SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
TPI ENTERPRISES, INC.
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class and Securities)
872623-10-3
(CUSIP Number of Class of Securities)
Stephen R. Cohen
Phillips Point East Tower, Suite 909
777 South Flagler Drive
West Palm Beach, Florida 33401
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 14, 1995
(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 because of Rule 13d-1(b)(3) or
(4), check the following: ( )
Check the following box if a fee is being paid with this
Statement: ( )
SCHEDULE 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Stephen R. Cohen
S.S. # ###-##-####
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
N/A
_________________________________________________________________
(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
NUMBER OF 1,155,000
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 1,155,000
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,155,000
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.5%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
IN
_________________________________________________________________
This Statement amends and supplements the
Schedule 13D filed by Stephen R. Cohen dated November 23,
1987 (the "Original Schedule 13D"), as amended by the
Schedule 13D Amendment No. 1 dated November 30, 1990
("Amendment No. 1"), the Schedule 13D Amendment No. 2
filed by Mr. Cohen and C&C Investment Holdings, L.P.
("C&C") dated March 7, 1991 ("Amendment No. 2"), the
Schedule 13D Amendment No. 3 filed by Mr. Cohen and C&C
dated May 3, 1991 ("Amendment No. 3"), the Schedule 13D
Amendment No. 4 filed by Mr. Cohen and C&C dated May 6,
1992 ("Amendment No. 4"), the Schedule 13D Amendment No.
5 filed by Mr. Cohen and C&C dated August 19, 1993
("Amendment No. 5"), the Schedule 13D Amendment No. 6
filed by Mr. Cohen and C&C on May 26, 1994 ("Amendment
No. 6") the Schedule 13D Amendment No. 7 filed by Mr.
Cohen and C&C dated February 6, 1995 ("Amendment No. 7"
and together with the Original Schedule 13D, Amendment
No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4,
Amendment No. 5 and Amendment No. 6, the "Schedule 13D"),
relating to the common stock, par value $.01 per share
(the "Shares"), of TPI Enterprises, Inc., a New Jersey
corporation (the "Company"), as set forth in this Amend-
ment No. 8. Capitalized terms not defined herein have
the meanings assigned thereto in the Schedule 13D.
ITEM 1. SECURITY AND ISSUES.
The second sentence of Item 1 of the Schedule
13D is hereby amended to read in its entirety as follows:
The Company's principal executive offices are located at
TPI Enterprises, Inc., 3950 RCA Blvd, Suite 5001, Palm
Beach Gardens, FL 33410.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 of the Schedule 13D is hereby amended to
read in its entirety as follows:
(a) - (c), (f) This Statement is filed by
Stephen R. Cohen. Pursuant to the letter agreement dated
February 28, 1995 (the "Withdrawal Agreement"), Mr. Cohen
withdrew as general partner of C&C Investment Holdings,
L.P., a Delaware limited partnership ("C&C") of which
Inversiones Macuto, S.A., a Panamanian corporation
("Macuto"), is the special limited partner. The With-
drawal Agreement is attached as Exhibit 22 to the Sched-
ule 13D. Effective January 31, 1995 Stephen R. Cohen
retired from his position as Chairman of the Company and
as a member of the Board of Directors of the Company.
The principal office and business address of Stephen R.
Cohen is Phillips Point, East Tower, Suite 909, 777 South
Flagler Drive, West Palm Beach, FL 33401. Stephen R.
Cohen is a citizen of the United States. References
herein to "Mr. Cohen" are to Stephen R. Cohen.
(d) - (e) During the past five years, Mr.
Cohen has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
During the past five years, Mr. Cohen has not been a
party to a civil proceeding of a judicial or administra-
tive body of competent jurisdiction and as a result of
such proceeding been subject to a judgment, decree or
final order enjoining future violations of, prohibiting
or mandating activities subject to, federal or state
securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDER-
ATION.
Item 3 of the Schedule 13D is hereby amended
and restated to read as follows:
Mr. Cohen owns 510,000 Shares (in addition to
645,000 Shares he has the right to acquire pursuant to
presently exercisable stock options referred in Item 5
hereof). The purchase price of the 500,000 Shares was
paid with Mr. Cohen's personal funds and funds originally
advanced to Mr. Cohen by Bear, Stearns & Co., Inc. and
Shearson Lehman Brothers Inc. (a predecessor of Smith
Barney Shearson Incorporated ("Smith Barney")) pursuant
to margin loans. As of February 1, 1995 Mr. Cohen has no
margin indebtedness with respect to such Shares to Bears,
Stearns & Co. or Smith Barney. On March 14, 1995, Mr.
Cohen was issued a distribution of 10,000 Shares from C&C
in connection with his withdrawal as general partner of
C&C. See Item 6.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby amended by
adding the following paragraph at the end thereof:
On March 14, 1995, Mr. Cohen was issued a
distribution of 10,000 Shares from C&C in connection with
his withdrawal as general partner of C&C.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended
and restated as follows:
(a) In addition to the 500,000 Shares Mr.
