-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SjO6jer1Iw86kBLDAvcYBl01/NJ7qqM1faBdTX40lOTnT9SF0KAzXDN0M7llg4WE hfndO4SISgCZgLZ4/23yHg== 0000922423-05-001897.txt : 20051125 0000922423-05-001897.hdr.sgml : 20051124 20051125144517 ACCESSION NUMBER: 0000922423-05-001897 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051125 DATE AS OF CHANGE: 20051125 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FOREMAN GEORGE CENTRAL INDEX KEY: 0001282612 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: DAVID P MARKMAN, GREENBERG, TRAURIG, LLP STREET 2: 2450 COLORADO AVENUE SUITE 400 CITY: SANTA MONICA STATE: CA ZIP: 90404 BUSINESS PHONE: 3105867743 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: George Foreman Enterprises Inc CENTRAL INDEX KEY: 0001079786 STANDARD INDUSTRIAL CLASSIFICATION: PHONOGRAPH RECORDS & PRERECORDED AUDIO TAPES & DISKS [3652] IRS NUMBER: 541811721 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56755 FILM NUMBER: 051226851 BUSINESS ADDRESS: STREET 1: 100 N WILKES-BARRE BLVD STREET 2: 4TH FLOOR CITY: WILKES-BARRE STATE: PA ZIP: 18702 BUSINESS PHONE: (570) 822-6277 MAIL ADDRESS: STREET 1: 100 N WILKES-BARRE BLVD STREET 2: 4TH FLOOR CITY: WILKES-BARRE STATE: PA ZIP: 18702 FORMER COMPANY: FORMER CONFORMED NAME: MM COMPANIES INC DATE OF NAME CHANGE: 20020719 FORMER COMPANY: FORMER CONFORMED NAME: MUSICMAKER COM INC DATE OF NAME CHANGE: 19990216 SC 13D/A 1 kl01174_sc13da.txt SCHEDULE 13D AMENDMENT NO.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 George Foreman Enterprises, Inc. -------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share --------------------------------------- (Title of Class of Securities) 372481101 --------- (CUSIP Number) Richard G. Thorpe, Esq. Kirkpatrick & Lockhart Nicholson Graham LLP Henry W. Oliver Building 535 Smithfield Street Pittsburgh, PA 15222 (412) 355-6500 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 15, 2005 ----------------- (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 ss.ss. 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box: |_| SCHEDULE 13D CUSIP No. 372481101 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON George Foreman _______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) [x] _______________________________________________________________________________ 3) SEC USE ONLY _______________________________________________________________________________ 4) SOURCE OF FUNDS OO _______________________________________________________________________________ 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 1,659,290 (1) SHARES _________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 269,963 EACH REPORTING _________________________________________________________ PERSON 9) SOLE DISPOSITIVE POWER WITH 1,659,290 (1) _________________________________________________________ 10) SHARED DISPOSITIVE POWER 269,963 _______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,929,253 (1) _______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| _______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.97% _______________________________________________________________________________ 14) TYPE OF REPORTING PERSON IN _______________________________________________________________________________ _______________________ (1) Includes an option to purchase 129,500 shares of Common Stock, all of which are immediately exercisable. SCHEDULE 13D CUSIP No. 372481101 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON George Foreman Productions, Inc. 74-2713432 ______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) [x] _______________________________________________________________________________ 3) SEC USE ONLY _______________________________________________________________________________ 4) SOURCE OF FUNDS OO _______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| _______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Nevada _______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 0 SHARES _____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 269,963 EACH _____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 0 WITH _____________________________________________________________ 10) SHARED DISPOSITIVE POWER 269,963 _______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 269,963 _______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| _______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5% _______________________________________________________________________________ 14) TYPE OF REPORTING PERSON CO _______________________________________________________________________________ Introduction. This amends and supplements the Schedule 13D dated August 25, 2005 (the "Schedule"), filed with the Securities and Exchange Commission by George Foreman and George Foreman Productions, Inc., a Nevada corporation ("GFP"), with respect to the common stock, par value $0.01 per share ("Common Stock"), of George Foreman Enterprises, Inc. (the "Company") and with respect to certain membership interests ("Membership Interests") owned by Mr. Foreman and GFP in George Foreman Ventures LLC, a Delaware corporation and majority owned subsidiary of the Company ("GFV LLC"). Item 3 of the Schedule, "Source and Amount of Funds or Other Consideration," is amended and supplemented by adding the following: On November 15, 2005, the Company granted to George Foreman an option to purchase 129,500 shares of Common Stock at an exercise price of $3.80 per share, all of which are immediately exercisable. Item 5(a)-(b) of the Schedule, "Interest in Securities of the Issuer," is amended and restated as follows: (a) By virtue of his Membership Interest in GFV LLC, Mr. Foreman may be deemed to directly beneficially own the 1,529,790 shares of Common Stock into which such Membership Interest will become exchangeable. Because Mr. Foreman owns all of the outstanding securities of GFP, he may also be deemed to indirectly beneficially own all of the Common Stock which may be deemed to be directly beneficially owned by GFP. Accordingly, by virtue of GFP's Membership Interest in GFV LLC, Mr. Foreman may be deemed to indirectly beneficially own the 269,963 shares of Common Stock into which such Membership Interest will become exchangeable. Mr. Foreman may also be deemed to beneficially own 129,500 shares of Common Stock which are acquirable by Mr. Foreman upon exercise of an option. Consequently, George Foreman may be deemed to beneficially own a total of 1,929,253 shares of Common Stock. Based on 3,289,006 shares of Common Stock outstanding on November 21, 2005, as reported in the Issuer's quarterly report on Form 10-QSB for the quarter ended September 30, 2005, and, in accordance with Rule 13d-3(d)(1)(i) under the Act, assuming all shares of Common Stock that Mr. Foreman may be deemed to beneficially own are outstanding, Mr. Foreman may be deemed to beneficially own approximately 36.97% of the outstanding Common Stock. By virtue of its Membership Interest in GFV LLC, GFP may be deemed to beneficially own the 269,963 shares of Common Stock into which such Membership Interest will become exchangeable. Based on 3,289,006 shares of Common Stock outstanding on November 21, 2005, and, in accordance with Rule 13d-3(d)(1)(i) under the Act, assuming all shares of Common Stock that GFP may be deemed to beneficially own are outstanding, GFP may be deemed to beneficially own approximately 7.5% of the outstanding Common Stock. (b) Upon the exchange of all of the Membership Interests owned by him and by GFP and upon the exercise of an option to purchase shares of Common Stock, Mr. Foreman shall have sole voting and dispositive power over 1,929,253 shares of Common Stock and shared voting and dispositive power over 269,963 shares of Common Stock. Upon the exchange of all of its Membership Interests, GFP shall have shared voting and dispositive power over 269,963 shares of Common Stock. SIGNATURES ---------- After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this Statement is true, complete and correct. Dated: November 23, 2005 /s/ Richard G. Thorpe ---------------------------------------- Richard G. Thorpe, Attorney-in-Fact for George Foreman GEORGE FOREMAN PRODUCTIONS, INC. By: /s/ Richard G. Thorpe ------------------------------------ Richard G. Thorpe, Attorney-in-Fact for George Foreman, President, Secretary and Treasurer of George Foreman Productions, Inc. -----END PRIVACY-ENHANCED MESSAGE-----