UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 1
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
101 Federal Street
Boston, Massachusetts 02110
(617) 345-9800
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
May 15, 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).
<PAGE>
SCHEDULE 13D
CUSIP NO. 849416-20-1 PAGE 1 OF 18 PAGES
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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) [X]
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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 590,836
Shares ___________________________________________________________
Beneficially 8 Shared Voting Power 0
Owned by ___________________________________________________________
Each 9 Sole Dispositive Power 590,836
Reporting ___________________________________________________________
Person With 10 Shared Dispositive Power 0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 590,836
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
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13 Percent of Class Represented by Amount in Row (11) 9.3%
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14 Type of Reporting Person* PN
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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.
<PAGE>
SCHEDULE 13D
CUSIP NO. 849416-20-1 PAGE 2 OF 18 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) [X]
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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 590,836
Owned by ___________________________________________________________
Each 9 Sole Dispositive Power 0
Reporting ___________________________________________________________
Person With 10 Shared Dispositive Power 590,836
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person 590,836*
*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* [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 9.3%
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14 Type of Reporting Person* PN
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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.
<PAGE>
SCHEDULE 13D
CUSIP NO. 849416-20-1 PAGE 3 OF 18 PAGES
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Metropolitan Capital Advisors, Inc.
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2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [X]
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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 61,897
Shares ___________________________________________________________
Beneficially 8 Shared Voting Power 590,836
Owned by ___________________________________________________________
Each 9 Sole Dispositive Power 61,897
Reporting ___________________________________________________________
Person With 10 Shared Dispositive Power 590,836
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 652,733
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
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13 Percent of Class Represented by Amount in Row (11) 10.3%
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14 Type of Reporting Person* CO
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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.
<PAGE>
SCHEDULE 13D
CUSIP NO. 849416-20-1 PAGE 4 OF 18 PAGES
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person Jeffrey Schwarz
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [X]
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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 652,733
Owned by ___________________________________________________________
Each 9 Sole Dispositive Power 0
Reporting ___________________________________________________________
Person With 10 Shared Dispositive Power 652,733
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 652,733
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
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13 Percent of Class Represented by Amount in Row (11) 10.3%
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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.
<PAGE>
SCHEDULE 13D
CUSIP NO. 849416-20-1 PAGE 5 OF 18 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) [X]
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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 652,733
Owned by ___________________________________________________________
Each 9 Sole Dispositive Power 0
Reporting ___________________________________________________________
Person With 10 Shared Dispositive Power 652,733
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 652,733
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
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13 Percent of Class Represented by Amount in Row (11) 10.3%
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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.
<PAGE>
SCHEDULE 13D
CUSIP NO. 849416-20-1 PAGE 6 OF 18 PAGES
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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) [X]
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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 8,000
Shares ___________________________________________________________
Beneficially 8 Shared Voting Power 0
Owned by ___________________________________________________________
Each 9 Sole Dispositive Power 8,000
Reporting ___________________________________________________________
Person With 10 Shared Dispositive Power 0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 8,000
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
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13 Percent of Class Represented by Amount in Row (11) 0.13%
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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.
<PAGE>
CUSIP NO. 849416-20-1 PAGE 7 OF 18 PAGES
THIS AMENDMENT NO. 1 RELATES TO THE SCHEDULE 13D ORIGINALLY FILED WITH THE
COMMISSION ON NOVEMBER 30, 1995 JOINTLY ON BEHALF OF BEDFORD FALLS INVESTORS,
L.P. AND CERTAIN OTHER REPORTING PERSONS. THE TEXT OF ITEMS 4, 5 AND 7 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.
ITEM 4. PURPOSE OF THE TRANSACTION
The information set forth below supplements the information previously
set forth in Item 4.
