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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. 12)*
RICHTON INTERNATIONAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.10 per share
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(Title of Class of Securities)
765516109
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(CUSIP Number)
Mr. Cornelius F. Griffin
Richton International Corporation
767 Fifth Avenue, 6th Floor
New York, NY 10153 Telephone (212)751-1445
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 1, 1998
- --------------------------------------------------------------------------------
(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/A
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fred R. Sullivan
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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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
United States
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 1,623,197
SHARES
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER -0-
EACH
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER 1,623,197
WITH
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER -0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,623,197
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.8%
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14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
This Amendment No. 12 to Schedule 13D (the "Amendment") relates to the shares of
Common Stock (the "Common Stock") of Richton International Corporation (the
"Company"). The Company's principal executive office is located at 767 Fifth
Avenue, New York, NY 10153.
Item 2. Identity and Background.
This Amendment is filed by Fred R. Sullivan (the "Reporting Person"). The
business address for the Reporting Person is 767 Fifth Avenue, New York, NY
10153. The Reporting Person is a citizen of the United States and is Chairman of
the Board and Chief Executive Officer of the Company. The information previously
set forth under "Item 2. Identity and Background" in Amendment No. 1 and 2 to
the Reporting Person's Schedule 13D filed previously is not amended in any
respect.
Item 3. Source and Amount of Funds or Other Consideration.
This Amendment relates to the grant by the Company to the Reporting Person of a
Restricted Stock Grant covering a total of 20,000 shares of Common Stock (the
"Restricted Stock Grant") The Restricted Stock Grant was made pursuant to an
agreement between the Company and the Reporting Person (the "Restricted Stock
Agreement") which provides that the shares subject to restriction (i) may not be
sold or diposed of in any manner during the three year period ending November
30, 2001 except that such restriction lapses as to one-third of such shares as
of November 30, 1999, as to one-half of the remaining balance as of November 30,
2000 and as to the entire balance as of November 30, 2001 and (ii) will be
forefeited to the Company if the Reporting Person ceases to be employed as an
executive of the Company (A) for any reason through the period ending May 30,
1999 or (B) for any reason other than death, disability or retirement (with the
consent of the Board of Directors of the Company) through the period ending
November 30, 2001. No funds were used in connection with the receipt of the
Reporting Person of the Restricted Stock Grant. 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 outstanding options (the
"Options") to acquire 120,000 shares of Common Stock and the Restricted Stock
Agreement.
<PAGE>
Item 4. Purpose of Transaction.
The Restricted Stock Grant was authorized by the Compensation and Stock Option
Committee of the Board of Directors of the Company pursuant to the Company's
1990 Long Term Incentive Plan. Except as set forth below, the Reporting Person
has no present plans or proposals as a shareholder which relate to or would
result in: (a) the acquisition or disposition by any person of additional
securities of the Company (other than pursuant to exercise of the Options and
the Warrants referred to below); (b) an extraordinary corporate 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. The Reporting Person is the Chairman of th Board and
Chief Executive Officer of the Company and in such capacities, he will take such
actions as he believes are in the best interests of the Company and all of its
stockholders
Item 5. Interest in Securities of the Issuer.
The Reporting Person may be deemed to own beneficially in the aggregate
1,623,197 shares (the "Shares") of Common Stock inclusive of (i) the 20,000
shares covered by the Restricted Stock Grant (ii) 903,024 shares of Common Stock
and warrants (the "Warrants") to acquire an aggregate of 336,250 shares of
Common Stock owned by FRS Capital Company, LLC and which may be deemed to be
owned beneficially by the Reporting Person by virtue of his investment and
voting control with respect to such shares and warrants (the "FRS Securities"),
(iii) the Options (iv) 208,923 shares of Common Stock (the "Trust Shares")owned
by the Franc M. Ricciardi Residuary Trust (the "Trust"), of which Mr. Sullivan
is the sole trustee, and (v) 5,000 shares of Common Stock owned directly by the
Reporting Person. Based on the 3,326,000 shares of Common Stock outstanding as
reflected on the Company's Quarterly Report on Form 10-Q for the period ended
September 30, 1998 and after giving effect to the shares of Common Stock
issuable upon exercise of the Options and Warrants, the 1,623,197 shares of
Common Stock owned beneficially by the Reporting Person constitutes 48.82% of
the shares of Common Stock outstanding. The Reporting Person disclaims any and
all pecuniary interest in the FRS Securities and the Trust Shares. The Reporting
Person has the sole power to vote and direct the vote and to dispose and direct
the disposition of the Shares. The Shares do not include 407,000 shares owned by
Fred A. Sullivan, the Reporting Person's son and 27,000 shares owned by the
Reporting Person's wife, as to each of which the Reporting Person disclaims any
beneficial ownership.
