SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CSL LIGHTING MANUFACTURING, INC.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
12637Q 20 7
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(CUSIP Number)
Max Munn
Interiors, Inc.
320 Washington Street
Mt. Vernon, New York 10553
(212) 665-5400
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Stephen A. Weiss, Esq.
Greenberg Traurig
200 Park Avenue
New York, New York 10166
(212) 801-9200
March 2, 1999
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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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule
13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 10 Pages)
<PAGE>
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CUSIP No. 12637Q 20 7 SCHEDULE 13D Page 2 of 10 Pages
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Interiors, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
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(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC/OO (See Item 3)
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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 OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER 1,191,752 (See Item 5)
SHARES
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER -0-
EACH
REPORTING ------------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER 1,191,752 (See Item 5)
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,191,752 (See Item 5)
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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)
51.0% (See Item 5)
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14 TYPE OF REPORTING PERSON
CO
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<PAGE>
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CUSIP No. 12637Q 20 7 SCHEDULE 13D Page 3 of 10 Pages
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Laurie Munn
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
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(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF (See Item 3)
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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 OF ORGANIZATION
United States of America
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NUMBER OF 7 SOLE VOTING POWER 413,538 (See Item 5)
SHARES
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER -0-
EACH
REPORTING ------------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER 413,538 (See Item 5)
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
413,538 (See Item 5)
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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)
17.7% (See Item 5)
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14 TYPE OF REPORTING PERSON
IN
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<PAGE>
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CUSIP No. 12637Q 20 7 SCHEDULE 13D Page 4 of 10 Pages
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Max Munn
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
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(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF (See Item 3)
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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 OF ORGANIZATION
United States of America
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NUMBER OF 7 SOLE VOTING POWER 413,538 (See Item 5)
SHARES
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER -0-
EACH
REPORTING ------------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER 413,538 (See Item 5)
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
413,538 (See Item 5)
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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)
17.7% (See Item 5)
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14 TYPE OF REPORTING PERSON
IN
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<PAGE>
Item 1. Security and Issuer.
This Statement on Schedule 13D (this "Statement") relates to shares
of common stock, par value $0.01 per share (the "CSL Common Stock"), of CSL
Lighting Manufacturing, Inc., a Delaware corporation ("CSL"). The principal
executive offices of CSL are located at 27615 Avenue Hopkins, Valencia,
California 91355-3447.
Item 2. Identity and Background.
(a) - (c) and (f). This Statement is being filed by (i) Interiors,
Inc., a Delaware corporation ("Interiors"), with its principal executive offices
located at 320 Washington Street, Mt. Vernon, New York 10553, (ii) Laurie Munn,
a United States citizen ("Laurie Munn"), residing at 67 Tompkins Avenue,
Hastings-on-Hudson, New York 10706, and (iii) Max Munn, a United States citizen
("Max Munn"), residing at 67 Tompkins Avenue, Hastings-on-Hudson, New York
10706. Interiors, Laurie Munn and Max Munn are collectively referred to herein
as the "Reporting Persons." The name, citizenship, business address, present
principal occupation or employment and the name, principal business and address
of any corporation or other organization in which such employment is conducted
with respect to each director and executive officer of Interiors are set forth
in Exhibit 1 attached hereto, which is incorporated herein by reference.
Interiors is a leading designer, manufacturer and marketer of a
broad range of decorative accessories for the residential, commercial,
institutional and contract markets, including museum-quality traditional and
contemporary picture frames, framed wall mirrors, framed hand-painted oil
paintings, framed prints under glass, portable and installed lighting and
lighting fixtures, sculptures and decorative tabletop accessories.
2,455,000 shares of Interiors Class B common stock, par value $0.001
per share (the "Interiors Class B Common Stock"), are beneficially owned by
Laurie Munn as of March 2, 1999. Shares of Interiors Class B Common Stock are
identical to, and entitle the holders thereof to the same rights and privileges
as, shares of Interiors Class A common stock, par value $0.001 per share (the
"Interiors Class A Common Stock" and, together with the Interiors Class B Common
Stock, the "Interiors Common Stock"), except that holders of Interiors Class A
Common Stock are entitled to cast one vote per share on all matters upon which
stockholders of Interiors are entitled to vote and holders of Interiors Class B
Common Stock are entitled to cast five votes per share on all such matters.
Accordingly, approximately 9.6% of the outstanding shares of Interiors Common
Stock and approximately 34.7% of the voting power of Interiors are beneficially
owned by Laurie Munn and her spouse, Max Munn, as of March 2, 1999. Max Munn
disclaims beneficial ownership of the shares of Interiors Common Stock
beneficially owned by his spouse, Laurie Munn.
