UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
GUNTHER INTERNATIONAL, LTD.
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(Name of Issuer)
Common Stock, $.001 Par Value
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(Title of Class of Securities)
403203 10 2
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(CUSIP Number)
Stephen V. Burger
Carter, Ledyard & Milburn
2 Wall Street, New York, New York 10005
(212) 732-3200
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 29, 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 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).
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CUSIP No. 403203 10 2
1 NAME OF REPORTING PERSON: June H. Geneen, Executor
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITLES ONLY): Not Applicable
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 1,716,380 Shares*
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 1,716,380 Shares*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 1,716,380 Shares*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 39.1%
14 TYPE OF REPORTING PERSON: IN
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*Includes 103,067 shares issuable upon exercise of warrants, and 500 shares
issuable upon conversion of 500 shares of Series B Common Stock.
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CUSIP No. 403203 10 2
1 NAME OF REPORTING PERSON: Phil E. Gilbert, Jr., Executor
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITLES ONLY): Not Applicable
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 1,716,380 Shares*
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 1,716,380 Shares*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 1,716,380 Shares*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 39.1%
14 TYPE OF REPORTING PERSON: IN
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*Includes 103,067 shares issuable upon exercise of warrants, and 500 shares
issuable upon conversion of 500 shares of Series B Common Stock.
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<PAGE>
CUSIP No. 403203 10 2
1 NAME OF REPORTING PERSON: Thomas W. Keesee, Jr., Executor
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITLES ONLY): Not Applicable
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 1,716,380 Shares*
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 1,716,380 Shares*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 1,716,380 Shares*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 39.1%
14 TYPE OF REPORTING PERSON: IN
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*Includes 103,067 shares issuable upon exercise of warrants, and 500 shares
issuable upon conversion of 500 shares of Series B Common Stock.
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<PAGE>
CUSIP No. 403203 10 2
1 NAME OF REPORTING PERSON: United States Trust Company of New York
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITLES ONLY): 13-381-8954
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: New York
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 1,716,380 Shares*
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 1,716,380 Shares*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 1,716,380 Shares*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 39.1%
14 TYPE OF REPORTING PERSON: CO
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*Includes 103,067 shares issuable upon exercise of warrants, and 500 shares
issuable upon conversion of 500 shares of Series B Common Stock.
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<PAGE>
Item 1. Security and Issuer
This Statement on Schedule 13D relates to the Common Stock, $.001 par
value (the "Common Stock") of Gunther International, Ltd., a Delaware
corporation (the "Issuer"). The principal executive officers of the Issuer are
located at One Winnenden Road, Norwich, Connecticut 06360.
Item 2. Identity and Background
This Statement is being filed by the following persons in their capacities
as executors of the Estate of Harold S. Geneen (the "Estate"): June H. Geneen;
Phil E. Gilbert, Jr.; Thomas W. Keesee, Jr.; and United States Trust Company of
New York. Such persons are hereinafter referred to collectively as the
"Executors." The Executors qualified as such by the issuance on December 29,
1997, of final letters testamentary by the Surrogate's Court in and for the
County of New York.
Following is certain information concerning the Executors:
I. Name - June H. Geneen
Residence Address - 740 Jockey Hill Road
Lisbon, New Hampshire 03585
Present Principal Occupation
or Employment - None
Citizenship - United States
II. Name - Phil E. Gilbert, Jr.
Business Address: - Gilbert Segall & Young
430 Park Avenue
New York, New York 10022
Present Principal Occupation
or Employment - Attorney, Counsel to the law
firm of Gilbert Segall & Young
(see above)
Citizenship - United States
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<PAGE>
III. Name - Thomas W. Keesee, Jr.
Residence Address - 140 Sarles Road, RD 3
Mount Kisco, New York 10549
Present Principal Occupation
or Employment - Self-employed financial
consultant
Citizenship - United States
IV. Name - United States Trust Company of
New York
State of Organization - New York
Principal Business - State chartered bank and trust
company
Address of Principal - 114 West 47th Street
Business and Principal New York, New York 10036
Office
During the last five years, none of the Executors has been convicted in any
criminal proceeding, or has been a party to a civil proceeding as a result of
which such Executor was or is subject to a judgment, decree or final order
either 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
No funds or other consideration was used or is to be used by the Executor
in making any purchases of Common Stock. The Executors are the beneficial owners
of Common Stock solely in their capacities as executors of the Estate.
