SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
(Final)
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Spreckels Industries, Inc.
(Name of Issuer)
Class A Common Stock, $.01 par value
(Title of Class of Securities)
8494163
(CUSIP Number)
David P. Levin, Esq.
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
919 Third Avenue
New York, New York 10022
(212) 715-9100
(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 this statement: |_|
Page 1 of 6 pages
<PAGE>
SCHEDULE 13D
CUSIP No. 8494163 Page 2 of 6 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SCOGGIN CAPITAL MANAGEMENT, L.P.
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
WC, OO (See Item 3)
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
233,333 (See Item 5)
NUMBER -------------------------------------------------
OF 8) SHARED VOTING POWER
SHARES Not Applicable
BENEFICIALLY -------------------------------------------------
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 233,333 (See Item 5)
REPORTING -------------------------------------------------
PERSON 10) SHARED DISPOSITIVE POWER
WITH Not Applicable
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
233,333 (See Item 5)
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
PN
- ----------------------------------------------------------------
<PAGE>
Amendment No. 1 (Final) to Schedule 13D
---------------------------------------
This Statement amends the Schedule 13D, dated December 8, 1995
(the "Schedule 13D"), filed by Scoggin Capital Management, L.P. ("Scoggin") with
respect to the Class A Common Stock, $.01 par value (the "Common A Stock") of
Spreckels Industries, Inc., a Delaware corporation (the "Company").
Notwithstanding this Amendment No. 1, the Schedule 13D speaks as of its date.
Capitalized terms used without definition have the meanings ascribed to them in
the Schedule 13D.
I. Item 3 of the Schedule 13D, "Source and Amount of Funds or
Other Consideration," is amended by adding the following:
"Between December 1995 and August 1996, Scoggin acquired
72,000 shares of Common A Stock for aggregate consideration of $976,175. In
April 1996, Scoggin acquired Warrants to purchase 30,000 shares for aggregate
consideration of $193,650. The cost of such shares and Warrants was funded out
of Scoggin's working capital which may, at any given time, include margin loans
made by brokerage firms in the ordinary course of business. In addition, between
December 1995 and July 1996, 24,000 shares of Common A Stock were acquired for
aggregate consideration of $362,478. The cost of such shares was funded out of
cash in managed customer accounts of Scoggin."
II. Item 5 of the Schedule 13D, "Interest in Securities of the
Issuer," is amended and restated as follows:
"(a) Scoggin beneficially owns an aggregate of 233,333 shares
of Common A Stock, representing approximately 3.7% of the shares of Common A
Stock.1 Such shares consist of 193,683 shares issuable upon the exercise of
Warrants to acquire shares of Common A Stock owned by Scoggin, and 29,650 shares
issuable upon the exercise of Warrants to acquire shares of Common A Stock held
in managed customer accounts. (See Items 5(d) and 6)
(b) Subject to the following two sentences, Scoggin has sole
power to vote and dispose of Common A Stock beneficially owned by it. By reason
of its position as general partner of Scoggin, S&E Partners may be deemed to
possess the power to vote and dispose of the shares of Common A Stock
beneficially owned by Scoggin. By reason of its position as general partner of
S&E, Scoggin Inc. may be deemed to possess the power to vote and dispose of the
shares of Common A Stock beneficially owned by Scoggin and S&E Partners.
- --------
1 Based upon 6,006,362 shares of Common A Stock reported by the Company
to be outstanding as of May 17, 1996 in its Quarterly Report on Form
10-Q for the quarter ended March 31, 1996.
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<PAGE>
(c) Except as set forth on Schedule II annexed hereto, Scoggin
has not effected any transactions in the Common A Stock during the past 60 days.
(d) The right to receive and the power to direct the receipt
of dividends from, and the proceeds from the sales of 9,150 shares of Common A
Stock reported beneficially owned by Scoggin, issuable upon exercise of Warrants
to acquire such shares, is possessed by Scoggin International Fund, Ltd.
(formerly UBZ Diversified Strategies Fund, Ltd.), a customer for whom Scoggin
maintains a managed account. (See Item 6) The right to receive and the power to
direct the receipt of dividends from, and the proceeds from the sales of 20,500
shares of Common A Stock reported beneficially owned by Scoggin, issuable upon
exercise of Warrants to acquire such shares, is possessed by Rembrandt Partners
LP (formerly Centennial Partners I, LP), a customer for whom Scoggin maintains a
managed account. (See Item 6)
(e) Scoggin ceased to be the beneficial owner of more than 5% of the Common
A Stock on August 26, 1996. Accordingly, Scoggin no longer has a reporting
obligation under Section 13(d) of the Securities Exchange Act, and Scoggin
intends not to further amend its report on Schedule 13D to reflect changes in
the facts set forth herein that may occur after the date hereof."
III. Item 6 of the Schedule 13D, "Contracts, Arrangements,
Understandings or Relationships with Respect to Securities
of the Issuer," is amended by adding the following:
"In April 1996, Scoggin purchased additional A-1 Warrants to
acquire 30,000 shares of Common A Stock."
4
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth in
this Statement is true, complete and correct.
Dated: September 5, 1996
SCOGGIN CAPITAL MANAGEMENT, L.P.
By: Craig Effron, as President of
Scoggin Inc., the general
partner of S&E Partners L.P.,
the general partner of Scoggin
Capital Management, L.P.
/s/ Craig Effron
------------------------
Name: Craig Effron
5
<PAGE>
SCHEDULE II
TRANSACTIONS IN COMMON A STOCK OF
SPRECKELS INDUSTRIES, INC.
DURING THE PRECEDING 60 DAYS
<TABLE>
<CAPTION>
Type of Number of Price per Ticket Total Cost/
Transaction Date Shares Share Charge Net Proceeds
- ----------- ---- ------ ----- ------ ------------
<S> <C> <C> <C> <C> <C>
Buy 7/01/96 7,500 $15.50 $12.50 $ 116,332
Sell 7/01/96 7,500 15.50 12.50 116,237
Buy 7/16/96 2,000 15.0625 12.50 30,137
Buy 7/18/96 5,000 15.50 12.50 77,512
Buy 8/02/96 5,000 18.75 12.50 93,762
Sell 8/26/96 202,000 23.571 37.50 4,761,304
</TABLE>
All such transactions were conducted on the open market.
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