SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )1
CATALINA LIGHTING, INC.
--------------------------------------------------------------------------------
(Name of issuer)
COMMON STOCK, $.01 PAR VALUE
--------------------------------------------------------------------------------
(Title of class of securities)
148865-10-8
(CUSIP number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
(Name, address and telephone number of person
authorized to receive notices and communications)
December 19, 2000
(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 |_|.
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.
(Continued on following pages)
(Page 1 of 7 Pages)
--------
1 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 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>
================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
ACQUISITOR PLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(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 OR ORGANIZATION
UNITED KINGDOM
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 412,600
BENEFICIALLY -----------------------------------------------------------------
OWNED BY EACH
REPORTING
PERSON WITH 8 SHARED VOTING POWER
-0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
412,600
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
412,600
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
================================================================================
<PAGE>
The following constitutes the initial Schedule 13D filed by Acquisitor plc
("Acquisitor").
ITEM 1. SECURITY AND ISSUER.
This statement relates to the shares of common stock, $.01 par
value (the "Common Stock ") of Catalina Lighting, Inc. (the "Issuer"). The
Issuer's principal executive offices are located at 18191 NW 68th Avenue, Miami,
Florida 33105.
ITEM 2. IDENTITY AND BACKGROUND.
Acquisitor plc (the "Reporting Person") is a company
incorporated in Wales and England with a business address of 190 The Strand,
London WC2R 1JN. Acquisitor is a recently formed entity whose purpose is to
achieve a high rate of capital growth for its shareholders by acquiring
significant holding in companies which its Board of Directors considers to be
fundamentally undervalued. Acquisitor is managed by its Board of Directors.
The directors of Acquisitor are Duncan Soukup, John Radziwill,
Luke Johnson, James Ozanne, Christopher Mills and Peter Melhado. The business
address of Mr. Soukup is 230 Park Avenue, Suite 516, New York, NY 10169. The
business address of Messrs. Radziwill, Johnson, Ozanne, Mills and Melhado is c/o
Acquisitor's business address given above.
Messrs. Soukup, Radziwill, Johnson and Mills are citizens of
the United Kingdom. Messrs. Ozanne and Melhado are citizens of the United States
of America.
In accordance with the provisions of General Instruction C to
Schedule 13D, information concerning the executive officers and directors of
Acquisitor is included in Schedule A hereto and is incorporated by reference
herein.
The Reporting Person and its directors have not been
criminally convicted in the past five years. They have not also been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a judgement, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, Federal
or State securities laws or finding any violations with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate purchase price of the 412,600 shares of Common
Stock acquired by Acquisitor is $795,672 and was paid for using its working
capital.
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person believes that the shares of Common Stock
of the Issuer are undervalued and represent an attractive investment
opportunity. It presently has no plans or proposals which would relate to or
result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of
Schedule 13D except as set forth herein. The Reporting Person intends to have
open communications with the Issuer's management in order to monitor their
efforts to increase stockholder value. Depending on various factors including,
without limitation, the Issuer's financial position and investment strategy, the
price levels of the shares of Common Stock, conditions in the securities markets
and general economic and industry conditions, the Reporting Person may in the
future take such actions with respect to its investment in the Issuer as it
deems appropriate including, without limitation purchasing additional shares of
Common Stock in the open market or otherwise, making an offer to purchase up to
all of the Issuer's outstanding shares of Common Stock through a negotiated
transaction or otherwise, seeking to nominate a slate of directors to the
Issuer's board of directors or presenting proposals for stockholders'
consideration at an annual or special meeting of the Issuer's stockholders or by
written consent. The Reporting Person may also sell some or all of its shares of
Common Stock through privately negotiated transactions, or to change its
intention with respect to any and all matters referred to in this Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 (a) As of the close of business on December 26, 2000 Acquisitor
beneficially owns 412,600 shares of Common Stock, constituting approximately
5.7% of the shares of Common Stock outstanding. The reported aggregate
percentage of shares of Common Stock owned by Acquisitor is based upon 7,214,912
shares of Common Stock outstanding as of August 4, 2000, as reported in the
Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2000.
Item 5 (b) Acquisitor has sole voting power on the shares of Common
Stock it beneficially owns.
Item 5 (c) In the 60 days prior to the date of the filing of this
Schedule 13D, Acquisitor effected no transactions in the Common Stock other than
those set forth in the following table:
Date Buy/Sell Quantity Price
12/19/00 Buy 373,100 $1.85
12/20/00 Buy 9,000 $2.00
12/21/00 Buy 12,000 $2.13
12/22/00 Buy 4,900 $2.06
12/26/00 Buy 13,600 $2.00
All transactions were made through purchases in the open
market.
<PAGE>
Item 5 (d) Not Applicable.