<PAGE>
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
as set forth herein.
Item 7. Material to be filed as Exhibits
Exhibit 99.1
Restricted Stock Grant Agreement between the Reporting Person and
the Company dated as of December 1, 1998.
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.
Dated:
/s/Fred R. Sullivan
---------------------
Fred R. Sullivan
RESTRICTED STOCK GRANT AGREEMENT
RESTRICTED STOCK GRANT AGREEMENT dated as of December 1, 1998, by and
between
RICHTON INTERNATIONAL CORPORATION, a Delaware corporation,
having an office at 767 Fifth Avenue, New York, New York
10153 (the "Company"), and
FRED R. SULLIVAN, residing at 857 Fifth Avenue, New York,
New York 10019 (the "Executive").
W I T N E S S E T H :
WHEREAS, the Company maintains an incentive plan known as the 1990
Long-Term Incentive Plan (the "Plan"), and the Plan is administered by the
Compensation and Stock Option Committee of the Board of Directors of the Company
(the "Committee"); and
WHEREAS, the Committee by action dated the date hereof approved and
granted to the Executive a grant of restricted shares of the common stock of the
Company pursuant to and in accordance with Section 9 of the Plan; and
WHEREAS, such grant contemplated the execution by the Company and the
Executive of this Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
<PAGE>
1. Grant of Shares: The Company shall, in accordance with the action of
the Committee, issue to and in the name of the Executive an aggregate of 20,000
shares of the common stock of the Company, which shares shall be restricted
pursuant to the terms of this Agreement (the "Restricted Shares").
2. Restriction: The Restricted Shares shall not be sold, transferred or
otherwise disposed of, and shall not be pledged or otherwise hypothecated,
except as hereinafter provided, during the Restricted Period. The "Restricted
Period" shall mean the three-year period commencing on the date hereof and
terminating on November 30, 2001. The restrictions shall lapse with respect to
one-third of such shares as of November 30, 1999, with respect to one-half of
the remaining balance of such shares as of November 30, 2000, and with respect
to the entire balance of such shares as of November 30, 2001.
3. Termination of Service and Forfeiture: If the Executive ceases to be
employed as an executive by the Company for any reason through the period ending
May 31, 1999, all of the Restricted Shares shall be forfeited to the Company.
From and after June 1, 1999 through the end of the Restricted Period, if the
employment of the Executive by the Company shall terminate for any reason other
than (i) death, or (ii) retirement by the Executive with the consent of the
Board of Directors of the Company, then the Restricted Shares as to which the
restrictions against disposition herein have not lapsed shall be forfeited to
the Company.
4. Certain Lapse of Restrictions: In the event of (i) the death of the
Executive, or (ii) the retirement of the Executive with the consent of the Board
of Directors of the Company, in each case commencing on or after June 1, 1999,
all of the Restricted Shares shall remain the property of the Executive or his
estate, as the case may be, and the restrictions against disposition shall lapse
as provided in this Agreement.
<PAGE>
5. Voting Rights and Dividends: The Executive, or any permitted transferee,
shall be entitled to vote all of the Restricted Shares and to receive any
dividends thereon, except that any stock dividends paid, or shares of stock
issuable upon stock splits or distributions with respect to any shares as to
which restrictions have not lapsed shall be added to the Escrow Account
hereinafter referred to and shall be either distributed or forfeited together
with the shares with respect to which such shares were initially issued.
6. Escrow: The certificates representing the Restricted Shares shall be
held in escrow by the Company, together with stock powers duly executed by the
Executive, and shall be delivered by the Company to (i) the Executive or (ii)
the Company as provided in this Agreement.
7. Miscellaneous: This Agreement is issued pursuant to the Plan and in the
event of any conflict between the terms of this Agreement and the terms of the
Plan, the terms of the Plan shall be deemed to prevail. This Agreement and the
Plan sets forth the entire understanding of the parties with respect to the
subject matter hereof and may not be amended or terminated orally. This
Agreement shall be construed pursuant to the laws of the State of Delaware,
without giving effect to any principles of conflict of laws.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date and year first above written.
RICHTON INTERNATIONAL
CORPORATION
By:__________________________________
Name:
Office:
-----------------------------------
FRED R. SULLIVAN