The Reporting Persons and their representatives have notified the
Issuer of their intention to nominate candidates to stand for election as a
Board majority at the Issuer's next stockholders meeting, and to submit to
shareholders a proposal to pursue a sale or merger of the Issuer as a means of
maximizing the value of the Issuer. By letter dated May 16, 1996 (Exhibit E),
legal counsel to the Reporting Persons has requested that the Issuer determine
and advise the Reporting Persons of the timing and other requirements for such
Director nominations and shareholder proposals. The Reporting Persons have not
determined the number or identity of the persons who would be so nominated and
do not currently expect to do so until after the Issuer determines the time by
which such nominations must be submitted.
The Reporting Persons have also, by letter dated May 16, 1996 (Exhibit
F) advised the Issuer that, based upon discussions with potential acquirers and
others, the Reporting Persons believe that a sale or merger of the Issuer at the
present time would be in the best interest of shareholders.
The Reporting Persons intend to continue discussions with potential
acquirers of the Issuer, stockholders of the Issuer and other persons in order
to determine the alternatives and values which may be available to stockholders
and to evaluate its investment in the Issuer.
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) Intentionally omitted.
(ii) Intentionally omitted.
(iii)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 in the Managed Accounts pursuant to the terms of
certain investment advisory agreements between it and each of the
Managed Accounts. Thus, by virtue of its discretionary trading
authority over assets held in the Managed Accounts, Metropolitan
Capital Advisors, Inc. may be deemed the beneficial owner of
61,897 shares of Common Stock of the Issuer held by the Managed
Accounts, 31,097 of which may be acquired upon exercise of
currently exercisable Warrants and 30,800 of which have been
acquired directly in open market transactions.
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 the 590,836 shares of Common Stock of the
Issuer
<PAGE>
CUSIP NO. 849416-20-1 PAGE 8 OF 18 PAGES
beneficially owned by such partnership. Accordingly, Metropolitan
Capital Advisors, Inc. may be deemed the beneficial owner of an
aggregate 652,733 shares representing 10.3% of the Common Stock of
the Issuer which would be outstanding following the exercise of
the Warrants beneficially owned thereby.
(iv) Jeffrey Schwarz may be deemed the beneficial owner of 652,733
shares (10.3%) of the Common Stock of the Issuer 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.
(v) Karen Finerman may be deemed the beneficial owner of 652,733
shares (10.3%) of the Common Stock of the Issuer 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.
(vi) Intentionally omitted.
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
6,006,374 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 December 31,
1995.
(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. Accordingly, Jeffrey Schwarz and Karen Finerman may be deemed to
each have shared voting and dispositive power over 590,836 shares of the Common
Stock of the Issuer beneficially owned by the Partnership.
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 the 61,897 shares of the Common Stock
beneficially owned by the Managed Accounts. Pursuant to written agreements
governing the Managed Accounts, such power is sole with respect to all of such
shares.
Robert F. Lietzow has sole voting and dispositive power over
the 8,000 shares of common stock beneficially owned by him.
(c) No transactions in the class of Securities reported on herein have
been effected by any of the Reporting Persons in the past sixty (60) days.
(d) Not Applicable.
(e) Not Applicable.
<PAGE>
CUSIP NO. 849416-20-1 PAGE 9 OF 18 PAGES
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibits A-D. -- Incorporated by reference to the Schedule 13D originally filed
with the Commission on November 30, 1995
Exhibit E. -- Letter to Issuer from Lane Altman & Owens LLP, counsel to
Metropolitan Capital Advisors, Inc., dated May 16, 1996
Exhibit F. -- Letter to Issuer from Metropolitan Capital Advisors, Inc. dated
May 16, 1996
<PAGE>
CUSIP NO. 849416-20-1 PAGE 10 OF 18 PAGES
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: May 15, 1996
<PAGE>
CUSIP NO. 849416-20-1 PAGE 11 OF 18 PAGES
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: May 15, 1996
<PAGE>
CUSIP NO. 849416-20-1 PAGE 12 OF 18 PAGES
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: May 15, 1996
<PAGE>
CUSIP NO. 849416-20-1 PAGE 13 OF 18 PAGES
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: May 15, 1996
<PAGE>
CUSIP NO. 849416-20-1 PAGE 14 OF 18 PAGES
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: May 15, 1996
<PAGE>
CUSIP NO. 849416-20-1 PAGE 15 OF 18 PAGES
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: May 15, 1996
<PAGE>
CUSIP NO. 849416-20-1 PAGE 16 OF 18 PAGES
EXHIBIT E
[Letterhead of Lane Altman & Owens LLP]
May 16, 1996
Michael L. Sarina
General Counsel and Secretary
Yale International, Inc.
