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CONFIRMING COPY OF PAPER FILING
MADE ON FEBRUARY 3, 1995
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
KNOGO NORTH AMERICA INC.
------------------------
(Name of Issuer)
Common Stock, par value $.01
------------------------------
(Title of Class of Securities)
499163103
--------------
(CUSIP Number)
Walter J. Schloss
Walter & Edwin Schloss Associates, L.P.
52 Vanderbilt Avenue
New York, New York 10017
(212) 370-1844
-----------------------------------
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
December 29, 1994
------------------------------------
(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 / /.
Check the following box if a fee is being paid with this statement /X/.
Page 1 of 11 Pages
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CUSIP NO. 499158103000
------------
- --------------------------------------------------------------------------------
1) Name of Reporting Person Walter & Edwin Schloss
S.S. or I.R.S. Identifica- Associates, L.P.
tion No. of Above Person Employer I.D. No. 13-6065556
- --------------------------------------------------------------------------------
2) Check the Appropriate Box (a)
if a Member of a Group ---------------------------------
(See Instructions) (b) X
---------------------------------
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds (See
Instructions) WC,OO
- --------------------------------------------------------------------------------
5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e)
- --------------------------------------------------------------------------------
6) Citizenship or Place of Delaware
Organization
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power 743,000 shares
Shares Bene- ----------------------------------------------------------------
ficially (8) Shared Voting
Owned by Power -0-
Each Report- ----------------------------------------------------------------
ing Person (9) Sole Dispositive
With Power 743,000 shares
----------------------------------------------------------------
(10) Shared Dispositive
Power -0-
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially
Owned by Each Reporting Person 743,000 shares
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares (See Instructions)
- --------------------------------------------------------------------------------
13) Percent of Class Represented
by Amount in Row (11) 13.2%(1)
- --------------------------------------------------------------------------------
14) Type of Reporting Person (See
Instructions) PN
- --------------------------------------------------------------------------------
- --------
(1) Based on 5,633,073 shares of Common Stock outstanding, as set forth in
the Company's Prospectus, dated November 28, 1994, including as part of
the Notice of Meeting and Proxy Statement of Knogo Corporation, dated
November 28, 1994.
Page 2 of 11 Pages
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CUSIP NO. 499163103
---------
- --------------------------------------------------------------------------------
1) Name of Reporting Person Walter J. Schloss
S.S. or I.R.S. Identifica- Soc. Sec. No. ###-##-####
tion No. of Above Person
- --------------------------------------------------------------------------------
2) Check the Appropriate Box (a)
if a Member of a Group ---------------------------------
(See Instructions) (b) X
---------------------------------
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds (See
Instructions) PF
- --------------------------------------------------------------------------------
5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e)
- --------------------------------------------------------------------------------
6) Citizenship or Place of United States
Organization
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power 8,500 shares
Shares Bene- ----------------------------------------------------------------
ficially (8) Shared Voting
Owned by Power 743,000 shares(1)
Each Report- ----------------------------------------------------------------
ing Person (9) Sole Dispositive
With Power 8,500 shares
----------------------------------------------------------------
(10) Shared Dispositive
Power 753,500 shares(1),(2)
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially
Owned by Each Reporting Person 751,500 shares(1)
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount
in Row (11) Excludes Certain X
Shares (See Instructions)
- --------------------------------------------------------------------------------
13) Percent of Class Represented
by Amount in Row (11) 13.3%
- --------------------------------------------------------------------------------
14) Type of Reporting Person (See
Instructions) IN
- --------------------------------------------------------------------------------
(1) Includes 743,000 shares owned by Walter & Edwin Schloss Associates,
L.P., of which Schloss Management Company ("Management") is the general
partner. Walter J. Schloss is one of the general partners of
Management. By reason of his capacity as general partner of Management,
Walter J. Schloss may be deemed to have shared dispositive power and
shared voting power of such shares.
(2) Includes 10,500 shares held in accounts of four clients of Walter J.
Schloss, with respect to which he may from time to time possess certain
indicia of investment discretion but as to which he has no voting power
and he disclaims beneficial ownership.
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CUSIP NO. 499163103
---------
- --------------------------------------------------------------------------------
1) Name of Reporting Person Edwin W. Schloss
S.S. or I.R.S. Identifica- Soc. Sec. No. ###-##-####
tion No. of Above Person
- --------------------------------------------------------------------------------
2) Check the Appropriate Box (a)
if a Member of a Group ---------------------------------
(See Instructions) (b) X
---------------------------------
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds (See
Instructions) PF
- --------------------------------------------------------------------------------
5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e)
- --------------------------------------------------------------------------------
6) Citizenship or Place of United States
Organization
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power 7,000 shares
Shares Bene- ----------------------------------------------------------------
ficially (8) Shared Voting
Owned by Power 743,000 shares(1)
Each Report- ----------------------------------------------------------------
ing Person (9) Sole Dispositive
With Power 7,000 shares
----------------------------------------------------------------
(10) Shared Dispositive
Power 750,000 shares(1)
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially
Owned by Each Reporting Person 750,000 shares(1)
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares (See Instructions) X
- --------------------------------------------------------------------------------
13) Percent of Class Represented
by Amount in Row (11) 13.3%
- --------------------------------------------------------------------------------
14) Type of Reporting Person (See
Instructions) IN
- --------------------------------------------------------------------------------
(1) Includes 743,000 shares owned by Associates of which Management is the
general partner. Edwin W. Schloss is one of the general partners of
Management. By reason of his capacity as general partner of Management,
Edwin W. Schloss may be deemed to have shared dispositive power and
shared voting power of such shares.
