<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)
Catalina Lighting, Inc.
(Name of Issuer)
Common Stock, par value $.01
(Title of Class of Securities)
148865108
(CUSIP Number)
David M. Moss
6073 N.W. 167th Street
Building C-5
Miami, Florida 33015
Telephone: (305) 825-4500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Lawrence Lederman, Esq.
Milbank, Tweed, Hadley & McCloy LLP
1 Chase Manhattan Plaza
New York, New York 10005
Telephone: (212) 530-5000
April 30, 1999
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
Page 1 of 13 Pages
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SCHEDULE 13D
CUSIP NO.: 148865108
(1) NAME OF REPORTING PERSON: David M. Moss
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: ###-##-####
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) |_|
(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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
(7) SOLE VOTING POWER: 443,082
(8) SHARED VOTING POWER: 0
(9) SOLE DISPOSITIVE POWER: 443,082
(10) SHARED DISPOSITIVE POWER: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
443,082
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.3%
(14) TYPE OF REPORTING PERSON: IN
Page 2 of 13 Pages
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SCHEDULE 13D
CUSIP NO.: 148865108
(1) NAME OF REPORTING PERSON: DMM Investments, Ltd.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 65-0892746
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) |_|
(3) SEC USE ONLY
(4) SOURCE OF FUNDS: WC
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
(6) CITIZENSHIP OR PLACE OF ORGANIZATION: Florida
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
(7) SOLE VOTING POWER: 14,000
(8) SHARED VOTING POWER: 0
(9) SOLE DISPOSITIVE POWER: 14,000
(10) SHARED DISPOSITIVE POWER: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 14,000
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): .2%
(14) TYPE OF REPORTING PERSON: PN
Page 3 of 13 Pages
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Item 1. SECURITY AND ISSUER.
This Statement constitutes Amendment No. 1 to the Schedule 13D (as
originally filed, the "Schedule 13D") filed by David M. Moss with the Securities
and Exchange Commission (the "SEC") dated February 10, 1999 relating to the
common stock, par value $.01 (the "Common Stock"), of Catalina Lighting, Inc., a
Florida corporation (the "Company"), with its principal executive offices
located at 18191 N.W. 68th Avenue, Miami, Florida 33015.
Other than as set forth herein, there has been no material change in
the information set forth in Items 1 through 7 of the Schedule 13D.
Item 2. IDENTITY AND BACKGROUND.
This Statement is being filed jointly by (i) David M. Moss and (ii)
DMM Investments, Ltd., a Florida limited partnership ("Limited" and, together
with Mr. Moss, the "Reporting Persons"). The principal executive offices of the
Reporting Persons are located at 6073 N.W. 167th Street, Building C-5, Miami,
Florida 33015.
DAVID M. MOSS, age 55, is a co-founder of the Company, and served
as its Chairman, Chief Executive Officer and President from 1986 to 1989.
Mr. Moss is the Chairman, President and Chief Executive Officer of Achiever
Shredders and Office Products Company, Inc. ("Achiever"), World Office
Products Manufacturing, Inc. ("World Office"), and Remington Security Camera,
Inc. ("Remington"). Achiever was formed by Mr. Moss in January of 1997 to
distribute document shredder appliances, Remington was formed in September of
1997 to distribute miniaturized and mobile security systems, and World Office
was formed in 1991 to distribute office chairs. Mr. Moss is a resident of
Florida and a United States citizen.
LIMITED is a Florida limited partnership whose general partner, DMM
Investments, Inc., a Florida corporation ("Investments"), is wholly-owned by Mr.
Moss. Limited was formed solely for the purpose of purchasing shares of Common
Stock and engaging in the activities described in Item 4 below. According to the
terms of the Limited Partnership Agreement, Limited will terminate, liquidate
and dissolve within a reasonable period of time following the Company's 1999
Annual Meeting of Stockholders.
Information regarding the directors and executive officers of
Investments is set forth on Schedule I attached hereto, which Schedule is hereby
incorporated by reference. Except as set forth on Schedule I, all of the
directors and executive officers of Investments are citizens of the United
States.
