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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
LARIZZA INDUSTRIES, INC.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
517235 10 7
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(CUSIP Number)
Edward L. Sawyer, Jr., 1375 East 9th Street, Suite 2000, Cleveland, Ohio 44114
(216) 781-0458
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 26, 1995
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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 / /.
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 __ 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 ITEMS 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
2,022,838
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,022,838
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN 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.
<PAGE> 3
CUSIP NO. 517235 10 7 Page 3
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 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"). The Company's and the 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 Vice 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, 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
judgement, decree
<PAGE> 4
CUSIP NO. 517235 10 7 Page 4
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 that Collins & Aikman Products
Co. ("Parent"), LRI Acquisition Corp. ("Merger Sub") and the Company entered
into an Agreement and Plan of Merger, dated September 26, 1995 (the "Merger
Agreement"). Subject to the terms and conditions of the Merger Agreement and
to the approval of the Company's shareholders, Merger Sub will be merged into
the Company, and the Company's outstanding Common Stock will be converted into
the right to receive $6.50 a share in cash. Subject to the fiduciary
obligations of the Company's Board of Directors, the Merger Agreement generally
requires the Company's Board of Directors to recommend approval of the Merger
Agreement by the Company's shareholders, prohibits the Company from soliciting
other business combination transactions and requires the Company to pay Parent
up to $6,000,000 if the Merger Agreement is terminated in connection with
specified business combination transactions. At the effective time of the
merger, the Company's Articles of Incorporation and Code of Regulations will be
amended and restated in the manner required by Parent and Merger Sub and the
officers and directors of Merger Sub will become the officers and directors of
the Company. It is also expected that at the effective time of the merger, the
Common Stock will be delisted from the American Stock Exchange, the
registration of the Common Stock under the Securities Exchange Act of 1934 will
be terminated and the Company's lenders under its existing financing facilities
will be repaid.
In consideration of Parent and Merger Sub entering into the Merger
Agreement, Larizza, individually and as trustee under a Trust Agreement, dated
July 20, 1989 (the "Revocable Trust"), entered into a Stock Agreement, dated as
of September 26, 1995, with Parent (the "Option"). Subject to the terms and
conditions of the Option, Larizza granted Parent the right to purchase, at
$6.50 a share, the Common Stock he owns individually and as trustee of the
Revocable Trust until February 29, 1996 or such other date upon which the
parties agree. The Parent must give Larizza between two business days and 60
calendar days' notice of the exercise of the option. Pursuant to the Option,
Larizza has agreed to vote all of the Common Stock owned by him or the
Revocable Trust and all of the Common Stock he has the power to vote under the
Voting Trust in favor of the Merger Agreement and the related merger at a
meeting of shareholders of the Company called to consider and vote upon such
merger.
Item 4. Purpose of Transaction.
Larizza entered into the Option primarily in consideration of Parent and
Merger Sub entering into the Merger Agreement and to facilitate the merger of
Merger Sub into Larizza and the conversion of the outstanding Common Stock into
the right to receive $6.50 a share in cash.
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CUSIP NO. 517235 10 7 Page 5
Except in connection with the Merger Agreement described in Item 3,
Sawyer has no current plan or proposal to acquire or dispose of additional
Common Stock, although, from time to time, Sawyer may dispose of some or all of
the shares of Common Stock which he beneficially owns, pursuant to existing
pledges of Common Stock (see Item 6) and, with Larizza's consent, shares may be
withdrawn from the Voting Trust, subject to the terms of the Option. The
Company has entered into the Merger Agreement described in Item 3. Sawyer is
currently Vice Chairman of the Board of the Company.
Other than as described above (including, without limitation, in
connection with the Merger Agreement and the Option described in Item 3),
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 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, (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 acquisiton of control of the Company by any person,
(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:
<TABLE>
<CAPTION>
Number Percent(1)
---------- -------
<S> <C> <C>
Sawyer 1,822,838 8.3%
Alexander Sawyer Trust 200,000 0.9%
---------- -----
Total 2,022,838 (2) 9.2%
========== =====
</TABLE>
(1) Based on the 22,088,107 shares of Common Stock reported as outstanding
as of July 31, 1995 pursuant to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1995.
(2) All of these shares are subject to the Voting Trust.
Sawyer has shared dispositive power over the 1,822,838 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
<PAGE> 6
CUSIP NO. 517235 10 7 Page 6
Trust. Subject to the voting agreement contained in the Option described in
Item 3, Larizza, through the Voting Trust, has sole voting power over the
2,022,838 shares of Common Stock listed above as beneficially owned by Sawyer
and by the Alexander Sawyer Trust.
The voting power and dispositive power over all of these shares is also
subject to the terms of the Option with Parent, as described in Item 3. Parent
is a wholly-owned subsidiary of Collins & Aikman Corporation which is engaged
in three businesses. In automotive products, it is the largest supplier of its
five basic interior trim products to the North American auto industry. In
interior furnishings, it is the largest manufacturer of residential upholstery
fabrics and six-foot commercial carpet in the United States. In wallcoverings,
it is the largest U.S. producer of residential wallpaper. Parent's principal
business and office address is 701 McCullough Drive, P.O. Box 32655, Charlotte,
North Carolina 28232.
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 the
Alexander Sawyer Trust is shared with the Alexander Sawyer Trust and its
trustee, Jackson. Larizza's principal occupation or employment is Chairman of
the Board, 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 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 ex-wife, Edward W. Wells, the Company's 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, Gundy Co., in trust for Michael James Prokopetz,
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
<PAGE> 7
CUSIP NO. 517235 10 7 Page 7
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.
To Sawyer's actual knowledge, none of Parent, 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). To Sawyer's actual knowledge, none of the
Parent, 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 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.
Parent is incorporated under the laws of the State of Delaware. 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. No other transactions in the
Common Stock have been effected by Sawyer or the Alexander Sawyer Trust since
the filing of Amendment 2 to Sawyer's Schedule 13D dated June 2, 1994, except
for Sawyer's open market purchase of an aggregate of 3,000 shares of Common
Stock between December 2, 1994 and December 29, 1994 at prices ranging from
$4.125 to $4.625.
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.
The Company has covenanted in the Merger Agreement not to without the
prior written consent of Parent declare or pay any dividend or other
distribution with respect to the Common Stock prior to the Merger.
<PAGE> 8
CUSIP NO. 517235 10 7 Page 8
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), Mr. Sawyer's ex-wife has pledged 250,000
shares of Common Stock currently subject to the Voting Trust to Baybank
Middlesex and Sawyer has pledged the following shares of Common Stock currently
subject to the Voting Trust to the banks listed opposite such shares below:
<TABLE>
<CAPTION>
Number
Person or Bank of Shares
-------------- ---------
<S> <C>
Baybank Middlesex 250,000
National City Bank, Akron 82,500
</TABLE>
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.
3. Agreement and Plan of Merger, among the Company, Merger Sub and
Parent, dated September 26, 1995, incorporated by reference to Exhibit 2 to
Amendment No. 5 to Larizza's Schedule 13D, dated October 3, 1995.
4. Stock Agreement, between Larizza and Parent, dated September 26,
1995, incorporated by reference to Exhibit 3 to Amendment No. 5 to Larizza's
Schedule 13D, dated October 3, 1995.
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: October 4, 1995 /s/ EDWARD L. SAWYER, JR.
--------------------------------
Edward L. Sawyer, Jr.
