SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
FUQUA ENTERPRISES, INC.
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(Name of Issuer)
Common Stock, par value $2.50 per share
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(Title of Class of Securities)
361022-10-6
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(CUSIP Number)
Gene J. Minotto
115 Wilderbluff Court
Atlanta, Georgia 30328
Telephone: (770) 368-4700
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(Name, Address, and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 1, 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 this statement [ ].
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CUSIP NO. 361022-10-6
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Gene J. Minotto
###-##-####
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2. Check the Appropriate Box if a Member of a Group
(a)
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(b)
----
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3. SEC Use Only
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4. Source of Funds
Not Applicable
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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
United States
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Number of 7. Sole Voting Power 366,666
Shares ---------------------------
Beneficially 8. Shared Voting Power 300,000
Owned by ---------------------------
Each Reporting 9. Sole Dispositive Power 366,666
Person ---------------------------
With 10. Shared Dispositive Power 300,000
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
Gene J. Minotto may be deemed to own beneficially 666,666 shares of
Common Stock (366,666 shares which he owns individually and 300,000 shares as to
which he shares voting and dispositive power as a member of Minotto Management
Company, LLC).
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares _____
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13. Percent of Class Represented by Amount in Row (11)
Approximately 14.7%
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14. Type of Reporting Person
IN
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Introduction
This statement constitutes Amendment No. 2 ("Amendment No. 2") to a
Schedule 13D, dated November 20, 1995 (the "Schedule 13D"), of Gene J. Minotto,
with respect to the common stock, par value $2.50 per share (the "Common
Stock"), of Fuqua Enterprises, Inc., a Delaware corporation (the "Issuer").
On December 1, 1997, Gene J. Minotto transferred, for estate planning
purposes, certain assets, including a total of 300,000 shares of Common Stock,
to Minotto Partners, L.P., a Georgia limited partnership ("Minotto Partners") in
exchange for limited partnership interests equaling 99% of the total outstanding
partnership interests of Minotto Partners. The sole general partner of Minotto
Partners is Minotto Management Company, LLC, a Georgia limited liability company
("Minotto LLC"). At Minotto LLC's inception, the members of Minotto LLC were
Gene J. Minotto (holder of a 70% equity interest therein) and Marc Minotto
(holder of a 30% equity interest therein). On December 3, 1997, Gene J. Minotto
transferred a portion of his holdings in Minotto LLC representing 30% of the
interest therein to Paul Minotto. As of December 5, 1997, the members of Minotto
LLC were Gene J. Minotto (holder of a 40% equity interest therein), Marc Minotto
(holder of a 30% equity interest therein) and Paul Minotto (holder of a 30%
equity interest therein).
Item 3. Source and Amount of Funds or Other Consideration.
Gene J. Minotto transferred to Minotto Partners 300,000 shares of the
Issuer's Common Stock and certain other assets in exchange for 99% of the total
outstanding limited partnership interests of Minotto Partners.
Item 4. Purpose of Transaction.
The transactions consummated by Gene J. Minotto and described in this
Amendment No. 2 were made for estate planning purposes. Mr. Minotto may (subject
to the terms of the Voting Agreement (as defined below)) change any of his
current intentions, acquire additional shares of Common Stock or sell or
otherwise dispose of all or any part of the Common Stock beneficially owned by
him, or take any other action with respect to the Issuer or any of its debt or
equity securities in any manner permitted by law.
Other than the events described in that certain Voting Agreement (the
"Voting Agreement") dated as of September 5, 1997 by and between Graham-Field
Health Products, Inc. ("GFHP") and Mr. Minotto described in, and filed as, an
exhibit to Gene J. Minotto's Amendment No. 1 to the Schedule 13D, filed with the
Securities and Exchange Commission on September 9, 1997, Mr. Minotto has no
plans or proposals which relate to or would result in any of the events
described in items (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a)-(b) Gene J. Minotto (i) owns of record 300,000 shares of the Issuer's
Common Stock and (ii) owns vested options to acquire an additional 66,666 shares
of the Issuer's Common Stock.
(c) Except as described in this Amendment No. 2, Mr. Minotto has not
effected any transaction in the Common Stock during the past sixty days.