1 Morrocroft Centre
6805 Morrison Boulevard
Suite 450
Charlotte, NC 28211
Dear Mr. Sarina:
I am writing on behalf of Bedford Falls Investors, L.P. ("Bedford
Falls"), a stockholder of Yale International, Inc. (the "Company"). Please be
advised that it is Bedford Falls' current intention to submit a list of nominees
for election as the majority of the Company's Board of Directors at the next
meeting of stockholders, and to submit for shareholder consideration a proposal
to pursue the sale of the Company. We are writing to obtain the Company's
position as to the requirements that the Company seeks to impose upon director
nominations, calls for special meetings and on the submission of shareholder
proposals.
As evidenced by disagreements between the Company and another
stockholder in 1995, there is some uncertainty regarding the requirements and
deadlines of the Company's Certificate of Incorporation and By-laws as
respecting the submission of director nominations. In addition, the Company's
filings with the Securities and Exchange Commission refer to two, significantly
different sets of By-laws as being currently in effect. The Company's 1995 10-K
reports as in effect a set of By-laws which, among other matters, allows
shareholders to call special meetings (the "1995 By-laws"). A set of By-laws
earlier filed with a Form 10-Q for the period ended December 31 ,1994 did not
have such right (the "1994 By-laws").
Accordingly, based upon the Company's most recent SEC filings, it would
appear to public stockholders that they have the right to call a special
meeting. If the Company's position is that this is not the case, please notify
us as soon as possible as to the reasons and as to the By-law provisions which
the Company considers to be in effect at this time. If the Company's position is
that the 1994 By-laws are currently in effect, we nevertheless believe that
substantial uncertainties still exist which must be addressed.
For example, Section 2.8 of the 1994 By-laws appears to provide that a
shareholder proposal must be submitted (x) within the time constraints imposed
by federal securities law (June 5, 1996 for this year's meeting), and (y) no
less than sixty (60) but no more than seventy-five (75) days prior to the date
of meeting. Such requirements establish incompatible time deadlines unless the
Company's meeting were to be held between August 4, 1996 and August 19, 1996.
Also, Section 2.9 of the 1994 By-laws requires that director
nominations must be delivered no less than sixty (60) days in advance of a
meeting. Since the By-laws (x) do not provide a date certain for such meeting,
and (y) provide that the Company may give notice less than sixty (60) days
before the
<PAGE>
CUSIP NO. 849416-20-1 PAGE 17 OF 18 PAGES
meeting, it is possible that a stockholder will not be able to ascertain the
deadline for director nominations until it has passed.
Accordingly, to avoid uncertainty in these and related issues, we
hereby request clarification of the director nomination, special meeting and
shareholder proposal requirements, including the following:
(a) The planned date for the next Stockholder Meeting of the
Company, or the process by which the date of that Meeting will
be determined (including the earliest and latest date such
Meeting may be held);
(b) The earliest and latest actual date in 1996 on which stockholder
nominations for Directors may be submitted, or if such dates are
variable, the process by which such dates will be determined and
how a stockholder will be made aware of those dates;
(c) The earliest and latest actual date in 1996 on which a
shareholder proposal may be submitted for consideration at the
next meeting of stockholders, or if such dates are variable, the
process by which such dates will be determined and how
stockholders will be made aware of such dates;
(d) Any requirements for the form of Director nominations or
shareholder proposals;
(e) Confirmation that the June 5, 1996 shareholder proposal deadline
(disclosed in last year's Proxy Statement) is a deadline solely
for purposes of determining whether such proposal is to be
included in the Company's proxy material under Rule 14a-8 and
not a deadline imposed on shareholder proposals for purposes of
bringing action before the meeting;
(f) The number of directors to be elected at the next Stockholders
Meeting and the manner of establishing such number. (Please note
the ambiguity between 1994 By-law Section 3.1 and Article FIFTH
of the Certificate of Incorporation.); and
(g) Whether shareholders may call a special meeting, and if so, what
percentage is necessary and the necessary procedure.
