SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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)
April 11, 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 [ ].
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 ("Exchange 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 of 9 Pages)
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CUSIP No. 784414203 13D Page 2 of 9 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 3,194,268
SHARES ----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING ----------------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
3,194,268
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,194,268
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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)
49.1%
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14 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
(Page 2 of 9 Pages)
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ITEM 1. SECURITY AND ISSUER.
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This statement is filed 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., 77 Route 25, Pierson Industrial Park, Bradford,
Vermont 05033.
ITEM 2. IDENTITY AND BACKGROUND.
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The person filing this statement is WS Acquisition L.L.C. (the "Reporting
Person").
Attached as Appendix A is information concerning the members and managers
of the Reporting Person required to be disclosed in response to Item 2 and
General Instruction C to Schedule 13D. Such members and managers may be deemed,
but are not conceded to be, controlling persons of the Reporting Person. No
corporation or other person is or may be deemed to be ultimately in control of
the Reporting Person.
The Reporting Person is a limited liability company organized under the
laws of the State of New York.
The principal business of the Reporting Person is holding shares of capital
stock of the Company.
The address of the Reporting Person's principal office and the address of
the Reporting Person's principal business is 620 5th Avenue, Suite 216, New
York, New York 10020.
During the past five years, neither the Reporting Person nor any of the
persons or entities referred to in Appendix A have been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors).
During the past five years, neither the Reporting Person nor any of the
persons or entities referred to in Appendix A have been 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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The source of funds used to acquire the securities was working capital.
ITEM 4. PURPOSE OF TRANSACTION.
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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 Schedule 13D.
(Page 3 of 9 Pages)
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Pursuant to the terms of the Company's Chapter 11 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 Company's Chapter 11 reorganization plan but which
individuals and entities elect to receive cash from the Company in lieu of those
shares.
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.
To the extent any of the other stockholders in the Company offer terms
acceptable to the Reporting Person, the Reporting Person will consider
purchasing the shares of the Company offered to be sold by such other
stockholders.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
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(a) The Reporting Person is deemed to be the beneficial owner of 3,194,268
shares of Common Stock. The Reporting Person's deemed beneficial ownership
represents approximately 49.1% of the outstanding shares of Common Stock.
(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 acquisition
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.
(Page 4 of 9 Pages)
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
- ------- RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
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The response set forth in Item 4 with respect to the Option Agreement is
incorporated herein by reference.
On April 11, 1997, the Reporting Person entered into a Stockholders'
Agreement with The Equitable Life Assurance Society of the United States, The
Northwestern Mutual Life Insurance Company, Phoenix Home Life Mutual Insurance
Company, GE Capital Assurance Company, Business Men's Assurance Company and
Indianapolis Life Insurance Company (collectively, the "Insurance Companies").
The Stockholders' Agreement provides that the Reporting Person and the
Insurance Companies shall vote their shares of Common Stock during the Initial
Period so that the Board of Directors of the Company shall consist of five
directors: two designated by the Reporting Person, two designated by the holders
of a majority of the shares of Common Stock owned by the Insurance Companies
(the "Insurance Company Majority") and the chief executive officer of the
Company. The "Initial Period" is defined in the Stockholders' Agreement as the
period ending on the earliest to occur of (i) June 30, 1998, (ii) the date on
which the Reporting Person (together with its affiliates) no longer owns
beneficially and of record at least 70% of the number of shares of Common Stock
owned on April 11, 1997 by the Reporting Person, (iii) the date on which the
Insurance Companies collectively no longer own beneficially and of record at
least 70% of the collective number of shares of Common Stock owned on April 11,
1997 and (iv) the date of consummation of a bona fide initial public offering of
the Common Stock by the Company under the Securities Act of 1933, as amended
(the "Securities Act"). Initially, Martin S. Davis and Douglas W. Rotatori were
designated as directors by the Reporting Person; James C. Pendergast and Paul
Chute were designated as directors by the Insurance Companies; and Gerald B.
Wasserman is the Chief Executive Officer of the Company.