Item 5 (e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Not Applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not Applicable.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: December 29, 2000 ACQUISITOR PLC
By: /s/ Duncan Soukup
-------------------------
Name: Duncan Soukup
Title: Managing Director
<PAGE>
SCHEDULE A
Information Concerning Directors of Acquisitor plc
Acquisitor is managed by the Board of Directors, whose details are given below:
DUNCAN SOUKUP, Managing Director, aged 46
Since November 2000, Mr. Soukup has been serving as the chairman and chief
executive officer of York Energy Ltd., a Guernsey company quoted on the Ofex
market in the UK. He is also president and chief executive officer of Lionheart
Group, Inc. a US based financial services holding company that he founded in
1994. From 1988 to 1994 Mr. Soukup served as a managing director of Bear,
Stearns & Co. Inc. where he established and ran the company's foreign Equity
Research and Sales department and was until recently a director of Sage
Laboratories, Inc., a US public company that was acquired by Filtronic plc of
the UK.
LUKE OLIVER JOHNSON, Director, aged 37
Mr. Johnson is the non-executive chairman of Belgo Group plc and a director of
Intrinsic Value Partnership Limited. He has over 15 years of experience of
making investments in public and private companies. He worked as a stockbroking
analyst at Kleinwort Benson Securities from 1984 to 1988, and has subsequently
served as a director of a number of public companies. He served an executive
director, chairman and non-executive director of Pizza Express plc from 1993
until 1999. He was involved in the flotation and subsequent sale of various
public companies, including American Port Services plc, Abacus Recruitment plc
and My Kinda Town plc. In all these cases he also served as a non-executive
director. In the last ten years he has been involved as a principal in a number
of private equity transactions across a range of industries. In addition he
serves as a non-executive director of Elderstreet Downing VCT plc. Mr. Johnson
will share the selection process with Mr. Soukup but he will not be devoting all
of his time to the business of the Company in light of his other business
interests.
JOHN STANISLAS ALBERT RADZIWILL, Non-Executive Director, aged 52
Since November 2000, Mr. Radziwill has been a director of York Energy Ltd., a
Guernsey company quoted on the Ofex market in the UK. Mr. Radziwill was also
until its recent sale to Danzas AG, a director of Air Express International
Corporation, a worldwide transportation and logistics company, and of
Interequity Capital Corporation, a Small Business Investment Corporation (SBIC)
licensed by the United States small business administration (SBA). From 1977 to
1997, Mr. Radziwill was president of Radix Organization Inc., a private US
investment banking firm, and from 1979 until 1995 was president of Radix
Ventures Inc., a US publicly quoted company engaged in international
transportation services. Mr. Radziwill is also a director of Goldcrown Group
Limited, a private UK property investment vehicle.
<PAGE>
JAMES OZANNE, Non-Executive Director, aged 55
Mr. Ozanne has been the principal at Greenrange Partners, which makes early to
late stage venture capital investments and which participates in management
buy-outs since 1996. He is also currently the Vice Chairman and a director of
Financial Security Assurance with which he has been involved since 1989. Until
recently Mr. Ozanne was also Chairman of Source One Mortgage Corporation, an
agency mortgage banker, a position he had held since 1997. Source One Mortgage
was sold to Citi Corp Mortgages on May 1, 1999. Between 1989 to 1996, Mr. Ozanne
was Chairman and CEO of the company now known as Nations Financial. Nations
Financial was formed in 1993 with the acquisition of the financial services
business of US West of which Mr. Ozanne was Chairman and CEO, a position which
he had held in the enlarged company. Mr. Ozanne was the CEO of North American
Car Corporation between 1975 and 1983. North American Car Corporation was sold
to GE Capital in 1983, whereupon he was employed by GE Capital. Mr. Ozanne was
employed by GE Capital until 1989, eventually becoming Executive Vice President
with responsibility for consumer finance units and asset management strategy.
CHRISTOPHER MILLS, Non-Executive Director, aged 47
Mr. Mills has been a Chief Investment Officer of J O Hambro Capital Management
Ltd ("J O Hambro") since 1983. He is also a Chief Executive of North Atlantic
Smaller Companies Investment Trust plc ("NASCIT") and American Opportunities
Trust plc ("AOT", both NASCIT and AOT are investment trusts listed in the United
Kingdom). Prior to joining J O Hambro, Mr. Mills worked for Samuel Montagu
Limited, Montagu Investment Management Ltd and its successor company, Invesco
MIM. At Invesco MIM, Mr. Mills served as a director and Head of North American
Investments and North American Venture Capital.
PETER MELHADO, Non-Executive Director, aged 42
Mr. Melhado is the General Partner of Polaris Partners, L.P., an investment
partnership he co-found in 1989. Prior to forming Polaris Partners, L.P., Mr.
Melhado was a partner at Orson Munn & Co. and Chief Investment Officer of
Horsburgh Carlson Investment Management, [both of which are U.S. investment
management firms]. Mr. Melhado is also the President of Iroquis Avenue
Foundation, a [U.S.] charitable Trust.
