sawyer Trust and the parties to the
Alexander Sawyer Trust is contained in Items 2 and 5 above. A description of
the Voting Trust and the parties to the Voting Trust is contained in Items 2
and 5 above.
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
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CUSIP NO. 517235 10 7 Page 8 of 8 Pages
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. The Alexander Sawyer Trust, under an Irrevocable Trust
Agreement, dated as of July 21, 1987, between Edward L. Sawyer, Jr. as settlor
and Robert Jackson as trustee, incorporated by reference to Exhibit 2 to
Amendment No. 1 to Sawyer's Schedule 13D, dated March 24, 1992.
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.
/S/ EDWARD L. SAWYER, JR.
Date: June 2, 1994 ---------------------------------
Edward L. Sawyer, Jr.