During the last five years, none of the Reporting Persons nor, to
the best knowledge of the Reporting Persons, any person named in Schedule I
attached hereto has been (a) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (b) 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.
Page 4 of 13 Pages
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Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
All the shares of Common Stock beneficially owned by the Reporting
Persons were acquired in connection with the formation of the Company, other
than 14,000 shares owned by Limited which were acquired in the open market using
working capital funds on February 23, 1999 and March 31, 1999.
Item 4. PURPOSE OF TRANSACTION.
On December 11, 1998, a letter was sent to the Company on behalf of
Mr. Moss setting forth a list of questions concerning the Company and its
operations. The letter stated that if unsatisfactory answers were received, then
"further action may be warranted, including a contested election of directors of
the Company". Prior to responding to these questions on December 31, 1998, the
Company's Board of Directors amended the Company's By-Laws to, among other
things, add an advance notice requirement for stockholder nominations of
directors. This amendment was not referred to in the Company's December 31
letter to Mr. Moss' counsel.
On February 9, 1999, notice was sent to the Company on behalf of Mr.
Moss purporting to comply with the advance notice by-law referred to above. In
this notice the Company was advised that Mr. Moss would nominate two individuals
for election to the Company's Board of Directors at the 1999 Annual Meeting of
Stockholders of the Company in opposition to two Company executives then serving
on the Board. These two individuals were Mr. Moss and Richard Dubal. Mr. Moss'
notice also indicated that he would solicit proxies in favor of his nominees.
Attached to the notice was a copy of the Schedule 13D. In a series of
correspondence which followed between Mr. Moss' counsel and the Company's
counsel, the Company indicated that the notice did not comply with the Company's
advance notice by-law.
On April 23, 1999, the Company filed definitive proxy materials with
the SEC announcing that the date for the 1999 Annual Meeting of Stockholders had
been set for May 10, 1999. In the definitive proxy materials, the Company urged
stockholders not to support any nominee that Mr. Moss might propose for election
to the Board, and questioned the qualifications of Mr. Moss and Mr. Dubal to
serve as directors of the Company.
On April 28, 1999, Limited filed preliminary proxy materials with
the SEC with respect to the solicitation of proxies to elect two nominees of
Limited - Mr. Moss and Roy D. Oppenheim - as members of the Board of Directors
of the Company at the 1999 Annual Meeting of Stockholders of the Company (the
"Limited Nominees"). According to the preliminary proxy materials, the principal
purpose of electing the Limited Nominees to the Board was to cause the Board to
promptly seek a sale or merger of the Company so as to maximize stockholder
value by retaining a qualified investment banking firm for the specific purpose
of soliciting offers to acquire the Company and establishing a committee of
independent directors to consider and recommend to the full Board for approval
the best available offer to acquire the Company.
On April 30, 1999, the Company's counsel advised Mr. Moss' counsel
that the Company was prepared to seriously consider nominating Mr. Oppenheim to
the Company's Board of Directors if Mr. Moss would agree not to solicit proxies
or revocations in connection with the 1999 Annual Meeting. Later that day, the
Company and the Reporting Persons entered into an agreement providing for, among
other things, Mr. Oppenheim being added to the Company's Board immediately
following the 1999 Annual Meeting, the Reporting Persons' agreement to support
management's slate at the 1999 Annual Meeting and not to engage in any effort to
replace directors of the Company for the remainder of 1999 and the Company's
Page 5 of 13 Pages
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agreement to pay the Reporting Persons $100,000 in reimbursement of his expenses
in connection with the events described in this Statement. Press releases to
this effect were issued by the Company and Mr. Moss on Monday morning, May 3,
1999.
As required by the aforementioned agreement, on May 3, 1999, Limited
withdrew its preliminary proxy materials.
