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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 14 )*
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THE WESTWOOD GROUP, INC.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
961754 10 8
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(CUSIP Number)
Francis J. Feeney, Jr.
Hutchins, Wheeler & Dittmar
101 Federal Street, Boston, MA 02110 (617-951-6906)
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 24, 1995
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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 this 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 13d-1(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 the
disclosures provided in a prior cover page.
The information required in 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).
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CUSIP NO. 961754 10 8 13D PAGE 2 OF 7 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles F. Sarkis
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
PF, 00
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
USA
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SOLE VOTING POWER
7
NUMBER OF 879,616
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
- 0 -
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 879,616
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
- 0 -
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
879,616
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13
71.9%
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TYPE OF REPORTING PERSON*
14
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 3 of 7
This Statement further amends and supplements the Statement on Schedule
13D, as previously amended, filed by Charles F. Sarkis with respect to the
Common Stock, par value $.01 per share of The Westwood Group, Inc., a Delaware
corporation (the "Issuer").
ITEM 1. Security and Issuer:
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Item 1 is hereby amended by striking out the present language thereof and
inserting in lieu thereof the following new language:
This statement relates to shares of common stock, $.01 par value per share
("Common Stock"), of the Issuer. The Issuer's principal executive offices are
located at 190 Veterans of Foreign Wars Parkway, Revere, Massachusetts 02151.
ITEM 2. Identity and Background:
-----------------------
Item 2 is hereby amended by striking out the present language thereof and
inserting in lieu thereof the following new language:
This statement is filed on behalf of Charles F. Sarkis. Mr. Sarkis is
Chairman of the Issuer and also Chairman, President and Chief Executive Officer
of Back Bay Restaurant Group, Inc., a restaurant holding company with a business
address of 284 Newbury Street, Boston, Massachusetts 02115.
Mr. Sarkis has not been convicted in a criminal proceeding during the past
five years (excluding traffic violations and similar misdemeanors), nor has Mr.
Sarkis been party to a civil proceeding of a judicial or administrative body of
competent jurisdiction during the past five years as a result of which he was or
is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Mr. Sarkis is a citizen of the United States.
ITEM 3. Source and Amount of Funds or Other Consideration:
-------------------------------------------------
Item 3 is hereby amended by striking out the present language thereof and
inserting in lieu thereof the following new language:
On October 9, 1992, the Board of Directors of the Issuer authorized the
grant of an option to Mr. Sarkis to purchase 75,000 shares of Common Stock of
the Issuer at an exercise price of $3.00 per share, and Mr. Sarkis entered into
a Non-Qualified Stock Option Agreement with the Issuer effective as of October
24, 1995 in respect of such option. As of the date hereof, such option is fully
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Page 4 of 7
exercisable. It is presently anticipated that the source of funds that would be
used to purchase shares of Common Stock in the event Mr. Sarkis exercises all or
part of such option would be his personal funds.
ITEM 4. Purpose of Transaction:
----------------------
Item 4 is hereby amended by striking out the present language thereof and
inserting in lieu thereof the following new language:
The Board of Directors of the Issuer grants options to individual Directors
for the purpose of providing its Directors with a proprietary interest in the
Issuer, thereby giving them additional incentives and helping to assure
continued service.
Mr. Sarkis does not presently have any plans or proposals which would
result in: (a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a
material amount of assets of the Issuer or any of its subsidiaries; (d) any
change in the present board of directors or management of the Issuer, including
any plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board; (e) any material change in the present
capitalization or dividend policy of the Issuer; (f) any other material change
in the Issuer's business or corporate structure; (g) any change in the Issuer's
charter, bylaws or instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any person; (h) causing a
class of securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (i) a class of equity
securities of the Issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of
those enumerated above.
ITEM 5. Interest in Securities of the Issuer:
------------------------------------
Item 5 is hereby amended by striking out the present language thereof and
inserting in lieu thereof the following new language:
(a) On April 1, 1991, 4,367 shares of Class B Common Stock held of record
by Mr. Sarkis as custodian for Patrick J. Sarkis under the Massachusetts Uniform
Transfers to Minors Act ("MUTMA") were transferred to be held of record by
Patrick J. Sarkis individually.
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Page 5 of 7
On April 1, 1991, 6,509 shares of Class B Common Stock held of record by
Mr. Sarkis as custodian for Amy L. Sarkis under MUTMA were transferred to be
held of record by Amy L. Sarkis individually.
