UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
BESICORP LTD.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
086339108
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(CUSIP Number)
William J. Poltarak (212) 223-0400
Zeichner, Ellman & Krause, 575 Lexington Avenue, New York, NY 10022
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 17, 1999
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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 that is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or
240.13d-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 ss.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 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 ("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).
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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SCHEDULE 13D
CUSIP No. Page of Pages
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1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS OF ABOVE PERSONS (ENTITIES ONLY).
Michael Zinn
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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*
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |X|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
57,791
NUMBER OF --------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,277
EACH --------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 54,791
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10 SHARED DISPOSITIVE POWER
3,177
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,068
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12 CHECK THIS 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)
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Instructions for Cover Page
(1) Names and I.R.S. Identification Numbers of Reporting Persons -- Furnish
the full legal name of each person for whom the report is filed - i.e.,
each person required to sign the schedule itself - including each member
of a group. Do not include the name of a person required to be identified
in the report but who is not a reporting person. Reporting persons that
are entities are also requested to furnish their I.R.S. identification
numbers, although disclosure of such numbers is voluntary, not mandatory
(see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held as
a member of a group and the membership is expressly affirmed, please
check row 2(a). If the reporting person disclaims membership in a group or
describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to
check row 2(b)].
(3) The 3rd row is for SEC internal use; please leave blank.
2
<PAGE>
Schedule 13D dated June , 1999 is amended by the Substitution of
Items 4 and 7 for Items 4 and 7 in such Schedule 13D.
Item 4. Purpose of the Transaction.
(a) Reference is made to Item 4(b).
(b) On June 17, 1999, the Reporting Person, on behalf of an entity to be
formed for the purpose but not identified as of the date this
Amendment No. 1 to Schedule 13D is being filed, offered to purchase
the assets and business of the Issuer for $6.2 million. It is
presently contemplated that the proposed transaction will take the
form of a merger (the "Proposed Merger"), and that each Share issued
and outstanding immediately prior to the Proposed Merger will be
converted into (i) the right to receive approximately $45.16 in
cash, and (ii) the right to receive certain additional funds upon
the happening of a future, contingent event, the amount of which is
not currently able to be calculated. The offer has not been accepted
at the date of this Amendment No. 1.
(c) Reference is made to Item 4(b).
(d) It is presently contemplated that at the conclusion of the Proposed
Merger, the Board will consist of not more than three (3) persons,
one of whom will be the Reporting Person. The identity of other
Board members (who may or may not be current Board members), if any,
has not been determined as of the date of this Amendment No. 1.
(e) Reference is made to Item 4(b).
(f) Reference is made to Item 4(b).
(g) It is anticipated that changes will be made to either or both of the
charter or by-laws of the Issuer in the Proposed Merger. As
currently contemplated, the Shares of the Issuer issued and
outstanding immediately prior to the Proposed Merger will be
converted into cash (and certain other rights) and, consequently, an
effect of the Proposed Merger will be to impede the acquisition of
control of the Issuer (or the entity surviving the Proposed Merger)
after the Proposed Merger because of the resulting concentration of
ownership of the securities of the corporation which will survive
the Proposed Merger.
(h) Reference is made to Items 4(b) and 4 (g).
(i) Reference is made to Items 4(b) and 4 (g).
(j) Reference is made to Items 4(b) and 4 (g).
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) As of May 14, 1999, the Reporting Person may be deemed to beneficially own
61,068 Shares, which includes 3,277 Shares held in the name of members of
his immediate family and 3,000 shares received as a distribution,
reference made to Item 5(c). The Reporting Person disclaims beneficial
ownership of the 3,277 Shares held in the name of members of his immediate
family. The Reporting Person also disclaims beneficial ownership of the
10,000 shares of Common Stock owned by The Zinn Family Charitable Trust
(the "Trust"). The Reporting Person may be deemed to beneficially own
between 47.5% and 51% of the 122,057 shares of common stock estimated to
be outstanding on such date (based upon Post-Effective Amendment No. 2 to
the Form 10-SB of the Issuer Company, SEC File No. 000-25209), assuming
that no cash was distributed in lieu of shares of Common Stock.