Laurie Munn is currently unemployed. Max Munn is currently the
President and Chief Executive Officer and a director of Interiors and is also
currently Chairman of the Board of CSL.
(d) and (e). During the last five years, none of the Reporting
Persons, nor, to the best knowledge of the Reporting Persons, any of the persons
named in Exhibit 1 attached hereto and incorporated herein by reference, has
been (i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) nor (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is 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 violation with respect to such laws.
Page 5 of 10 Pages
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Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to a Stock Purchase Agreement, dated as of March 1, 1999,
by and between Interiors and CSL (the "Purchase Agreement"), Interiors acquired
from CSL 1,191,752 newly issued shares of CSL Common Stock, representing 51.0%
of the outstanding shares of CSL Common Stock as of March 2, 1999 (giving effect
to such issuance), in exchange for (i) 1,927 shares of Interiors Series C
Preferred Stock, par value $0.01 and liquidation preference $1,000 per share
(the "Series C Preferred Stock"), issued to certain creditors of CSL for the
cancellation of certain CSL debt and (ii) $600,000 in cash. The transactions
contemplated by the Purchase Agreement were consummated on March 2, 1999. Giving
effect to the completion of the transactions contemplated by the Purchase
Agreement, Interiors beneficially owns an aggregate of 1,191,752 shares of CSL
Common Stock (representing 51.0% of the outstanding shares of CSL Common Stock
on March 2, 1999). By virtue of Laurie Munn's and Max Munn's beneficial
ownership of approximately 9.6% of the outstanding shares of Interiors Common
Stock and approximately 34.7% of the voting power of Interiors (see Item 2
above), both Laurie Munn and Max Munn may be deemed to indirectly beneficially
own 413,538 shares of CSL Common Stock (representing 17.7% of the outstanding
shares of CSL Common Stock on March 2, 1999).
The consideration used by Interiors to acquire the securities
covered by this Statement was provided as follows: (i) 1,927 shares of Series C
Preferred Stock were issued by Interiors to certain CSL creditors from
Interiors' authorized shares of preferred stock set forth in its Certificate of
Incorporation, as amended; and (ii) $600,000 in cash was provided from
Interiors' working capital.
A copy of the Purchase Agreement is attached as Exhibit 99.1 of
Interiors' Current Report on Form 8-K, dated March 2, 1999 (the "Current
Report"), is specifically incorporated herein by reference, and the descriptions
herein of such Purchase Agreement are qualified in their respective entirety by
reference to such Exhibit.
Item 4. Purpose of Transaction.
The Reporting Persons acquired their shares of CSL Common Stock for
investment purposes and not with the view to or for sale in connection with any
distribution thereof. The Reporting Persons have no present intention or plan to
effect any distribution of their shares of CSL Common Stock. Interiors acquired
its shares of CSL Common Stock in order to acquire a significant equity interest
in CSL, certain of whose businesses are similar to businesses conducted by
Interiors. Such Reporting Persons from time to time may review the merits of
their investment in CSL and evaluate their options with respect thereto.
As contemplated by the Purchase Agreement, Interiors and CSL entered
into a Standstill Agreement, dated as of March 1, 1999 (the "Standstill
Agreement"), at the time of the purchase of the shares to which this Statement
relates. The Standstill Agreement is attached as Exhibit 99.2 of the Current
Report, is specifically incorporated herein by reference, and the following
description of such Standstill Agreement is qualified in its entirety by
reference to such Exhibit.
Pursuant to the Standstill Agreement, during a standstill period
ending July 28, 1999 (which period is subject to early termination in certain
circumstances set forth in the Standstill Agreement), Interiors and its
"affiliates" (as such term is defined in Rule 12b-2 under the Securities
Exchange Act of 1934, as amended), executive officers and directors
(collectively, its "Affiliates") are prohibited from acquiring additional shares
of CSL Common Stock (except by way of stock dividends or other distributions or
offerings made available to holders of CSL Common Stock generally) if the effect
of such acquisition would be to increase the number of shares of CSL Common
Stock then owned by Interiors and its Affiliates to greater than 51.0% of the
shares of CSL Common Stock then outstanding. Notwithstanding the foregoing, in
the event Interiors shall own less than 51.0% of the outstanding shares of CSL
Common Stock during the standstill period, Interiors may acquire additional
shares of CSL Common Stock during the standstill period, provided that the
effect of such acquisition would not increase the number of shares of
Page 6 of 10 Pages
<PAGE>
CSL Common Stock then owned by Interiors and its Affiliates to greater than
51.0% of the shares of CSL Common Stock then outstanding. Subject to the
limitations and restrictions contained in the Standstill Agreement, and subject
to the Reporting Persons' review of the merits of their investment in CSL and
evaluation of their options with respect thereto, any or all of such Reporting
Persons (i) may determine to acquire additional shares of CSL Common Stock (or
securities convertible into CSL Common Stock) through open market purchases or
privately negotiated transactions, (ii) may determine to sell shares of CSL
Common Stock (or securities convertible into CSL Common Stock) and/or (iii) may
pursue any other options with respect to their investment in CSL.