(d)-(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationship with
Respect to Securities of the Issuer.
Pursuant to the Voting Agreement referenced in Item 4, in order to
effectuate the transfer of Common Stock by Mr. Minotto to Minotto Partners, it
was necessary to obtain the written consent of GFHP, which consent was granted
by GFHP pursuant to a Letter Agreement (the "Letter Agreement") dated as of
November 25, 1997 and attached hereto as Exhibit 1). As part of such consent
agreement, (i) Minotto Partners and Minotto LLC agreed to be bound by all of the
terms, conditions and provisions contained in the Voting Agreement and (ii) GFHP
agreed to enter into a registration rights agreement with Minotto Partners
providing for the registration for sale of the shares of GFHP common stock, par
value $.025 per share, which Minotto Partners will receive pursuant to an
Agreement and Plan of Merger (the "Merger Agreement") by and among the Issuer,
GFHP Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of
GFHP, and GFHP, which provides for the acquisition of the Issuer by GFHP. The
Merger Agreement is incorporated herein by reference to the Issuer's Current
Report on Form 8-K dated September 5, 1997.
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Item 7. Material to be Filed as Exhibits.
Exhibit 1 Letter Agreement among Graham-Field Health Products, Inc., Gene J.
Minotto and Minotto Partners, L.P.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned hereby certifies that the information set forth in this statement is
true, complete and correct.
Dated: December 5, 1997
/s/ Gene J. Minotto
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GENE J. MINOTTO
Exhibit 1
Graham-Field Health Products, Inc.
400 Rabro Drive East
Hauppauge, New York 11788
November 25, 1997
Gene J. Minotto
115 Wilderbluff Court
Atlanta, Georgia 30328
Minotto Partners, L.P.
115 Wilderbluff Court
Atlanta, Georgia 30328
Ladies and Gentlemen:
Reference is made to that certain Voting Agreement, dated as of September
5, 1997 (the "Voting Agreement"), by and between Graham-Field Health Products,
Inc. ("Graham- Field") and Gene J. Minotto ("Mr. Minotto"). Capitalized terms
used and not otherwise defined herein have the meanings ascribed to such terms
in the Voting Agreement.
Mr. Minotto has informed Graham-Field that he is contemplating the transfer
of some or all of the common stock, par value $2.50 per share, of Fuqua
Enterprises, Inc. owned by him (the "Fuqua Shares") to Minotto Partners, L.P., a
Georgia limited partnership (the "Partnership"), in anticipation of the merger
of GFHP Acquisition Corp., a Delaware corporation wholly-owned by Graham-Field,
with and into Fuqua (the "Merger"). In connection therewith, Mr. Minotto has
requested Graham-Field's waiver of the transfer restrictions set forth in ss.
3.01(b) of the Voting Agreement.
Accordingly, Graham-Field hereby waives ss. 3.01(b) of the Voting Agreement
with respect to the transfer of all or a portion of the Fuqua Shares by Mr.
Minotto to the Partnership, and hereby consents to such transfer. In
consideration therefore, the Partnership hereby agrees that it will assume all
obligations of Mr. Minotto arising under the Voting Agreement and agrees to be
bound by all of the terms, conditions and provisions contained in the Voting
Agreement. In addition, Graham-Field agrees that, prior to the Merger, it will
enter into a Registration Rights Agreement with the Partnership providing for
the registration for sale of the shares of common stock, par value $.025 per
share, of Graham-Field to be received by the Partnership in exchange
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for the Fuqua Shares pursuant to the Merger, on substantially identical terms as
the Registration Rights Agreement to be entered into by Mr. Minotto and
Graham-Field.
Please indicate your acknowledgement of and agreement with the terms of
this Letter Agreement by signing in the space provided below.
GRAHAM-FIELD HEALTH PRODUCTS, INC
By: /s/ Richard S. Kolodny
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Name: Richard S. Kolodny
Title: Vice-President, General
Counsel and Secretary
Acknowledged and agreed:
MINOTTO PARTNERS, L.P.
By: Minotto Management Company, LLC
General Partner
By: /s/ Gene J. Minotto
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Name: Gene J. Minotto
Title: Member
Gene J. Minotto
/s/ Gene J. Minotto
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