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Previous: ROSEN BENJAMIN, 4, 2000-12-20 |
Next: SCHEIB EARL INC, SC 13D/A, 2000-12-20 |
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SEC 1746 |
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
OMB APPROVAL OMB Number: 3235-0145 Expires: October 31, 2002 Estimated average burden hours per response 14.9 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Earl Scheib, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
806398103
(CUSIP Number)
|
Andrew E. Shapiro Lawndale Capital Management, LLC One Sansome St., Suite 3900 San Francisco, CA 94104 415-288-2330 |
Christopher J. Rupright, Esq. Shartsis, Friese & Ginsburg LLP One Maritime Plaza, 18th Floor San Francisco, CA 94111 415-421-6500 |
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 12, 2000
(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 that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 140.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled 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 in 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).
<Page>
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Lawndale Capital Management, LLC
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) XXX
(b) ______
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____
6. Citizenship or Place of Organization California
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Number of Shares Beneficially Owned by Each Reporting Person With |
7. Sole Voting Power -0- |
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8. Shared Voting Power 413,500 |
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9. Sole Dispositive Power -0- |
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10. Shared Dispositive Power 413,500 |
11. Aggregate Amount Beneficially Owned by Each Reporting Person 413,500
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______
13. Percent of Class Represented by Amount in Row (11) 9.5%
14. Type of Reporting Person (See Instructions)
OO
IA
________
<Page>
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Andrew E. Shapiro
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) XXX
(b) ______
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____
6. Citizenship or Place of Organization United States
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Number of Shares Beneficially Owned by Each Reporting Person With |
7. Sole Voting Power -0- |
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8. Shared Voting Power 413,500 |
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9. Sole Dispositive Power -0- |
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10. Shared Dispositive Power 413,500 |
11. Aggregate Amount Beneficially Owned by Each Reporting Person 413,500
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______
13. Percent of Class Represented by Amount in Row (11) 9.5%
14. Type of Reporting Person (See Instructions)
IN
________
<Page>
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Diamond A. Partners, L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ______
(b) ______
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____
6. Citizenship or Place of Organization California
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Number of Shares Beneficially Owned by Each Reporting Person With |
7. Sole Voting Power -0- |
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8. Shared Voting Power 356,900 |
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9. Sole Dispositive Power -0- |
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10. Shared Dispositive Power 356,900 |
11. Aggregate Amount Beneficially Owned by Each Reporting Person 356,900
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______
13. Percent of Class Represented by Amount in Row (11) 8.2%
14. Type of Reporting Person (See Instructions)
PN
________
<Page>
Item 1. Security and Issuer
This statement relates to shares of Common Stock (the "Stock") of Earl Scheib, Inc. (the "Issuer" or "Scheib"). The principal executive office of the Issuer is located at 8737 Wilshire Blvd, Beverly Hills, CA 90211.
Item 2. Identity and Background
The persons filing this statement and the persons enumerated in Instruction C of Schedule 13D and, where applicable, their respective places of organization, general partners, directors, executive officers and controlling persons, and the information regarding them, are as follows:
(a) Lawndale Capital Management, LLC, a California limited liability company ("LCM"),
Diamond A. Partners, L.P., a California limited partnership ("DAP"), and
Andrew E. Shapiro ("Shapiro")
(collectively, the "Filers").
DAP is filing this statement jointly with the other Filers, but not as a member of a group and expressly disclaims membership in a group.
(b) The business address of the Filers is
One Sansome Street, Suite 3900, San Francisco, CA 94104.
(c) Present principal occupation or employment or the Filers and the name, principal business and address of any corporation or other organization in which such employment is conducted:
LCM is the investment adviser to and the general partner of DAP, which is an investment limited partnership. Shapiro is the sole manager of LCM.
(d) During the last five years, none of the Filers has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Filers was 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.
(f) Shapiro is a citizen of the United States of America.
<Page>
Item 3. Source and Amount of Funds or Other Consideration
The source and amount of funds used in purchasing the Stock were as follows:
|
Purchaser |
Source of Funds |
Amount |
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LCM |
Funds Under Management (1) |
$1,381,295.04 |
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DAP |
Working Capital |
$1,191,207.92 |
(1) Includes funds of DAP invested in Stock.
Item 4. Purpose of Transaction
The Filers ("Lawndale") have been and may continue to be in contact with Scheib's management, members of Scheib's Board of Directors, other significant shareholders, and others regarding alternatives Scheib plans to employ to maximize shareholder value, including, but not limited to, the sizeable improvement or sale of under-performing assets, monetization of Scheib's real estate assets and the timely expansion of Scheib's new fleet and truck painting business and commercial/OEM coatings business.
Lawndale believes that in order to maximize shareholder value, the Scheib Board must more aggressively pursue the company's transition. This includes, but is not limited to, a more rapid disposition of sizable portions of Scheib's consumer auto paint and body business that are not earning adequate returns when necessary corporate managerial costs are taken into account, and an accelerated expansion of its new fleet and truck centers and commercial/OEM coatings business.
