-----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, AqukX8rEFlvy7as4duHPlltbU6qLVE3q8PzQLAEwDtHx66DLWH1a704gDFr+fYTk 2WJo6teN7Y369WTvQd1BTQ== 0001144204-05-039110.txt : 20051208 0001144204-05-039110.hdr.sgml : 20051208 20051208101315 ACCESSION NUMBER: 0001144204-05-039110 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051208 DATE AS OF CHANGE: 20051208 GROUP MEMBERS: DDM MANAGEMENT, INC. GROUP MEMBERS: DDM OLDILTEX, L.P. GROUP MEMBERS: FRED CHIKOVSKY GROUP MEMBERS: JAMES SHAPIRO GROUP MEMBERS: JEREMY GOLDSTEIN GROUP MEMBERS: MARK J. TEMKIN GROUP MEMBERS: MICHAEL LANGONE GROUP MEMBERS: RONALD TEMKIN GROUP MEMBERS: SARA CHIKOVSKY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FRESH BRANDS INC CENTRAL INDEX KEY: 0001135431 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 392019963 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78015 FILM NUMBER: 051251067 BUSINESS ADDRESS: STREET 1: 2215 UNION AVENUE CITY: SHEBOYGAN STATE: WI ZIP: 53081 MAIL ADDRESS: STREET 1: 2215 UNION AVENUE CITY: SHEBOYGEN STATE: WI ZIP: 53081 FORMER COMPANY: FORMER CONFORMED NAME: SCHULTZ HOLDING CO INC DATE OF NAME CHANGE: 20010226 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Freshgroup, LLC CENTRAL INDEX KEY: 0001316583 IRS NUMBER: 651232434 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1720 HARRISON STREET, SUITE 7A CITY: HOLLYWOOD STATE: FL ZIP: 33020 BUSINESS PHONE: 954-920-4438 MAIL ADDRESS: STREET 1: 1720 HARRISON STREET, SUITE 7A CITY: HOLLYWOOD STATE: FL ZIP: 33020 SC 13D/A 1 v031104_sc13da.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 13D Under the Securities Exchange Act of 1934 FRESH BRANDS, INC. (Name of Issuer) Common Stock, $0.05 Par Value Per Share (Title of Class of Securities) 35803U 10 8 (CUSIP Number) FRESHGROUP, LLC Attn: Mr. Fred Chikovsky 1720 Harrison Street, 7th Floor Hollywood, FL 33020 (954) 920-4438 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 6, 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 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 Section 240.13d-7(b) 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 request 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). (continued on following pages) SCHEDULE 13D CUSIP No. 35803U 10 8 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person FRESHGROUP, LLC 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 3. SEC Use Only 4. Source of Funds OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] 6. Citizenship or Place of Organization Nevada Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power 246,700 8. Shared Voting Power 0 9. Sole Dispositive Power 246,700 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 246,700 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 5.0% 14. Type of Reporting Person OO 2 SCHEDULE 13D CUSIP No. 35803U 10 8 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person DDM Management, Inc. 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 3. SEC Use Only 4. Source of Funds OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] 6. Citizenship or Place of Organization Florida Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power 246,700 8. Shared Voting Power 0 9. Sole Dispositive Power 246,700 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 246,700 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 5.0% 14. Type of Reporting Person OO 3 SCHEDULE 13D CUSIP No. 35803U 10 8 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Fred Chikovsky 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 3. SEC Use Only 4. Source of Funds OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] 6. Citizenship or Place of Organization U.S Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power 0 8. Shared Voting Power 246,700 9. Sole Dispositive Power 0 10. Shared Dispositive Power 246,700 11. Aggregate Amount Beneficially Owned by Each Reporting Person 246,700 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 5.0% 14. Type of Reporting Person IN 4 SCHEDULE 13D CUSIP No. 35803U 10 8 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Sara Chikovsky 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 3. SEC Use Only 4. Source of Funds OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] 6. Citizenship or Place of Organization U.S. Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power 0 8. Shared Voting Power 246,700 9. Sole Dispositive Power 0 10. Shared Dispositive Power 246,700 11. Aggregate Amount Beneficially Owned by Each Reporting Person 0 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X] 13. Percent of Class Represented by Amount in Row (11) 0% 14. Type of Reporting Person IN 5 SCHEDULE 13D CUSIP No. 35803U 10 8 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person James Shapiro 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 3. SEC Use Only 4. Source of Funds OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] 6. Citizenship or Place of Organization U.S. Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power 0 8. Shared Voting Power 246,700 9. Sole Dispositive Power 0 10. Shared Dispositive Power 246,700 11. Aggregate Amount Beneficially Owned by Each Reporting Person 246,700 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 5.0% 14. Type of Reporting Person IN 6 SCHEDULE 13D CUSIP No. 35803U 10 8 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person DDM OLDILTEX, L.P. 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 3. SEC Use Only 4. Source of Funds OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] 6. Citizenship or Place of Organization Nevada Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power 0 8. Shared Voting Power 246,700 9. Sole Dispositive Power 0 10. Shared Dispositive Power 246,700 11. Aggregate Amount Beneficially Owned by Each Reporting Person 0 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X] 13. Percent of Class Represented by Amount in Row (11) 0% 14. Type of Reporting Person PN 7 SCHEDULE 13D CUSIP No. 35803U 10 8 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Ronald E. Temkin 14. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 15. SEC Use Only 16. Source of Funds OO 17. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] 18. Citizenship or Place of Organization U.S. Number of Shares Beneficially Owned by Each Reporting Person With: 19. Sole Voting Power 0 20. Shared Voting Power 246,700 21. Sole Dispositive Power 0 22. Shared Dispositive Power 246,700 23. Aggregate Amount Beneficially Owned by Each Reporting Person 0 24. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X] 25. Percent of Class Represented by Amount in Row (11) 0% 26. Type of Reporting Person IN 8 SCHEDULE 13D CUSIP No. 35803U 10 8 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Mark J. Temkin 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 3. SEC Use Only 4. Source of Funds OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] 6. Citizenship or Place of Organization U.S. Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power 0 8. Shared Voting Power 246,700 9. Sole Dispositive Power 0 10. Shared Dispositive Power 246,700 11. Aggregate Amount Beneficially Owned by Each Reporting Person 0 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X] 13. Percent of Class Represented by Amount in Row (11) 0% 14. Type of Reporting Person IN 9 SCHEDULE 13D CUSIP No. 35803U 10 8 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Michael Langone 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 3. SEC Use Only 4. Source of Funds OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] 6. Citizenship or Place of Organization U.S. Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power 0 8. Shared Voting Power 246,700 9. Sole Dispositive Power 0 10. Shared Dispositive Power 246,700 11. Aggregate Amount Beneficially Owned by Each Reporting Person 0 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X] 13. Percent of Class Represented by Amount in Row (11) 0% 14. Type of Reporting Person IN 10 SCHEDULE 13D CUSIP No. 35803U 10 8 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Jeremy Goldstein 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 3. SEC Use Only 4. Source of Funds OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] 6. Citizenship or Place of Organization U.S. Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power 0 8. Shared Voting Power 246,700 9. Sole Dispositive Power 0 10. Shared Dispositive Power 246,700 11. Aggregate Amount Beneficially Owned by Each Reporting Person 0 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X] 13. Percent of Class Represented by Amount in Row (11) 0% 14. Type of Reporting Person IN 11 Item 4 is hereby amended as follows: Item 4. Purpose of the Transaction. On December 6, 2005, legal counsel to Fresh Group, LLC, one of the Reporting Persons included in the Schedule 13D to which this Amendment No. 1 pertains ("Fresh Group"), delivered a letter to the Company stating Fresh Group's opposition to the acquisition of the Company by Certified Holdings, Inc. at a price of $7.05 per share announced by the Company because, among other reasons, the transaction is not in the best interests of the Company's shareholders. The letter also notified the Company that Fresh Group intends to explore and possibly pursue legal remedies to protect its interests in the Company and to seek further dialogue with the Company regarding this transaction. In addition to the actions set forth in the letter, Fresh Group may also contact other shareholders or take other steps in opposition to the proposed transaction. Each additional Reporting Person may also explore legal remedies, conduct discussions with the Company or third parties and take additional steps in opposition to the transaction. Each of the Reporting Persons may make further purchases of shares of Common Stock from time to time and may dispose of any or all of the shares of Common Stock held by him or it at any time. Each of the Reporting Persons may, at any time and from time to time, review or reconsider his or its position and formulate additional plans or proposals with respect thereto. Item 7. Material to be Filed as Exhibits. EXHIBIT A - Joint Filing Agreement. 12 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct. Date: December 7, 2005 FRESHGROUP, LLC /s/ DDM Management, Inc. ---------------------------------------- By: DDM Management, Inc. Its: Manager /s/ Fred Chikovsky ---------------------------------------- By: Fred Chikovsky Its: President DDM MANAGEMENT, INC. /s/ Fred Chikovsky ---------------------------------------- By: Fred Chikovsky Its: President /s/ Fred Chikovsky /s/ James Shapiro - ------------------------------------ ------------------------------------ Fred Chikovsky James Shapiro /s/ Sara Chikovsky /s/ DDM OLDILTEX, L.P. - ------------------------------------ ------------------------------------ Sara Chikovsky DDM OLDILTEX, L.P. By: J. S. Worldwide, Investments, Inc., a Delaware corporation Its: General Partner /s/ Ronald E. Temkin /s/ James Shapiro - ------------------------------------ ------------------------------------ Ronald E. Temkin By: James Shapiro Its: President /s/ Mark L. Temkin /s/ Jeremy Goldstein - ------------------------------------ ------------------------------------ Mark J. Temkin Jeremy Goldstein /s/ Michael Langone - ------------------------------------ Michael Langone 13 Exhibit A JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Date: December 7, 2005 FRESHGROUP, LLC /s/ DDM Management, Inc. ---------------------------------------- By: DDM Management, Inc. Its: Manager /s/ Fred Chikovsky ---------------------------------------- By: Fred Chikovsky Its: President DDM MANAGEMENT, INC. /s/ Fred Chikovsky ---------------------------------------- By: Fred Chikovsky Its: President /s/ Fred Chikovsky /s/ James Shapiro - ------------------------------------ ------------------------------------ Fred Chikovsky James Shapiro /s/ Sara Chikovsky /s/ DDM OLDILTEX, L.P. - ------------------------------------ ------------------------------------ Sara Chikovsky DDM OLDILTEX, L.P. By: J. S. Worldwide, Investments, Inc., a Delaware corporation Its: General Partner /s/ Ronald E. Temkin /s/ James Shapiro - ------------------------------------ ------------------------------------ Ronald E. Temkin By: James Shapiro Its: President /s/ Mark L. Temkin /s/ Jeremy Goldstein - ------------------------------------ ------------------------------------ Mark J. Temkin Jeremy Goldstein /s/ Michael Langone - ------------------------------------ Michael Langone 14 -----END PRIVACY-ENHANCED MESSAGE-----