After the Initial Period, the Board of Directors shall consist of at least
one person designated by the Reporting Person and one person designated by the
Insurance Company Majority. Any vacancy in the office of a director designated
by the Reporting Person shall be designated by the Reporting Person and any
vacancy in the office of a director designated by the Insurance Companies shall
be designated by the Insurance Company Majority.
The Stockholders' Agreement terminates on the earliest of (i) the first
date on which either the Insurance Companies collectively or the Reporting
Person owns less than 20% of the total number of shares of Common Stock issued
and outstanding on such date, (ii) the date of the consummation of a bona fide
initial public offering of the Common Stock by the Company under the Securities
Act and (iii) such time as all of the parties elect in a written agreement to
terminate the Stockholders' Agreement.
The Stockholders' Agreement also provides for certain "tag-along" rights.
In the event that the Reporting Person agrees to transfer (other than to an
affiliate) to a third party in excess of (x) 2,555,414 shares of Common Stock
plus (y) 80% of the Acquired Shares (such sum, the "80% Amount"), then it is
obligated to provide notice of such proposed transfer to each of the Insurance
Companies. The "Acquired Shares" means any shares of Common Stock acquired by
the Reporting Person from the Company within six months from the effective date
of the Company's reorganization (i.e., April 11, 1997) pursuant to the Reporting
Person's funding of the "cash option" under the Option Agreement. Alternatively,
in the event that the Reporting Person agrees to transfer (other than to an
affiliate) to a third party in excess of (A) 1,916,561 shares of Common Stock
plus (B) 60% of the Acquired Shares, but less than the 80% Amount, wherein
immediately following such transaction(s) the Reporting Person would own at
least an amount of shares of Common Stock equal to or exceeding the difference
between the 80% Amount and the amount of shares to be transferred in the
transaction(s), and in connection with such transaction(s), the Reporting Person
would enter into a voting agreement with such transferee, or would agree to sell
certain shares to the transferee, the Reporting Person shall provide notice of
such proposed transfer to each of the Insurance Companies.
Each Insurance Company may participate in such transaction on the same
terms and conditions as the Reporting Person. The maximum number of shares of
Common Stock that each such Insurance Company separately shall be entitled to
transfer shall be determined by multiplying the number of shares of Common Stock
held by such Insurance Company at the time of the transfer by a fraction, the
(Page 5 of 9 Pages)
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numerator of which is the number of shares of Common Stock proposed to be
transferred to the transferee by the Reporting Person and the denominator of
which is the number of shares of Common Stock then owned by the Reporting
Person.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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Exhibit 1. Stockholders' Agreement, dated as of April 11, 1997, by and
among the stockholders of the Company described therein.
Exhibit 2. Letter Agreement, dated January 6, 1997, between the
Reporting Person and the Company, as amended April 8, 1997,
between the Reporting Person and the Company.
(Page 6 of 9 Pages)
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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: April 22, 1997
WS ACQUISITION, L.L.C.
By: /s/ DOUGLAS W. ROTATORI
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Name: Douglas W. Rotatori
Title: Vice President
(Page 7 of 9 Pages)
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APPENDIX A
The members of the Reporting Person are WS Holdings L.L.C. and Martin S.
Davis. WS Holdings L.L.C. is a New York limited liability company with its
principal business address at 620 5th Avenue, Suite 216, New York, New York
10020.
The managers and officers of the Reporting Person are set forth below, and
each such officer has a business address at 620 5th Avenue, Suite 216, New York,
New York 10020.
Name: Office:
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Martin S. Davis President
Greg Feldman Vice President
Douglas W. Rotatori Vice President
The members of WS Holdings L.L.C. are Martin S. Davis, Greg Feldman,
Douglas W. Rotatori and Jason Fortin. Each member of WS Holdings L.L.C. has a
business address at 620 5th Avenue, Suite 216, New York, New York 10020.
(Page 8 of 9 Pages)
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EXHIBIT INDEX
Sequentially
Exhibit Description Numbered Page
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1 Stockholders' Agreement, dated as of
April 11, 1997, 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
(Page 9 of 9 Pages)