As mentioned above, it is the current intention of Bedford Falls to
submit both Director nominations and a shareholder proposal, and we are
requesting this information to ensure that we are able to timely and properly do
so. Accordingly, any information which is pertinent to our ability to do so is
hereby requested, whether or not it is specifically requested above.
Since the Company has publicly announced a deadline of June 5, 1996 for
shareholder proposals to be included in the Company's proxy material, we request
that you provide the above-described information not later than May 24, 1996, in
order to give Bedford Falls adequate time to submit any shareholder proposal
within the required time.
In the event you have any questions about the information we seek, or
need to discuss these issues, please contact the undersigned. We look forward to
resolving any ambiguities, so that the shareholder governance process can
proceed without unnecessary distraction.
Very truly yours,
Joseph F. Mazzella
<PAGE>
CUSIP NO. 849416-20-1 PAGE 18 OF 18 PAGES
EXHIBIT F
[Letterhead of Metrpolitan Capital Advisors, Inc.]
May 16, 1996
Mr. Gary Tessitore
Chief Executive Officer/President
Yale International, Inc.
One Morrocroft Centre
6805 Morrison Blvd.
Suite 450
Charlotte, NC 28211
Dear Gary:
Bedford Falls Investors, LP ("Bedford Falls") is today amending its SEC
Schedule 13D filing to reflect a change in the Partnership's intent with regard
to its holdings in Yale International, Inc. ("Yale"). Bedford Falls intends to
seek control of the Board of Directors of Yale at the Company's next
shareholders' meeting. This will facilitate the maximization of the value of
Yale stockholders' investment which we believe can best be effected through the
sale of the Company.
The materials handling business is increasingly being dominated by
large, well-capitalized, multinational companies. Operationally, these companies
are focusing on broadening their reach, both geographically (especially into
higher growth emerging markets) and in terms of product offerings. Their
financial strength gives them the ability to aggressively pursue acquisitions,
while retaining the flexibility in their balance sheets to withstand the
economic downturn that will one day arrive in any cyclical business. Bedford
Falls believes that this situation presents shareholders of Yale with an
interesting dichotomy. Due to the high prices currently being paid by
well-financed strategic buyers, it is highly unlikely that Yale could
successfully implement a financially advantageous growth strategy. At the same
time, Yale is well positioned to capitalize on the demand from these acquirers
for companies with strong market shares in niche product lines. In fact, based
upon discussions Bedford Falls has had with potential buyers, now that the sugar
business has been sold, we believe that there would be significant interest in
the Company from potential acquirers and therefore it is in the best interest of
Yale shareholders to seek a buyer for the Company now.
Toward that end, it is the present intention of Bedford Falls to
nominate a slate of directors for election at the next meeting of Yale
shareholders. This slate would be committed to the near-term maximization of the
value of Yale stock. In addition, at the meeting we intend to submit for
shareholder consideration a proposal to pursue the sale of the Company. Attached
you will find a copy of the letter sent today by our counsel, Joseph Mazzella,
to Michael L. Sarina, Yale's Corporate Secretary, requesting clarification of
certain Charter and By-law provisions dealing with director nominations and
shareholder proposals. We would appreciate your assistance as this clarification
will foster the shareholders of Yale having the opportunity to decide the future
direction of their Company at the next shareholders' meeting.
Yours truly,
Jeffrey E. Schwarz