(b) The Reporting Person has sole voting power with respect to 57,791 Shares
he owns. The Reporting Person may be deemed to share voting power with
respect to 2,486 Shares held in the name of his wife, Mrs. Valerie Zinn,
and 791 shares of Common Stock held in the name of his daughter, Ms. Randi
Zinn. The Reporting Person disclaims beneficial ownership of the 3,277
Shares held in the name of members of his immediate family. The Reporting
Person also disclaims beneficial ownership of the 10,000 shares owned by
the Trust. The Reporting Person has sole dispositive power with respect to
54,791 Shares. The Reporting Person may be deemed to share dispositive
power with respect to 2,486 Shares held in the name of his wife, Mrs.
Valerie Zinn, and 791 Shares held in the name of his daughter, Ms. Randi
Zinn. The Reporting Person disclaims beneficial ownership of the 3,277
Shares of Common Stock held in the name of members of his immediate
family. The Reporting Person also disclaims beneficial ownership of the
10,000 shares owned by the Trust.
(c) On March 22, 1999 BGI distributed to the Reporting Person, his wife,
Valerie Zinn, his daughter, Randi Zinn, and the Trust, 54,791, 2,386, 791
and 10,000 Shares, respectively, as part of BGI's distribution of all of
the outstanding shares of Common Stock to all of the holders of BGI's
common stock on a pro rata basis. No payment was required in order to
obtain such shares. On May 14, 1999 in connection with the issue of the
Shares to certain of its management personnel, the Issuer issued 100
Shares to Mrs. Valerie Zinn and 3,000 shares to the Reporting Person.
(d) Not applicable.
(e) Not applicable.
<PAGE>
Item 7. Material to be Filed as Exhibits
2. Offer from Michael Zinn to acquire the business and assets of Issuer.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this attachment is true, complete and
correct.
July, 1999
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(Date)
/s/ Michael F. Zinn
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(Signature)
Michael F. Zinn
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(Name/Title)
[LETTERHEAD OF MICHAEL F. ZINN]
June 17, 1999
Special Committee of the
Board of Directors
Besicorp, Ltd.
1151 Flatbush Road
Kingston, New York 12401
Dear Committee Members:
The following are the principal terms of a proposal (the "Offer") pursuant
to which Besicorp Acquisition Corp. ("Offeror") intends to acquire the business
and assets of Besicorp, Ltd. (the "Acquisition Transaction" and the "Company",
respectively). Besicorp Acquisition Corp. will be a special purpose entity to be
formed for the purpose of engaging in the Acquisition Transaction and will be
controlled by Michael Zinn, currently the Chairman of the Board, President and
Chief Executive Officer of the Company.
1. Certain Factors Influencing Offeror
The Offer is compelled by my conclusion that the Company will be unable to
continue operations, and that its prospects will be extinguished, without a
significant reorganization. Among those factors are the following:
(a) The Company's current businesses have a history of operating losses,
and it is anticipated that the Company will continue to experience operating
losses in the indeterminate future in pursuit of future opportunities for
growth.
(b) The Company's cash reserves (generated through a reorganization of its
former owner (the "Spin-off") and through certain non-recurring events) are not
sufficient to fund ongoing operations after November 30, 1999. The Company's
auditors have expressed doubt as to the ability the Company to continue as a
going concern without an infusion of additional capital. Attempts to reduce
operating expenses to preserve cash (other than by reducing costs through a
going private type transaction) will, in Offeror's estimation, impair the
ability of the Company to maintain operations at a viable level.
<PAGE>
Board of Directors
Besicorp, Ltd.
June 17, 1999
Page 2
(c) The Company's access to the capital markets is, accordingly, severally
limited. I have stated before and I reiterate here, I will not agree to any
transaction that would result in a dilution of my equity position. Accordingly,
the opportunity for the Company to attract individual or venture capital
investors is similarly limited. I will not guarantee debt of the Company, and
without a guarantee its ability to borrow is extremely unlikely.
