UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 3
SPRECKELS INDUSTRIES, INC.
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(Name of Issuer)
Class A Common Stock, $0.01 Par Value
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(Title of Class of Securities)
849416-20-1
---------------------------------------------
(CUSIP Number)
Jeffrey Schwarz
Metropolitan Capital Advisors, Inc.
660 Madison Avenue
20th Floor
New York, NY 10021
(212) 486-8100
-with copies to-
Joseph F. Mazzella, Esq.
Lane Altman & Owens LLP
101 Federal Street
Boston, Massachusetts 02110
(617) 345-9800
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 26, 1996
------------------------------------------------------
(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 13-d(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).
SCHEDULE 13D
CUSIP NO. 849416-20-1 PAGE 2 OF 16 PAGES
-------------------------- ------- --------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person Bedford Falls
Investors, L.P.
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2 Check the Appropriate Box if a Member of a Group* (a) |_|
(b) |_|
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3 SEC Use Only
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4 Source of Funds* WC, OO
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5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items
2(d) or 2(e) |_|
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6 Citizenship or Place of Organization Delaware
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Number of 7 Sole Voting Power 455,636
Shares ___________________________________________________________
Beneficially 8 Shared Voting Power 0
Owned by ___________________________________________________________
Each 9 Sole Dispositive Power 455,636
Reporting ___________________________________________________________
Person With 10 Shared Dispositive Power 0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 455,636
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* |X|
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13 Percent of Class Represented by Amount in Row (11) 7.2%
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14 Type of Reporting Person* PN
*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.
SCHEDULE 13D
CUSIP NO. 849416-20-1 PAGE 3 OF 16 PAGES
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person Metropolitan Capital
Advisors, L.P.
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2 Check the Appropriate Box if a Member of a Group* (a) |_|
(b) |_|
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3 SEC Use Only
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4 Source of Funds* None
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5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items
2(d) or 2(e) |_|
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6 Citizenship or Place of Organization Delaware
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Number of 7 Sole Voting Power 0
Shares ___________________________________________________________
Beneficially 8 Shared Voting Power 455,636
Owned by ___________________________________________________________
Each 9 Sole Dispositive Power 0
Reporting ___________________________________________________________
Person With 10 Shared Dispositive Power 455,636
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 455,636*
*as General Partner of Bedford Falls Investors, L.P.
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* |X|
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13 Percent of Class Represented by Amount in Row (11) 7.2%
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14 Type of Reporting Person* PN
*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.
SCHEDULE 13D
CUSIP NO. 849416-20-1 PAGE 4 OF 16 PAGES
-------------------------- ------- --------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person Metropolitan Capital
Advisors, L.P.
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group* (a) |_|
(b) |_|
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3 SEC Use Only
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4 Source of Funds* None
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5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items
2(d) or 2(e) |_|
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6 Citizenship or Place of Organization Delaware
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Number of 7 Sole Voting Power 42,297
Shares ___________________________________________________________
Beneficially 8 Shared Voting Power 455,636
Owned by ___________________________________________________________
Each 9 Sole Dispositive Power 42,297
Reporting ___________________________________________________________
Person With 10 Shared Dispositive Power 455,636
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 497,933
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* |X|
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13 Percent of Class Represented by Amount in Row (11) 7.9%
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14 Type of Reporting Person* CO
*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.
SCHEDULE 13D
CUSIP NO. 849416-20-1 PAGE 5 OF 16 PAGES
-------------------------- ------- --------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person Jeffrey E. Schwarz
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2 Check the Appropriate Box if a Member of a Group* (a) |_|
(b) |_|
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3 SEC Use Only
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4 Source of Funds* None
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5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items
2(d) or 2(e) |_|
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6 Citizenship or Place of Organization USA
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Number of 7 Sole Voting Power 0
Shares ___________________________________________________________
Beneficially 8 Shared Voting Power 497,933
Owned by ___________________________________________________________
Each 9 Sole Dispositive Power 0
Reporting ___________________________________________________________
Person With 10 Shared Dispositive Power 497,933
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 497,933
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* |X|
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13 Percent of Class Represented by Amount in Row (11) 7.9%
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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.
SCHEDULE 13D
CUSIP NO. 849416-20-1 PAGE 6 OF 16 PAGES
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person Karen Finerman
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2 Check the Appropriate Box if a Member of a Group* (a) |_|
(b) |_|
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3 SEC Use Only
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4 Source of Funds* None
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5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items
2(d) or 2(e) |_|
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6 Citizenship or Place of Organization USA
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Number of 7 Sole Voting Power 0
Shares ___________________________________________________________
Beneficially 8 Shared Voting Power 497,933
Owned by ___________________________________________________________
Each 9 Sole Dispositive Power 0
Reporting ___________________________________________________________
Person With 10 Shared Dispositive Power 497,933
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 497,933
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* |X|
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13 Percent of Class Represented by Amount in Row (11) 7.9%
- --------------------------------------------------------------------------------
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.
SCHEDULE 13D
CUSIP NO. 849416-20-1 PAGE 7 OF 16 PAGES
-------------------------- ------- --------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person Robert F. Lietzow, Jr.
