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)
October 21, 1994 (see Item 3)
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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 Sections 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 Section 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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NOTE: THIS STATEMENT ON SCHEDULE 13D CONSTITUTES AMENDMENT NO. 1 TO THE
STATEMENTS ON SCHEDULE 13G, BOTH DATED FEBRUARY 7, 1994, FILED BY PARK
INVESTMENT PARTNERS, INC. AND GERALD H. NEWMAN WITH RESPECT TO THEIR RESPECTIVE
BENEFICIAL OWNERSHIP OF THE COMMON STOCK OF GUNTHER INTERNATIONAL, LTD.
CUSIP No. 403203 10 2
1 NAME OF REPORTING PERSON: Park Investment Partners, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 06-1339755
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(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: Delaware
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 1,387,489 Shares*
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 1,387,489 Shares*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 1,387,489 Shares*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 32.3%
14 TYPE OF REPORTING PERSON: CO
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*Includes 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: Gerald H. Newman
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES 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: PF
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: 72,702 Shares
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 1,387,489 Shares*
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 72,702 Shares
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 1,387,489 Shares*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 1,460,191 Shares*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 34%
14 TYPE OF REPORTING PERSON: IN
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*Includes 500 shares issuable upon conversion of 500 shares of Series B
Common Stock.
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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 Park Investment Partners, Inc. ("Park
Investment") and Gerald H. Newman ("Mr. Newman").
Mr. Newman, a citizen of the United States, is principally employed as a
private investor. He is also a director of the Issuer and President, Secretary,
Treasurer and the sole director of Park Investment. Mr. Newman's business
address is 17161 Coral Cove Way, Boca Raton, Florida 33496.
Park Investment is a Delaware corporation. Its principal business is
investment. The address of its principal business and principal office is 17161
Coral Cove Way, Boca Raton, Florida 33496.
Park Investment is 50% owned by Mr. Newman and 50% owned by the Estate of
Harold S. Geneen (the "Estate"). Following is certain information concerning the
executors of the Estate (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
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Present Principal Occupation
or Employment - Attorney, Counsel to the law firm of
Gilbert Segall & Young (see above)
Citizenship - United States
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 Park Investment, Mr. Newman or (to the
best knowledge of Park Investment and Mr. Newman) any of the other persons named
above in this Item 2 has been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors), or has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which proceeding it, he or she was or is subject to a judgment, decree
or final order either enjoining future violations of, or prohibiting or
mandating activities subject to, United States federal or state securities laws,
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Until December 20, 1998, Park Investment was the holder of a warrant to
purchase 80,000 shares of Common Stock at a price of $6.00 per share. This
warrant (which expired on that date) had become exercisable on December 20,
1994, so that pursuant to Rule 13d-3(d)(1) under the Securities Exchange Act of
1934 (the "Exchange Act"), Park Investment and Mr. Newman were
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deemed to have become the beneficial owners of such 80,000 shares 60 days prior
to December 20, 1994, i.e., on October 21, 1994. Such 80,000 shares represented
more than 2% of the sum of the shares of Common Stock then outstanding plus all
shares then issuable to Park Investment upon exercise of all warrants and
conversion of all convertible securities then held by Park Investment. See
Section 13(d)(6)(B) of the Exchange Act. Accordingly, the obligation of Park
Investment and Mr. Newman to file this Schedule 13D arose on October 21, 1994.
Since that date, Park Investment and Mr. Newman have engaged in the
following transactions involving the Common Stock:
1. On March 31, 1995, Mr. Newman purchased, in the open market with
his personal funds, 35,591 shares of Common Stock at a price of $2.75 per
share;
2. On August 22, 1995, Mr. Newman purchased, in the open market with
his personal funds, 33,334 shares of Common Stock at a price of $3.00 per
share; and
3. On September 4, 1996, Park Investment purchased, in the open market
with funds out of its working capital, 13,571 shares of Common Stock at a
price of $3.50 per share.
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 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
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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).
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. Based on information
obtained from Amendment No. 6 to the Statement on Schedule 13D filed by GP, Four
Partners, and Four-Fourteen Partners, LLC with respect to their beneficial
ownership of Common Stock ("Amendment No. 6"), Mr. Newman and Park Investment
believe that on November 17, 1998, GP transferred all of the Warrants to its
members as follows: (a) Four Partners -- Warrants to purchase 2,105,688 Warrant
Shares; (b) Robert Spiegel -- Warrants to purchase 388,742 Warrant Shares; (c)
Richard Spiegel 1987 Trust -- Warrants to purchase 64,790 Warrant Shares; and
(d) Thomas M. Steinberg -- Warrants to purchase 32,395 Warrant Shares.