In addition, pursuant to the terms of the Purchase Agreement, the
Board of Directors of CSL voted to expand the Board of Directors of CSL from
four to seven members and appointed four persons to fill vacancies on the Board
of Directors of CSL resulting from such expansion and the resignation of one
director, three of which persons (including Max Munn) were designated by
Interiors and one of which was mutually designated by Interiors and CSL. The
Purchase Agreement provides that for a period of not less than 150 days after
the closing date of the transaction, six of the seven members of the Board of
Directors of CSL shall consist of (a) three persons designated by the Board of
Directors of CSL prior to the closing date, and (b) three persons designated by
Interiors. From the date on which the Board of Directors holds its first meeting
following the closing of the transactions contemplated by the Purchase Agreement
to the date which is 150 days following such closing date, the seventh member of
the Board of Directors shall be the person previously mutually agreed upon by
CSL and Interiors.
Notwithstanding anything to the contrary contained herein, each of
the Reporting Persons reserves the right, depending on all relevant factors, to
change its intention with respect to any and all of the matters referred to
above.
Except as set forth in this Item 4, none of the Reporting Persons
nor, to the best of their knowledge, any person named on Exhibit 1 hereto, which
is incorporated herein by reference, has any plans or proposals which relate to
or would result in any of the actions specified in clauses (a) through (j) of
Item 4 of Schedule 13D.
Item 5. Interest in Securities of Issuer.
(a). By reason of the execution of the Purchase Agreement and the
simultaneous consummation of the transactions contemplated thereby, Interiors is
the beneficial owner of 1,191,752 shares of CSL Common Stock, which represent
51.0% of the total number of shares of CSL Common Stock outstanding as of March
2, 1999. By virtue of Laurie Munn's and Max Munn's beneficial ownership of
approximately 9.6% of the outstanding shares of Interiors Common Stock and
approximately 34.7% of the voting power of Interiors (see Item 2 above), both
Laurie Munn and Max Munn may be deemed the indirect beneficial owners of 413,538
shares of CSL Common Stock, which represent 17.7% of the total number of shares
of CSL Common Stock outstanding as of March 2, 1999.
Except as set forth in response to this Item 5(a), none of the
Reporting Persons nor, to the best of their knowledge, any person listed on
Exhibit 1 hereto, which is incorporated herein by reference, presently
beneficially owns any shares of CSL Common Stock.
(b). Each of the Reporting Persons has sole voting and dispositive
power with respect to all of the shares of CSL Common Stock set forth in
response to Item 5(a) above which they beneficially own or are deemed to
beneficially own. None of the Reporting Persons shares voting and/or dispositive
power with respect to any of the shares of CSL Common Stock set forth in
response to Item 5(a) above which they beneficially own or are deemed to
beneficially own.
Page 7 of 10 Pages
<PAGE>
Except as set forth in response to this Item 5(b), none of the
Reporting Persons nor, to the best of their knowledge, any person listed in
Exhibit 1 hereto, which is incorporated herein by reference, presently has the
sole or shared power to vote, direct the vote, dispose or direct the disposition
of any shares of CSL Common Stock that may be deemed beneficially owned by the
Reporting Persons.
(c). Except for the execution of the Purchase Agreement and the
Standstill Agreement and the simultaneous consummation of the transactions
contemplated thereby, none of the Reporting Persons nor, to the best of their
knowledge, any person listed in Exhibit 1 hereto which is incorporated herein by
reference, has effected any transactions in the CSL Common Stock during the past
60 days.
(d) and (e). Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
As described above in Items 3 and 4, the Purchase Agreement and the
Standstill Agreement provide for various rights and restrictions with respect to
the shares of CSL Common Stock beneficially owned by the Reporting Persons.
The Purchase Agreement and the Standstill Agreement are incorporated
herein by reference as Exhibits 2 and 3, respectively, and are incorporated in
this Item 6 by reference, and the descriptions herein of such agreements are
qualified in their respective entireties by reference to such agreements.
Item 7. Material to be Filed as Exhibits.
The following documents are being filed as Exhibits to this
Statement and are each incorporated by reference herein.
Exhibit No. Document
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1 Name, Business Address, and Present Principal Occupation of
Each Executive Officer and Director of Interiors, Inc.
2 Stock Purchase Agreement, dated as of March 1, 1999, by and
between Interiors, Inc. and CSL Lighting Manufacturing, Inc.
(1)
3 Standstill Agreement, dated as of March 1, 1999, by and
between Interiors, Inc. and CSL Lighting Manufacturing, Inc.
