-----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, GVV88QhXY0aC9qsFUYZV5zzPIvWVg1KG+BxPb7W33mdwImcNtoBrxgn6OasiVSHk yST8aobvl0GXp0oZg5nRWA== 0000901309-97-000047.txt : 19970812 0000901309-97-000047.hdr.sgml : 19970812 ACCESSION NUMBER: 0000901309-97-000047 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970811 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GREEN DANIEL CO CENTRAL INDEX KEY: 0000026820 STANDARD INDUSTRIAL CLASSIFICATION: FOOTWEAR, (NO RUBBER) [3140] IRS NUMBER: 150327010 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36674 FILM NUMBER: 97656022 BUSINESS ADDRESS: STREET 1: ONE MAIN ST CITY: DOLGEVILLE STATE: NY ZIP: 13329 BUSINESS PHONE: 3154293131 MAIL ADDRESS: STREET 1: ONE MAIN ST CITY: DOLGEVILLE STATE: NY ZIP: 13329 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RIEDMAN CORP CENTRAL INDEX KEY: 0001017836 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 45 EAST AVENUE CITY: ROCHESTER STATE: NY ZIP: 14604 BUSINESS PHONE: 7162324424 MAIL ADDRESS: STREET 1: 45 EAST AVENUE CITY: ROCHESTER STATE: NY ZIP: 14604 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. Two)* Daniel Green Company (Name of Issuer) Common Stock (Title of Class of Securities) 392775102 (CUSIP Number) James R. Riedman President Riedman Corporation 45 East Avenue Rochester, New York 14604 (716) 232-4424 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 29, 1997 (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 the disclosures provided in a prior cover page. The information required in 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 the following page(s)) Page 1 of 6 Pages CUSIP No. 392775102 Page 2 of 6 Pages ___________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Riedman Corporation 16-0807638 ___________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) /X/ (b) / / ___________________________________________________________________________ (3) SEC USE ONLY ___________________________________________________________________________ (4) SOURCE OF FUNDS WC ___________________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / ___________________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION New York ___________________________________________________________________________ (7) SOLE VOTING POWER 501,355 (includes currently exercisable option to purchase 25,000 shares of Common Stock) ________________________________________________ NUMBER OF SHARES (8) SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON ________________________________________________ WITH (9) SOLE DISPOSITIVE POWER 501,355 (See Item 7 above) ________________________________________________ (10) SHARED DISPOSITIVE POWER ___________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 501,355 (See Item 7 above) ___________________________________________________________________________ (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) / / _________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.62% __________________________________________________________________________ (14) TYPE OF REPORTING PERSON (See Instructions) CO CUSIP No. 392775102 Page 3 of 6 Pages ___________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON James R. Riedman ###-##-#### ___________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) /X/ (b) / / ___________________________________________________________________________ (3) SEC USE ONLY ___________________________________________________________________________ (4) SOURCE OF FUNDS PF ___________________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / ___________________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION New York ___________________________________________________________________________ (7) SOLE VOTING POWER 16,200 ________________________________________________ NUMBER OF SHARES (8) SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON ________________________________________________ WITH (9) SOLE DISPOSITIVE POWER 16,200 ________________________________________________ (10) SHARED DISPOSITIVE POWER ___________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,200 ___________________________________________________________________________ (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) / / ___________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.07% ___________________________________________________________________________ (14) TYPE OF REPORTING PERSON (See Instructions) IN ___________________________________________________________________________ CUSIP No. 392775102 Page 4 of 6 Pages Item 1. Security and Issuer. This Schedule relates to shares of the Common