Cohen owns in his individual capacity and the 645,000
Shares he is deemed to beneficially own as a result of
presently exercisable stock options, Mr. Cohen on March
14, 1995 was issued a distribution from C&C of 10,000
Shares in connection with his withdrawal as general
partner of C&C. Accordingly, Mr. Cohen may be deemed to
beneficially own an aggregate of 1,155,000 Shares (ap-
proximately 5.5% of the outstanding Shares assuming the
exercise of all 645,000 stock options).
(b) Mr. Cohen, owns 510,000 Shares with re-
spect to which he has sole voting and dispositive power
and holds presently exercisable stock options to purchase
645,000 Shares with respect to which he would have sole
voting and dispositive power upon the exercise of such
stock options.
(c) On March 14, 1995 Mr. Cohen was issued a
distribution of 10,000 Shares from C&C in connection with
his withdrawal as general partner of C&C. See Item 6.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
Item 6 of the Schedule 13D is hereby amended to
read in its entirety as follows:
Termination Agreement
On January 26, 1995 Mr. Cohen, the Company and,
with respect to certain provisions therein, Maxcell,
entered into the Termination Agreement, a copy of which
is Exhibit 21 to the Schedule 13D. The Termination
Agreement provides, among other matters, that until July
31, 1998 Mr. Cohen shall be retained "as an employee" and
maintain his "employment" solely for purposes of the
Company's 1983 Stock Option Plan and 1984 Stock Option
Plan so that the expiration date of the options he was
granted pursuant to such plans extends until July 31,
1998.
The foregoing description of the Termination
Agreement does not purport to be complete and is quali-
fied in its entirety by reference to the Termination
Agreement, a copy of which is attached as Exhibit 21 to
the Schedule 13D.
Withdrawal as General Partner of C&C
Pursuant to the Withdrawal Agreement, Mr. Cohen
withdrew as general partner of C&C. Such withdrawal
became effective on March 14, 1995 upon the issuance to
Mr. Cohen of 10,000 Shares pursuant to the Withdrawal
Agreement. The Withdrawal Agreement also provided that
Mr. Cohen would receive 1% of the cash held in C&C's bank
account net of reservation for or following the payment
of the fees and expenses of C&C associated with the
withdrawal of the general partner and the tax filings.
The description of the Withdrawal Agreement
contained in this Statement does not purport to be com-
plete, and such description is qualified in its entirety
by reference to the Withdrawal Agreement, a copy of which
is attached hereto as Exhibit 22 to the Schedule 13D.
Other than as set forth in this Statement, Mr.
Cohen has no contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with
respect to any securities of the Issuer, including but
not limited to, transfer or voting of any of the securi-
ties, 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.
Item 7 of the Schedule 13D is hereby amended by
adding the following:
Exhibit 22. Letter Agreement, dated February 28, 1995
between Stephen R. Cohen and Inversiones
Macuto, SA.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement with respect to myself is true,
complete and correct.
Dated: March 14, 1995
/s/ Stephen R. Cohen
___________________________
Stephen R. Cohen
EXHIBIT 22
C&C Investment Holdings, L.P.
Phillips Point Plaza, East Tower
777 South Flagler Drive, Suite 909
West Palm Beach, Florida 33401
Inversiones Macuto S.A.
c/o Osvaldo Cisneros
Edificio Pepsi
4a Avenida Transversal Principal
Los Cortijos de Lourdes
Caracas, Venezuela
Re: C&C Investment Holdings, L.P.
Gentlemen:
Reference is made to the Amended Agreement of
Limited Partnership of C&C Investment Holdings, L.P.,
between Stephen R. Cohen, a citizen of the United States
(the "General Partner"), and Inversiones Macuto S.A., a
Panamanian corporation (the "Special Limited Partner"),
dated as of April 22, 1992, as amended by the letter
agreements dated May 23, 1994 and May 31, 1994 between
the General Partner and the Special Limited Partner (the
"Partnership Agreement"). Capitalized terms used herein
without definition shall have the meanings assigned to
them in the Partnership Agreement.
Pursuant to the terms of the Partnership
Agreement, the General Partner hereby informs the Special
Limited Partner that the General Partner shall withdraw
from the Partnership effective upon the last to occur of
the following: (i) the receipt by the General Partner of
the distribution of 10,000 shares of common stock of TPI
Enterprises, Inc. currently held in the name of the
Partnership to the General Partner, (ii) the receipt by
the General Partner of the distribution to the General
Partner of 1% of the cash held in the Partnership's bank
account at The Bank of New York, net of a reservation
for, or following the payment of, the fees and expenses
of the Partnership associated with (a) the withdrawal of
the General Partner from the Partnership and (b) the tax
filings by the Partnership for the 1994 Fiscal Year, and
(iii) the distribution of Schedule K-1's to the Partners
and the filing of any required state and federal tax
filings by the Partnership for the 1994 Fiscal Year. The
withdrawal of the General Partner shall automatically
occur upon the date as set forth in the previous sentence
without any additional action by or notice from the
General Partner. Upon the withdrawal of the General
Partner, the Partnership will dissolve pursuant to
Section 10.1 of the Partnership Agreement unless the
Special Limited Partner elects to continue the
Partnership and elects a new general partner pursuant to
such Section 10.1.