Item 4. Purpose of Transaction
On October 2, 1998, the Issuer completed a comprehensive $5.7 million
refinancing transaction, the proceeds of which have been utilized to (1)
restructure and replace the Issuer's pre-existing senior line of credit with
BankBoston, N.A., (2) pay DataCard Corporation approximately $1.4 million in
full settlement of amounts due and owing to it for providing third-party
maintenance services to certain purchasers of the Issuer's systems, and (3)
furnish additional working capital to fund the Issuer's ongoing business
operations. On that date, the Issuer, BankBoston, N.A., the Executors and
Gunther Partners LLC, a Delaware limited liability company ("GP"), entered into
an
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<PAGE>
agreement (the "Omnibus Agreement") pursuant to which (a) GP agreed to loan to
the Issuer an aggregate of $4 million, (b) the Estate and the Issuer consented
to the liquidation of approximately $1.7 million of certain collateral which
Harold S. Geneen had pledged as security for his guaranty of the payment of
certain indebtedness outstanding under the Issuer's old senior line of credit
with BankBoston, N.A., and (c) BankBoston, N.A. agreed that upon such
liquidation, the Estate will be released from any further obligations under the
said guaranty, and any excess funds collected from the liquidation and all
remaining pledged collateral will be returned to the Estate.
The Issuer has executed a promissory note in favor of the Estate in the
principal amount of $1,701,168.75 (the "Promissory Note"), evidencing the
Issuer's obligation to repay the amount of the collateral that was liquidated by
BankBoston, N.A., together with interest at the rate of 5.44% per annum. The
Promissory Note is due and payable on the first to occur of (1) the date that is
one year following the date of the payment in full of the Issuer's $4 million
loan from GP and all related obligations of the Issuer to GP, (2) October 2,
2004, and (3) such earlier date on which the Promissory Note may become due and
payable as a result of acceleration as provided in the Promissory Note. The
Issuer has also entered into a Security Agreement with the Executors (the
"Security Agreement"), in which the Issuer granted the Estate a security
interest in all of the Issuer's tangible and intangible personal property as
security for the indebtedness evidenced by the Promissory Note. The Issuer's
obligations to the Estate under the Promissory Note and the Security Agreement
are subordinated to the Issuer's obligations to GP with respect to GP's $4
million loan to the Issuer. Such subordination is provided for in a
Subordination and Intercreditor Agreement dated as of October 2, 1998, by and
among GP, the Executors and the Issuer (the "Intercreditor Agreement").
Also pursuant to the Omnibus Agreement, the Issuer issued to GP stock
purchase warrants (the "Warrants") exercisable for a number of shares of Common
Stock ("Warrant Shares") that is equal to 35% of the pro forma, fully diluted
number of shares of Common Stock as of the date of exercise. The pro forma,
fully diluted number of shares of Common Stock will be the sum of (i) all shares
of Common Stock issued and outstanding on the date of exercise, (ii) all shares
of Common Stock that are issuable upon the exercise of any then exercisable
rights, options or warrants to purchase shares of Common Stock, including shares
issuable upon exercise of the Warrants, and (iii) all shares of Common Stock
that are issuable upon the conversion of securities then convertible into shares
of Common Stock; but shall not include any shares of Common Stock (x) issued
after October 1, 1998, by the Issuer in a bona fide public offering registered
under the Securities Act of 1933, or (y) any shares of Common Stock issuable
upon the exercise of any stock purchase warrants issued in connection with the
Company's initial public offering consummated on December 20, 1993 (including
any such warrants issued to the underwriters of such offering or upon the
exercise of the over-allotment option granted to such underwriters) unless the
expiration date of such warrants is extended beyond the expiration date in
effect as of October 2, 1998 (in which case, such warrants shall be deemed to be
included in the calculation of the pro forma, fully diluted number of shares of
Common Stock).
