GALAXY FOODS CO
SC 13G, 1999-10-08
DAIRY PRODUCTS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                               -------------------

                                  SCHEDULE 13G
                                 (RULE 13D-102)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULES 13D-1(B), (C) AND (D) AND AMENDMENTS THERETO FILED
                            PURSUANT TO RULE 13D-2(B)

                              GALAXY FOODS COMPANY
                                (Name of Issuer)

                     Common Stock, Par Value $.01 per Share
                         (Title of Class of Securities)

                                     363175
                                 (CUSIP Number)

                               September 30, 1999
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

                  [ ]  Rule 13d-1(b)

                  [X]  Rule 13d-1(c)

                  [ ]  Rule 13d-1(d)


                         (Continued on following pages)




                                Page 1 of 5 Pages




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CUSIP NO.                         SCHEDULE 13G
                             (cover page continued)


1.   NAME OF REPORTING PERSON

     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     Finova Mezzanine Capital Inc.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                                        (A) [ ]
                                                                        (B) [ ]

3.   SEC USE ONLY

4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Tennessee

NUMBER OF SHARES   5.    SOLE VOTING POWER

                         915,000

BENEFICIALLY       6.    SHARED VOTING POWER

                         None

OWNED BY EACH      7.    SOLE DISPOSITIVE POWER

                         915,000

REPORTING PERSON   8.    SHARED DISPOSITIVE POWER

                         None

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     915,000

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  [ ]


11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     9.06%

12.  TYPE OF REPORTING PERSON

     CO





                                Page 2 of 5 Pages




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                                  SCHEDULE 13G


ITEM 1(A).  NAME OF ISSUER:  Galaxy Foods Company

ITEM 1(B).  ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

            2441 Viscount Row, Orlando, Florida  32809

ITEM 2(A).  NAME OF PERSON FILING: Finova Mezzanine Capital Inc.

ITEM 2(B).  ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

            500 Church Street, Suite 200, Nashville, TN 37219

ITEM 2(C).  CITIZENSHIP:  United States (Tennessee)

ITEM 2(D).  TITLE OF CLASS OF SECURITIES: Common Stock, Par Value $.01 per share

ITEM 2(E).  CUSIP NUMBER:  NOT APPLICABLE

ITEM 3.  IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B), CHECK
         WHETHER THE PERSON FILING IS:

            (A)  [ ] BROKER OR DEALER REGISTERED UNDER THE ACT

            (B)  [ ] BANK AS DEFINED IN SECTION 3(A)(6) OF THE ACT

            (C)  [ ] INSURANCE COMPANY AS DEFINED IN SECTION 3(A)(19) OF THE
                     ACT

            (D)  [ ] INVESTMENT COMPANY REGISTERED UNDER SECTION 8 OF THE
                     INVESTMENT COMPANY ACT

            (E)  [ ] INVESTMENT ADVISER REGISTERED UNDER SECTION 203 OF THE
                     INVESTMENT ADVISERS ACT OF 1940

            (F)  [ ] EMPLOYEE BENEFIT PLAN, PENSION FUND WHICH IS SUBJECT TO
                     THE PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
                     ACT OF 1974 OR ENDOWMENT FUND; SEE
                     SS.240.13D-1(B)(1)(II)(F)

            (G)  [ ] PARENT HOLDING COMPANY, IN ACCORDANCE WITH
                     SS.240.13D-1(B)(II)(G); SEE ITEM 7

            (H)  [ ] GROUP, IN ACCORDANCE WITH SS.240.13D-1(B)(1)(II)(H)

ITEM 4.  OWNERSHIP:

            (A)      AMOUNT BENEFICIALLY OWNED:  915,000

            (B)      PERCENT OF CLASS:   9.06%




                                Page 3 of 5 Pages



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                                  SCHEDULE 13G

         (C)   NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

               (I)   SOLE POWER TO VOTE OR TO DIRECT THE VOTE:

                     915,000

               (II)  SHARED POWER TO VOTE OR TO DIRECT THE VOTE:

                     None

               (III) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:

                     915,000

               (IV)  SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:

                     None

ITEM 5.  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

               IF THIS STATEMENT IS BEING FILED TO REPORT THE FACT THAT AS OF
               THE DATE HEREOF THE REPORTING PERSON HAS CEASED TO BE THE
               BENEFICIAL OWNER OF MORE THAN FIVE PERCENT OF THE CLASS OF
               SECURITIES, CHECK THE FOLLOWING [ ].

               Not Applicable

ITEM 6.  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

         Not Applicable

ITEM 7.  IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
         SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

         Not Applicable

ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

         Not Applicable

ITEM 9.  NOTICE OF DISSOLUTION OF GROUP.

         Not Applicable

ITEM 10. CERTIFICATION.

               By signing below I certify that, to the best of my knowledge and
          belief, the securities referred to above were not acquired and are not
          held for the purpose of or with the effect of changing or influencing
          the control of the issuer of the securities and were not acquired and
          are not held in connection with or as a participant in any transaction
          having that purpose or effect.




                                Page 4 of 5 Pages



<PAGE>   5







                                  SCHEDULE 13G

                                    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.



                                     FINOVA MEZZANINE CAPITAL INC.

                                     By: /s/ Philip S. Clark
                                         --------------------------------------
                                         Name: Philip S. Clark
                                         Title: Vice President -- Group Counsel



Date: October 8, 1999





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