Following the execution of this letter
agreement and the instruction letter attached hereto
addressed to The Bank of New York in its capacity as
custodian for the Partnership, the General Partner shall
mail to the custodian the instruction letter and an
executed stock power in order to effectuate the
distribution of the TPI Common Stock as described in the
preceding paragraph. Following the execution of this
letter agreement, the General Partner shall pay from the
Partnership's bank account at The Bank of New York the
fees and expenses of the Partnership associated with the
withdrawal of the General Partner from the Partnership
and the tax filings for the 1994 Fiscal Year, and shall
then withdraw from such account as a distribution to the
General Partner, the cash amount described in the
preceding paragraph. Following the execution of this
letter agreement, the General Partner shall take all
steps necessary to have prepared and filed on behalf of
the Partnership the tax filings for the 1994 Fiscal Year
and to distribute the Schedule K-1's. The Special
Limited Partner hereby consents to the actions of the
General Partner described in this paragraph and any other
actions necessary to effectuate the terms of this letter
agreement.
After the effective date of the General
Partner's withdrawal from the Partnership, he will be
under no obligation to perform any duties on behalf of
the Partnership including, but not limited to, the filing
of documents with the Securities and Exchange Commission
pursuant to Sections 13 and 16 of the Securities Exchange
Act of 1934, as amended, and the rules and regulations
promulgated thereunder and the filing of any future tax
filings or the distribution of future Schedule K-1's on
behalf of the Partnership.
To the maximum extent permitted by law, the
General Partner shall be indemnified and held harmless by
the Partnership, from and against any and all claims,
actions, costs, expenses, damages and liabilities,
including reasonable attorneys' fees, arising out of or
in connection with its management or administration of
the affairs of the Partnership, except for any acts that
constitute gross negligence, fraud or bad faith;
provided, however, that the General Partner shall not be
indemnified and held harmless by the Partnership for
actions taken (i) in his capacity as an officer or
director of TPI or (ii) other than in his capacity as
General Partner.
By executing the enclosed copy of this letter
agreement, the Special Limited Partner consents to the
withdrawal of the General Partner from the Partnership
and to the distributions, indemnification and other terms
of this letter agreement. Please indicate your agreement
to the foregoing by executing the enclosed copy of this
letter and the attached copy of the instruction letter
and returning them to the General Partner.
Very truly yours,
/s/ Stephen R. Cohen
Stephen R. Cohen
AGREED TO AND ACCEPTED BY:
INVERSIONES MACUTO S.A.
By: /s/ Osvaldo Cisneros
Name: Osvaldo Cisneros
Title:
Dated: February 28, 1995
February 28, 1995
The Bank of New York
101 Barclay Street
New York, NY 10286
Attention: Peter Lagatta
Re: Custodian Agreement by and among The Bank of New
York, C&C Investment Holdings, L.P., Stephen R.
Cohen and Inversiones Macuto S.A., dated May 9, 1991
Ladies and Gentlemen:
You are hereby instructed to release the
1,000,000 shares (the "Shares") of common stock of TPI
Enterprises, Inc. (the "Company") held by you as
custodian on behalf of C&C Investment Holdings, L.P.
("C&C") as follows:
990,000 Shares to C&C Investment Holdings,
L.P., c/o Richard Goldberg, Esq., Shereff,
Friedman, Hoffman & Goodman, 919 Third Avenue,
New York, N.Y. 10022-9998
10,000 Shares to Stephen R. Cohen, c/o Patricia
Hildebrand, TPI Enterprises, Inc., 777 S.
Flagler Drive, West Palm Beach, Florida 33401
Stock powers necessary to effect the transfer
are attached. The Company's Transfer Agent is American
Stock Transfer Company.
In addition, by this letter the partners of C&C
inform you that effective upon your distribution of the
Shares as set forth above, the custodian agreement
between C&C and The Bank of New York shall be terminated.
This letter may be executed in counterparts,
all of which when taken together shall constitute one and
the same authorization.
C&C INVESTMENT HOLDINGS, L.P.
GENERAL PARTNER:
/s/ Stephen R. Cohen
Stephen R. Cohen
SPECIAL LIMITED PARTNER:
Inversiones Macuto S.A.
By: /s/ Osvaldo Cisneros
Name: Osvaldo Cisneros
Title:
