FORM 4
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of
the Securities Exchange Act of
1934, Section 17(a) of the
Public Utility Holding Company Act of 1935
or Section 30(f) of the Investment Company Act of 1940
|_| Check this box if no longer subject to Section 16.
Form 4 or Form 5 obligations may continue.
See Instruction 1(b).
1. Name and Address of Reporting Person*:
Four Partners
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(LAST) (FIRST) (MIDDLE)
c/o Thomas J. Tisch
667 Madison Avenue
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(STREET)
New York, New York 10021
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(CITY) (STATE) (ZIP)
2. Issuer Name and Ticker or Trading Symbol:
Gunther International, Ltd. (SORT)
3. IRS Identification Number of Reporting Person, if an entity (Voluntary):
4. Statement for Month/Year:
11/1998
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5. If Amendment, Date of Original:
(Month/Year)
6. Relationship of Reporting Person(s) to Issuer: (Check all applicable)
_____ Director
_____ Officer (give title below)
__X__ 10% Owner
_____ Other (specify below)
7. Individual or Joint/Group Filing (Check Applicable Line)
____ Form filed by One Reporting Person
__X__ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned
1. Title of Security:
(Instr. 3)
Common Stock, $0.001 par value ("Common Stock")
2. Transaction Date:
(Month/Day/Year)
3. Transaction Code:
(Instr. 8)
Code V
S
4. Securities Acquired (A) or Disposed of (D):
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(Instr. 3, 4 and 5)
Amount (A) or (D) Price
494,189 D $1.225 (see explanation)
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
0
6. Ownership Form: Direct (D) or Indirect (I):
(Instr. 4)
7. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
4(b)(v).
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Table II - Derivative Securities Acquired, Disposed of, or
Beneficially Owned (e.g., puts, calls, warrants, options,
convertible securities)
1. Title of Derivative Security:
(Instr. 3)
Warrants issued December 20, 1993 ("IPO Warrants")
Warrants issued October 2, 1998 ("Loan Warrants")
2. Conversion or Exercise Price of Derivative Security:
IPO Warrants - $6.00 per share of Common Stock
Loan Warrants - $1.50 per share of Common Stock
3. Transaction Date:
(Month/Day/Year)
IPO Warrants -
Loan Warrants - November 24, 1998
4. Transaction Code:
(Instr. 8)
Code V
IPO Warrants -
Loan Warrants - D
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
- IPO Warrants -
D - Loan Warrants- 2,105,688
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable
IPO Warrants - 12/20/1994
Loan Warrants - 1/1/1999
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Expiration Date
IPO Warrants - 12/20/1998
Loan Warrants - 10/2/2003
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title Amount or Number of Shares
IPO Warrants - Common Stock 115,000 shares
Loan Warrants - Common Stock 2,105,688 shares
8. Price of Derivative Security:
(Instr. 5)
IPO Warrants -
Loan Warrants - $0.1331 (per share of underlying Common Stock) (See
Explanation)
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
IPO Warrants - 115,000
Loan Warrants- 0
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
IPO Warrants - D
Loan Warrants -
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
This Form 4 is being filed jointly by Four Partners ("FP"), a
New York general partnership, and Gunther Partners, LLC ("GP"), a
Delaware limited liability company. FP is the designated filer.
The sole partners of FP are Andrew H. Tisch 1991 Trust, for
which Andrew H. Tisch is the managing trustee, Daniel R. Tisch 1991
Trust, for which
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Daniel R. Tisch is the managing trustee, James S. Tisch 1991 Trust, for
which James S. Tisch is the managing trustee, and Thomas J. Tisch 1991
Trust, for which Thomas J. Tisch is the managing trustee. Andrew H.
Tisch, Daniel R. Tisch, James S. Tisch and Thomas J. Tisch are brothers
and are referred to herein as the "Messrs. Tisch." Thomas J. Tisch has
been appointed the Manager of FP.
