UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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
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(CUSIP Number)
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)
July 11, 1996
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(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. |X| (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 13 PAGES
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person Lawrence E. Golub
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2 Check the Appropriate Box if a Member of a Group* (a) [X]
(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 United States
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Number of 7 Sole Voting Power 46,667
Shares __________________________________________________
Beneficially 8 Shared Voting Power
Owned by __________________________________________________
Each 9 Sole Dispositive Power 46,667
Reporting __________________________________________________
Person With 10 Shared Dispositive Power
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 46,667
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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) .8%
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14 Type of Reporting Person* IN
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*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 13 PAGES
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person Michael P. Fleischer
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2 Check the Appropriate Box if a Member of a Group* (a) [x]
(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 United States
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Number of 7 Sole Voting Power 5,750
Shares __________________________________________________
Beneficially 8 Shared Voting Power
Owned by __________________________________________________
Each 9 Sole Dispositive Power 5,750
Reporting __________________________________________________
Person With 10 Shared Dispositive Power
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 5,750
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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%
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14 Type of Reporting Person* IN
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*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 13 PAGES
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person Jonathan G. Guss
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2 Check the Appropriate Box if a Member of a Group* (a) [X]
(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 United States
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Number of 7 Sole Voting Power 5,750
Shares __________________________________________________
Beneficially 8 Shared Voting Power
Owned by __________________________________________________
Each 9 Sole Dispositive Power 5,750
Reporting __________________________________________________
Person With 10 Shared Dispositive Power
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 5,750
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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%
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14 Type of Reporting Person* IN
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*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 13 PAGES
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person Joseph F. Mazzella
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2 Check the Appropriate Box if a Member of a Group* (a) [X]
(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 United States
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Number of 7 Sole Voting Power 1,500
Shares __________________________________________________
Beneficially 8 Shared Voting Power
Owned by __________________________________________________
Each 9 Sole Dispositive Power 1,500
Reporting __________________________________________________
Person With 10 Shared Dispositive Power
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,500
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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%
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14 Type of Reporting Person* IN
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*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 6 OF 13
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ITEM 1. SECURITY AND ISSUER
Securities acquired: Class A Common Stock, par value $.01 ("Common Stock")
Issuer: Spreckels Industries, Inc.
Principal Executive Offices: 6805 Morrison Boulevard
Suite 450
One Morrocroft Centre
Charlotte, NC 28211
Certain Common Stock reported as owned by the Reporting Persons herein
are beneficially owned through ownership of currently exercisable warrants to
purchase Common Stock (the "Warrants").
ITEM 2. IDENTITY AND BACKGROUND
This Schedule is being filed jointly by the following reporting persons
(hereinafter sometimes collectively referred to as the "Reporting Persons")
pursuant to an Agreement of Joint Filing attached hereto as Exhibit A.
Information about each of the Reporting Persons, their business addresses and
their principal occupations, is as set forth below.
(i) Lawrence E. Golub is an individual with a business
address of 230 Park Avenue, New York, New York 10169.
Mr. Golub is President of Golub Associates,
Incorporated, a firm that provides private equity
investment management and financial advisory
services.
(ii) Joseph F. Mazzella is an individual with a business
address of 101 Federal Street, Boston, Massachusetts
02110. Mr. Mazzella is a partner in the firm of Lane
Altman & Owens LLP, a law firm in Boston,
Massachusetts.
(iii) Michael P. Fleischer is an individual with a business
address of Active Management Group., 47 Conrad Drive,
Jackson, Tennessee. Mr. Fleischer is Chief Executive
Officer of Active Management Group, Inc. ("AMG"), a
firm that provides turnaround management services and
which has a business address of 1418 So. 5th Street,
Tacoma, Washington 98405.
(iv) Jonathan G. Guss is an individual with a business
address of Active Management Group., 47 Conrad Drive,
Jackson, Tennessee. Mr. Guss is President of Active
Management Group, Inc., a firm that provides
turnaround management services and which has a
business address of 1418 So. 5th Street, Tacoma,
Washington 98405.
Each of the Reporting Persons is a citizen of the United States. No
events have occurred with respect to any of the Reporting Persons which would be
required to be reported under the provisions of parts (d) or (e) of this Item 2.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
Each of the Reporting Persons used personal funds to purchase the
Common Stock of the Issuer, except that Common Stock reported to be owned by Mr.
Lawrence E. Golub hereunder were purchased by an individual retirement account
of which Mr. Golub is the beneficiary and were purchased with assets of such
retirement
CUSIP NO. 849416-20-1 PAGE 7 OF 13
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account. As a result of business relationships between Messrs. Guss and
Fleischer which are unrelated to the Issuer, Mr. Guss temporarily provided to
Mr. Fleischer the funds used to purchase the Common Stock reported herein. No
interest or other charges were due or paid upon repayment of such funds. The
amount of funds used by each of the Reporting Persons to purchase Common Stock,
(or Warrants to purchase Common Stock in the case of Mr. Golub) was as follows:
Lawrence E. Golub ($149,475 to purchase 46,667 Warrants); Joseph F. Mazzella
($23,650); Michael P. Fleischer ($89,200); Jonathan G. Guss ($89,200).