Except as otherwise described herein, the Reporting Persons have no
plan or proposal with respect to the Company which relates to or would result in
any of the matters listed in Items 4(a) - (j) of Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
The percentage of outstanding shares of Common Stock beneficially
owned by the Reporting Persons is 6.3%. Of the 443,082 shares of Common Stock
beneficially owned by Mr. Moss, 34,600 shares are held in trust for the benefit
of Mr. Moss's children and 14,000 are owned directly by Limited. There have been
no transactions effected within the past sixty days with respect to the Common
Stock by any of the Reporting Persons.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Except as described herein, none of the Reporting Persons nor any
other person referred to in Schedule I attached hereto has any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
person with respect to any securities of the Company, including, but not limited
to, transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees or profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Agreement dated as of April 30, 1999 between the Company and the
Reporting Persons.
2. Press release issued on May 3, 1999 by the Company (included as
an exhibit) to Exhibit 1 above.
3. Press release issued on May 3, 1999 by Mr. Moss (included as an
exhibit) to Exhibit 1 above.
Page 6 of 13 Pages
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
May 3, 1999
By: /s/ David M. Moss
-----------------
David M. Moss
DMM INVESTMENTS, LTD.
By: DMM INVESTMENTS, INC.
Its General Partner
By: /s/ David M. Moss
--------------------
Name: David M. Moss
Title: President
Page 7 of 13 Pages
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF DMM INVESTMENTS, INC.
The names, present principal occupations and business addresses of
the directors, executive officers and other corporate officers of Investments
are set forth below. Unless otherwise indicated, each occupation set forth
opposite an individual's name refers to Investments. Each of the named
individuals is a citizen of United States of America, unless specifically stated
otherwise below.
<TABLE>
<CAPTION>
Present Principal
Name and Address: Occupation or Employment
- ----------------- ------------------------
<S> <C>
Sole Director:
David M. Moss See Item 2 to the Schedule 13D
6073 N.W. 167th Street to which this Schedule is
attached.
Building C-5
Miami, FL 33015
Executive Officers and
Other Corporate Officers:
David M. Moss See Item 2 to the Schedule 13D
6073 N.W. 167th Street to which this Schedule is
attached.
Building C-5
Miami, FL 33015
Sylvia Montelongo Secretary/Treasurer of
6073 N.W. 167th Street DMM Investments, Inc.
Building C-5
Miami, Fl 33015
</TABLE>
Page 8 of 13 Pages
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EXHIBIT 1
AGREEMENT
This AGREEMENT (this "Agreement") is entered into as of this 30th
day of April, 1999 by and among Catalina Lighting, Inc. (the "Company"), on the
one hand, and David M. Moss ("Moss") and DMM Investments Ltd., a Florida limited
partnership ("DMM"), on the other hand.
WHEREAS, the Company has distributed definitive proxy materials (the
"Company Proxy Materials") in respect of its 1999 Annual Meeting of Stockholders
(the "Annual Meeting") currently scheduled to be held on May 10, 1999;
WHEREAS, DMM has filed preliminary proxy materials (the "Moss Proxy
Materials") with respect to his proposal to nominate two individuals to stand
for election at the Annual Meeting in opposition to the management slate; and
WHEREAS, the Company and Moss wish to enter into a settlement on the
terms and subject to the conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual agreements contained
herein, the Company and Moss agree as follows:
1. Before the opening of the stock markets on Monday, May 3, 1999,
the Company shall issue a press release in the form attached hereto as Exhibit A
and Moss shall issue a press release in the form attached hereto as Exhibit B.
2. Moss and DMM each agree that they (a) shall not, directly or
indirectly, and shall use their best efforts to cause each "participant" (as
such term is used in Rule 14a-11 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) not to, solicit any proxies or participate in any
"solicitation" of any "proxy" (as such terms are defined in Rule 14a-1 under the
Exchange Act, and including without limitation any revocations of proxies
granted to the Company) with respect to matters to be presented at the Annual
Meeting, and shall not become a "participant" in any election contest relating
to the Annual Meeting, (b) shall promptly terminate all agreements and
understandings relating to the solicitation by Moss and DMM described in the
Moss Proxy Statement, and (c) shall not take any other actions inconsistent with
the matters contemplated hereby. As soon as possible on Monday, May 3, 1999,
Moss will take such steps as are necessary and appropriate to withdraw the Moss
Proxy Materials.