The members of GP are FP, Robert Spiegel , Richard Spiegel
1987 Trust and Thomas M. Steinberg. Thomas J. Tisch has been appointed
the Manager of GP. Beneficial ownership of securities of the issuer by
other members of GP and agreements between FP and the other members of
GP have been previously reported in Amendment No. 5 to the Schedule 13D
of FP filed with the Securities and Exchange Commission on October 7,
1998.
On November 17, 1998, GP distributed all Loan Warrants that it
held to its members on a pro rata basis. The members of GP had
previously reported beneficial ownership of their pro rata shares of
the Loan Warrants held by GP.
On November 24, 1998, FP transferred 494,189 shares of Common
Stock and Loan Warrants exercisable for 2,105,688 shares of Common
Stock to Four-Fourteen Partners, LLC, a Delaware limited liability
company ("4-14P"). The members of 4-14P are trusts for the benefit of
the offspring of the Messrs. Tisch, partnerships the partners of which
are such trusts and partnerships the partners of which are such
partnerships. The Messrs. Tisch serve as the trustees of such trusts.
Thomas J. Tisch has been appointed the Manager of 4-14P. The transfer
from FP to 4-14P was made at the fair market value of the shares of
Common Stock and Loan Warrants.
The filing of this statement is not an admission by FP or GP
that FP or GP and any other person or persons constitute a "group" for
purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended, or Rule 13d-5 thereunder or that FP or GP is the beneficial
owner of any securities owned by any other person.
FOUR PARTNERS
/s/ Thomas J. Tisch
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** Signature of Reporting Person
Date: December 10, 1998
** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of the Form, one of which must be manually signed. If
space provided is insufficient, see Instruction 6 for procedure.
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 Number.
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Attachment To Form 4 of Four Partners
in Respect of Gunther International, Ltd. (SORT)
Statement for Month/Year: 11/1998
This Form 4 is being filed jointly by Four Partners ("FP"), a
New York general partnership, and Gunther Partners, LLC ("GP"), a Delaware
limited liability company.
Joint Filer Information
1. Name and Address of Reporting Person:
Gunther Partners, LLC
c/o Thomas J. Tisch
667 Madison Avenue
New York, NY 10021
2. Issuer Name and Ticker or Trading Symbol:
Gunther International, Ltd. (SORT)
3. IRS Identification Number of Reporting Person, if an entity (Voluntary):
4. Statement for Month/Year:
11/1998
5. If Amendment, Date of Original:
(Month/Year)
6. Relationship of Reporting Person(s) to Issuer: (Check all applicable)
_____ Director
_____ Officer (give title below)
__X__ 10% Owner
_____ Other (specify below)
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7. Individual or Joint/Group Filing (Check Applicable Line)
____ Form filed by One Reporting Person
_X__ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned
1. Title of Security:
(Instr. 3)
2. Transaction Date:
(Month/Day/Year)
3. Transaction Code:
(Instr. 8)
Code V
4. Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I):
(Instr. 4)
7. Nature of Indirect Beneficial Ownership:
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(Instr. 4)
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
4(b)(v).
Table II - Derivative Securities Acquired, Disposed of, or
Beneficially Owned (e.g., puts, calls, warrants, options,
convertible securities)
1. Title of Derivative Security:
(Instr. 3)
Warrants issued October 2, 1998 ("Loan Warrants")
2. Conversion or Exercise Price of Derivative Security:
Loan Warrants - $1.50 per share of Common Stock
3. Transaction Date:
(Month/Day/Year)
Loan Warrants - November 17, 1998
4. Transaction Code:
(Instr. 8)
Code V
Loan Warrants - J
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
D - Loan Warrants- 2,591,616
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable
Loan Warrants - 1/1/1999
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Expiration Date
Loan Warrants - 10/2/2003
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title Amount or Number of Shares
Loan Warrants - Common Stock 2,591,616 shares
8. Price of Derivative Security:
(Instr. 5)
Loan Warrants - (See Explanation to Form 4 of FP)
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
Loan Warrants- 0
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
GUNTHER PARTNERS, LLC
By: /s/ Thomas J. Tisch
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Thomas J. Tisch
Manager
Date: December 10, 1998