ITEM 4. PURPOSE OF THE TRANSACTION
The Reporting Persons each have agreed with Bedford Falls Investors,
L.P., a Delaware limited partnership ("Bedford LP"), the beneficial owner of
590,836 shares (9.4%) of Common Stock, to serve as nominees for election as
directors of the Issuer with the intent of causing the Issuer to take steps to
maximize shareholder value. On July 11, 1996, Bedford LP nominated the Reporting
Persons to be directors of the Issuer and also nominated Jeffrey E. Schwarz, an
officer and controlling stockholder of an entity which indirectly manages the
investments of Bedford LP, and Robert F. Lietzow, Jr., an employee of such
entity (the Reporting Persons and Messrs. Schwarz and Lietzow sometimes referred
to herein as "Nominees"). Bedford LP and Messrs. Schwarz and Lietzow are
reporting persons on a Schedule 13D originally dated November 30, 1995, and
amended as of May 15, 1996 and July 12, 1996.
The Reporting Persons may be deemed to have formed a group, within the
meaning of Section 13(d) under the Securities Exchange Act of 1934, and the
rules thereunder, for the purpose of changing control of the Issuer by replacing
a majority of the Issuer's Board of Directors and for the further purpose of
causing the Issuer to more fully explore and consummate a sale or merger of the
Issuer, or other extraordinary transaction, which may be determined to be in the
interests of shareholders. Such transaction may include a sale of assets, a
merger, a corporate reorganization or other transaction.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
An individual retirement account of which Mr. Lawrence E. Golub is
beneficiary, is the owner of currently exercisable Warrants to purchase 46,667
shares of Common Stock.
Michael P. Fleischer is the beneficial owner of 5,750 shares of Common
Stock purchased on July 11, 1996, for a price of $15.50 per share.
Jonathan G. Guss is the beneficial owner of 5,750 shares of Common
Stock purchased on July 11, 1996, for a price of $15.50 per share.
Joseph F. Mazzella is the beneficial owner of 1,500 shares of Common
Stock purchased on July 11, 1996, for a price of $15.75 per share.
Each of the Reporting Persons has sole voting and dispositive power
over the Common Stock described above.
Mr. Jeffrey Schwarz, as a result of the relationships described in Item
4 above, and as a result of being a control person of an entity which advises
certain managed brokerage accounts, may be deemed the beneficial owner of an
aggregate of 658,733 shares (10.45%) of Common Stock. Mr. Lietzow is the
beneficial owner of Warrants to purchase 8,000 shares of Common Stock. Each of
the Reporting Persons disclaims beneficial ownership of Common Stock owned by
each of the other Reporting Persons or Nominees, and of any other member of the
group described herein.
CUSIP NO. 849416-20-1 PAGE 8 OF 13
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SECURITIES OF THE ISSUER.
The Reporting Persons, by virtue of their consent given to Bedford LP
to be named as candidates for election to the Issuer's Board of Directors, and
to act together to influence control over the Issuer, may be considered to have
formed a "group" for purposes of Section 13(d) under the Securities and Exchange
Act of 1934, and the rules thereunder. The existence of a group for any purpose,
other than the purposes set forth herein, is disclaimed by the Reporting
Persons. In addition, though no written agreement exists, it is the
understanding among the Nominees and Bedford LP that each will vote shares
beneficially owned by them in support of each and all of the Nominees.
Bedford LP has agreed to indemnify each of the Nominees against all
expenses, costs and other liabilities which may arise as a result of their
serving as candidates for election as Directors of the Issuer. No other
arrangements regarding guarantees of profits, options or similar understandings
have been entered into or exist.
CUSIP NO. 849416-20-1 PAGE 9 OF 13
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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.
/s/ Lawrence E. Golub
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Lawrence E. Golub, Individually
July 19, 1996
Each of the Reporting Persons is certifying as true, complete and correct only
such information as is set forth herein as is applicable to such Reporting
Person.
CUSIP NO. 849416-20-1 PAGE 10 OF 13
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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.
/s/ Michael P. Fleischer
-----------------------------------
Michael P. Fleischer, Individually
July 19, 1996
Each of the Reporting Persons is certifying as true, complete and correct only
such information as is set forth herein as is applicable to such Reporting
Person.
CUSIP NO. 849416-20-1 PAGE 11 OF 13
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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.
/s/ Jonathan G. Guss
-------------------------------
Jonathan G. Guss, Individually
July 19, 1996
Each of the Reporting Persons is certifying as true, complete and correct only
such information as is set forth herein as is applicable to such Reporting
Person.
CUSIP NO. 849416-20-1 PAGE 12 OF 13
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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.
/s/ Joseph F. Mazzella
---------------------------------
Joseph F. Mazzella, Individually
July 19, 1996
Each of the Reporting Persons is certifying as true, complete and correct only
such information as is set forth herein as is applicable to such Reporting
Person.
CUSIP NO. 849416-20-1 PAGE 13 OF 13
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EXHIBIT A
AGREEMENT OF JOINT FILING
SPRECKELS INDUSTRIES, INC.
CLASS A COMMON STOCK, PAR VALUE $0.01
In accordance with Rule 13D-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby confirm the agreement by and among them
to the joint filing on behalf of each of them of a Statement on Schedule 13D,
and any and all amendments thereto, with respect to the above-referenced
securities and that this Agreement be included as an Exhibit to such filing.
This Agreement may be executed in any number of counterparts each of
which shall be deemed to be an original and all of which together shall be
deemed to constitute one and the same Agreement.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement of
this 19th day of July, 1996.
/s/ Lawrence E. Golub /s/ Michael P. Fleischer
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Lawrence E. Golub, Individually Michael P. Fleischer, Individually
/s/ Jonathan G. Guss /s/ Joseph F. Mazzella
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Jonathan G. Guss, Individually Joseph F. Mazzella, Individually