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INTRODUCTORY STATEMENT
On July 26, 1989, there was filed with the Securities and
Exchange Commission a Statement on Schedule 13D, which was amended by Amendment
No. 1 on September 22, 1989 and Amendment No. 2 on January 25, 1990 (the
"Original Statement") relating to shares of Common Stock, par value $.01 per
share (the "Old Knogo Common Stock"), of Knogo Corporation ("Old Knogo"),
beneficially owned by Walter & Edwin Schloss Associates, L.P. ("Associates"),
Walter J. Schloss and Edwin W. Schloss. Pursuant to the stock distribution
transaction (the "Distribution") described in the Notice of Meeting of
Shareholders and Proxy Statement, dated November 28, 1994 (the "Proxy
Statement"), of Old Knogo, all holders of shares of Old Knogo Common Stock
immediately prior to the Distribution, received one share of Common Stock, par
value $.01 per share (the "Common Stock") of Knogo North America Inc. (the
"Company") for each share of Old Knogo Common Stock held by them.
This Statement being filed to report the distribution of the
Common Stock of the Company to Associates, Walter Schloss and Edwin Schloss
pursuant to the Distribution. This Statement does not report any additional
equity investment by the filing persons.
Item 1. Security and Issuer
This Statement relates to the Common Stock, par value $.01 per
share ("Common Stock"), of Knogo North America Inc. (the "Company"), which, to
the best knowledge of the persons filing this Statement, is a corporation
organized under the laws of New York with its principal executive offices
located at 350 Wireless Boulevard, Hauppauge, New York 11788- 3907.
Item 2. Identity and Background
(a) The persons filing this Statement are (i) Walter & Edwin
Schloss Associates, L.P., a Delaware limited partnership ("Associates"); (ii)
Walter J. Schloss; and (iii) Edwin W. Schloss (collectively, the "Filing
Persons"). The general partner of Associates is Schloss Management Company, a
New York general partnership ("Management"), of which Walter J. Schloss and
Edwin W. Schloss are the general partners. Annexed as Exhibit A hereto, which
appears on page 12 hereof and is incorporated by reference herein, is an
agreement among Walter J. Schloss, Edwin W. Schloss and Associates that this
Statement is filed on behalf of each of them. The filing of this Statement
should not be deemed an admission that Walter J. Schloss, Edwin W. Schloss and
Associates comprise a group within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934 (the "Act").
(b) The business address of Associates is 52 Vanderbilt
Avenue, New York, New York 10017. The business address of each of Walter J.
Schloss and Edwin W. Schloss is c/o Associates, 52 Vanderbilt Avenue, New York,
New York 10017.
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(c) Associates is a private investment partnership and is
currently, and at all relevant times was, engaged primarily in the business of
investing in securities for its own account. The present principal occupation or
employment of each of Walter J. Schloss and Edwin W. Schloss is as a general
partner of Management, the general partner of Associates.
(d) None of Associates, Walter J. Schloss or Edwin W. Schloss
has, during the last five year, been convicted in any criminal proceeding
(excluding traffic violations and similar misdemeanors).
(e) None of Associates, Walter J. Schloss or Edwin W. Schloss
has, during the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which as a result of
such proceeding, he or it 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
thereto.
(f) Associates is a Delaware limited partnership. Walter J.
Schloss and Edwin W. Schloss are each citizens of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
(a) The 743,000 shares of Common Stock owned by Associates
(the "Partnership Shares") were distributed to Associates pursuant to the
Distribution by Old Knogo of the Common Stock of the Company. The funds
originally used by Associates to purchase the shares of Old Knogo Common Stock
with respect to which the Partnership Shares were distributed came from its
general funds on hand, which funds included capital contributions of partners
and gains and losses on the sale of other securities.
(b) The 8,500 shares of Common Stock owned by Walter J.
Schloss individually were distributed to Walter J. Schloss pursuant to the
Distribution by Old Knogo of the Common Stock of the Company. The shares of Old
Knogo Common Stock with respect to which such shares of Common Stock were
distributed were originally purchased by Walter Schloss in open market
transactions.