Stock, par value $2.50 per share ("Common Stock") of Daniel Green Company (the "Issuer"). The Issuer's principal executive office is located at One Main Street, Dolgeville, New York 13329. Item 2. Identity and Background. This statement is submitted by Riedman Corporation, a corporation organized under the laws of the State of New York. Riedman Corporation's principal business is insurance brokerage and its principal business and office address is 45 East Avenue, Rochester, New York 14604. Riedman Corporation has not, during the last five years, been convicted in a criminal proceeding and has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it is or was 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 to such laws. Listed below are the names, business addresses and occupational information for: (a) each executive officer and director of Riedman Corporation, (b) each person controlling Riedman Corporation, and (c) each executive officer and director of any corporation or other person ultimately in control of Riedman Corporation. To the best of the knowledge of Riedman Corporation, each of the following individuals has not, during the last five years, been convicted in a criminal proceeding and has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it is or was 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 to such laws. John R. Riedman 45 East Avenue Rochester, New York 14604 Chairman, Chief Executive Officer, Treasurer, Director and Controlling Person of Riedman Corporation, whose principal business and address is set forth above. James R. Riedman 45 East Avenue Rochester, New York 14604 President and Director of Riedman Corporation, whose principal business and address is set forth above. Janet H. Ruff 45 East Avenue Rochester, New York 14604 Secretary and Director of Riedman Corporation, whose principal business and address is set forth above. CUSIP No. 392775102 Page 5 of 6 Pages Geoffrey Weaver 45 East Avenue Rochester, New York 14604 Chief Financial Officer of Riedman Corporation, whose principal business and address is set forth above. This statement is also submitted by James R. Riedman, the required information for whom is set forth above. Item 3. Source and Amount of Funds or Other Consideration This Amendment No. Two to Schedule 13D is filed to reflect the grant to Riedman Corporation of a currently exercisable Stock Purchase Option to purchase 25,000 shares of the Common Stock of the Issuer at a purchase price of $4.75 per share (the "Option"). The Option was granted on July 29, 1997 and has no expiration date. Previous acquisitions by Riedman Corporation and James Riedman are as follows: (a) Between October, 1992 and August, 1993, Riedman Corporation purchased an aggregate of 33,000 shares of Common Stock at prices ranging from $3.75 to $5.50 per share for an aggregate consideration of $154,893. (b) On June 26, 1996, Riedman Corporation purchased an additional 475,000 newly-issued shares of Common Stock for $3.16 per share for an aggregate consideration of $1,500,000. Riedman Corporation immediately resold 31,645 of such shares to Warren J. Reardon, III, the President of the Issuer, for $3.16 per share for an aggregate consideration of $100,000. (c) James R. Riedman purchased 1,000 shares of Common Stock in October, 1992 for $3.75 per share for an aggregate consideration of $3,750. (d) James R. Riedman purchased 7,500 shares of Common Stock on November 26, 1996 for $3.25 per shares for an aggregate consideration of $24,375. (e) In May, 1993, John Riedman gifted 1,000 shares of Common Stock to two of James R. Riedman's minor children. (f) On November 4, 1996 John Riedman purchased 5,700 shares of Common Stock for $3.25 per share for an aggregate consideration of $18,525 and immediately gifted such shares to three of James R. Riedman's minor children. All shares of James R. Riedman's minor children are registered in his name as custodian under the Uniform Gifts to Minors Act. The source of funds for Riedman Corporation's purchases was working capital, and the sources of funds for James R. Riedman's and John Riedman's purchases were their personal funds. Item 4. Purpose of the Transaction The Option was granted to Riedman Corporation as consideration for Riedman Corporation's loan to the Issuer in the principal amount of $1,000,000. Item 5. Interest in Securities of the Issuer (a) Riedman Corporation beneficially owns 501,355 shares of Common Stock (which includes the currently exercisable Option to purchase 25,000 shares of Common Stock), representing 32.62% of the issued and outstanding shares of Common Stock. James R. Riedman beneficially owns 16,200 shares of Common Stock, representing 1.07% of the issued and outstanding shares of Common Stock. CUSIP No. 392775102 Page 6 of 6 Pages (b) Riedman Corporation has the sole power to vote and sole power to dispose of 501,355 shares of Common Stock, and James R. Riedman has the sole power to vote and sole power to dispose of 16,200 shares of Common Stock. (c) See Item 3 for a description of all transactions in the Common Stock within the last 60 days. (d) None. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer None. Item 7. Material to Be Filed as Exhibits Exhibit 99-1 - Stock Purchase Option. Exhibit 99-2 - Joint Filing Agreement. Signature After reasonable inquiry and to the best of the undersigned's knowledge and belief the undersigned certify that the information set forth in this statement is true, complete and correct. August 11, 1997 RIEDMAN CORPORATION By:/s/ James R. Riedman --------------------------- James R. Riedman, President August 11, 1997 /s/ James R. Riedman ----------------------------- James R. Riedman EX-99 2 EXHIBIT 99-1 DANIEL GREEN COMPANY Stock Purchase Option --------------------- Daniel Green Company, a Massachusetts corporation with a principal office at One Main Street, Dolgeville, New York 13329-1398 (the "Company"), hereby certifies that Riedman Corporaiton, a New York corporation with a principal office at 45 East Avenue, Rochester, New York 14604 (the "Optionee") is entitled to purchase shares of the Company's Common Stock upon the terms and conditions of this Stock Purchase Option. 1. GRANT. The Company hereby grants to the Optionee the Option to purchase from the Company an aggregate of 25,000 shares of its Common Stock, $2.50 par value ("Common Stock"). 2. OPTION PRICE. The Option may be exercised at the Option price of $4.75 per share of the Common Stock. 3. TERM AND EXERCISABILITY OF OPTION. This Option shall be exercisable in whole or in part at any time after the date hereof. 4. METHOD OF EXERCISE. This Option may be exercised from time to time by written notice to the Company substantially in the form attached hereto as Exhibit 1, accompanied by payment in full of the Option price for the number of shares to be delivered, in cash or check payable to the Company. As soon as practicable after its receipt of such notice, the Company shall, without transfer, issue tax or other expense to the Optionee, deliver or cause to be delivered to the Optionee stock certificates representing the number of shares to be issued upon such exercise. -2- 5. RESALE OF STOCK ACQUIRED PURSUANT TO THIS OPTION. (a) Any Common Stock of the Company acquired by the Optionee pursuant to the exercise of this Option may not be sold, transferred, exchanged or otherwise disposed of unless: (i) such shares have been registered under the Securities Act of 1933 (the "Act"), (ii) such shares can be sold, transferred, exchanged or otherwise disposed of without registration pursuant to an exemption from the Act or otherwise without registration and the Optionee has furnished an opinion of counsel or other evidence, including an opinion of the Company's counsel, satisfactory to the Company to this effect or (iii) the Optionee shall have held such shares for a period of at least one year from the date of acquisition of the shares and shall have complied with all other provisions of Rule 144 issused under the Act, as amended and in effect at the time of such sale or other disposition. The stock certificate or certificates evidencing shares of Common Stock issued pursuant to any exercise of this Option will bear a legend referring to these restrictions on their transferability. (b) REGISTRATION RIGHTS. Upon the request(s) of Optionee at any time, the Company shall promptly cause any or all Common Stock subject to the Option or held by Optionee pursuant to its exercise of the OPtion to be registered for sale under the Securities Act (or any statutory successor thereto) and qualified for sale pursuant to state "blue sky" laws and do all things reasonably necessary to facilitate the registered sale of the Common Stock by Optionee. To the extent reasonably practicable, Optionee shall combine any such request with a request for registration pursuant to its rights under Section 4.6 of the Stock Purchase Agreement dated June 26, 1996 between the Company and the Optionee. The Company shall bear the expenses of such registration and qualifications, other than Optionee's legal counsel's fees and distribution fees and expenses, which sall be borne by Optionee. -3- If the proposed sale by the Optionee could be accomplished in a manner substantially similar to that proposed and at the same net sale price to