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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.____________)*
RICHTON INTERNATIONAL CORPORATION
- - --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.10
- - --------------------------------------------------------------------------------
(Title of Class of Securities)
765516109
- - --------------------------------------------------------------------------------
(CUSIP Number)
Marshall E. Bernstein, Esq.
Robinson Brog Leinwand Greene Genovese & Gluck, P.C.
1345 Avenue of the Americas, New York, NY 10105-0143 (212)586-4050
- - --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 15, 1997
- - --------------------------------------------------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement of Schedule 13G to report
the acquisition which is the subject of the 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 [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 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filed 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 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).
(Continued on following page(s))
<PAGE>
CUSIP No. 765516109 13D
- - --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FRS Capital Company, LLC
- - --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- - --------------------------------------------------------------------------------
3 SEC USE ONLY
- - --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- - --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
SHARES
-0-
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
1,239,274
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
-0-
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,239,274
- - --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,239,274
- - --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[x]
- - --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.7%
- - --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
00
- - --------------------------------------------------------------------------------
Item 1. Security and Issuer.
The securities to which this statement (the "Schedule 13D")
relates are the shares of common stock of Richton International Corporation (the
"Company"). The Company's principal executive office is located at 340 Main
Street, Madison, New Jersey 07940.
Item 2. Identity and Background.
This Schedule 13D is filed by FRS Capital Company, LLC (the
"Reporting Person" or "FRS"). Mr. Fred R. Sullivan ("Mr. Sullivan") is the
Managing Member of the Reporting Person. The business address for the Reporting
Person and Mr. Sullivan is 340 Main Street, Madison, New Jersey 07940. The
Reporting Person is a Delaware limited liability company and Mr. Sullivan is a
citizen of the United States. Mr. Sullivan is Chairman of the Board and Chief
Executive Officer of the Company. During the last five years, neither Mr.
Sullivan nor the Reporting Person have been (a) convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors), nor been (b)
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding 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.
Item 3. Source and Amount of Funds or Other Consideration.
No funds were used to effect the transfer of the Stock (as
hereinafter defined) and the Warrants (as hereinafter defined)(the Stock and
Warrants are collectively referred to herein as the "Securities") to the
Reporting Person. In exchange for the transfer to it of the Securities, the
Reporting Person issued to Mr. Sullivan membership interests in FRS. The
Reporting Person does not have any contracts, arrangements or understandings
with any other person with respect to the securities of the Company, other than
the Warrants.
Item 4. Purpose of Transaction.
The Securities were acquired by the Reporting Person in
connection with planning by Mr. Sullivan with respect to his investment assets.
Except as set forth below, neither the Reporting Person nor Mr. Sullivan has any
present plans or proposals which relate to or would result in: (a) the
acquisition or disposition by any person of additional securities of the Company
(other than the Warrants); (b) an extraordinary corporate
<PAGE>
<PAGE>
transaction, such as a merger, reorganization or liquidation of the Company or
any of its subsidiaries; (c) a sale or transfer of a material amount of assets
of the Company or any of its subsidiaries; (d) any change in the present board
of directors or management of the Company, 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 Company's business or
corporate structure; (g) changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;(h)causing a class of securities of the
Company to be delisted from a national securities exchange or 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 Company
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934; or (j) any action similar to any of
those enumerated above.
Item 5. Interest in Securities of the Issuer.
The Reporting Person may be deemed to own beneficially in the
aggregate 1,239,274 shares of common stock (the "Common Stock") of the Company
consisting of 903,024 shares of Common Stock (the "Stock") and 236,250 shares of
Common Stock issuable under warrants issued in October, 1993 and 100,000 shares
of Common Stock issuable under warrants issued in March, 1995 (the "Warrants").
Based on the 2,947,892 shares of Common Stock outstanding as reflected on the
Company's Quarterly Report on Form 10-Q for the period ended June 30, 1997, and
after giving effect to the shares of Common Stock issuable upon exercise of the
Warrants, the 1,239,274 shares of Common Stock beneficially owned by the
Reporting Person constituted approximately 37.7% of the shares of Common Stock
outstanding. The Reporting Person shares the power to vote and direct the vote
and to dispose and direct the disposition of the Securities with Mr. Sullivan.
The Reporting Person acquired the 903,024 shares of Common Stock on or about
September 15, 1997 in a private transaction in exchange for all the membership
interests in FRS. The Warrants were transferred by Mr. Sullivan to the Reporting
Person on or about September 24, 1997.
Mr. Sullivan may be deemed to own beneficially in the
aggregate 1,573,197 shares of Common Stock, including the (i) 1,239,274 shares
beneficially owned by the Reporting Person, (ii) options to acquire an aggregate
of 120,000 shares of Common Stock exercisable within 60 days of the date hereof
(excluding options
<PAGE>
Page 5 of 6 Pages
to acquire 30,000 shares of Common Stock which are not exercisable during such
period), (iii) 208,923 shares of Common Stock owned by the Franc M. Ricciardi
Residuary Trust of which Mr. Sullivan is the sole trustee and (iv) 5,000 shares
of Common Stock owned directly by Mr. Sullivan, which constitutes 46.2% of the
shares of Common Stock outstanding. Mr. Sullivan purchased 5,000 shares of
Common Stock at a purchase price of $5 1/8 per share on the open market on
September 9, 1997.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The Reporting Person does not have any contracts, arrangements
or understandings with any other person with respect to the securities of the
Company, other than the Warrants.
Item 7. Material to be Filed as Exhibits.
Not Applicable.
<PAGE>
Signatures
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
September 25, 1997
FRS CAPITAL COMPANY, LLC
By: /s/Fred R. Sullivan
-----------------------
Fred R. Sullivan,
Managing Member
<PAGE>
