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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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(Amendment No. 1)
Richton International Corporation
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(Name of Issuer)
Common Stock, par value $.10 765516109
per share
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(Title of class of securities) (CUSIP number)
George H. MacLean, Senior Vice President and General Counsel,
USI American Holdings, Inc.
101 Wood Avenue South, Iselin, New Jersey 08830 (908) 767-0700
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(Name, address and telephone number of person authorized to receive
notices and communications)
June 13, 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 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: When filing this statement in paper format, six copies of this
statement, including exhibits, should be filed with the Commission. See
Rule 13d-1(a) for other parties to whom copies are to be sent.
(Continued on following page(s))
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CUSIP No. 765516109 13D
1 NAME OF REPORTING PERSON: U.S. INDUSTRIES, INC.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF DELAWARE
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 0
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 0
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 765516109 13D
1 NAME OF REPORTING PERSON: USI AMERICAN HOLDINGS, INC.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF DELAWARE
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 0
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 0
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 765516109 13D
1 NAME OF REPORTING PERSON: JACUZZI INC.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF DELAWARE
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 0
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 0
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 765516109 13D
1 NAME OF REPORTING PERSON: JUSI HOLDINGS, INC.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF DELAWARE
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 0
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 0
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0%
14 TYPE OF REPORTING PERSON: CO
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This Statement amends the Statement on Schedule 13D filed
with the Securities and Exchange Commission (the "Commission") by JUSI
Holdings, Inc. ("JUSI"), Jacuzzi Inc. ("Jacuzzi"), USI American
Holdings, Inc. ("USIAH") and U.S. Industries, Inc. ("USI"), with
respect to their beneficial ownership of the common stock, par value
$0.10 per share ("Common Stock"), of Richton International
Corporation, a Delaware corporation (the "Company"). JUSI, Jacuzzi,
USIAH and USI are hereinafter collectively referred to as the
"Beneficial Owners".
Item 4. Purpose of Transaction.
----------------------
On June 13, 1995, JUSI sold all of the 258,600 shares of
Common Stock beneficially owned by the Beneficial Owners to Mr. Fred
R. Sullivan (who purchased 206,800 shares) and the Fred A. Sullivan
1987 Lifetime Trust (which purchased 51,800 shares) for an aggregate
purchase price of $759,637.50 in cash, pursuant to a Stock Purchase
Agreement dated June 13, 1995 between JUSI and Fred R. Sullivan (the
"Stock Purchase Agreement"). The Stock Purchase Agreement has been
filed as an Exhibit to this Amendment No. 1 and is incorporated herein
by reference.
Item 5. Interest in Securities of the Issuer.
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(a) As of June 13, 1995, the Beneficial Owners no longer
beneficially owned any shares of Common Stock.
(c) The information contained in Item 4 of this Amendment
No. 1 is incorporated herein by reference.
(e) As a result of the sale of the Common Stock by JUSI, on
June 13, 1995 the Beneficial Owners ceased to be the owners of more
than 5% of the outstanding Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships
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with Respect to Securities of the Issuer.
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The information set forth in response to Item 4 of this
Amendment No. 1 is incorporated herein by reference.
Item 7. Materials to be Filed as Exhibits.
---------------------------------
The following are filed herewith as Exhibits to this
Schedule 13D:
5. Stock Purchase Agreement, dated June 13, 1995, between
JUSI Holdings, Inc. and Fred R. Sullivan.
NYFS11...:\95\78595\0001\1664\SCH6145K.180
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SIGNATURES
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After due 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.
Dated as of: June 14, 1995
JUSI HOLDINGS, INC.
JACUZZI INC.
USI AMERICAN HOLDINGS, INC.
U.S. INDUSTRIES, INC.
By:/s/ Steven C. Barre
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Steven C. Barre
Assistant Secretary
NYFS11...:\95\78595\0001\1664\SCH6145K.180
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EXHIBIT INDEX
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Item No. Page No.
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5. Stock Purchase Agreement, dated June 13, 1995
between JUSI Holdings, Inc. and Fred R. Sullivan.
NYFS11...:\95\78595\0001\1664\SCH6145K.180
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Exhibit 5
STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made the 13th day of June, 1995
BETWEEN:
(1) JUSI HOLDINGS, INC., a Delaware corporation ("Seller"); and
(2) FRED R. SULLIVAN ("Purchaser").
WHEREAS:
(A) On June 5, 1995, Seller became the beneficial owner of
258,600 shares (collectively, the "Sale Shares") of common
stock, par value $.10 per share, of Richton International
Corporation (the "Company").
