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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)*
RICHTON INTERNATIONAL CORPORATION
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(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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 24, 2000
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(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
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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*
PF
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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
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NUMBER OF 7 SOLE VOTING POWER 1,643,197
SHARES
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER -0-
EACH
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER 1,643,197
WITH
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10 SHARED DISPOSITIVE POWER -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,643,197
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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)
48.1%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
This Amendment No. 14 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.
IDER TO FORM 13-D
Item 3. Source and Amount of Funds or Other Consideration
This amendment relates to the exercise by FRS Capital Company, LLC, a
Delaware limited liability company (the "LLC"), of a warrant to acquire 236,250
shares of common stock of the Company (the "Warrant"). The Reporting Person is
the owner of five percent (5%) of the membership interests in the LLC (which
represent all of the voting interests) and Fred A. Sullivan, the son of the
Reporting Person, is the owner of 95% of the membership interests (non-voting)
in the LLC. The Warrant was exercisable at a price per share of $1.375,
resulting in a total exercise price of $324,843.75. Each of the Reporting Person
and Fred A. Sullivan contributed to the LLC, from their respective personal
funds, the pro-rata amounts necessary to enable the LLC to exercise the Warrant.
The amount contributed by the Reporting Person was $16,242.19 and $308,601.56
was contributed by Fred A. Sullivan.
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 60,000 shares of Common Stock and
Resticted Stock Grants covering 20,000 shares dated December 1, 1998 and 20,000
shares dated August 9, 1999 (the "Restricted Grants").
<PAGE>
Item 4. Purpose of Transaction.
The purpose of the transaction was to exercise the Warrant. 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 the
Restricted Grants or 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 the 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
1,643,197 shares (the "Shares") of Common Stock inclusive of (i) 40,000 shares
representing the Resticted Grants (of which 13,334 are now free of restriction
and 26,666 remain subject to restriction) (ii) 1,139,274 shares of Common Stock
(inclusive of the 236,250 shares aquired pursuant to the Warrant reported
herein) and warrants to acquire an aggregate of 100,000 shares of Common Stock
owned by the 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) 95,000 shares of Common Stock owned directly by the Reporting Person.
Based on the 3,018,000 shares of Common Stock outstanding as reflected on the
Company's Quarterly Report on Form 10-Q for the period ended September 30, 2000
and after giving effect to the shares of Common Stock issuable upon exercise of
the Options and warrants, the 1,643,197 shares of Common Stock owned
beneficially by the Reporting Person constitute 48.1% 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
None
<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.
Dated: November 8, 2000
/s/Fred R. Sullivan
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Fred R. Sullivan