Optionee by means of a transaction which would be exempt from registration in accordance with the existing rules and regulations under the Securities Act, then the Company shall not be required to register such sale. 6. CHANGES IN CAPITAL STRUCTURE. In the event that the outstanding shares of Common Stock are hereafter changed for a different number or kind of shares or other securities of the Company, by reason of a reorganization, recapitalization, exchange of shares, stock split, reverse stock split, combination of shares or dividend payable in Common Stock or other securities, a corresponding adjustment shall be made in the number and kind of shares or other securities covered by this Option. Any such adjustment in this Option shall be made without change in the total price adjustable to the unexercised portion of the Option, but the price per share specified in the Option shall be correspondingly adjusted. If the Company merges or consolidates with one or more corporations (whether or not the Company is the surviving corporation) or if the Company is liquidated or sells or otherwise disposes of substantially all of its assets to another entity, then, the terms of the unexercised portion of the Option shall be amended so that after the effective date of such merger, consolidation or sale, as the case may be, either: (a) the Optionee shall be entitled, upon exercise of the Option to receive in lieu of shares of Common Stock the number and class of shares of such stock or other securities to which it would have been entitled pursuant to the terms of the merger, consolidation or sale if on the effective date of such merger, consolidation or sale it had been the holder of record of the number of shares of Common Stock to which the Option could be converted upon exercise in full, or (b) the Optionee shall be entitled to -4- receive from the successor entity a new stock option of comparable value in lieu of the old Option, which shall be canceled. 7. GENERAL PROVISIONS. (a) AMENDMENT; WAIVERS. This Option may not be modified or amended, nor may any provision hereof be wiaved, except by a written agreement duly signed by each of the parties. The waiver by either of the parties hereto of any provision hereof in any instance shall not operate as a waiver of any other provision hereof or in any other instance. (b) GOVERNING LAW. This Option shall be goverened by and construed in accordance with the laws of the Commonwealth of Massachusetts. (c) NOTICES. Any notice in connection with this Option shall be deemed to have been properly delivered if it is in writing and is delivered by hand or sent by registered mail to the party at the address given above, attention of the President. (d) EXPENSES. The Company hereby agrees to pay on demand all reasonable expenses incurred or paid by Riedman Corporation, including reasonable fees of attorneys, in conneciton with the review of this Stock Purchase Option and the Note and Security Agreement between the Company and Riedman Corporation dated as of July ___, 1997 and compliance with applicable SEC requirements reporting requirements. IN WITNESS WHEREOF, the Company has caused this Option to be executed by its officer thereunto duly authorized this 29th day of July 1997. DANIEL GREEN COMPANY /S/Warren J. Reardon, III ------------------------------ Warren J. Reardon Exhibit 1 _________,19__ Treasurer Daniel Green Company One Main Street Dolgeville, NY 13329 Re: Exercise of Stock Purchase Option --------------------------------- Dear Sir: The undersigned hereby elects to purchase ________ shares of Common Stock, $2.50 par value, of Daniel Green Company (the "Company") for the option price of $4.75 per share, pursuant and subject to the terms and conditions of the Stock Purchase Option dated July __, 1997 (the "Option"). The undersigned encloses herewith payment, in cash or check payable to the Company, of the option purchase price for said shares. The undersigned hereby specifically confirms to the Company that the shares shall be held subject to all of the terms and conditions of the Option. Very truly yours, ------------------------- EX-99 3 EXHIBIT 99-2 AGREEMENT PURSUANT TO RULE 13D-1(F)(1) The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13D in connection with their beneficial ownership of the common stock of Daniel Green Company at July 31, 1997 and agree that this filing is filed on behalf of each of them. August 11, 1997 RIEDMAN CORPORATION By: /s/ James R. Riedman ----------------------------- James R. Riedman, President August 11, 1997 /s/ James R. Riedman ----------------------------- James R. Riedman -----END PRIVACY-ENHANCED MESSAGE-----