(d) The cost of complying with the securities laws is substantial, but the
Company does not benefit from that compliance commensurate to the costs in terms
of access to the equity capital markets. In addition, the Company operates in a
hostile litigation environment, which as resulted, and may continue to result,
in significant expense and diversion of management attention.
(e) The Company has undertaken indemnity obligations in the Spin-off which are
not quantified or limited. Payment of those indemnity obligations will adversely
impact the Company's financial condition. The existence of those indemnity
obligations creates substantial uncertainties and will, in any event, impair the
ability of the Company to obtain future financing.
(f) I, as well as other members of senior management, have expressed
unwillingness to continue in the employ of the Company under current conditions.
2. The Offer
(a) The Offeror will acquire the business and assets of the Company, subject to
all its liabilities. The Offeror currently intends to effect that acquisition by
its merger (or the merger of an affiliate) with the Company, or such other
transaction which effectively accomplishes its purpose ("Acquisition
Transaction").
(b) The consideration for the Acquisition Transaction is $6.2 million, payable
in cash ("Cash Consideration"). Upon the consummation of the Acquisition
Transaction, each share of the Company's common stock outstanding immediately
prior to the Acquisition Transaction will be converted into the right to receive
$45.46 in cash.
(c) In addition to the Cash Consideration, each share of the Company's common
stock outstanding immediately prior to the Acquisition Transaction will receive
the right to participate, pro rata, in the funds released from the escrow
established by the Company, and others, in the Spin-off.
<PAGE>
Board of Directors
Besicorp, Ltd.
June 17, 1999
Page 3
3. The Company Obligations
The Company, at its sole cost and expense, will comply with the requirements of
the laws, rules and regulations governing the Acquisition Transaction, including
the Securities Exchange Act of 1934 (the "Securities Act") and will prepare and
distribute such documents and information as is required by the Securities Act,
subject to review by the counsel to the Offeror.
4. Conditions To The Offer
The consummation of the transactions contemplated in this Letter are subject to
the following conditions:
(a) The execution of a definitive acquisition agreement ("Acquisition
Agreement") on or before July [ ], 1999, acceptable to counsel to the Offeror
and containing representations and warranties as to:
(i) the due authorization and execution of Acquisition Agreement and the
transactions therein contemplated; and
(ii) compliance with the Securities Act and any other law, rule or regulation
governing the Acquisition Transaction; and
(iii) the absence of any litigation, or threat of litigation, which would
adversely effect the Acquisition Transaction or the Offeror.
(b) The closing of the Acquisition Transaction by September 30, 1999.
5. Third Party Dealing
(a) The Company may, until the date it executes an Acquisition Agreement;
(i) entertain and take part in any discussions, negotiations or arrangements for
or anticipating the sale of all or any part of the Company's business or assets;
and
(ii) make available information concerning the Company, its business and assets.
(b) The Company may, until a date 10 days prior to the date of the closing of
the Acquisition Transaction, withdraw its acceptance of the offer contained in
this letter or in an the Acquisition Agreement if, in the opinion its investment
advisor, it receives a higher and better offer ("Competing Offer") for all or a
portion of its business or assets than is contained in this letter or in an
Acquisition Agreement, from an entity which is
<PAGE>
Board of Directors
Besicorp, Ltd.
June 17, 1999
Page 4
ready and able to complete a transaction contained in such offer and the
consummation of such transaction is likely. In the event such a Competing Offer
is received, Offeror shall have the right of first refusal to match the
Competing Offer.
This letter shall be constructed and governed in accordance with the laws of the
State of New York.
Please confirm your agreement to and acceptance of the terms and conditions set
out in this letter by signing where indicated and returning the enclosed copy.
It is understood that acceptance of the offer is contingent upon the approval
and ratification of the full board of directors of the Company.
Very truly yours,
/s/ Michael F. Zinn
------------------------------
Michael F. Zinn
ACCEPTED AND AGREED:
BESICORP, LTD.
By:
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Melanie Norden
Chairperson of the Special Committee