3. Immediately following the Annual Meeting, the Company will expand
the size of its Board of Directors and cause Roy D. Oppenheim to be named as a
director of the Company.
4. Within two (2) business days after the execution and delivery of
this Agreement, the Company shall wire transfer to an account designated by
Milbank, Tweed, Hadley & McCloy LLP the amount of $100,000 in full reimbursement
of Moss' expenses incurred in connection with the preparation of the Moss Proxy
Materials and related matters.
Page 9 of 13 Pages
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5. DMM and Moss each hereby releases, discharges and acquits the
Company, and its officers, directors, agents, representatives and each
participant named in the Company Proxy Statement from any and all claims,
grievances, demands, charges, liabilities, obligations, actions, causes of
action, damages, costs, losses of services, expenses and compensation of any
nature whatsoever existing on the date hereof, whether based on tort, contract
or other theory of recovery, on account of or in any way growing out of or
related to the Annual Meeting or the Company Proxy Statement, provided that this
release shall not prevent Moss and/or DMM from challenging the use of the proxy
referenced in a letter dated April 29, 1999 from Lawrence Lederman to Ronald O.
Mueller, with respect to any meeting of stockholders occurring after the
Company's 1999 Annual Meeting.
6. The Company hereby releases, discharges and acquits Moss and DMM
and each participant named in the Moss Proxy Statement from any and all claims,
grievances, demands, charges, liabilities, obligations, actions, causes of
action, damages, costs, losses of services, expenses and compensation of any
nature whatsoever existing on the date hereof, whether based on tort, contract
or other theory of recovery, on account of or in any way growing out of or
related to the Annual Meeting or the Moss Proxy Statement.
7. During the period commencing on the date hereof and ending on
December 31, 1999 (the "Standstill Period"), DMM and Moss each:
A. shall cause all shares of capital stock of the Company which they
have the right to vote generally in the election of directors, including,
without limitation, shares of Common Stock (collectively, the "Voting
Stock"), that are beneficially owned (within the meaning of Regulation 13D
and Rules 13d-3 and 13d-5 under the Exchange Act) by such Party to be
present, in person or by proxy, at all meetings of the shareholders of the
Company so that all such shares may be counted for the purpose of
determining if a quorum is present at such meetings and (ii) to be voted
in favor of persons nominated and recommended by the Board of Directors of
the Company in the election of directors for the Annual Meeting.
B. shall not, directly or indirectly, solicit any proxies or
consents with respect to Voting Stock or in any way participate in any
"solicitation" of any "proxy" with respect to shares of Voting Stock (as
such terms are defined in Rule 14a-1 under the Exchange Act) or become a
"participant" in any election contest with respect to the Company (as such
term is used in Rule 14a-11 under the Exchange Act) or request or induce
or attempt to induce any other person to take any such actions or attempt
to advise, counsel or otherwise influence in any way any person with
respect to the voting of voting Stock;
C. shall not make any proposal (including any proposal pursuant to
Rule 14a-8 under the Exchange Act) or bring any business before any
meeting of the shareholders of the Company; and
D. shall not (i) seek election to, nor seek to place a
representative on the Board of Directors of the Company, or (ii) seek the
removal of any member of the Board of Directors.
Page 10 of 13 Pages
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8. This Agreement shall be governed by and construed in accordance
with the laws of the State of Florida, without giving effect to the principles
of conflict of laws thereof.
9. This Agreement may be executed in one or more counterparts by
each of the parties hereto (or by his or her attorney-in-fact), each of which
shall be deemed to be an original, but all of which shall be considered one and
the same instrument.
10. This Agreement may be amended, supplemented or modified only by
a written instrument duly executed by or on behalf of each party hereto.
11. This Agreement supersedes all prior discussions and agreements
between the parties with respect to the subject matter hereof and contains the
sole and entire agreement between the parties hereto with respect to the subject
matter hereof.
