UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 1)*
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Lincoln Snacks Company
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
534 744 107
(CUSIP Number)
Katherine P. Burgeson
Cummings & Lockwood
Four Stamford Plaza, P.O. Box 120
Stamford, Connecticut 06904
(203) 351-4260
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 7-23, 1998
---------------
(Dates of Events which Require 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 Rule 13d-1(b)(3) or (4), check the following box
[ ]
Page 1 of 7 Pages
<PAGE>
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CUSIP No. 534 744 107 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Brynwood Partners III, L.P.
- ------------ -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [ ]
(b) [X]
- ------------ -------------------------------------------------------------------
3 SEC USE ONLY
- ------------ -------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
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
United States
- ------------------------- -------- ---------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF
SHARES -------- ---------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 4,717,254
EACH
REPORTING -------- ---------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
-------- ---------------------------------------------
10 SHARED DISPOSITIVE POWER
4,717,254
- ------------ -------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,717,254
- ------------ -------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.5%
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14 TYPE OF REPORTING PERSON (See Instructions)
PN
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<PAGE>
Page 3 of 7 Pages
INTRODUCTION
This Amendment to Schedule 13D (this "Amendment") is being filed by
Brynwood Partners III, L.P., a Delaware limited partnership (the "Reporting
Person"), in order to amend the Schedule 13D (the "Schedule 13D") it filed with
the SEC via EDGAR on June 12, 1998 that reported its acquisition from the Noel
Group, Inc., a Delaware corporation ("Noel"), of 3,569,755 shares of Common
Stock, $.01 par value, of Lincoln Snacks Company, a Delaware corporation (the
"Issuer"). This Amendment reports the Reporting Person's further acquisition of:
(i) 200,000 shares of Common Stock of the Issuer from Noel on July 7, 1998; (ii)
870,499 shares of Common Stock of the Issuer in two broker transactions that
were settled on July 23, 1998; and (iii) 77,000 shares of Common Stock of the
Issuer pursuant to open market purchases from July 6, 1998 through July 15, 1998
(all of these newly purchased 1,147,499 shares, collectively, the "Newly
Purchased Shares").
The Newly Purchased Shares constitute approximately 18.07% of the
outstanding shares of Common Stock of the Issuer.
The Reporting Person's acquisition of the Newly Purchased Shares is the
only change with respect to the contents and subject matter of the Schedule 13D.
Item 1. SECURITY AND ISSUER.
There has been no change to this Item.
Item 2. IDENTITY AND BACKGROUND.
There has been no change to this Item.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Person purchased all of the Newly Purchased Shares by
cash payment. The Reporting Person's working capital was the sole source of the
funds used for such purchase. The source of such working capital are the capital
contributions made by the Reporting Person's limited partners in accordance with
its partnership agreement.
<PAGE>
Page 4 of 7 Pages
Item 4. PURPOSE OF TRANSACTION.
As the Reporting Person currently owns a majority of the issued and
outstanding shares of Common Stock of the Issuer, and as individuals affiliated
with the Reporting Person currently comprise a majority of the Board of
Directors of the Issuer, the Newly Purchased Shares were acquired solely for
investment purposes.
The Reporting Person may acquire additional shares of Common Stock of
the Issuer, as the Reporting Person generally views the potential value of such
Common Stock favorably. The Reporting Person currently has no plans or proposals
that relate to or would result in any of the consequences listed in paragraphs
(a) - (j) of Item 4 of the Special Instructions for Complying With Schedule 13D.
The Reporting Person intends to review on a continuing basis its
investment in the Issuer and the Issuer's business, prospects and financial
condition. Based on such continuing review, alternative investment opportunities
available to the Reporting Person and all other factors deemed relevant
(including, without limitation, the market for and price of the Common Stock of
the Issuer, offers for shares of such Common Stock, general economic conditions
and other future developments), the Reporting Person may decide to sell or seek
the sale of all or part of the Common Stock of the Issuer or to increase its
holdings of such Common Stock.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) Set forth in the table below are the number and percentage
of shares of Common Stock of the Issuer (the "Purchased Shares") beneficially
owned by the Reporting Person and deemed to be indirectly beneficially owned by
the other persons named in Item 2 of the Schedule 13D as of the date hereof.
