SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)(1)
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
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(CUSIP number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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(Name, address and telephone number of person
authorized to receive notices and communications)
July 20, 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 Rule 13d-1(b)(3) or (4), check the following box
/ /.
Note. six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
Exhibit List on Page 7
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(1) 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 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. 534 744 107 13D Page 2 of 7 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
STEEL PARTNERS II, L.P.
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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*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH
REPORTING
PERSON WITH
----------------------------------------------------------------
8 SHARED VOTING POWER
-0-
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 534 744 107 13D Page 3 of 7 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WARREN LICHTENSTEIN
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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*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY - 0 -
OWNED BY
EACH
REPORTING
PERSON WITH
----------------------------------------------------------------
8 SHARED VOTING POWER
- 0 -
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
- 0 -
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 534 744 107 13D Page 4 of 7 Pages
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The following constitutes Amendment No. 2 ("Amendment No. 2") to the
Schedule 13D filed by the undersigned (the "Schedule 13D"). This Amendment No. 2
amends the Schedule 13D as specifically set forth.
Item 3 is amended to read as follows:
Item 3. Source and Amount of Funds or Other Consideration.
As reported in Item 5 below, Steel Partners II has sold the
608,099 Shares of the Issuer owned by Steel Partners II to the Brynwood III,
L.P. ("Brynwood") for $1,406,228.94 on July 20, 1998. Upon the occurrence of
such transaction, Steel Partners II no longer holds any Shares.
Item 5(a) is amended to read as follows:
Item 5. Interest in Securities of the Issuer.
On July 20, 1998, Steel Partners II sold to Brynwood 608,099
Shares at a price of $2.3125 per share. The 608,099 Shares sold by Steel
Partners II represented the entire beneficial interest in the Issuer owned by
Steel Partners II. As a result, this Amendment No. 2 constitutes the Reporting
Persons' final Schedule 13D filing with respect to the Issuer.
Item 5 (c) is amended by adding the following:
(c) Schedule A annexed hereto lists all transactions in the
Issuer's Common Stock in the last sixty days by the Reporting Persons.
Item 5 (e) is amended to read as follows:
(e) As of July 20, 1998, the Reporting Persons ceased to be
the beneficial owners of more than five percent of the Common Stock of the
Issuer.
Item 6 is amended to read as follows:
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
In connection with the sale of Shares by Steel Partners II to
Brynwood, on July 22, 1998 Steel Partners II entered into an agreement with
Brynwood (the "Agreement") relating to the payment to Steel Partners II by
Brynwood of certain amounts upon the occurrence of certain events. All
references to the Agreement contained herein shall be qualified in their
entirety by reference to the Agreement, a copy of which is attached hereto as
Exhibit 2.
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CUSIP No. 534 744 107 13D Page 5 of 7 Pages
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Item 7 is amended by adding the following:
Item 7. Material to be Filed as Exhibits.
(2) Agreement dated July 22, 1998 by and between Brynwood
III, L.P. and Steel Partners II, L.P.
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CUSIP No. 534 744 107 13D Page 6 of 7 Pages
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Exhibit List
2. Agreement dated July 22, 1998 by and between Brynwood III,
L.P. and Steel Partners II, L.P.
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CUSIP No. 534 744 107 13D Page 7 of 7 Pages
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: July 22, 1998 STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
General Partner
By:/s/Warren G. Lichtenstein
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Warren G. Lichtenstein
Chief Executive Officer
/s/Warren G. Lichtenstein
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WARREN G. LICHTENSTEIN
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SCHEDULE A
Transactions in the Shares Within the Past 60 Days
Shares of Common
Stock Price Per Date of
Purchased/(Sold) Share Purchase/Sale
STEEL PARTNERS II, L.P.
15,500 1.9675 6/11/98
10,000 1.9675 6/12/98
1,300 1.8113 6/15/98
9,000 1.9228 6/24/98
8,000 1.6347 7/1/98
19,300 1.7008 7/2/98
(608,099) 2.3125 7/20/98
WARREN LICHTENSTEIN
None.
AGREEMENT
This Agreement (the "Agreement") made as of July 22, 1998 by and
between Brynwood 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.
WITNESSETH:
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 be 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 by
one or more existing stockholders of Lincoln (other than Brynwood) or by one or
more third parties, or (iii) Brynwood
<PAGE>
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 as any partnerships,
subsidiaries or related companies.
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IN WITNESS WHEREOF, the parties have affixed their hand and seal the
day and year first written above.
BRYNWOOD III, L.P., on behalf of
itself and its principals
By:/s/
Name:
Title:
/s/ Hendrik J. Hartong, Jr.
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HENDRIK J. HARTONG, JR.
/s/ John T. Gray
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JOHN T. GRAY
STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C., General
Partner
By: /s/ Warren G. Lichtenstein
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Name: Warren G. Lichtenstein
Title: Chief Executive Officer
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