Mr. Sarkis disclaims beneficial ownership of the 16,109 shares of Class B
Common Stock which are held of record by him as custodian for Sarah J. Sarkis
under MUTMA, as Sarah J. Sarkis is no longer a minor.
Mr. Sarkis no longer beneficially owns 60,000 shares of Common Stock which
were subject to options granted pursuant to the Company's 1982 Non-Qualified
Stock Option Plan or 1984 Incentive Stock Option Plan, as those options expired
unexercised on December 31, 1990.
On December 21, 1990, Mr. Sarkis transferred 2,142 shares of Class B Common
Stock to each of his six children, Charles F. Sarkis, Jr., Nancy Sarkis
Corcoran, A. Paul Sarkis, Patrick J. Sarkis, Amy L. Sarkis, and Sarah J. Sarkis
(totaling 12,852 shares).
On December 30, 1991, Mr. Sarkis transferred 3,000 shares of Class B Common
Stock to each of his six children, Charles F. Sarkis, Jr., Nancy Sarkis
Corcoran, A. Paul Sarkis, Patrick J. Sarkis, Amy L. Sarkis, and Sarah J. Sarkis
(totaling 18,000 shares).
On January 10, 1992, Mr. Sarkis transferred 3,000 shares of Class B Common
Stock to each of his six children, Charles F. Sarkis, Jr., Nancy Sarkis
Corcoran, A. Paul Sarkis, Patrick J. Sarkis, Amy L. Sarkis, and Sarah J. Sarkis
(totaling 18,000 shares).
On March 12, 1992, as sole director and stockholder of Boraschi Cafe, Inc.,
Mr. Sarkis transferred 20,723 shares of Class B Common Stock held of record by
that entity to be held of record by Mr. Sarkis individually.
On October 13, 1992, Mr. Sarkis transferred 3,600 shares of Class B Common
Stock to each of his six children, Charles F. Sarkis, Jr., Nancy Sarkis
Corcoran, A. Paul Sarkis, Patrick J. Sarkis, Amy L. Sarkis, and Sarah J. Sarkis
(totaling 21,600 shares).
As a result of the foregoing transfers, Mr. Sarkis beneficially owns
797,404 shares of Class B Common Stock held of record by him. In addition, Mr.
Sarkis has the right to acquire 75,000 shares of Common Stock upon the exercise
of options as described in Item 3. As the sole director and stockholder of
Sarkis Management Corporation, Mr. Sarkis also beneficially owns 7,212 shares of
Class B Common Stock which are held of record by that entity. Because the Class
B Common Stock is at all times convertible into Common Stock (on a one-for-one
basis), as a
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Page 6 of 7
result of his beneficial ownership of the shares of Class B Common Stock
described above, Mr. Sarkis beneficially owns an aggregate of 879,616 shares of
Common Stock, constituting approximately 71.9% of the shares of Common Stock
outstanding (based on the number of shares outstanding as contained in the most
recently available filing with the Commission by the Issuer and including the
75,000 shares of Common Stock issuable upon exercise of such options pursuant to
Rule 13d-3(d)(1) promulgated under the Securities Exchange Act of 1934, as
amended).
(b) Mr. Sarkis has sole power to vote or direct the voting and dispose or
direct the disposition of all of the shares described in Item 5(a).
(c) Mr. Sarkis entered into a Non-Qualified Stock Option Agreement with the
Issuer effective as of October 24, 1995 as described in Item 3 above.
(d) No person other than those disclosed in this Item is known to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares described in Item 5(a).
(e) Not Applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer:
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Item 6 is hereby amended by striking out the present language thereof and
inserting in lieu thereof the following new language:
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between Mr. Sarkis and any person with respect to any
securities of the Issuer, including but not limited to transfer or voting of any
of the securities, finder's fees, joint ventures, loan or option arrangements,
put or calls, guarantees of profit, division of profits or loss, or the giving
or withholding of proxies, nor are any of the securities pledged or otherwise
subject to a contingency the occurrence of which would give another person
voting power or investment power over such securities.
ITEM 7. Material to Be Filed as Exhibits:
--------------------------------
Item 7 is hereby amended by striking out the present language thereof and
inserting in lieu thereof the following new language:
Not Applicable.
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Page 7 of 7
Signature
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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.
December 22, 1995 /s/ Charles F. Sarkis
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Date Signature
Charles F. Sarkis
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Name