12. The terms and provisions of this Agreement are intended solely
for the benefit of each party hereto and their respective successors or assigns,
and it is not the intention of the parties to confer third party beneficiary
rights upon any other person.
13. Each of the parties hereto agrees that money damages would not
be a sufficient remedy for any breach of this Agreement by any party hereto and
that any party hereto shall be entitled to specific performance and injunctive
or other equitable relief as a remedy for any such breach.
CATALINA LIGHTING, INC. DAVID M. MOSS
By: /s/ Robert Hersh By: /s/ David M. Moss
Name: Robert Hersh -------------------------------
Title: Chairman, Chief Executive Officer
and President
DMM INVESTMENTS LTD.
By DMM INVESTMENTS, INC.
Its General Partner
By: /s/ David M. Moss
------------------------------
Name: David M. Moss
Title: President
Page 11 of 13 Pages
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EXHIBIT A
CONTACT:
Stanley J. Kay
MacKenzie Partners, Inc.
(212) 929-5940
FOR IMMEDIATE RELEASE:
CATALINA LIGHTING ANNOUNCES AGREEMENT
TO RESOLVE POTENTIAL PROXY CONTEST
MIAMI, FL, May 3, 1999 - Catalina Lighting, Inc. (NYSE: LTG) announced today
that it has entered into a definitive agreement to resolve a potential proxy
contest with David Moss, who had been seeking to elect two of the seven
directors up for election at the Catalina's May 10, 1999 Annual Meeting.
Catalina's seven nominees for election at this year's annual meeting consist of
four continuing directors, Robert Hersh, Ryan Burrow, Henry Latimer and Leonard
Sokolow and three new independent nominees, Jesse Luxton, Howard Steinberg and
Brion Wise.
Under the terms of the agreement, Mr. Roy Oppenheim, 39, an attorney with the
law firm of Oppenheim & Pilelsky, P.A. and one of the Moss nominees, will join
Catalina's seven nominees as an eighth director immediately following the
company's annual meeting on May 10, 1999.
Mr. Robert Hersh, Catalina's chairman, president and chief executive officer,
commenting on the settlement, said, "We are pleased to reach an agreement that
allows the company to move forward in the best interests of all stockholders and
we trust that Mr. Oppenheim will constructively contribute to the board. With
this proxy contest behind us we can now focus all our energies on our programs
that have returned the company to profitability and positioned Catalina for
future growth."
Catalina Lighting, Inc. is a leading international manufacturer and
distributor of products for the residential and office lighting industry
employing approximately 3,200 people throughout the U.S., Canada and
Southeast Asia.
Page 12 of 13 Pages
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EXHIBIT B
CONTACT:
FOR IMMEDIATE RELEASE
DAVID M. MOSS ANNOUNCES AGREEMENT
TO RESOLVE POTENTIAL PROXY CONTEST
MIAMI, FL, May 3, 1999 - David M. Moss announced today that he has entered
into a definitive agreement to resolve a potential proxy contest with
Catalina Lighting, Inc. (NYSE: LTG). Mr. Moss, in an effort to improve
shareholder value, sought to elect two of the seven directors up for election
at the company's 1999 Annual Meeting.
Under the terms of the agreement, Mr. Roy D. Oppenheim, 39, a South Florida
attorney and a partner with the firm of Oppenheim & Pilelsky, P.A. will join
the Catalina seven nominees as an eighth director immediately following the
company's Annual Meeting on May 10, 1999. Mr. Oppenheim is one of the two
nominees who had been proposed by Mr. Moss.
Mr. Moss stated: "I am very pleased the Company has decided to reduce the number
of inside directors and that they will add Roy Oppenheim to the Board. In
addition, I am pleased that the Board's compensation is now more tied to share
performance. I believe that the platform on which I proposed my nominees - that
the Board should explore all alternatives for maximizing shareholder value,
including a possible sale of the Company - is in the best interests of the
Company and its shareholders."
Page 13 of 13 Pages