(2)
4 Agreement of Joint Filing, dated March 3, 1999, by and
between Interiors, Inc., Laurie Munn and Max Munn.
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(1) Incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K
of Interiors, Inc. filed with the Securities and Exchange Commission on
March 4, 1999 (File No. 0-24352).
(2) Incorporated by reference to Exhibit 99.2 of the Current Report on Form 8-K
of Interiors, Inc. filed with the Securities and Exchange Commission on
March 4, 1999 (File No. 0-24352).
Page 8 of 10 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: March 3, 1999 INTERIORS, INC.
By: /s/ Max Munn
-----------------------------------
Name: Max Munn
Title: President and Chief
Executive Officer
/s/ Laurie Munn
--------------------------------------
LAURIE MUNN
/s/ Max Munn
--------------------------------------
MAX MUNN
Page 9 of 10 Pages
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Document
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1 Name, Business Address, and Present Principal Occupation of
Each Executive Officer and Director of Interiors, Inc.
2 Stock Purchase Agreement, dated as of March 1, 1999, by and
between Interiors, Inc. and CSL Lighting Manufacturing, Inc.
(1)
3 Standstill Agreement, dated as of March 1, 1999, by and
between Interiors, Inc. and CSL Lighting Manufacturing, Inc.
(2)
4 Agreement of Joint Filing, dated March 3, 1999, by and between
Interiors, Inc., Laurie Munn and Max Munn.
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(1) Incorporated by reference to Exhibit 99.1 of the Current Report on
Form 8-K of Interiors, Inc. filed with the Securities and Exchange
Commission on March 4, 1999 (File No. 0-24362).
(2) Incorporated by reference to Exhibit 99.2 of the Current Report on
Form 8-K of Interiors, Inc. filed with the Securities and Exchange
Commission on March 4, 1999 (File No. 0-24362).
Page 10 of 10 Pages
<PAGE>
EXHIBIT 1
DIRECTORS AND EXECUTIVE OFFICERS OF INTERIORS: The name, citizenship, business
address, present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which such
employment is conducted with respect to each director and executive officer of
Interiors are set forth below:
<TABLE>
<CAPTION>
Principal Occupation
or Employment if
Name and Positions different from the
Business with positions with
Address Interiors Citizenship Interiors
------- --------- ----------- ---------
<S> <C> <C> <C>
Max Munn President, Chief U.S.
320 Washington Street Executive Officer and
Mt. Vernon, NY 10553 Director
Dennis D. D'Amore Executive Vice U.S.
320 Washington Street President and
Mt. Vernon, NY 10553 President of Decorative
Accessories Division
Joan York Secretary U.S.
320 Washington Street
Mt. Vernon, NY 10553
Richard P. Belenski Executive Vice U.S.
320 Washington Street President, Finance and
Mt. Vernon, NY 10553 Administration, and
Chief Financial Officer
Todd R. Langner Executive Vice U.S.
320 Washington Street President of Sales and
Mt. Vernon, NY 10553 Marketing
David A. Schwartz General Counsel U.S.
320 Washington Street
Mt. Vernon, NY 10553
James J. McCorry President of Habitat U.S.
320 Washington Street Solutions, Inc., a
Mt. Vernon, NY 10553 division of Interiors
Roger Lourie Director U.S. General Partner of Tremont
* Pneumatic Tool Sales Associates; President of Misty
and Repair Co., Inc. Ridge Associates; Chairman of
129-02 23rd Avenue the Board of Pneumatic Tool
College Point, NY 11356 Sales and Repair Co., Inc. and
* Devin-Adair Publishers, Inc Devin-Adair Publishers, Inc.
6 North Water Street
Old Greenwich, CT 06870
Richard Josephberg Director U.S. Chairman of Josephberg Grosz
Josephberg Grosz & Co., Inc. & Co., Inc.
810 Seventh Avenue
New York, NY 10019
</TABLE>
<PAGE>
EXHIBIT 4
AGREEMENT OF JOINT FILING
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as
amended, the undersigned hereby consent to the joint filing on their behalf of a
single Schedule 13D and any amendments thereto, with respect to the beneficial
ownership by each of the undersigned of shares of common stock, par value $0.01
per share, of CSL Lighting Manufacturing, Inc. The undersigned hereby further
agree that this statement may be executed in any number of counterparts, each of
which when so executed shall be deemed to be an original, but all of which
counterparts shall together constitute one and the same instrument.
Dated: March 3, 1999 INTERIORS, INC.
By: /s/ Max Munn
-----------------------------------
Name: Max Munn
Title: President and Chief
Executive Officer
/s/ Laurie Munn
--------------------------------------
LAURIE MUNN
/s/ Max Munn
--------------------------------------
MAX MUNN