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2 Check the Appropriate Box if a Member of a Group* (a) |_|
(b) |_|
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3 SEC Use Only
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4 Source of Funds* PF
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5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items
2(d) or 2(e) |_|
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6 Citizenship or Place of Organization USA
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Number of 7 Sole Voting Power 7,000
Shares ___________________________________________________________
Beneficially 8 Shared Voting Power 0
Owned by ___________________________________________________________
Each 9 Sole Dispositive Power 7,000
Reporting ___________________________________________________________
Person With 10 Shared Dispositive Power 0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 7,000
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* |X|
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13 Percent of Class Represented by Amount in Row (11) 0.1%
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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.
CUSIP NO. 849416-20-1 PAGE 8 OF 16
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THIS AMENDMENT NO. 3 RELATES TO THE SCHEDULE 13D ORIGINALLY FILED WITH THE
COMMISSION ON NOVEMBER 30, 1995 AND AMENDED AS OF MAY 15, 1996 AND JULY 11,
1996, FILED JOINTLY ON BEHALF OF BEDFORD FALLS INVESTORS, L.P. AND CERTAIN OTHER
REPORTING PERSONS. THE TEXT OF ITEMS 4, 5 AND 6 OF SAID SCHEDULE 13D IS AMENDED
AS INDICATED HEREIN. ALL CAPITALIZED TERMS USED HEREIN WITHOUT DEFINITION SHALL
HAVE THE SAME MEANING AS SET FORTH IN SAID SCHEDULE 13D DATED NOVEMBER 30, 1995.
ITEM 4. PURPOSE OF THE TRANSACTION
The information set forth below amends the information previously set
forth in Item 4.
By letter dated June 3, 1996, Bedford Falls Investors, L.P. submitted
to the Issuer a proposal and supporting statement to be considered by
shareholders at the next Stockholders Meeting requesting that the Board of
Directors initiate and complete the steps necessary to achieve a sale of the
Company on terms that will maximize and realize shareholder value as promptly as
possible.
By letter dated July 11, 1996, Bedford Falls Investors, L.P. gave
notice to the Issuer of its intention to nominate six candidates for election at
the Issuer's next stockholder meeting. Such nominations were made for the
purpose of electing a majority of the Company's Board of Directors and with the
further purpose of causing the Company to take steps to more fully explore and
consider all strategic alternatives for maximizing shareholder value, including
extraordinary corporate transactions such as a sale or merger.
On July 19, 1996, American Enterprises Acquisition Corp., a Delaware
corporation, commenced a cash tender offer to purchase all outstanding shares of
Common stock of the Issuer for a price of $16.50 per share. On August 26, 1996,
the Issuer announced that it had entered into a definitive agreement with
Columbus McKinnon Corp. pursuant to which Columbus McKinnon Corp. would acquire
all Common Stock of the Company for a cash price of $24 per share, and would
commence a tender offer for Company Common Stock at such price (the "Columbus
Offer").
On August 28, 1996, Bedford Falls Investors, L.P. gave notice to the
Issuer that it was withdrawing the nominations and shareholder proposal
described above. The Reporting Persons do not have any current intention to
solicit proxies for the election of such nominees, or in favor of such proposal,
or to resubmit such nominations or proposal. Other than as may result from the
Reporting Persons' current intention to sell all Common Stock of the Issuer
through the Columbus Offer or otherwise, the Reporting Persons have no current
proposal regarding the Issuer that would be reportable under this Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The beneficial ownership of each of the Reporting Persons of Common
Stock of the Issuer as of the date hereof is unchanged from that previously set
forth in Item 5, except as follows:
(i) Bedford Falls Investors, on August 26, 1996, sold an aggregate
of 135,200 shares of Common Stock and is currently the owner
of 455,636 shares (7.2%) of Common Stock, 296,236 of which may
be acquired upon exercise of currently exercisable Warrants.
Such shares were sold for prices of $23.62 per share (74,800
shares) and $23.57 per share (60,400 shares). Metropolitan
Capital Advisors, L.P. is the General Partner of Bedford Falls
Investors, L.P., and may be deemed to have shared voting and
dispositive power over the Common Stock described above.
CUSIP NO. 849416-20-1 Page 9 of 16
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(ii) Metropolitan Capital Advisors, Inc. has purchased no shares of
Common Stock of the Issuer solely for its own account;
however, Metropolitan Capital Advisors, Inc. does have voting
and/or dispositive power with respect to all shares of Common
Stock of the Issuer held in a Managed Account pursuant to the
terms of a certain investment advisory agreement between it
and the Managed Account. The Managed Account purchased 6,000
shares of Common Stock on July 11, 1996 at a price of $15.50
per share, and on August 26, 1996, sold an aggregate of 25,600
shares of Common Stock for prices of $23.62 per share (15,200
shares) and $23.57 per share (10,400 shares). Thus, by virtue
of its discretionary trading authority over assets held in the
Managed Account, Metropolitan Capital Advisors, Inc. may be
deemed the beneficial owner of 42,297 shares of Common Stock
of the Issuer held by the Managed Account, 31,097 of which may
be acquired upon exercise of currently exercisable Warrants.