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<PAGE>
The Warrants are not exercisable until January 1, 1999, and expire on
October 1, 2003, and the exercise price of the Warrants is $1.50 per share,
subject to adjustment in certain events. As of the date of this Statement, the
Warrants would be exercisable for 2,591,616 Warrant Shares.
Also in connection with the Omnibus Agreement, the Issuer, Park Investment
Partners, Inc., a corporation 50% owned by the Estate ("Park Investment"),
Gerald H. Newman, GP, the Estate, Four Partners and Robert Spiegel entered into
a Voting Agreement dated as of October 2, 1998 (the "Voting Agreement"),
pursuant to which the parties agreed to vote all shares of capital stock of the
Issuer owned by them at any time for election to the Board of Directors of the
Issuer of a number of individuals nominated by GP sufficient to constitute a
majority of the Board of Directors, one individual nominated by the Estate and
one individual nominated by Park Investment. At present, no individual has been
nominated by the Estate, and Gerald H. Newman is the nominee of Park Investment.
Based on information obtained from Amendment No. 5 dated October 7, 1998, to the
Statement on Schedule 13D filed by GP, Four Partners and Robert Spiegel with
respect to their beneficial ownership of Common Stock, the Executors believe
that (i) GP has voting power with respect to no shares of currently outstanding
Common Stock, (ii) Four Partners has sole voting power with respect to 494,189
currently outstanding shares of Common Stock, and (iii) Robert Spiegel has sole
voting power with respect to 117,000 currently outstanding shares of Common
Stock. In addition, the Executors have been advised by Gerald H. Newman that he
has sole voting power with respect to 76,702 currently outstanding shares of
Common Stock. Therefore, as of the date of this Statement, the Executors believe
that Park Investment, Gerald H. Newman, the Estate, GP, Four Partners and Robert
Spiegel own in the aggregate 2,300,704 currently outstanding shares of Common
Stock, which are approximately 53.6% of the shares of Common Stock outstanding
on October 31, 1998 (assuming no exercise of outstanding warrants and options),
and that such 2,300,704 shares are currently those which are subject to the
Voting Agreement.
Apart from the foregoing, none of the Executors currently has a plan or
proposal which relates to or would result in:
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving the Issuer or any of its
subsidiaries;
(c) a sale or transfer of a material amount of the assets of the
Issuer or any of its subsidiaries;
(d) any change in the present board of directors or management of the
Issuer, including any plan or proposal to change the number or term of
directors or to fill any existing vacancies on the board;
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<PAGE>
(e) any material change in the present capitalization or dividend
policy of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter or by-laws or other actions which
may impede the acquisition of control of the Issuer by any person;
(h) a class of securities of the Issuer being delisted from a national
securities exchange or ceasing to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) and (b) The Executors are the joint beneficial owners of an aggregate
of 1,716,380 shares of Common Stock, or approximately 39.1% of the 4,288,602
shares of Common Stock which, the Issuer has advised the Executors, were
outstanding on October 31, 1998 (plus the issuable shares referred to in
paragraphs (3), (4) and (5) below). These 1,716,380 shares are comprised of:
(1) 225,824 shares of Common Stock held by the Estate, as to which
shares the Executors share voting and dispositive power with each other;
(2) 1,386,989 shares of Common Stock held by Park Investment (a
corporation which is 50% owned by the Estate), as to which shares the
Executors share voting and dispositive power with each other and with
Gerald H. Newman (the other 50% owner of Park Investment);
(3) 100,400 shares of Common Stock issuable upon exercise of warrants
granted by the Issuer to Park Investment, as to which shares the Executors
would share voting and dispositive power with each other and with Gerald H.
Newman;
(4) 2,667 shares of Common stock issuable upon exercise of warrants
granted by the Issuer to Mr. Geneen and currently held by the Estate, as to
which shares the Executors would share voting and dispositive power with
each other; and
(5) 500 shares of Common Stock issuable upon conversion of 500 shares
of the Issuer's Series B Common Stock held by Park Investment, as to which
shares the Executors would share voting and dispositive power with each
other and with Gerald H. Newman.