<TABLE>
<CAPTION>
Number of Shares
Number of Shares Beneficially Number of Shares Aggregate Percentage of
Beneficially Owned Owned With Sole Beneficially Owned Number of Shares Shares
With Shared Voting and With Shared Beneficially Beneficially
Name Voting Power Dispositive Power Dispositive Power Owned Owned
- ---- ------------ ----------------- ----------------- ----- -----
<S> <C> <C> <C> <C> <C>
Brynwood Partners III, L.P. 4,717,254 0 4,717,254 4,717,254 74.5%
Brynwood Management III, L.P. 4,717,254(1) 0 4,717,254(1) 4,717,254(1) 74.5%(1)
Hendrik J. Hartong, Jr. 4,717,254(2) 0 4,717,254(2) 4,717,254(2) 74.5%(2)
John T. Gray 4,717,254(3) 0 4,717,254(3) 4,717,254(3) 74.5%(3)
</TABLE>
1 The Reporting Person alone owns all of the Purchased Shares. Brynwood
Management shares voting power and dispositive power over the Purchased
Shares only to the extent and by virtue of its rights as general partner of
the Reporting Person.
2 The Reporting Person alone owns all of the Purchased Shares. Mr. Hartong
shares voting power and dispositive power over the Purchased Shares only to
the extent and by virtue of his rights as general partner of the Reporting
Person's general partner, Brynwood Management.
3 The Reporting Person alone owns all of the Purchased Shares. Mr. Gray
shares voting power and dispositive power over the Purchased Shares only to
the extent and by virtue of his rights as general partner of the Reporting
Person's general partner, Brynwood Management.
<PAGE>
Page 5 of 7 Pages
(c) None other than the Newly Purchased Shares.
(d) Not applicable.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Reporting Person entered into the Put Agreement (a copy of which is
attached as Exhibit 1 to this Amendment) with Noel and obtained the Newly
Purchased Shares when Noel exercised its rights thereunder on July 7, 1998. The
Reporting Person stated, in Item 4 and Item 6 of the Schedule 13D, its intention
to purchase the block of 200,000 Newly Purchased Shares from Noel after
applicable SEC restrictions on such purchase ceased. The Reporting Person
purchased such 200,000 shares on July 7, 1998 when Noel exercised its rights
under that certain Put Agreement dated June 8, 1998 (the "Put Agreement") (a
copy of which is attached as Exhibit 1 to this Amendment) by and between the
Reporting Person and Noel.
The Reporting Person also entered into an agreement dated July 22, 1998
with Steel Partners II, L.P. (the "Steel Partners Agreement"), a limited
partnership with a principal office of business in New York City, whereby Steel
Partners agreed to sell the Reporting Person 608,099 shares of Common Stock of
the Issuer for a price of $2-5/16 per share (which equals a $1,406,228.94
aggregate purchase price), via broker transaction. The Steel Partners Agreement
also states that if on or prior to July 22, 1999: (i) all or substantially all
of Issuer's assets are sold, or (ii) if all or substantially all of the Common
Stock of Issuer is either sold to a person other than the Reporting Person or
acquired by the Reporting Person via tender offer or similar offer; or (iii) if
Issuer is merged or consolidated, then the Reporting Person must pay Steel
Partners certain amounts in addition to the above-mentioned $1,406,226.94
aggregate purchase price.
Except as otherwise noted in the two preceding paragraphs, neither the
Reporting Person nor any of the other persons named in Item 2 of the Schedule
13D has any contract, arrangement, understanding or relationship (legal or
otherwise) with any person with respect to any securities of the Issuer,
including, but not limited to, transfer or voting 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.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit
Number Description
- ------ -----------
1. Put Agreement dated June 8, 1998.
2. Agreement dated July 22, 1998.
<PAGE>
Page 6 of 7 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: July 30, 1998
BRYNWOOD PARTNERS III, L.P.
