UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Gunther International, Ltd.
- ------------------------------------------------------------------------------
(Name of Company)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
403203 10 2
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(CUSIP Number)
Thomas J. Tisch
667 Madison Avenue
New York, NY 10021
(212) 521-2927
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 2, 1998
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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 this statement, including all exhibits. See ss.240.13d-7(b) 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).
<PAGE>
SCHEDULE 13D
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CUSIP No. 403203 10 2 Page 2 of 21 Pages
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- -------- --------------------------------------------------------------------
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entity Only)
Gunther Partners, LLC
- -------- --------------------------------------------------------------------
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
- -------- --------------------------------------------------------------------
3
SEC USE ONLY
- -------- --------------------------------------------------------------------
4
SOURCE OF FUNDS*
WC
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5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_|
- -------- --------------------------------------------------------------------
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
====-------------------------------------------------------------------------
- ------------------ ------- --------------------------------------------------
7
NUMBER OF SOLE VOTING POWER
SHARES 2,591,616
------- --------------------------------------------------
8
BENEFICIALLY SHARED VOTING POWER
OWNED BY 1,801,916
------- --------------------------------------------------
EACH 9
SOLE DISPOSITIVE POWER
REPORTING
2,591,616
------- --------------------------------------------------
PERSON 10
SHARED DISPOSITIVE POWER
WITH
-0-
- ------------------ ------- --------------------------------------------------
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,393,532
- -------- --------------------------------------------------------------------
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* |X|
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13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.9%
- -------- --------------------------------------------------------------------
14
TYPE OF REPORTING PERSON*
OO
- -------- --------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
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CUSIP No. 403203 10 2 Page 3 of 21 Pages
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- -------- --------------------------------------------------------------------
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entity Only)
Four Partners
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2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
- -------- --------------------------------------------------------------------
3
SEC USE ONLY
- -------- --------------------------------------------------------------------
4
SOURCE OF FUNDS*
WC
- -------- --------------------------------------------------------------------
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
- -------- --------------------------------------------------------------------
7
NUMBER OF SOLE VOTING POWER
SHARES 2,714,877
------- --------------------------------------------------
8
BENEFICIALLY SHARED VOTING POWER
OWNED BY -0-
------- --------------------------------------------------
EACH 9
SOLE DISPOSITIVE POWER
REPORTING
2,714,877
------- --------------------------------------------------
PERSON 10
SHARED DISPOSITIVE POWER
WITH
-0-
- ------------------ ------- --------------------------------------------------
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,714,877
- -------- --------------------------------------------------------------------
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* |X|
- -------- --------------------------------------------------------------------
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.7%
- -------- --------------------------------------------------------------------
14
TYPE OF REPORTING PERSON*
PN
- -------- --------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
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CUSIP No. 403203 10 2 Page 4 of 21 Pages
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- -------- --------------------------------------------------------------------
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entity Only)
Robert Spiegel
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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
- -------- --------------------------------------------------------------------
4
SOURCE OF FUNDS*
PF
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5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_|
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6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------- --------------------------------------------------------------------
7
NUMBER OF SOLE VOTING POWER
SHARES 620,742
------- --------------------------------------------------
8
BENEFICIALLY SHARED VOTING POWER
OWNED BY -0-
------- --------------------------------------------------
EACH 9
SOLE DISPOSITIVE POWER
REPORTING
620,742
------- --------------------------------------------------
PERSON 10
SHARED DISPOSITIVE POWER
WITH
-0-
- ------------------ ------- --------------------------------------------------
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
620,742
- -------- --------------------------------------------------------------------
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* |X|
- -------- --------------------------------------------------------------------
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.9%
- -------- --------------------------------------------------------------------
14
TYPE OF REPORTING PERSON*
IN
- -------- --------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
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CUSIP No. 403203 10 2 Page 5 of 21 Pages
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1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entity Only)
Richard Spiegel 1987 Trust
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2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
- -------- --------------------------------------------------------------------
3
SEC USE ONLY
- -------- --------------------------------------------------------------------
4
SOURCE OF FUNDS*
OO
- -------- --------------------------------------------------------------------
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_|
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6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------- --------------------------------------------------------------------
7
NUMBER OF SOLE VOTING POWER
SHARES 79,790
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8
BENEFICIALLY SHARED VOTING POWER
OWNED BY -0-
------- --------------------------------------------------
EACH 9
SOLE DISPOSITIVE POWER
REPORTING
79,790
------- --------------------------------------------------
PERSON 10
SHARED DISPOSITIVE POWER
WITH
-0-
- ------------------ ------- --------------------------------------------------
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,790
- -------- --------------------------------------------------------------------
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* |_|
- -------- --------------------------------------------------------------------
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
- -------- --------------------------------------------------------------------
14
TYPE OF REPORTING PERSON*
OO
- -------- --------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
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CUSIP No. 403203 10 2 Page 6 of 21 Pages
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1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entity Only)
Thomas M. Steinberg
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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*
PF
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5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_|
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6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7
NUMBER OF SOLE VOTING POWER
SHARES 32,395
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8
BENEFICIALLY SHARED VOTING POWER
OWNED BY -0-
------- --------------------------------------------------
EACH 9
SOLE DISPOSITIVE POWER
REPORTING
32,395
------- --------------------------------------------------
PERSON 10
SHARED DISPOSITIVE POWER
WITH
-0-
- ------------------ ------- --------------------------------------------------
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,395
- -------- --------------------------------------------------------------------
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* |X|
- -------- --------------------------------------------------------------------
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%%
- -------- --------------------------------------------------------------------
14
TYPE OF REPORTING PERSON*
IN
- -------- --------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 403203 10 2 13D Page 7 of 21 Pages
This Statement amends, supplements and restates the Schedule 13D
(the "Schedule 13D") of Four Partners, a New York general partnership, filed
with the Securities and Exchange Commission on March 23, 1995, as amended by
Amendment No. 1 dated April 6, 1995, Amendment No. 2 dated June 23, 1995,
Amendment No. 3 dated August 24, 1995 and amendment No. 4 dated October 23,
1996, with respect to the Common Stock, $.001 par value per share, of Gunther
International, Ltd.
Item 1. Security and Company.
The title of the class of equity securities to which this
Statement relates is the Common Stock, par value $.001 per share (the "Common
Stock"), of Gunther International, Ltd. (the "Company"). The principal executive
offices of the Company are located at One Winnenden Road, Norwich, Connecticut
06360.
Item 2. Identity and Background.
(a) - (c), (f)
This statement is being filed by the following entities and
individuals:
1. Gunther Partners, LLC, a Delaware limited liability company
("GP");
2. Four Partners, a New York general partnership ("FP");
3. Robert Spiegel ("Spiegel")
4. Richard Spiegel 1987 Trust ("Spiegel Trust"); and
5. Thomas M. Steinberg ("Steinberg").
GP, FP, Spiegel, Spiegel Trust and Steinberg are referred to herein individually
as a "Reporting Person" and collectively as the "Reporting Persons."
The Company, BankBoston, N.A., the co-executors of the Estate of
Harold S. Geneen (the "Geneen Estate") and GP entered into an Agreement dated
October 2, 1998 (the "Omnibus Agreement") relating to the restructuring of
certain indebtedness of the Company. In connection with the Omnibus Agreement,
the Company and GP entered into a Loan and Security Agreement dated October 2,
1998 (the "Loan Agreement") pursuant to which GP made loans to the Company (the
"Loans") in the principal amount of $4,000,000.
<PAGE>
CUSIP No. 403203 10 2 13D Page 8 of 21 Pages
As an inducement to GP to make the Loans to the Company, the
Company issued to GP stock purchase warrants (the "Warrants") exercisable for
the 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 Warrants are not exercisable until January 1, 1999. As of the date
hereof, the Warrants would be exercisable for 2,591,616 Warrant Shares. The
manner in which the pro forma, fully diluted number of shares of Common Stock as
of the date of exercise is computed is described in Item 6 below (the maximum
number of Warrant Shares issuable upon exercise of the Warrants may increase or
decrease depending on the number of pro forma, full diluted shares of Common
Stock, as described in Item 6). The Reporting Persons have elected to report
beneficial ownership of the Warrant Shares at this time notwithstanding that
Rule 13d-3 under the Exchange Act does not attribute to them beneficial
ownership of securities which they have the right to obtain upon the exercise of
warrants unless the securities can be obtained within 60 days. The Company and
GP also entered into a Registration Rights Agreement dated as of October 2, 1998
pursuant to which the Company has agreed to register the Warrants and the
Warrant Shares under the Securities Act of 1933, as amended (the "Securities
Act").
Also in connection with the Omnibus Agreement, the Company, Park
Investment Partners, Inc., Gerald H. Newman, GP and the Geneen Estate entered
into a Voting Agreement dated October 2, 1998 (the "Voting Agreement") pursuant
to which the parties agreed to vote all shares of capital stock owned by them
for election to the Board of Directors of the Company of a number of individuals
nominated by GP sufficient to constitute a majority of the Board of Directors,
one individual nominated by the Geneen Estate and one individual nominated by
Park Investment Partners, Inc. As of the date hereof, Park Investment Partners,
Inc., Gerald H. Newman, GP and the Geneen Estate own in the aggregate 1,801,916
shares of Common Stock (the "Voting Agreement Shares"), which is approximately
41.0% of the outstanding shares of Common Stock (assuming no exercise of the
Warrants or other outstanding warrants and options).
By signing this statement, each Reporting Person agrees that this
Statement is filed on its or his behalf. The filing of this statement is not an
admission by any Reporting Person that such Reporting Person and any other
Reporting Person or Reporting Persons constitute a "group" for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or Rule 13d-5 thereunder. Each Reporting Person disclaims
beneficial ownership of any shares of Common Stock owned by any other Reporting
Person, except to the extent that beneficial ownership is expressly reported
herein.
<PAGE>
CUSIP No. 403203 10 2 13D Page 9 of 21 Pages
GP
The members of GP are FP, Mr. Spiegel, Spiegel Trust and Mr.
Steinberg. GP was formed for the purpose of making the Loans and acquiring the
Warrants. The mailing address of GP is c/o Thomas J. Tisch, 667 Madison Avenue,
New York, New York 10021. Thomas J. Tisch has been appointed the Manager of GP.
GP was formed pursuant to a Limited Liability Company Agreement
dated as of September 28, 1998 (the "GP LLC Agreement") by and among Thomas J.
Tisch, as the Manager of GP, and FP, Mr. Spiegel, Spiegel Trust and Mr.
Steinberg, as the members of GP. The members contributed an aggregate of
$4,000,000 to GP. The percentage ownership interests in GP of FP, Mr. Spiegel,
Spiegel Trust and Mr. Steinberg are 81.25%, 15%, 2.5% and 1.25%, respectively.
The GP LLC Agreement provides that GP shall be managed by the Manager, who shall
have full, complete and exclusive authority to manage and control the Business,
affairs, and properties of GP and to make all decisions regarding the same and
to perform all other acts or activities customary or incident to the management
of GP's business.
GP intends to distribute the Warrants to the members of GP pro
rata according to their membership interests. Accordingly, each member has
reported herein beneficial ownership of its pro rata share of the Warrants. The
members of GP reserve the right to further distribute the Warrants to members of
their families or in the case of FP, to the trusts that are the members of FP,
the beneficiaries of such trusts, members of the families of those
beneficiaries, trusts for the benefit of members of their families or
partnerships or limited liability companies owned by one or more of the
foregoing.
FP
The principal business of FP is investments. The mailing address
of FP is c/o Thomas J. Tisch, 667 Madison Avenue, New York, New York 10021.
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
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. The foregoing trusts are referred
to herein as the "Tisch Trusts". Andrew H. Tisch, Daniel R. Tisch, James S.
Tisch and Thomas J. Tisch are referred to herein as the "Messrs. Tisch". Thomas
J. Tisch has been appointed the Manager of FP.
<PAGE>
CUSIP No. 403203 10 2 13D Page 10 of 21 Pages
Set forth below is certain information with respect to the Messrs.
Tisch:
Present Principal
Name Business Addres Occupation
Andrew H. Tisch 667 Madison Avenue Chairman of the
New York, NY 10021 Management Committee,
Loews Corporation (a
public company
primarily engaged in
insurance and
tobacco)
Daniel R. Tisch c/o Mentor Partners, L.P. General Partner,
500 Park Avenue Mentor Partners,
New York, NY 10022 L.P. (a partnership
engaged in investment
activities)
James S. Tisch 667 Madison Avenue President and Chief
New York, NY 10021 Operating Officer,
Loews Corporation (a
public company
primarily engaged in
insurance and
tobacco)
Thomas J. Tisch 667 Madison Avenue Managing Partner of
New York, NY 10021 FLF Associates and
Manager of FP and
Four-Fourteen
Partners, LLC
(partnerships and
limited liability
companies engaged in
investment
activities)
The Messrs. Tisch are brothers and are United States citizens.
Mr. Spiegel
The residence address of Mr. Spiegel is 19850 Beach Road,
Tequesta, Florida 33469. Mr. Spiegel's principal occupation or employment is a
private investor. Prior to May 1995, Mr. Spiegel was Chairman and President of
RJR Drug Distributors (retail drug stores). Mr. Spiegel is a United States
citizen.
<PAGE>
CUSIP No. 403203 10 2 13D Page 11 of 21 Pages
Spiegel Trust
Spiegel Trust is a trust for the benefit of Richard Spiegel, Mr.
Spiegel's son. The trustees of Spiegel Trust are Mr. Spiegel and Gail H.
Spiegel, Mr. Spiegel's wife. The address of Spiegel Trust is Robert Spiegel,
Trustee, 19850 Beach Road, Tequesta, Florida 33469.
Mr. Steinberg
Mr. Steinberg's residence address is 199 Aycrigg Avenue, Passaic
Park, New Jersey 07055. Mr. Steinberg's principal occupation or employment is
President, Tisch Financial Management (manages investments and provides services
to members of the Tisch family), 667 Madison Avenue, New York, New York 10021.
Mr. Steinberg is a United States citizen.
(d)-(e)
During the last five years, none of the persons or entities named
in this Item 2 has been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors), and none of the persons or entities named
in this Item 2 has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in its, his or her being
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 violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Set forth below is information regarding the funds used by the
Reporting Persons to purchase the Warrants. For this purpose, the Reporting
Persons have allocated the funds paid by GP to the Company between the notes
issued by the Company to evidence its indebtedness in respect of the Loans and
the Warrants.
Reporting Aggregate Purchase
Person Source of Funds Price of Warrants
--------- --------------- ------------------
GP Working Capital $345,000
FP Working Capital $280,313
Spiegel Personal Funds $51,750
Spiegel Trust Trust Funds $8,625
Steinberg Personal Funds $4,313
<PAGE>
CUSIP No. 403203 10 2 13D Page 12 of 21 Pages
The foregoing amounts do not include the exercise price of the
Warrants. The Reporting Persons would have to pay the Warrant exercise price to
obtain the shares of Common Stock that are issuable upon exercise of Warrants
and that are included among the shares of Common Stock beneficially owned by the
Reporting Persons. The initial exercise price of the Warrants is $1.50 per share
of Common Stock.
Prior to the transactions effected pursuant to the Omnibus
Agreement, FP held 494,189 shares of Common Stock and, pursuant to the
beneficial ownership attribution provisions of Rule 13d-3(d)(1)(i) of the
Exchange Act, is deemed to be the beneficial owner of 115,000 additional shares
of Common Stock issuable upon exercise of Common Stock Purchase Warrants (the
"IPO Warrants") that were originally issued by the Company on December 20, 1993
in connection with the Company's initial public offering. Each IPO Warrant is
exercisable for one share of Common Stock ("IPO Warrant Share") at an exercise
price of $6.00 per share. The IPO Warrants became exercisable on December 20,
1994. All funds used to purchase such securities were provided from the working
capital of FP. The aggregate purchase price of such securities was approximately
$1,687,372.
Prior to the transactions effected pursuant to the Omnibus
Agreement, Mr. Spiegel owned 60,000 shares of Common Stock and IPO Warrants
exercisable for 115,000 IPO Warrant Shares. In addition, Mr. Spiegel's wife
owned 40,000 shares of Common Stock, Mr. Spiegel's individual retirement account
("IRA") owned 15,500 shares of Common Stock and Mrs. Spiegel's IRA owned 1,500
shares of Common Stock. The shares of Common Stock reported herein as being
beneficially owned by Mr. Spiegel include the shares of Common Stock owned by
Mrs. Spiegel, Mr. Spiegel's IRA and Mrs. Spiegel's IRA. All such shares of
Common Stock were acquired with personal funds of the owner and the aggregate
purchase price of the securities was approximately $624,800. In addition, the
IRA of Mr. Spiegel's adult son, Richard Spiegel, owns 4,500 shares of Common
Stock. Mr. Spiegel disclaims beneficial ownership of the shares of Common Stock
owned by Richard Spiegel's IRA. Prior to the transactions effected pursuant to
the Omnibus Agreement, Spiegel Trust owned 15,000 shares of Common stock, the
aggregate purchase price of which was $64,476, which amount was provided by
funds of the trust.
Item 4. Purpose of Transaction.
The Reporting Persons have acquired the shares of Common Stock and
warrants referred to in Item 5 to obtain a significant equity investment in the
Company. At the present time, but subject to their individual continuing
evaluations of the factors noted below, the Reporting Persons intend to retain
such shares of Common Stock and warrants.
<PAGE>
CUSIP No. 403203 10 2 13D Page 13 of 21 Pages
Whether the Reporting Persons purchase any additional shares of
Common Stock or warrants or dispose of any shares of Common Stock or warrants,
and the amount and timing of any such transactions, will depend upon the
Reporting Persons' individual continuing assessments of pertinent factors,
including: the availability of shares of Common Stock and warrants for purchase
at particular price levels; the Company's and the particular Reporting Person's
business and prospects; other business investment opportunities available to the
particular Reporting Person; economic conditions; stock market conditions; money
market conditions; the attitudes and actions of the Board of Directors and
management of the Company; the availability and nature of opportunities to
dispose of the particular Reporting Person's interest in the Company; and other
plans and requirements of the particular Reporting Person. Depending upon their
individual assessments of these factors from time to time, each Reporting Person
may change its present intentions as stated above, including determining to
acquire additional shares of Common Stock or warrants (by means of open market
or privately negotiated purchases or otherwise) or to dispose of some or all of
the shares of Common Stock or warrants held by each of them.
Pursuant to the Voting Agreement, Mr. Spiegel and Mr. Steinberg
were elected to the Company's Board of Directors on October 2, 1998 at the
request of GP. Three members of the Board of Directors elected prior to the
transactions contemplated by the Omnibus Agreement continue to serve on the
Board of Directors. GP does not currently intend to request the election of
additional nominees to the Board, but it reserves the right to do so at any
time. Following the election of Mr. Spiegel and Mr. Steinberg to the Board of
Directors, the Board of Directors elected Mr. Steinberg as Chairman of the
Company and Marc Perkins (who was a director prior to the transactions effected
by the Omnibus Agreement) as Vice Chairman and Chief Executive Officer of the
Company. The Board of Directors also intends to appoint a new Chief Financial
Officer.
Except for the election of nominees of GP to the Board of
Directors of the Company as contemplated by the Voting Agreement and the
election of officers of the Company described above, the Reporting Persons do
not have any plans or proposals with respect to any extraordinary corporate
transaction involving the Company or any sale of its assets or any change in its
Board of Directors, management, capitalization, dividend policy, charter or
by-laws, or any other change in its business or corporate structure or with
respect to the delisting or deregistration of any of its securities including,
without limitation, those matters described in subparagraphs (a) through (j) of
Item 4 of Schedule 13D. It should also be noted that GP has been granted
security interests in substantially all of the assets of the Company to secure
repayment of the Loans and other
<PAGE>
CUSIP No. 403203 10 2 13D Page 14 of 21 Pages
obligations. If the Company is unable to repay the Loans, GP would be permitted
to sell such assets in order to satisfy the Company's obligation to repay the
Loans.
Item 5. Interest in Securities of the Company.
(a) Set forth in the table below is the aggregate number of shares
of Common Stock beneficially owned as of the date hereof by each person or
entity named in Item 2 above, together with the percentage of outstanding shares
of Common Stock which is beneficially owned by each such person or entity. The
ownership percentages set forth in the table below are based on 4,291,269 shares
of Common Stock having been outstanding prior to the transactions contemplated
by the Omnibus Agreement, which information was reported as of July 6, 1998 in
the Company's Annual Report on Form 10-KSB for the fiscal year ended March 31,
1998, and the issuance to GP pursuant to the Omnibus Agreement of Warrants which
would be exercisable on the date hereof for 2,591,616 Warrant Shares (the
Warrants are not exercisable until January 1, 1999; the maximum number of
Warrant Shares issuable upon exercise of the Warrants may increase or decrease
depending on the number of pro forma, full diluted shares of Common Stock, as
described in Item 6). The percentages of the outstanding shares of Common Stock
owned by each of the persons listed below and the percentage of the outstanding
shares of Common Stock owned by all of such persons in the aggregate have been
calculated in accordance with Rule 13d-3 under the Exchange Act to reflect
ownership of shares of Common Stock issuable upon exercise of outstanding
warrants. As provided in such Rule, shares of Common Stock issuable to any
person upon exercise of its, his or her warrants (or issuable to all such
persons in the aggregate) are deemed to be outstanding for the purpose of
calculating such person's beneficial ownership (or all such persons' aggregate
beneficial ownership) but not any other person's beneficial ownership.
<TABLE>
<CAPTION>
Shares of
Common IPO Voting
Name of Reporting Stock Warrant Warrant Agreement Total Pct.
Person Shares Shares Shares Shares Outstanding
<S> <C> <C> <C> <C> <C> <C>
GP (1) 2,591,616 1,801,916 (2) 4,393,532 62.9%
FP (3) 494,189 115,000 2,105,688 2,714,877 41.7%
Spiegel (4) 117,000 115,000 388,742 620,742 12.9%
Spiegel Trust (5) 15,000 64,790 79,790 1.8%
Steinberg 32,395 32,395 0.7%
-----------------------------------------------------------------------------------------
626,189 230,000 2,591,616 1,801,916 5,249,721 72.7%
=========================================================================================
</TABLE>
(1) By virtue of their status as members of GP, FP, Mr. Spiegel, Spiegel
Trust and Mr. Steinberg may be deemed to have beneficial ownership of
securities owned by GP.
<PAGE>
CUSIP No. 403203 10 2 13D Page 15 of 21 Pages
(2) Shares for which the holders have agreed pursuant to the Voting
Agreement to vote for the nominees of GP for election to the Board of
Directors of the Company. Includes 105,734 shares issuable upon
exercise of warrants.
(3) By virtue of their status as partners of FP, the Tisch Trusts may be
deemed to have beneficial ownership of the securities owned by FP. By
virtue of their status as managing trustees of the trusts which are the
general partners of FP, the Messrs. Tisch may be deemed to have
beneficial ownership of the securities owned by FP.
(4) Includes securities owned by Mr. Spiegel, Mr. Spiegel's wife, Mr.
Spiegel's IRA and Mr. Spiegel's wife's IRA. Does not include securities
owned by Spiegel Trust or Mr. Spiegel's son's IRA.
(5) By virtue of his status as a trustee of Spiegel Trust, Mr.Spiegel may
be deemed to have beneficial ownership of securities owned by Spiegel
Trust.
(b) Set forth in the table below is information with respect to
the number of shares of Common Stock beneficially owned as of the date hereof by
each person or entity named in Item 2 above, indicating, with respect to such
shares of Common Stock, whether each such person has the sole power to vote or
direct the vote or shared power to vote or direct the vote and sole power to
dispose or direct the disposition or shared power to dispose or direct the
disposition.
<TABLE>
<CAPTION>
Power to Dispose or
Name of Power to Vote or Direct the
Reporting Person Direct the Vote Disposition
Sole Shared Sole Shared
<S> <C> <C> <C> <C>
GP (1) 2,591,616 1,801,916(2) 2,591,616 0
FP (3) 2,714,877 0 2,714,877 0
Spiegel (4) 620,742 0 620,742 0
Spiegel Trust (5) 79,790 0 79,790 0
Steinberg 32,395 0 32,395 0
</TABLE>
(1) By virtue of their status as members of GP, FP, Mr. Spiegel, Spiegel
Trust and Mr. Steinberg may be deemed to have beneficial ownership of
securities owned by GP.
(2) Shares for which the holders have agreed pursuant to the Voting
Agreement to vote for the nominees of GP for election to the Board of
Directors of the Company. Includes 105,734 shares issuable upon
exercise of warrants.
<PAGE>
CUSIP No. 403203 10 2 13D Page 16 of 21 Pages
(3) By virtue of their status as partners of FP, the Tisch Trusts may be
deemed to have beneficial ownership of the securities owned by FP. By
virtue of their status as managing trustees of the trusts which are the
general partners of FP, the Messrs. Tisch may be deemed to have
beneficial ownership of the securities owned by FP.
(4) Includes securities owned by Mr. Spiegel, Mr. Spiegel's wife, Mr.
Spiegel's IRA and Mr. Spiegel's wife's IRA. Does not include securities
owned by Spiegel Trust or Mr. Spiegel's son's IRA.
(5) By virtue of his status as a trustee of Spiegel Trust, Mr. Spiegel may
be deemed to have beneficial ownership of securities owned by Spiegel
Trust.
(c) The only transactions in the Common Stock effected by the
Reporting Persons during the sixty days preceding the date hereof were (i) the
respective acquisitions by the Reporting Persons on October 2, 1998 from the
Company in a private placement pursuant to the Omnibus Agreement of Warrants
exercisable on the date hereof for an aggregate of 2,591,616 Warrant Shares,
which are summarized below, and (ii) the transactions by Mr. Spiegel and Spiegel
Trust summarized below. None of the other persons or entities named in Item 2
above effected any other transactions in the Common Stock during the 60 days
preceding the date hereof.
Summary of Acquisition of Warrant Shares
Warrant Shares
Name of Price/Warrant
Reporting Person Number Shares (1)
---------------- ------ -------------
GP 2,591,616 $0.1331
FP 2,105,688 $0.1331
Spiegel 388,742 $0.1331
Spiegel Trust 64,790 $0.1331
Steinberg 32,395 $0.1331
---------
2,591,616
(1) The price per Warrant Share is based on the Reporting Persons' allocation
of the funds paid by GP to the Company between the notes issued by the
Company to evidence its indebtedness in respect of the Loans and the
Warrants.
Summary of Transactions by Mr. Spiegel
<PAGE>
CUSIP No. 403203 10 2 13D Page 17 of 21 Pages
<TABLE>
<CAPTION>
Transaction Date Security No. Price/Share Market
----------- ---- -------- --- ----------- ------
<S> <C> <C> <C> <C> <C> <C>
Purchase 7/31/98 Common 2,000 $2.625 OTC
Purchase 8/4/98 Common 4,200 $2.625 OTC
</TABLE>
Summary of Transactions by Spiegel Trust
<TABLE>
<CAPTION>
Transaction Date Security No. Price/Share Market
----------- ---- -------- --- ----------- ------
<S> <C> <C> <C> <C> <C>
Purchase 8/10/98 Common 5,000 $2.4375 OTC
Purchase 8/11/98 Common 2,500 $2.4375 OTC
</TABLE>
(d) No other person is known to have 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 beneficially owned by the persons and entities named
in Item 2 above.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Company.
The Reporting Persons purchased the Warrants reported herein from
the Company in a private placement on October 2, 1998 pursuant to the Omnibus
Agreement. The summary set forth herein of certain provisions of the Omnibus
Agreement and the other agreements contemplated by the Omnibus Agreement is
qualified in its entirety by reference to the Omnibus Agreement and such other
agreements, which are filed as exhibits to this Schedule 13D and are
incorporated herein by reference.
Pursuant to the Loan Agreement, the Company has granted to GP
security interests in substantially all of the assets of the Company to secure
repayment of the Loans and other obligations.
The Warrants are exercisable for the number of 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 Warrant Agreement dated October 2, 1998 relating
to the Warrants provides that the pro forma, fully diluted number of shares of
Common Stock shall be deemed to mean and include (i) all shares of Common Stock
issued and outstanding on the date of exercise; and (ii) all shares of Common
Stock that are issuable
<PAGE>
CUSIP No. 403203 10 2 13D Page 18 of 21 Pages
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; provided,
however, that the pro forma, fully diluted number of shares of Common Stock
shall not be deemed to include any shares of Common Stock (x) issued after the
date of the Warrant Agreement in a bona fide public offering registered under
the Securities Act 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 the date
of the Warrant Agreement (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). As of the date hereof, the Warrants would be exercisable for
2,591,616 Warrant Shares if the Warrants were exercisable (the Warrants are not
exercisable until January 1, 1999).
Pursuant to the Voting Agreement, the parties agreed to vote all
shares of capital stock owned by them for election to the Board of Directors of
the Company of a number of individuals nominated by GP sufficient to constitute
a majority of the Board of Directors, one individual nominated by the Geneen
Estate and one individual nominated by Park Investment Partners, Inc. On October
2, 1998, Mr. Spiegel and Mr. Steinberg were elected to the Company's Board of
Directors at the request of GP. Three members of the Board of Directors elected
prior to the transactions contemplated by the Omnibus Agreement continue to
serve on the Board of Directors. GP does not presently intend to request the
election of additional nominees to the Board, but it reserves the right to do so
at any time.
The Warrants issued pursuant to the Omnibus Agreement and the
Warrant Shares issuable upon exercise of the Warrants have not been registered
under the Securities Act. In connection with the Omnibus Agreement, the Company
entered into a Registration Rights Agreement with GP pursuant to which the
Company agreed to register under the Securities Act the Warrants owned by the
Reporting Persons and the Warrant Shares issuable upon exercise of the Warrants.
The Company has agreed to file a registration statement covering the Warrants
and Warrant Shares no later than 60 days following delivery to the Company of
written request for registration by holders of at least a majority of the
Warrants and the Warrant Shares. The Company has also agreed to register the
Warrants and the Warrant Shares in connection with certain other registration
statements filed by the Company.
<PAGE>
CUSIP No. 403203 10 2 13D Page 19 of 21 Pages
Except as set forth in this Schedule 13D, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons or entities named in Item 2 above or between the persons or entities
named in Item 2 above 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 the 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.
Item 7. Material to be filed as Exhibits.
Exhibit 1. Agreement regarding the joint filing of this Statement.
Exhibit 2. Agreement (Omnibus Agreement) dated as of October 2,
1998 between the Company, the Geneen Estate, BankBoston,
N.A. and GP is incorporated herein by reference to Exhibit 99.2 to
the Current Report on Form 8-K of the Company dated October 7,
1998.
Exhibit 3. Loan and Security Agreement dated as of October 2, 1998
between the Company and GP is incorporated herein by
reference to Exhibit 99.5 to the Current Report on Form 8-K of the
Company dated October 7, 1998.
Exhibit 4. Warrant Agreement dated as of October 2, 1998 between
the Company and GP is incorporated herein by reference to Exhibit
99.10 to the Current Report on Form 8-K of the Company dated
October 7, 1998.
Exhibit 5. Form of Warrant. (Attached to the Warrant Agreement as Exhibit A.)
Exhibit 6. Registration Rights Agreement dated as of October 2,
1998 between the Company and GP is incorporated herein by
reference to Exhibit 99.11 to the Current Report on Form 8-K of
the Company dated October 7, 1998.
Exhibit 7. Voting Agreement dated as of October 2, 1998 between the
Company, GP, the Geneen Estate, Park Investment Partners
and Gerald H. Newman is incorporated herein by reference to
Exhibit 99.12 to the Current Report on Form 8-K of the Company
dated October 7, 1998.
<PAGE>
CUSIP No. 403203 10 2 13D Page 20 of 21 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I hereby certify that the information set forth in this statement is
true, complete and correct.
October 7, 1998 GUNTHER PARTNERS, LLC
By /s/ Thomas J. Tisch
Thomas J. Tisch, Manager
FOUR PARTNERS
By /s/ Thomas J. Tisch
Thomas J. Tisch, Manager
/s/ Robert Spiegel
Robert Spiegel
RICHARD SPIEGEL 1987 TRUST
By /s/ Robert Spiegel
Robert Spiegel, Trustee
/s/ Thomas M. Steinberg
Thomas M. Steinberg
<PAGE>
EXHIBIT 1
AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agree that Amendment No. 5 to
the Schedule 13D dated October 7, 1998 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.
Dated: October 7, 1998
GUNTHER PARTNERS, LLC
By /s/ Thomas J. Tisch
Thomas J. Tisch, Manager
FOUR PARTNERS
By /s/ Thomas J. Tisch
Thomas J. Tisch, Manager
/s/ Robert Spiegel
Robert Spiegel
RICHARD SPIEGEL 1987 TRUST
By /s/ Robert Spiegel
Robert Spiegel, Trustee
/s/ Thomas M. Steinberg
Thomas M. Steinberg
