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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___________)*
The Gaylord Companies, Inc.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
368144-10-1
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(CUSIP Number)
Greenfield Commercial Credit, L.L.C.
1301 W. Long Lake Road, Troy, Michigan 48098, (248) 267-6777
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(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications)
October 8, 1997
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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.
*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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SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP NO. 368144-10-1 PAGE 2 OF 5 PAGES
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<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Greenfield Commercial Credit, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not Applicable
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS [ ]
2(d) or 2(e)
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan
NUMBER OF 7 SOLE VOTING POWER 1,930,525
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER Not Applicable
EACH
REPORTING 9 SOLE DISPOSITIVE POWER Not Applicable
PERSON
WITH
10 SHARED DISPOSITIVE POWER Not Applicable
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,930,525
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 51%
14 TYPE OF REPORTING PERSON*
OO
</TABLE>
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SCHEDULE 13D
UNDER SECURITIES EXCHANGE ACT OF 1934
Item 1. Security and Issuer
This statement relates to the Common Stock, $.001 par value, of The
Gaylord Companies, Inc., a Delaware corporation ("Gaylord"). The
address of the principal executive offices of Gaylord is 4006 Venture
Court, Columbus, Ohio 43228.
Item 2. Identity and Background
a. Name: Greenfield Commercial Credit, L.L.C., a Michigan limited
liability company ("Greenfield").
b. Business address: 1301 West Long Lake Road, Suite 190, Troy,
Michigan 48098.
d. Criminal proceedings: Not applicable.
e. Civil proceedings: Not applicable.
Item 3. Source and Amount of Funds or Other Consideration
On April 21, 1997 Greenfield provided to Gaylord loans in the aggregate
principal amount of up to $1,350,000. As collateral for said loans,
Gaylord and certain shareholders thereof holding approximately 51% of
the outstanding common stock of Gaylord ("Shareholders") entered into a
Turnaround Agreement and Irrevocable Proxy ("Proxy") with Greenfield.
Item 4. Purpose of Transaction
The purpose of the Proxy is to collateralize the loan agreements
between Greenfield and Gaylord. Pursuant to the terms of the Proxy,
upon the occurrence of a default under the terms of the loan agreements,
and during the continuance thereof, Greenfield shall have the
irrevocable full power and authority, as the true and lawful proxy of
the Shareholders, to vote in person or by further proxy the shares
covered thereby at all meetings of the stockholders of Gaylord.
Greenfield notified Gaylord on October 8, 1997 that the loan agreements
are currently in default. Greenfield currently has not agreed upon any
specific plans or proposals with regard to Gaylord, however, a
continuing default of the loan agreements could ultimately result in a
sale or transfer of a material amount of assets of Gaylord or any of its
subsidiaries, among other things.
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Item 5. Interest in Securities of Issuer
a. Greenfield currently owns beneficially, pursuant to the Proxy,
1,930,525 shares, representing approximately 51% of the
outstanding common stock of Gaylord. The shares are deemed
beneficially owned by the Greenfield pursuant to the Proxy.
b. Greenfield currently has the sole power to vote or to direct the
vote of the 1,930,525 shares pursuant to the Proxy.
c. No transactions other than the transaction described herein.
d. Not applicable.
e. Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of Issuer
Under the Proxy upon the occurrence of a default under the
terms of the loan agreements between Greenfield and Gaylord, and during
the continuance thereof, Greenfield shall have the irrevocable full
power and authority, as the true and lawful proxy of the Shareholders,
to vote in person or by further proxy, the shares covered thereby at
all meetings of the stockholders of Gaylord and any subsidiary, as
applicable, or to give written consents in lieu of voting such shares
in respect of any and all matters on which such shares are entitled to
vote, including, without limitation the election of directors.
Item 7. Material to be Filed as Exhibits
Turnaround Agreement and Irrevocable Proxy dated as of April 21, 1997,
by and among Gaylord, Greenfield, the Shareholders, and various
subsidiaries of Gaylord.
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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.
Date: October 14, 1997
GREENFIELD COMMERCIAL CREDIT, L.L.C.
By: Donald G. Barr, Jr.
