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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
SLM INTERNATIONAL, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
784414203
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(CUSIP Number)
DAVID W. POLLAK, ESQ.
MORGAN, LEWIS & BOCKIUS LLP
101 PARK AVENUE
NEW YORK, NEW YORK 10178
(212) 309-6000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
AUGUST 7, 1997
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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 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 the statement [ ].
(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 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 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 (the "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).
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CUSIP No. 784414203 13D Page 2 of 11 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WS ACQUISITION L.L.C. 13-3907149
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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*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
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7 SOLE VOTING POWER
NUMBER OF 3,341,287(1)
SHARES ----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING ----------------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
3,341,287(1)
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,341,287(1)
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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)
50.5%(1)(2)
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14 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(1) Includes 115,135 shares of Common Stock issuable upon exercise of the New
Warrants (as hereinafter defined).
(2) Based on 6,500,000 shares of Common Stock outstanding on May 16, 1997 as
reported in the Company's Form 10-Q for the period ended March 29, 1997 (which
includes 690,906 shares of Common Stock held in reserve for the benefit of
holders of certain unsecured claims against the Company disputed in the
Company's reorganization proceedings), and taking into account the 115,135
shares of Common Stock issuable upon exercise of the New Warrants.
<PAGE>
ITEM 1. SECURITY AND ISSUER.
The statement on Schedule 13D (the "Schedule 13D") filed with the
Securities and Exchange Commission on April 24, 1997 in respect of shares of
common stock, par value $0.01 per share (the "Common Stock"), of SLM
International, Inc., a Delaware corporation ("the "Company"), the principal
executive offices of which are located c/o Maska U.S., Inc., 139 Harvest Lane,
P.O. Box 1200, Williston, Vermont 05495, is hereby amended and supplemented by
this Amendment No. 1 to Schedule 13D as follows:
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended and restated as follows:
The securities were acquired for investment purposes only.
Except as set forth in this Item 4 below, the Reporting Person has no plan
or proposal which relates to or would result in any of the events listed in
Items 4(a) through (j) of the instructions to Schedule 13D.
On August 7, 1997, pursuant to a Letter Agreement (the "Warrant Purchase
Agreement") dated August 4, 1997 between the Reporting Person and the entities
listed on Schedule A thereto (collectively, the "Sellers"), the Reporting Person
acquired 115,135 New Warrants (as such term is defined in the Company's First
Amended Joint Chapter 11 Plan As Modified, dated as of November 12, 1996, as
amended (the "Reorganization Plan")) (the "New Warrants") of the Company. Each
New Warrant entitles the registered holder thereof to purchase one share of
Common Stock at an exercise price of $16.92 per share. The Sellers are former
stockholders of the Company who, on the effective date of the Reorganization
Plan, received the New Warrants in exchange for shares of common stock of the
Company, par value $.01 per share, held by them in the ratio of one New Warrant
for every 67 shares of such common stock.
To the extent any of the other stockholders or holders of New Warrants of
the Company offer terms acceptable to the Reporting Person, the Reporting Person
will consider purchasing the shares or New Warrants of the Company offered to be
sold by such other holders.
Pursuant to the terms of the Reorganization Plan, 690,906 shares of Common
Stock were held in reserve for the benefit of the holders of certain unsecured
claims against the Company which were disputed by an interested party in the
reorganization proceedings. If a disputed claim is disallowed, in whole or in
part, pursuant to a final order of the court with jurisdiction over the
reorganization proceedings, the number of shares of Common Stock which was held
on account of such disallowed disputed claim shall be issued, pro rata, to
certain stockholders of the Company, including the Reporting Person.
Pursuant to the terms of a letter agreement, dated January 6, 1997 (the
"Option Agreement"), between the Reporting Person and the Company, as such
letter agreement was amended by a letter agreement dated April 8, 1997, between
the Reporting Person and the Company, the Reporting Person agreed to purchase
from the Company, for a purchase price of $8.50 per share, those shares of
Common Stock which would otherwise be distributed by the Company to certain
individuals and entities who held unsecured claims against the Company in
connection with the Reorganization Plan but which individuals and entities elect
to receive cash from the Company in lieu of those shares.
<PAGE>
In May 1997 and June 1997, the Reporting Person acquired 9,450 and 22,434
shares of Common Stock, respectively, pursuant to the terms of the Option
Agreement. The maximum number of such shares of Common Stock that the Reporting
Person may purchase or acquire pursuant to the terms of the two immediately
preceding paragraphs is 690,906 shares of Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated as follows:
(a) The Reporting Person has acquired and beneficially owns 3,226,152
shares of Common Stock plus 115,135 shares of Common Stock issuable upon
exercise of the New Warrants. Based upon the 6,500,000 shares of Common
Stock outstanding on May 16, 1997 as reported in the Company's Form 10-Q
for the quarter ended March 29, 1997 (which includes 690,906 shares of
Common Stock held in reserve for the benefit of holders of certain
unsecured claims against the Company disputed in the Company's
reorganization proceedings), if the Reporting Person were to exercise all
of the New Warrants in full, the Reporting Person would own approximately
50.5% of the outstanding shares of Common Stock of the Company.