In addition to the above, by reason of its position as General
Partner of Metropolitan Capital Advisors, L.P., Metropolitan
Capital Advisors, Inc. may be deemed to have shared voting and
dispositive power over 455,636 shares of Common Stock of the
Issuer owned by Bedford Falls Investors, L.P., including
296,236 shares which may be acquired upon the exercise of
Warrants. Accordingly, Metropolitan Capital Advisors, Inc. may
be deemed the beneficial owner of an aggregate 497,933 shares
representing 7.9% of the Common Stock of the Issuer.
(iii) Jeffrey Schwarz may be deemed the beneficial owner of 497,933
shares (7.9%) of the Common Stock of the Issuer, of which
327,333 are represented by currently exercisable Warrants, as
a result of his being a director, executive officer and
controlling stockholder of Metropolitan Capital Advisors, Inc.
Jeffrey Schwarz does not beneficially own any shares of Common
Stock of the Issuer other than through such positions.
(iv) Karen Finerman may be deemed the beneficial owner of 497,933
shares (7.9%) of the Common Stock of the Issuer, of which
327,333 are represented by currently exercisable Warrants, as
a result of her being a director and executive officer of
Metropolitan Capital Advisors, Inc. Karen Finerman does not
beneficially own any shares of Common Stock of the Issuer
other than through such positions.
(v) Robert F. Lietzow, on August 26, 1996 sold 1,000 shares of
Issuer Common Stock for a price of $23.62 per share and now is
the owner of 7,000 shares of Common Stock.
The number of shares beneficially owned and the percentage of
outstanding shares represented thereby, for each of the Reporting Persons, have
been computed in accordance with Rule 13d-3 under the Securities Exchange Act of
1934, as amended. The percentages of ownership described above are based on the
outstanding shares of Class A Common Stock of the Issuer reported in the
Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996.
(b) Bedford Falls Investors, L.P. (the "Partnership") has the sole power to
vote or to dispose of or to direct the voting or to direct the disposition of
the Common Stock of the Issuer beneficially owned by it. Such voting and
dispositive power may be exercised on behalf of Bedford Falls Investors, L.P. by
its General Partner, Metropolitan Capital Advisors, L.P., which acts through its
corporate general partner, Metropolitan Capital Advisors, Inc. Jeffrey Schwarz
and Karen Finerman are the sole directors, officers and, with respect to Mr.
Schwarz, controlling stockholder of Metropolitan Capital Advisors, Inc.
By virtue of their positions with Metropolitan Capital Advisors, Inc.,
Jeffrey Schwarz and Karen Finerman each may be deemed to have voting and
dispositive power over shares of the Common Stock beneficially owned by a
CUSIP NO. 849416-20-1 Page 10 of 16
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Managed Account. Pursuant to a written agreement governing the Managed Account,
such power is sole with respect to all of such shares.
Robert F. Lietzow has sole voting and dispositive power over the 7,000
shares of common stock beneficially owned by him.
(c) Except as set forth below, the following are all transactions in
the class of Securities reported on herein effected by any of the Reporting
Persons in the past sixty (60) days.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SECURITIES OF THE ISSUER.
As described in Item 4 above, Bedford Falls Investors, L.P. has withdrawn
its nomination of candidates for election to the Issuer's Board of Directors
and, therefore, has no current agreement with any other person to act together
to influence control over the Issuer, or otherwise form a "group" for purposes
of Section 13(d) under the Securities and Exchange Act of 1934, and the rules
thereunder.
CUSIP NO. 849416-20-1 page 11 of 16
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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.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
BEDFORD FALLS INVESTORS, L.P.
By: Metropolitan Capital Advisors, L.P.
Its Sole General Partner
By: Metropolitan Capital Advisors, Inc.
Its Sole General Partner
By: /s/ Karen Finerman
---------------------------------
Karen Finerman, President
Dated as of: August 29, 1996
CUSIP NO. 849416-20-1 Page 12 of 16
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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.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
METROPOLITAN CAPITAL ADVISORS, L.P.
By: Metropolitan Capital Advisors, Inc.
By: /s/ Karen Finerman
-------------------------------------
Karen Finerman, President
Dated as of: August 29, 1996
CUSIP NO. 849416-20-1 Page 13 of 16
----------------- -------- -----
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.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
METROPOLITAN CAPITAL ADVISORS, INC.
By: /s/ Karen Finerman
-------------------------------------
Karen Finerman, President
Dated as of: August 29, 1996
CUSIP NO. 849416-20-1 Page 14 of 16
----------------- -------- -----
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.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
/s/ Jeffrey Schwarz
------------------------------
Jeffrey Schwarz
Dated as of: August 29, 1996
CUSIP NO. 849416-20-1 Page 15 of 16
----------------- -------- -----
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.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
/s/ Karen Finerman
--------------------------------
Karen Finerman
Dated as of: August 29, 1996
CUSIP NO. 849416-20-1 Page 16 of 16
----------------- -------- -----
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.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
/s/ Robert F. Lietzow, Jr.
--------------------------------
Robert F. Lietzow, Jr.
Dated as of: August 29, 1996