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Its: President
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TURNAROUND AGREEMENT AND IRREVOCABLE PROXY
TURNAROUND AGREEMENT AND IRREVOCABLE PROXY (the "Agreement"), dated as of
April 21, 1997, by and among THE GAYLORD COMPANIES, INC., a Delaware
corporation (the "Corporation"), GREENFIELD COMMERCIAL CREDIT, L.L.C., a
Michigan limited liability company (the "Lender"), the Corporation's
stockholders who are signatories hereto (hereinafter referred to individually
as a "Stockholder" and collectively s the "Stockholders"), and the
Corporation's wholly-owned subsidiaries signing this Agreement.
B A C K G R O U N D:
A. The Stockholders are the record and beneficial owners of the number of
shares of common stock, $.001 par value per share (the "Common Stock"), of the
Corporation set forth opposite their signatures at the foot of this Agreement
(such shares being hereinafter collectively referred to as the "Corporation
Shares");
B. The Corporation is the owner of all of the shares of common stock (the
"Subsidiary Shares" and, collectively with the Corporation Shares, the
"Shares") of each of its corporate subsidiaries which are signatories to this
Agreement, to wit: The Cookstore, Inc., Sawworth Book Company, Gaylord's,
Inc., The Cookstore Worthington, Inc., Gaylord Book Company and Gaylord
Enterprises, Inc. (each a "Subsidiary", collectively, the "Subsidiaries" and,
collectively with the Corporation, the "Corporate Group").
C. The Corporate Group has experienced financial difficulties and has for
several months attempted to obtain permanent replacement financing for its
operations (the "Financing"), while contemporaneously attempting to obtain
additional capital for the expansion of its retail store operations (the
"Recapitalization").
D. The current principal lender of the Corporate Group has imposed conditions
upon the financing available to the Corporate Group which threaten its
continued operations and pursuit of the Recapitalization.
E. The Corporate Group desires to obtain interim loans for a period of up to
six months (the "Loan Period") in an aggregate principal amount of up to
$1,350,000 (the "Loans") from the Lender pursuant to a loan agreement of even
date herewith among the Lender, the Corporate Group and John Gaylord (the "Loan
Agreement") for the purpose of allowing the Corporate Group a sufficient
opportunity to complete the Recapitalization and obtain the Financing;
F. The parties hereto acknowledge that if the Financing and/or the
Recapitalization are not completed within the Loan Period that necessary and
appropriate reductions in costs, increases in efficiencies and other measures
(a "Turnaround Plan") must be implemented so as to restore the profitability of
the Corporate Group.
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G. The members of the Corporate Group, with the assistance of the
Stockholders, desire to assure Lender that they will implement a Turnaround
Plan in the event the Corporate Group is unsuccessful in obtaining the
Financing and/or completing the Recapitalization
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. TURNAROUND PLAN. Each Member of the Corporate Group agrees that in the
event of a Default under the terms of the Loan Agreement, including the failure
of the Corporation to repay all amounts due to Lender at the maturity of the
Loans, they shall mutually engage the services of Richard G. Gorges &
Associates of Troy, Michigan ("Consultant") on terms satisfactory to the
Lender. The terms of the engagement of Consultant shall include the immediate
implementation of a Turnaround Plan recommended by Consultant for the
operations of the Corporation and the Subsidiaries and its immediate
implementation by the Corporate Group.
2. IMPLEMENTATION OF TURNAROUND PLAN. The Stockholders and the Corporate
Group agree that in the event they fail to so engage Consultant and/or
implement a Turnaround Plan, that it is their desire that Lender have the
ability to cause the Corporation to so engage Consultant and to cause the
Corporate Group to immediately implement a Turnaround Plan by exercising the
voting power represented by the Shares pursuant to the proxy rights granted in
Paragraph 3 below.