Also in connection with the Omnibus Agreement, the Issuer, Park Investment,
Mr. 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
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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, Robert Spiegel and
Thomas M. Steinberg are the nominees of GP, no individual has been nominated by
the Estate, and Mr. Newman is the nominee of Park Investment. Based on
information obtained from Amendment No. 6 and 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, Mr. Newman
and Park Investment believe that (i) GP has voting power with respect to no
shares of currently outstanding Common Stock, (ii) Four-Fourteen Partners, LLC
(as transferee of 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 75,500 currently outstanding shares of Common
Stock. In addition, Mr. Newman and Park Investment have been advised by the
Estate that the Estate has sole voting power with respect to 225,824 currently
outstanding shares of Common Stock. Therefore, as of the date of this Statement,
Mr. Newman and Park Investment believe that Park Investment, Mr. Newman, the
Estate, GP, Four Partners and Robert Spiegel own in the aggregate 2,255,204
currently outstanding shares of Common Stock, which are approximately 52.6% of
the 4,291,269 shares of Common Stock outstanding on December 21, 1998 (assuming
no exercise of outstanding warrants and options), and that such 2,255,204 shares
are currently those which are subject to the Voting Agreement.
Apart from the foregoing, none of Park Investment, Mr. Newman or (to the
best knowledge of Park Investment and Mr. Newman) any other person named in Item
2 of this Statement has a plan or proposal, as a stockholder of the Issuer or in
his or her capacity as director or executive officer of Park Investment or as an
Executor of the Estate, 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;
(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;
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(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.
However, such plans or proposals may have been considered, and may from time to
time hereafter be considered, by Mr. Newman in his capacity as a director of the
Issuer.
Item 5. Interest in Securities of the Issuer
(a) and (b)
Mr. Newman is the beneficial owner of an aggregate of 1,460,191 shares of
Common Stock, or approximately 34% of the 4,291,269 shares of Common Stock
which, the Issuer has advised Mr. Newman and Park Investment, were outstanding
on December 21, 1998 (plus the 500 issuable shares referred to in paragraph (3)
below). These 1,460,191 shares are comprised of:
(1) 72,702 shares of Common Stock held directly by Mr. Newman, as to
which shares Mr. Newman has sole voting and dispositive power;
(2) 1,386,989 shares of Common Stock held by Park Investment (a
corporation which is 50% owned by Mr. Newman), as to which shares he shares
voting and dispositive power with the Executors (the Estate being the other
50% owner of Park Investment); and
(3) 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 Mr. Newman would share voting and dispositive power with the
Executors.
To the best knowledge of Mr. Newman and Park Investment, the Executors are
the joint beneficial owners of an aggregate of 1,613,313 shares of Common Stock,
or approximately 37.6% of the 4,291,269 shares of Common Stock which, the Issuer
has advised Mr. Newman and Park Investment, were outstanding on December 21,
1998 (plus the issuable shares referred to in paragraph (3) below). These
1,613,313 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;
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(2) 1,386,989 shares of Common Stock held by Park Investment, as to
which shares the Executors share voting and dispositive power with each
other and with Mr. Newman; and
(3) 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 Mr. Newman.
To the best knowledge of Park Investment and Mr. Newman, no other person
named in Item 2 of this Statement has ever been the beneficial owner of any
shares of Common Stock.
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,
Four-Fourteen Partners, LLC and Robert Spiegel pursuant to the Voting Agreement.
(c) See Item 3 of this Statement for a description of certain transactions
in the Common Stock by Park Investment and Mr. Newman. To the best knowledge of
Park Investment and Mr. Newman, 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, and no transactions in
the Common Stock have ever been effected by any of the other persons named in
Item 2 of this Statement.
(d) No person other than the Estate, the Executors, Park Investment 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
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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) 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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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: December 31, 1998
/s/Gerald H. Newman
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Gerald H. Newman
PARK INVESTMENT PARTNERS, INC.
By: /s/Gerald H. Newman
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Gerald H. Newman
President
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EXHIBIT 1
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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: December 31, 1998
/s/Gerald H. Newman
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Gerald H. Newman
PARK INVESTMENT PARTNERS, INC.
By: /s/Gerald H. Newman
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Gerald H. Newman
President
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