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<PAGE>
See Item 4 of this Statement for a description of certain voting rights
shared by the Executors, Park Investment and Mr. Newman with GP, Four Partners
and Robert Spiegel pursuant to the Voting Agreement.
The Executors have been advised that Gerald H. Newman is a citizen of the
United States and is principally employed as a private investor. His business
address is 17161 Coral Cove Way, Boca Raton, Florida 33496. To the best
knowledge of the Executors, during the past five years, Mr. Newman has not been
convicted in any criminal proceeding, and has not been a party to a civil
proceeding as a result of which he was or is subject to a judgment, decree or
final order either 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.
(c) No transactions in the Common Stock have been effected by the Executors
or the Estate since December 29, 1997, the date on which the Executors qualified
as executors of the Estate.
(d) No person other than the Executors and Mr. Newman has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares reported above in this Item 5.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to
Securities of the Issuer
The summary set forth in Item 4 of certain provisions of the Omnibus
Agreement, the Promissory Note, the Security Agreement, the Intercreditor
Agreement and the Voting Agreement is hereby incorporated by reference in this
Item 6 and is qualified in its entirety by reference to the full text of such
documents, which are exhibits to this Schedule 13D and are hereby incorporated
by reference in this Item 6.
Except as set forth in Item 4 of this Statement, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
Executors or between them and any other person with respect to the securities of
the Company, including but not limited to contracts, arrangements or
understandings with respect to transfer or voting of any of such securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
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<PAGE>
Item 7. Material to be filed as Exhibits
Exhibit 1. Agreement regarding the joint filing of this Statement.
Exhibit 2. Agreement (Omnibus Agreement) made October 2, 1998, by and
among the Issuer, BankBoston, N.A., the Executors and GP,
filed as Exhibit 99.2 to the Current Report on Form 8-K of the
Issuer bearing cover date of October 2, 1998 (the "Form 8-K"),
and incorporated herein by reference.
Exhibit 3. Promissory Note dated October 2, 1998, in the amount of
$1,701,168.75, executed by and delivered by the Issuer to the
Executors as co-executors of the Estate, filed as Exhibit 99.3
to the Form 8-K and incorporated herein by reference.
Exhibit 4. Security Agreement made October 2, 1998, between the Issuer
and the Executors, filed as Exhibit 99.4 to the Form 8-K and
incorporated herein by reference.
Exhibit 5. Subordination and Intercreditor Agreement entered into as
of October 2, 1998, by and among GP, the Executors and the
Issuer, filed as Exhibit 99.9 to the Form 8-K and incorporated
herein by reference.
Exhibit 6. Voting Agreement dated as of October 2, 1998, between the
Issuer, Park Investment, Gerald H. Newman, GP, the Estate,
Four Partners and Robert Spiegel, filed as Exhibit 99.12 to
the Form 8-K and incorporated herein by reference.
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<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Date: November 24, 1998
/s/June H. Geneen
-----------------
June H. Geneen
/s/Phil E. Gilbert, Jr.
-----------------------
Phil E. Gilbert, Jr.
/s/Thomas W. Keesee, Jr.
------------------------
Thomas W. Keesee, Jr.
UNITED STATES TRUST COMPANY
OF NEW YORK
By:/s/George P. Ligotti
Print name: George P. Ligotti
Title: Vice President
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<PAGE>
EXHIBIT 1
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<PAGE>
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree that this Schedule 13D relating
to the Common Stock, par value $0.001 per share, of Gunther International, Ltd.,
as the same may be amended from time to time hereafter, is being filed with the
Securities and Exchange Commission on behalf of each of them.
Date: November 24, 1998
/s/June H. Geneen
-----------------
June H. Geneen
/s/Phil E. Gilbert, Jr.
-----------------------
Phil E. Gilbert, Jr.
/s/Thomas W. Keesee, Jr.
------------------------
Thomas W. Keesee, Jr.
UNITED STATES TRUST COMPANY
OF NEW YORK
By:/s/George P. Ligotti
-----------------------
Print name: George P. Ligotti
Title: Vice President
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