3. IRREVOCABLE PROXY. Subject to the terms, conditions and provisos
hereinafter set forth, for so long as any of the Obligations (as defined in the
Loan Agreement) remain outstanding, each of the Stockholders and the
Corporation, does hereby irrevocably nominate and appoint the Lender as its,
his or her true and lawful proxy, with full power of substitution, in its, his
or her name, place and stead, to vote all of the Shares owned by such
Stockholder and/or the Corporation and standing in its, his or her name, at any
meeting of the stockholders of the Corporation or any Subsidiary, as the case
may be, and upon any matter in which the stockholders of the Corporation or any
Subsidiary are entitled to vote; provided, that, for so long as no Default (as
defined in the Loan Agreement) has occurred and is continuing, the Stockholder
and the Corporation shall be entitled to vote the Shares owned by it, him or
her and standing in its, his or her name with respect to all such corporate
matters. Upon the occurrence of a Default, and during the continuance thereof,
the Lender shall have the irrevocable full power and authority, as the true and
lawful proxy of the Stockholders and the Corporation, to vote in person or by
further proxy, the Shares at all meetings of the stockholders of the
Corporation and any Subsidiary, as applicable, or to give written consents in
lieu of voting such Shares in respect of any and all matters on which such
Shares are entitled to vote, including, without limitation, the election of
directors. During any such period in which the Lender shall have the right to
exercise voting powers with respect to the Shares, the Lender shall have the
right to waive notice of any meeting of the stockholders of the Corporation and
any Subsidiary, as applicable, in respect of such Shares and may exercise any
power or perform any act
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hereunder by an agent or attorney duly authorized and appointed by it. The
irrevocable proxy set forth above is a power coupled with an interest.
4. NO CONFLICT. Nothing herein contained shall disqualify the Lender from
serving as such proxy by reason of the fact that the Lender or any firm or
corporation affiliated with the Lender is in any way interested in such
transaction or contract.
5. RECEIPT OF ADDITIONAL STOCK CERTIFICATES.
(a) In the event that the Stockholders or the Corporation or any of them
shall receive any shares of the Corporation or any Subsidiary or any successor
or successors of the Corporate Group issued by way of dividend, split-up,
recapitalization, reorganization, merger, consolidation, or any other change or
adjustment in respect of the Shares held by any of them prior to the payment of
the Obligations, such Stockholders and the Corporation, as applicable, shall
hold the stock certificates representing such additional or changed shares, to
the extent that such shares have voting rights (including voting rights
contingent upon the occurrence of specified events), subject to the terms of
this Agreement, and the provisions of Paragraph 3 above shall apply thereto.
(b) The term "Shares", as used in this Agreement, shall include, in
addition to the Corporation Shares owned of record by the Stockholders on the
date hereof, as indicated opposite the signature of such Stockholder below, and
the Subsidiary Shares owned of record by the Corporation on the date hereof,
all additional shares of common stock or other securities of the Corporation or
any Subsidiary, as the case may be, having power to vote for the election of
directors of the Corporation or any Subsidiary, as the case may be, or any
successor or successors of the members of the Corporate Group, acquired by the
Stockholders or the Corporation pursuant to Paragraph 5(a) above.
6. REPRESENTATIONS AND COVENANTS AS TO CAPITALIZATION OF CORPORATION.
(a) The Stockholders and the Corporation hereby represent and warrant to
Lender that the total number of issued and outstanding shares of voting stock
of the Corporation as of the date hereof is 3,785,000; and that the total
number of voting shares of the Corporation beneficially owned by the
Stockholders and which are the subject of this Agreement as of the date hereof
is 1,930,525. None of the Stockholders holds any options, warrants, rights, or
other securities of the Corporation to acquire or purchase any voting
securities of the Corporation or to convert other securities of the Corporation
into such voting securities except that the 61),000 share of the Corporation's
Series A Preferred Stock ($5.00 Par Value), all of which is owned by the
Stockholders, is convertible into Common Stock at the rate of approximately
$.84 per share of such Common Stock for each dollar of Par Value of each such
share of such Preferred Stock.
(b) Prior to payment in full of the Obligations, the Corporation shall
not, without Lender's prior written consent, issue any Common Stock or other
voting securities (or
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securities convertible into Common Stock or such voting securities) except in
connection with the exercise of warrants currently outstanding. Except as
described in the Corporation's Annual Report for the Fiscal Year ended December
31, 1996 filed on Form 10-KSB with the Securities and Exchange Commission, no
warrants or similar rights to purchase, acquire or convert into voting
securities of the Corporation are outstanding.
(c) Prior to payment in full of the Obligations, the Corporation and the
Subsidiaries shall not authorize the issuance, and shall not issue, any
additional shares of common stock, any voting securities and any securities
convertible into such common stock or other voting securities, except as shall
be required in connection with the exercise or conversion of warrants and other
rights to purchase, or to convert securities of the Corporation into, Common
Stock, but only to the extent that such warrants and other rights are
outstanding on the date hereof and described in the Corporation's 1996 Form
10-KSB.
