SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMENDMENT NO. 6
ROYAL APPLIANCE MFG. CO.
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(Name of Issuer)
Common Shares,
Without Par Value
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(Title of Class and Securities)
780076105
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(CUSIP Number of Class of Securities)
Nick G. Bouras
Richmont Capital Partners I, L.P.
17855 North Dallas Parkway
Dallas, Texas 75287
(972) 860-7500
Copy to:
Eileen T. Nugent, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 28, 2000
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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
Statement because of Rule 13d-1(b)(3) or (4), check the
following: ( )
Check the following box if a fee is being paid with this
Statement: ( )
SCHEDULE 13D
CUSIP No. 780076105
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Richmont Capital Partners I, L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (X)
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
WC
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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
Delaware
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(7) SOLE VOTING POWER
2,969,900
NUMBER OF SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING ___________________________________
PERSON WITH (9) SOLE DISPOSITIVE POWER
2,969,900
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(10) SHARED DISPOSITIVE POWER
0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,969,900
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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
19.7%
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(14) TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
CUSIP No. 780076105
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
J.R. Investments Corp.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (X)
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
WC
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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
Delaware
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(7) SOLE VOTING POWER
2,969,900
NUMBER OF SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING ___________________________________
PERSON WITH (9) SOLE DISPOSITIVE POWER
2,969,900
-----------------------------------
(10) SHARED DISPOSITIVE POWER
0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,969,900
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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
19.7%
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(14) TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
CUSIP No. 590080107
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
John P. Rochon
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (X)
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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
TEXAS
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(7) SOLE VOTING POWER
2,987,400
NUMBER OF SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING ___________________________________
PERSON WITH (9) SOLE DISPOSITIVE POWER
2,987,400
-----------------------------------
(10) SHARED DISPOSITIVE POWER
0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,987,400
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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
19.8%
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(14) TYPE OF REPORTING PERSON
IN
This Amendment No. 6 to Schedule 13D (this "Amendment") is
being filed pursuant to Rule 13d-2 of the Rules and Regulations under the
Securities Exchange Act of 1934, as amended (the "Act") by Richmont Capital
Partners I, L.P., a Delaware limited partnership ("RCPI"), J.R. Investments
Corp. ("JRIC") and John P. Rochon, a citizen of the State of Texas
("Rochon") with respect to the common stock, without par value (the "Common
Stock"), of Royal Appliance Mfg. Co., an Ohio corporation (the "Company").
This Amendment amends the Schedule 13D filed by RCPI and Rochon on
September 20, 1993, as amended and restated by Amendment No. 1 thereto
filed on November 23, 1993, as further amended by Amendment No. 2 thereto
filed on Dated December 23, 1993, as further amended by Amendment No. 3
thereto filed on May 11, 1994, as further amended by Amendment No. 4
thereto filed on February 22, 1996, and as further amended by Amendment No.
5 thereto filed on February 26, 1996.
The Schedule 13D previously filed is hereby amended by the addition
of the following information:
Item 1. Security and the Issuer.
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This Schedule 13D relates to the Common Stock of the Company. The
address of the principal executive office of the Company is 650 Alpha
Drive, Cleveland, Ohio 44143.
Item 3. Source and Amount of Funds or Other Consideration
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The funds used by RCPI and JRIC in its acquisition of shares referred
to in Item 5 were drawn from the working capital of RCPI and from funds
held for investment.
The funds used by Rochon in his acquisition of shares referred to in
Item 5 were drawn from the personal funds of Rochon.
Item 4. Purpose of Transactions.
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The shares referred to in Item 5 below were purchased by the Item 2
purchasers for investment purposes. The Item 2 Persons will continue to
evaluate their investment in the Company's securities.
The Item 2 Persons may buy or sell additional shares of Preferred
Stock or Common Stock in the open market on such terms and at such times as
the Item 2 Persons consider desirable. Any decision by the Item 2 Persons
to increase, decrease or dispose of their position in the Company would be
based upon factors, including but not limited to, the business of the
Company, the price of the shares of Preferred Stock or Common Stock, the
terms and conditions of the transaction and prevailing market conditions.
In a 10-Q filed by the Company on July 28, 2000, the following
information was included:
In the second quarter of 1999, the Company hired McDonald Investments
Inc. to assist the Board of Directors in exploring strategic
alternatives to maximize shareholder value. Although the Company
received preliminary indications of interest from several potential
partners, none of the indications of interest resulted in an
agreement. In July 1999, the Company announced that its engagement of
McDonald Investments was completed. Subsequent to July 1999, the
Company, McDonald Investments and RCPI have continued to receive
occasional inquiries, including recent inquiries, from potential
partners. In a few cases, the Company and/or RCPI have met with the
interested potential parties. None of the inquiries or informal talks
resulted in any definitive offers, nor did the Company believe that
any interested party, at such time, had the financial commitments to
consummate an acquisition. In response to inquiries, Richmont has
indicated that, based on current market conditions and the position
of the Company, it would not consider selling its shares of the
Company Common Stock at a price less than "low double digits".