(B) Seller wishes to sell and the Purchaser wishes to purchase
the Sale Shares on the terms and subject to the conditions
of this Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED as follows:
1. Sale and Purchase of Shares.
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Subject to the terms and conditions of this Agreement,
Seller shall sell and transfer to Purchaser, and Purchaser shall
purchase from Seller, the Sale Shares free from any lien, option,
charge and encumbrance, right of pre-emption or any other third
party right and together with all benefits and rights attached
thereto.
2. Purchase Price.
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The total consideration for the sale of all of the Sale
Shares (the "Purchase Price") shall be Seven Hundred Fifty-Nine
Thousand Six Hundred Thirty-Seven Dollars and Fifty Cents
($759,637.50), payable in cash at the Closing.
3. Closing.
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Subject to the satisfaction of each of the conditions
set forth in Section 4, the closing of the sale and purchase of
the Sale Shares hereunder (the "Closing") shall take place at the
offices of the Seller at 101 Wood Avenue South, Iselin, New
Jersey 08830 (or at such other place as the parties may agree in
writing) at 10:00 a.m., New York City time, on June 13, 1995, or
such earlier date that the parties may agree upon (the "Closing
Date").
4. Conditions of Closing.
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The obligations of Seller to sell, and Purchaser to
purchase, all of the Sale Shares is subject to the condition that
there shall not be in effect any injunction or restraining order
issued by a court of competent jurisdiction barring the
consummation of the sale and purchase of the Sale Shares pursuant
to this Agreement.
5. Deliveries at Closing.
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At the Closing, the parties shall make the following
deliveries and take the following actions:
a. Seller shall deliver to Purchaser, or to one or
more designees of Purchaser, share certificates representing
the Sale Shares, accompanied by stock powers or other
appropriate transfer forms duly endorsed by the registered
owner thereof; and
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b. Purchaser shall transfer to Seller (to such
account as shall be designated by Seller) the Purchase Price
in immediately available funds.
6. Representation and Warranties of the Parties.
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6.1 Representation and Warranties of Seller. Seller
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hereby represents and warrants to Purchaser as follows:
a. Seller is duly organized, validly existing and in
good standing under the laws of the State of Delaware.
Seller has all necessary corporate power and authority
to enter into this Agreement and perform its
obligations thereunder. The execution, delivery and
performance by Seller of this Agreement has been duly
authorized by all necessary corporate action on behalf
of Seller, and this Agreement constitutes the legal,
valid and binding obligation of Seller, enforceable
against Seller in accordance with its terms.
b. Seller is the owner of the Sale Shares free and
clear of all liens, options, charges, encumbrances,
rights of preemption or any other third party right.
6.2 Representation and Warranties of Purchaser.
------------------------------------------
Purchaser hereby represents and warrants to Seller as follows:
a. Purchaser has all necessary power and authority to
enter into this Agreement and perform his obligations
thereunder. The execution, delivery and performance by
Purchaser of this Agreement has been duly authorized by
all necessary action on behalf of Purchaser, and this
Agreement constitutes the legal, valid and binding
obligation of Purchaser, enforceable against Purchaser
in accordance with its terms.
b. Purchaser is purchasing the Sale Shares for
investment purposes. Purchaser will not offer, sell or
otherwise transfer the Sale Shares except in compliance
with, pursuant to an applicable exemption from, or in a
transaction not subject to, the registration
requirements of the Securities Act of 1933, as amended,
and/or any other applicable securities law.
7. Further Agreements of the Parties.
---------------------------------
Any and all transfer taxes, stamp duties and similar
charges relating to the purchase and sale of the Sale Shares
shall be paid by Purchaser.
8. Governing Law; Counterparts.
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This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York and
may be executed in more than one counterpart and by different
parties of each counterpart and all such counterparts when
executed shall form one and the same agreements.
9. Assignment
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The Purchaser has assigned some or all of his rights
hereunder and has assigned the right to purchase 51,800 of the
Sale Shares to the Fred A. Sullivan 1987 Lifetime Trust, which
trust shall pay the portion of the Purchase Price allocable to
such shares. Seller shall deliver stock powers to reflect the
above-referenced assignment.
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IN WITNESS WHEREOF, Seller and Purchaser have caused
this Agreement to be signed and delivered by their respective
officers, thereunto duly authorized, all as of the date first
written above.
JUSI HOLDINGS, INC. PURCHASER
By: /s/ George H. MacLean /s/ Fred R. Sullivan
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Name: George H. MacLean Fred R. Sullivan
NYFS11...:\95\78595\0001\1664\AGR6015J.240