Lawndale believes that the company likely resulting from the above-mentioned transition, while much more profitable, will be substantially smaller than at present. Lawndale believes that Scheib is excessively burdened by fixed costs associated with being a public company, and that in order to maximize shareholder value Scheib's Board has an obligation to more seriously consider the sale of the entire company and all its underlying real estate assets to one or more private or larger public entities.
Lawndale acquired the Stock solely for investment purposes because it believes that the value of the Stock in the public market does not adequately reflect the value of Scheib's underlying business and real estate assets and the potential value from its new fleet and truck center and commercial/OEM coatings initiatives. To the extent not inconsistent with the foregoing, Lawndale incorporates by reference the material in Item 4 of its previously filed Schedule 13D and the amendments thereto.
Item 5. Interest in Securities of the Issuer
The beneficial ownership of the Stock by each Filer at the date hereof is reflected on that Filer's cover page.
<Page>
The Filers effected the following transactions in the Stock through the American Stock Exchange on the dates indicated, and such transactions are the only transactions in the Stock by the Filers since November 8, 2000:
|
Name |
Purchase or Sale |
Date |
Number of Shares |
Price Per Share |
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DAP |
P |
11/8/00 |
300 |
3.06 |
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DAP |
P |
11/9/00 |
700 |
3.06 |
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LCM |
P |
11/9/00 |
300 |
3.06 |
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DAP |
P |
11/10/00 |
200 |
3.06 |
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DAP |
P |
11/13/00 |
1,100 |
2.99 |
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LCM |
P |
11/13/00 |
600 |
2.99 |
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DAP |
P |
11/14/00 |
500 |
3.06 |
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DAP |
P |
11/15/00 |
4,300 |
3.00 |
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LCM |
P |
11/15/00 |
400 |
3.00 |
|
LCM |
P |
11/16/00 |
200 |
3.06 |
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DAP |
P |
11/17/00 |
3,000 |
2.80 |
|
LCM |
P |
11/17/00 |
500 |
2.80 |
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DAP |
P |
11/20/00 |
5,000 |
2.84 |
|
LCM |
P |
11/20/00 |
500 |
2.84 |
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DAP |
P |
11/24/00 |
500 |
2.44 |
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DAP |
P |
11/27/00 |
15,600 |
2.78 |
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LCM |
P |
11/27/00 |
2,600 |
2.78 |
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DAP |
P |
11/29/00 |
200 |
3.06 |
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DAP |
P |
12/1/00 |
1,000 |
3.06 |
|
LCM |
P |
12/4/00 |
300 |
3.06 |
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DAP |
P |
12/5/00 |
300 |
3.06 |
|
DAP |
P |
12/7/00 |
1,700 |
2.69 |
|
LCM |
P |
12/7/00 |
300 |
2.69 |
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DAP |
P |
12/12/00 |
7,900 |
2.34 |
|
LCM |
P |
12/12/00 |
1,100 |
2.34 |
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DAP |
P |
12/13/00 |
1,000 |
2.37 |
|
DAP |
P |
12/15/00 |
2,700 |
2.94 |
|
LCM |
P |
12/15/00 |
600 |
2.94 |
|
DAP |
P |
12/18/00 |
1,000 |
2.87 |
<Page>
Item 6. Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer
LCM is the general partner of DAP and other clients pursuant to limited partnership agreements providing to LCM the authority, among other things, to invest the funds of such clients in Stock, to vote and dispose of Stock and to file this statement on behalf of such clients. Pursuant to such limited partnership agreements, the general partner of such clients is entitled to allocations based on assets under management and realized and unrealized gains.
Item 7. Material to Be Filed as Exhibits
Exhibit A: Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G previously filed.
SIGNATURES
After reasonable inquiry and to the best of my knowledge, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 19, 2000
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LAWNDALE CAPITAL MANAGEMENT, LLC |
Andrew E. Shapiro |
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DIAMOND A PARTNERS, L.P. By: Lawndale Capital Management, LLC |
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<Page>
EXHIBIT A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
The undersigned agree to file jointly with the Securities and Exchange Commission (the "SEC") any and all statements on Schedule 13D or Schedule 13G (and any amendments or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with purchases by the undersigned of the common stock of Earl Scheib, Inc. For that purpose, the undersigned hereby constitute and appoint Lawndale Capital Management, LLC, a California limited liability company, as their true and lawful agent and attorney-in-fact, with full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as amended, in connection with said purchases, and to do and perform every act necessary and proper to be done incident to the exercise of the foregoing power, as fully as the undersigned might or could do if personally present.
Dated: February 15, 2000
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LAWNDALE CAPITAL MANAGEMENT, LLC |
Andrew E. Shapiro |
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DIAMOND A PARTNERS, L.P. By: Lawndale Capital Management, LLC |
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