(c) The 7,000 shares of Common Stock owned by Edwin W. Schloss
individually were distributed to Edwin W. Schloss pursuant to the Distribution
by Old Knogo of the Common Stock of the Company. The shares of Old Knogo Common
Stock with respect to which such shares of Common Stock were distributed were
originally purchased by Edwin Schloss in open market transactions.
Item 4. Purpose of Transaction.
Each of the Filing Persons has acquired the shares of Common
Stock owned by him or it for investment purposes. None of the Filing Persons has
any plan or proposal which relates to or would result in any of the actions
enumerated in Item 4 of Schedule 13D, except that the Filing Persons may, from
time to time or at any time, dispose of all or some of the shares of
Page 6 of 11 Pages
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Common Stock owned by them, or acquire additional shares of Common Stock
depending upon price and market conditions, the Filing Persons's evaluation of
the Company, alternative investments and other factors.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, Associates beneficially owns
directly 743,000 shares of Common Stock, which constitutes approximately 13.2%
of the outstanding shares of Common Stock of the Company.(2) Walter J. Schloss
and Edwin W. Schloss, solely by reason of their positions as general partners of
Management, the general partner of Associates, may each be deemed to be the
indirect beneficial owner of the 743,000 shares of Common Stock beneficially
owned directly by Associates.
As of the date hereof, Walter J. Schloss beneficially owns
751,500 shares (including the shares owned by Associates) of Common Stock, which
constitutes approximately 13.3% of the outstanding shares of Common Stock.
As of the date hereof, Edwin W. Schloss beneficially owns
750,000 shares (including the shares owned by Associates) of Common Stock, which
constitutes approximately 13.3% of the outstanding shares of Common Stock.
In addition, Walter J. Schloss provides investment advice in
the ordinary course of business to four clients including a non-profit
organization of which Walter J. Schloss is a member of the Board of Trustees.
Walter J. Schloss may, at any given time or from time to time, possess certain
indicia of investment discretion with respect to shares of Common Stock held in
the accounts of his clients, but as to which Walter J. Schloss has no voting
power. As of the date hereof, clients of Walter J. Schloss own 10,500 shares of
Common Stock of the Company. The filing of this Statement should not be deemed
an admission that Walter J. Schloss is the beneficial owner of the shares of
Common Stock held in said client accounts.
(b) Associates has sole power to vote and dispose of the
Partnership Shares, except that Walter J. Schloss and Edwin W. Schloss, solely
by reason of their positions as general partners of Management, the general
partner of Associates, may be deemed to have shared power to vote and dispose of
the Partnership Shares.
Walter J. Schloss and Edwin W. Schloss each have sole power to
vote and dispose of the shares of Common Stock beneficially owned directly by
them.
Walter J. Schloss may have at any time or from time to time
certain indicia of investment discretion (but not the power to vote) with
respect to the shares of Common Stock
- --------
(2) Outstanding shares of Common Stock are based on 5,633,073 shares
outstanding as reported in the Proxy Statement.
Page 7 of 11 Pages
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held in the accounts of his clients. Walter J. Schloss disclaims beneficial
ownership as to all such shares held in client accounts.
(c) Except for the Distribution pursuant to the Proxy
Statement, there have been no transactions in Common Stock effected by
Associates, Walter Schloss or Edwin Schloss, during the 60-day period ended the
date hereof.
(d) To the best knowledge of Associates, no person other than
Associates has the right to receive or the power to direct the receipt of,
dividends from, or the proceeds from the sale of, the Partnership Shares, except
that Walter J. Schloss and Edwin W. Schloss may be deemed to have such rights
and powers solely by reason of being general partners of Management, the general
partner of Associates.
To the best knowledge of Walter J. Schloss, each person
maintaining an investment advisory account with him has the sole right to
receive or the power to direct the receipt of dividends from, or proceeds from
the sale of, the shares of Common Stock held in said person's account.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Except as otherwise described herein, none of the Filing
Persons has any contract, arrangement, understanding or relationship with
respect to any securities of the Company.
As compensation for investment advice rendered in the ordinary
course of business, Walter J. Schloss receives an annual fee, from one of his
four clients, in an amount equal to 18% of the net realized gain (excluding
dividends), if any, in the value of said customer's accounts during the
immediately preceding year.
Item 7. Material to be Filed as Exhibits.
A copy of the agreement among each of the Filing Persons that
this Statement is filed on behalf of is annexed as Exhibit A hereto, which
appears on page 10 and is incorporated by reference herein.
Page 8 of 11 Pages
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
/S/ WALTER J. SCHLOSS
----------------------------------------
Walter J. Schloss
/S/ EDWIN W. SCHLOSS
----------------------------------------
Edwin W. Schloss
WALTER & EDWIN SCHLOSS ASSOCIATES, L.P.
By Schloss Management Company, General
Partner
By:/S/ WALTER J. SCHLOSS
-------------------------------------
Walter J. Schloss, General Partner
By:/S/ EDWIN W. SCHLOSS
-------------------------------------
Edwin W. Schloss, General Partner
Page 9 of 11 Pages