(b) The Reporting Person has sole voting power and sole dispositive
power for all the shares of Common Stock listed in 5(a) above.
(c) There have been no reportable transactions with respect to the
Common Stock within the last 60 days by the Reporting Person except for the
acquisitions of beneficial ownership of the Common Stock being reported on
this Schedule 13D.
(d) No person other than the Reporting Person has the right to receive
or the power to direct the receipt of dividends from or the proceeds from
the sale of the shares of Common Stock owned beneficially by the Reporting
Person.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended and supplemented by the following information:
The response set forth in Item 4 with respect to the Warrant Purchase
Agreement is incorporated herein by reference.
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is hereby amended and supplemented by the following:
Exhibit 3. Letter Agreement, dated as of August 4, 1997, between the
Reporting Person and the Sellers listed on Schedule A thereto.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: August 18, 1997
WS ACQUISITION L.L.C.
By: /s/ DOUGLAS W. ROTATORI
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Name: Douglas W. Rotatori
Title: Vice President
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Exhibit Index
Sequentially
Exhibit Description Numbered Page
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1 Stockholders' Agreement, dated as of
April 11, 1997, by and among the
stockholders of the Company described therein*
2 Letter Agreement, dated January 6, 1997, between
the Reporting Person and the Company, as
amended by letter agreement dated April 8, 1997,
between the Reporting Person and the Company*
3 Letter Agreement, dated August 4, 1997, between
the Reporting Person and the Sellers listed on
Schedule A thereto.**
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* Previously filed with the Schedule 13D.
** Filed herewith.
EXHIBIT 3
August 4, 1997
WS Acquisition L.L.C.
620 Fifth Avenue, Suite 216
New York, New York 10020
Attn: Douglas W. Rotatori
Dear Doug:
This letter confirms, on behalf of the entities listed on Schedule A
hereto, which Schedule is incorporated herein in its entirety (collectively, the
"Sellers") the sale to WS Acquisition L.L.C. (the "Purchaser") and Purchaser
hereby confirms its purchase from Sellers of 115,135 New Warrants (as such term
is defined in the First Amended Plan of Reorganization for SLM International,
Inc. and certain affiliates dated as of November 12, 1996, as modified and
amended) issued by Reorganized SLM International, Inc. The purchase price shall
be $2.50 per New Warrant purchased, representing an aggregate purchase price of
$287,837.50 (the "Purchase Price"). The Sellers warrant and represent that they
hold title to the stock of old SLM upon which their entitlement to the New
Warrants is based free and clear from any liens, claims or encumbrances.
The closing shall take place as promptly as practical, but in no event
later than August 8, 1997, unless otherwise agreed to by Sellers and Purchaser.
At the closing, Sellers shall deliver certificates representing the New Warrants
duly endorsed for transfer, and Purchaser shall pay the Purchase Price in
immediately available funds, allocated as follows:
$141,395.00 - 3096041 Canada Inc.
$144,542.50 - 3096033 Canada Inc.
$ 1,900.00 - 2836980 Canada Inc.
If the terms and conditions contained herein are acceptable to you and you
wish to be contractually bound by the provisions contained herein, please sign
in the space provided
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below and return the same to us via facsimile with the original to follow by
mail. Upon your execution of this letter we shall be contractually bound as
well.
Very truly yours,
SIGNATURE GUARANTEED By: /s/ MICHAEL ZUNENSHINE
MEDALLION GUARANTEED --------------------------------------
SMITH BARNEY INC. On behalf of Sellers listed
/s/ Chairman and Chief on Schedule A
Executive Officer
X0004184 Dated: Aug. 5/97
NYSE, INC. MEDALLION SIGNATURE PROGRAM
S0099 AS
AGREED AND ACCEPTED
WS ACQUISITION L.L.C.
By: /s/ DOUGLAS W. ROTATORI
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Its: Principal
Date: 8/5/97
<PAGE>
SCHEDULE A
Selling Entities of SLM New Warrants
NAME/RECORD HOLDER SLM SHARES OWNED
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3100014 Canada Inc. 5,611,514
3126323 Canada Inc. 1,873,664
3096025 Canada Inc. 7,496
3096033 Canada Inc. 25,843
3096041 Canada Inc. 42,997
2836980 Canada Inc. 152,481
7,713,995 shares of old "SLMI" common