By: Brynwood Management III, L.P.
Its: General Partner
By: /s/ Hendrik J. Hartong, Jr.
----------------------------------
Hendrik J. Hartong, Jr.
A General Partner
<PAGE>
Page 7 of 7 Pages
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
1. Put Agreement dated June 8, 1998.
2. Agreement dated July 22, 1998.
EXHIBIT 1
NOEL GROUP, INC.
667 Madison Avenue
New York, NY 10021
June 8, 1998
Brynwood Partners III L.P.
Two Soundview Avenue
Greenwich, CT 06830
Ladies/Gentlemen:
This will confirm our agreement as to terms pursuant to which Brynwood
Partners III L.P. ("Brynwood") has agreed that Noel Group, Inc. ("Noel") shall
have the right to sell to Brynwood, and if Noel exercises such right, that
Brynwood will purchase from Noel, up to 200,000 shares of the common stock par
value $.01 per share (the "Shares"), of Lincoln Snacks Company (the "Company").
1. At any time and from time to time on or prior to July 23, 1998, Noel
may give written notice to Brynwood that Noel desires to sell some or all of the
Shares to Brynwood, which notice (the "Exercise Notice") shall specify the
number of Shares to be sold (the "Exercised Shares") and the closing date for
such sale, which date (the "Closing Date") shall be on the later to occur of (i)
July 23, 1998, or (ii) five business days following delivery of the Exercise
Notice to Brynwood. Noel agrees that it shall sell to Brynwood all such Shares
that Noel holds on such date and with respect to which Noel does not then have
outstanding any call options or similar obligations.
2. The purchase price for the shares shall be $2.00 per share, payable
in cash an the Closing Date by wire transfer of same day funds to an account
designated by Noel.
3. On the Closing Date, Noel shall deliver the Exercised Shares to
Brynwood and Brynwood shall pay the purchase price to Noel.
4. Except as otherwise specified herein, the terms of the sale and
purchase of the Shares shall be those terms set forth in the Stock Purchase
Agreement dated as of this date entered into between Noel and Brynwood relating
to shares of Company common stock to the fullest extent as though the Shares
were included in the Company Shares being sold pursuant thereto.
If the foregoing correctly sets forth our understanding as to such
matters, kindly so indicate by signing and returning to us a copy of this
letter.
Very truly yours,
NOEL GROUP, INC.
By: /s/ Stanley R. Rawn, Jr.
-----------------------------------
Name:
Title:
ACCEPTED AND AGREED:
By: BRYNWOOD PARTNERS III L.P.
By: BRYNWOOD MANAGEMENT III L.P.
Its General Partner
By: /s/ Hendrik J. Hartong, Jr.
----------------------------------
Hendrik J. Hartong, Jr.
A General Partner of
Brynwood Management III L.P.
AGREEMENT
This Agreement (the "Agreement") made as of July 22, 1998 by and
between Brynwood Partners III, L.P. ("Brynwood"), a corporation having its
principal office and place of business at Two Soundview Avenue, Greenwich,
Connecticut 06830 and Steel Partners II, L.P, ("Steel"), a limited partnership
having its principal office and place of business at 150 East 52nd Street, 21st
Floor, New York, New York 10022.