7. TERMINATION.
(a) The irrevocable proxy created hereby shall be effective and remain
in force until the payment in full of the Obligations.
(b) The death, disability or incompetency of a Stockholder during the
term of this Agreement shall in no way affect the validity or enforceability of
this Agreement the provisions of which shall remain in full force and effect
and be binding on the personal representative of such Stockholder.
8. NOTICES. All notices, statements, instructions or other documents
required to be given hereunder, shall be in writing and shall be given either
personally or by mailing the same in a sealed envelope, first-class mail
postage prepaid and either registered or certified, return receipt requested,
addressed to, or sent by telegram, telex, telecopy of similar form of
telecommunication (with a copy to follow by mail):
If to the Lender:
Greenfield Commercial Credit L.L.C.
480 Pierce Street, Suite 290
Birmingham, MI 48009
If to the Corporation or any Subsidiary:
The Gaylord Companies, Inc.
4006 Venture Court
Columbus, OH 43228
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and if to the Stockholders, at their respective addresses set forth on the
signature pages hereof or to such other addresses as a Stockholder or the
Lender shall designate pursuant to notice in the manner set forth herein.
9. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding
among the parties hereto with respect to the subject matter hereof and no
modification, amendment or waiver of any provision of this Agreement shall be
valid unless in writing signed by the Lender and Stockholders representing a
beneficial interest in a majority of the Shares hereunder.
10. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective heirs, executors,
administrators and permitted successors and assigns.
11. GOVERNING LAW. Regardless of the place of execution, this Agreement
shall be governed by and construed in accordance with the laws of the State of
Ohio, except that the proxy set forth in Paragraph 3, to the extent applicable
to the voting power of the Corporate Shares, shall be governed by the laws of
the State of Delaware (without regard to Delaware's conflicts of laws
principles). Each Stockholder agrees to submit to personal jurisdiction and to
waive any objection as to venue of federal or state courts in the State of
Michigan.
12. COUNTERPARTS. This Agreement may be executed in any number of
counterparts as may be convenient or necessary, and it shall not be necessary
that the signatures of all parties hereto or thereto be contained on any one
counterpart hereof or thereof. Additionally, the parties hereto agree that for
purposes of facilitating the execution of this Agreement, (a) the signature
pages taken from the separate individually executed counterparts of this
Agreement may be combined to form multiple fully executed counterparts and (b)
a facsimile transmission shall be deemed to be an original signature for all
purposes. All executed counterparts of this Agreement shall be deemed to be
originals, but all such counterparts taken together or collectively, as the
case may be, shall constitute one and the same agreement.
IN WITNESS WHEREOF, the undersigned have executed this Turnaround Agreement
the day and year first above written.
CORPORATION:
THE GAYLORD COMPANIES, INC., SAWWORTH BOOK COMPANY,
a Delaware corporation an Ohio corporation
By: By:
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John Gaylord John Gaylord
Its: Chairman and CEO Its: Chairman and CEO
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SUBSIDIARIES:
GAYLORD BOOK COMPANY, GAYLORD'S, INC.,
an Ohio corporation an Ohio corporation
By: By:
------------------------- -------------------------------
John Gaylord John Gaylord
Its: Chairman and CEO Its: Chairman and CEO
GAYLORD ENTERPRISES, INC., THE COOKSTORE, INC.,
an Ohio corporation an Ohio corporation
By: By:
------------------------- -------------------------------
John Gaylord John Gaylord
Its: Chairman and CEO Its: Chairman and CEO
THE COOKSTORES WORTHINGTON, INC.
an Ohio corporation
By:
-------------------------
John Gaylord
Its: Chairman and CEO
LENDER:
GREENFIELD COMMERCIAL CREDIT L.L.C.
By:
-------------------------
Donald G. Barr, Jr.
Its: President
STOCKHOLDERS: No. of Shares of Common Stock Owned
- ---------------------------- 678,580
George Gaylord
- ---------------------------- 424,691
John Gaylord
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---------------------------- 198,344
Judy Gaylord
---------------------------- 198,344
Janet Gaylord
---------------------------- 198,344
Susan Gaylord Noble
---------------------------- 160,877
John D. Crister
---------------------------- 71,345
Jennifer Lynn Gaylord
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