Except as set forth in this Item 4, the Item 2 Persons have no
present plans or proposals that relate to or that would result in any of
the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D
of the Act.
Item 5. Interest in the Securities of the Issuer.
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(a)
RCPI
The aggregate number of shares of Common Stock which RCPI may be
deemed beneficially to own under Rule 13d-3 of the Act is 2,969,900. This
constitutes approximately 19.7% of the 15,057,352 shares of such Common
Stock outstanding as of July 28, 2000.
JRIC
As the managing general partner of RCPI, JRIC may be deemed
beneficially to own, under Rule 13d-3 of the Act, 2,969,900 shares of
Common Stock. This constitutes approximately 19.7% of the 15,057,352 shares
of such Common Stock outstanding as of July 28, 2000.
Rochon
Because of his direct or indirect ownership interests in, or control
of, RCPI and JRIC, Rochon may be deemed beneficially to own under Rule
13d-3 of the Act 2,969,900 shares of the Common Stock. This includes 1,500
shares of Common Stock individually owned by Rochon and 16,000 shares which
can be owned upon the exercise of stock options. This constitutes
approximately 19.8% of the 15,057,352 shares of such Common Stock
outstanding as of July 28, 2000.
However, Rochon disclaims beneficial ownership of the 2,969,900
shares of Common Stock owned by RCPI.
(b)
RCPI
RCPI possesses the sole power to vote or direct the vote of, and the
sole power to dispose of or direct the disposition of, 2,969,900 shares of
Common Stock. This constitutes approximately 19.7% of the 15,057,352 shares
of such Common Stock outstanding as of July 28, 2000.
JRIC
As the managing general partner of RCPI, JRIC may be deemed to
possess the sole power to vote or direct the vote of, and the sole power to
dispose of or direct the disposition of, 2,969,900 shares of Common Stock.
This constitutes approximately 19.7% of the 15,057,352 shares of such
Common Stock outstanding as of July 28, 2000.
Rochon
Because of his direct or indirect ownership interests in, or control
of, RCPI and JRIC, Rochon possesses the sole power to vote or direct the
vote of, and the sole power to dispose of or direct the disposition of
2,969,900 shares of Common Stock. This includes 1,500 shares of Common
Stock individually owned by Rochon and 16,000 shares which can be owned
upon the exercise of stock options. This constitutes approximately 19.8% of
the 15,057,352 shares of such Common Stock outstanding as of July 28, 2000.
However, Rochon disclaims beneficial ownership of the 2,969,900
shares of Common Stock owned by RCPI.
(c)
There have been no transactions in the Common Stock of the Company by
RCPI, JRIC or Rochon within the last 60 days.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit I - Amended and Restated Agreement of Limited Partnership
of Richmont Capital Partners I, L.P., dated as of
June1, 1989.
Exhibit II - Amendment No. 1 to the Amended and Restated Agreement
of Limited Partnership of Richmont Capital Partners I,
L.P., dated as of December 5, 1990.
Exhibit III - Amendment No. 2 to the Amended and Restated Agreement
of Limited Partnership of Richmont Capital Partners I,
L.P., dated as of October 20, 1991.
Exhibit IV - Amendment No. 3 to the Amended and Restated Agreement
of Limited Partnership of Richmont Capital Partners I,
L.P., dated as of July 6, 1993.
Exhibit V - Joint filing agreement among Richmont Capital Partners
I, L.P., John P. Rochon, Thomas J. Reynolds and J.Brett
Robertson (including powers of attorney for John P.
Rochon, Thomas J.Reynolds and J.Brett Robertson).
Exhibit VI - Letter from Nick G. Bouras to the Chairman of
the Board of the Company, dated May 11, 1994.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is
true, complete and correct.
Dated: July 31, 2000 RICHMONT CAPITAL PARTNERS I, L.P.
By: J.R. Investments Corp.,
General Partner
By: /s/ Nick G. Bouras
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Name: Nick G. Bouras
Title: Vice President
*
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John P. Rochon
*By: RICHMONT CAPITAL PARTNERS I, L.P.
By: J.R. Investments Corp.,
General Partner
By: /s/ Nick G. Bouras
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Name: Nick G. Bouras
Title: Attorney-in-Fact