W I T N E S S E T H:
WHEREAS, Steel beneficially owns 608,099 shares (the "Steel Shares") of
common stock, $.01 par value per share ("Common Stock") of Lincoln Snacks
Company ("Lincoln"), representing approximately 9.6% of the outstanding shares
of Common Stock; and
WHEREAS, Steel has agreed to sell to Brynwood, and Brynwood has agreed
to purchase from Steel, the Steel Shares for a purchase price of $2-5/16 (TWO
DOLLARS AND FIVE-SIXTEENTHS) per share (the "Per Share Price") , or
$1,406,228.94 (ONE MILLION FOUR HUNDRED SIX THOUSAND TWO HUNDRED AND TWENTY
EIGHT DOLLARS AND NINETY FOUR CENTS) in the aggregate;
WHEREAS, the sale of the Steel Shares to Brynwood is conditioned upon
the execution and performance of this Agreement;
NOW THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, and for other good and valuable consideration, receipt of
which is hereby acknowledged, the parties agree as follows:
1. In the event that a Sale Transaction (as defined below) shall close
on or prior to the first anniversary of the date hereof, Brynwood shall pay to
Steel, within three business days following the closing of such Sale
Transaction, the Sale Premium (as defined below). The Sale Premium shall he paid
to Steel by Brynwood in readily available funds at its address written above, or
at such other address as Steel shall direct. The payment of the Sale Premium
shall be accompanied by a statement certified by an executive officer of
Brynwood showing in reasonable detail the calculation of the Sale Premium.
As used herein, a Sale Transaction shall mean a transaction, or a
series of transactions, pursuant to which (i) Lincoln shall be sold, whether by
means of a sale, lease, transfer or other disposition of all or substantially
all of its assets, or grant of any option or other right to purchase, lease or
otherwise acquire all or substantially all of its assets, or a merger, or a
consolidation, (ii) all or substantially all of the Common Stock is purchased
<PAGE>
2
by one or more existing stockholders of Lincoln (other than Brynwood) or by one
or more third parties, or (iii) Brynwood shall make a tender offer or similar
public offer for all or substantially all of the remaining shares of Common
Stock.
As used herein, the Sale Premium shall equal, in the event a Sale
Transaction occurs as described in clause (i) of the above definition, the
excess, if any, by which the average closing price of Lincoln's Common Stock on
the five business days prior to the closing of the Sale Transaction exceeds the
Per Share Price, multiplied by 608,099, or in the event a Sale Transaction
occurs as described in clauses (ii) or (iii) of the above definition, the
excess, if any, by which the average price per share for each share of Common
Stock so purchased exceeds the Per Share Price, multiplied by 608,099. Any
proceeds paid in connection with a Sale Transaction which are other than cash
shall be valued at their fair market value (as agreed between the parties, or if
not agreed as determined by a nationally-recognized accounting firm mutually
acceptable to the parties hereto).
2. This Agreement contains the entire agreement between the parties,
other than the agreement to sell the Steel Shares to Brynwood which shall be
pursuant to a broker's transaction (with any fees, commissions or any other
costs being the sole responsibility of Steel), and supersedes any prior
agreements, and shall not be modified except by a writing executed by all the
parties hereto.
3. This Agreement shall be binding upon, and shall inure to the benefit
of, the parties and their principals, affiliates, successors and assigns, as
well as any parent, subsidiary and related companies.
4. This Agreement shall be construed in accordance with the laws of the
State of New York.
5. This Agreement may be executed in any number of counterparts, each
of which shall constitute a duplicate original hereof.
6. For all purposes of this Agreement with regard to any Sale
Transaction, Brynwood shall be deemed to include any principals of Brynwood or
any of its affiliates, successors and assigns, as well an any partnerships,
subsidiaries or related companies.
<PAGE>
3
IN WITNESS WHEREOF, the parties have affixed their hand and seal the
day and year first written above.
BRYNWOOD PARTNERS III, L.P., on behalf of
itself and its principals
By: /s/ Hendrik J. Hartong, Jr.
----------------------------------------
Name:
Title:
/s/ Hendrik J. Hartong, Jr.
----------------------------------------
HENDRIK J. HARTONG, JR.
/s/ John T. Gray
----------------------------------------
JOHN T. GRAY
STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C., General Partner
By: /s/ Warren G. Lichtenstein
----------------------------------------
Name: Warren G. Lichtenstein
Title: Chief Executive Officer
