0001144204-05-008240.txt : 20120622
0001144204-05-008240.hdr.sgml : 20120622
20050321162216
ACCESSION NUMBER: 0001144204-05-008240
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050321
DATE AS OF CHANGE: 20050321
GROUP MEMBERS: J.PATRICK KENNY
GROUP MEMBERS: KENNETH CLOSE
GROUP MEMBERS: THOMAS SCHWALM
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: DRINKS AMERICAS HOLDINGS, LTD
CENTRAL INDEX KEY: 0000873540
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 870438825
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-59701
FILM NUMBER: 05694423
BUSINESS ADDRESS:
STREET 1: 372 DANBURY ROAD
CITY: WILTON
STATE: CT
ZIP: 06997
BUSINESS PHONE: 2037627000
MAIL ADDRESS:
STREET 1: 372 DANBURY ROAD
CITY: WILTON
STATE: CT
ZIP: 06997
FORMER COMPANY:
FORMER CONFORMED NAME: GOURMET GROUP INC
DATE OF NAME CHANGE: 20001019
FORMER COMPANY:
FORMER CONFORMED NAME: SEAIR GROUP INC
DATE OF NAME CHANGE: 19980529
FORMER COMPANY:
FORMER CONFORMED NAME: VICUNA INC
DATE OF NAME CHANGE: 19930328
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: KLEIN BRUCE K
CENTRAL INDEX KEY: 0001321271
FILING VALUES:
FORM TYPE: SC 13D
BUSINESS ADDRESS:
BUSINESS PHONE: 203-762-7080
MAIL ADDRESS:
STREET 1: DRINKS AMERICA
STREET 2: 372 DANBURY ROAD SUITE 163
CITY: WILTON
STATE: CT
ZIP: 06897
SC 13D
1
v014641_sc13d.txt
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENT THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. _________)
Drinks Americas Holdings, Ltd. (formerly Gourmet Group, Inc.)
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
26205U 10 1
(CUSIP NUMBER)
J. Patrick Kenny, President and Chief Executive Officer
Drinks Americas Holdings, Ltd.
372 Danbury Road
Wilton, CT 06897
(203) 762-7000
-------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 9, 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
[ ].
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.
Page 1 of 11 Pages
SCHEDULE 13D
CUSIP NO. 26205U 10 1
1. Name of Reporting Person;
S.S. or I.R.S. Identification No. of Above Person
J. Patrick Kenny
I.D. No.:
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(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 7. Sole Voting Power: 14,304,398
Shares
Beneficially 8. Shared Voting Power: 0
Owned By
Each Reporting 9. Sole Dispositive Power: 14,304,398
Person With
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
14,304,398 Shares
12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares
(See Instructions) ..............................................[ ]
13. Percent of Class Represented by Amount In Row 11: 29.1%
14. Type of Reporting Person: IN
Page 2 of 11 Pages
CUSIP NO. 26205U 10 1
15. Name of Reporting Person;
S.S. or I.R.S. Identification No. of Above Person
Bruce Klein
I.D. No.:
16. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
17. SEC Use Only
18. Source of Funds: OO
19. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) ...........................................[ ]
20. Citizenship or Place of Organization: U.S.
Number of 21. Sole Voting Power: 10,031,167
Shares
Beneficially 22. Shared Voting Power: 0
Owned By
Each Reporting 23. Sole Dispositive Power: 10,031,167
Person With
24. Shared Dispositive Power: 0
25. Aggregate Amount Beneficially Owned by Each Reporting Person:
10,031,167 Shares
26. Check if the Aggregate Amount in Row 25 Excludes Certain Shares
(See Instructions) ..............................................[ ]
27. Percent of Class Represented by Amount In Row 25: 20.4%
28. Type of Reporting Person: IN
Page 3 of 11 Pages
CUSIP NO. 26205U 10 1
29. Name of Reporting Person;
S.S. or I.R.S. Identification No. of Above Person
Kenneth Close
I.D. No.:
30. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
31. SEC Use Only
32. Source of Funds: OO
33. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) ...........................................[ ]
34. Citizenship or Place of Organization: U.S.
Number of 35. Sole Voting Power: 8,120,796
Shares
Beneficially 36. Shared Voting Power: 0
Owned By
Each Reporting 37. Sole Dispositive Power: 8,120,796
Person With
38. Shared Dispositive Power: 0
39. Aggregate Amount Beneficially Owned by Each Reporting Person:
8,120,796 Shares
40. Check if the Aggregate Amount in Row 39 Excludes Certain Shares
(See Instructions) ..............................................[ ]
41. Percent of Class Represented by Amount In Row 39: 16.5%
42. Type of Reporting Person: IN
Page 4 of 11 Pages
CUSIP NO. 26205U 10 1
43. Name of Reporting Person;
S.S. or I.R.S. Identification No. of Above Person
Thomas Schwalm
I.D. No.:
44. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
45. SEC Use Only
46. Source of Funds: OO
47. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) ...........................................[ ]
48. Citizenship or Place of Organization: U.S.
Number of 49. Sole Voting Power: 2,482,533
Shares
Beneficially 50. Shared Voting Power: 0
Owned By
Each Reporting 51. Sole Dispositive Power: : 2,482,533
Person With
52. Shared Dispositive Power: 0
53 Aggregate Amount Beneficially Owned by Each Reporting Person:
2,482,533 Shares
54. Check if the Aggregate Amount in Row 53 Excludes Certain Shares
(See Instructions) ..............................................[ ]
55. Percent of Class Represented by Amount In Row 53: 5.0%
56. Type of Reporting Person: IN
Page 5 of 11 Pages
Item 1. Security and Issuer
This statement relates to the common stock, $.001 par value ("Common
Stock"), of Drinks Americas Holdings, Ltd., a Delaware corporation (the
"Company"), with its principal executive offices at 372 Danbury Road, Wilton,
Connecticut 06897. Prior to March 9, 2005, the Company was known as Gourmet
Group, Inc., a Nevada corporation. The share numbers provided in this Schedule
reflect the occurrence of an event which effectively resulted in a one-for-ten
reverse split of the Common Stock as of March 9, 2005.
Item 2. Identity and Background
(a) This statement is filed by Mr. J. Patrick Kenny ("Kenny"), Mr.
Bruce Klein ("Klein"), Mr. Kenneth Close ("Close") and Mr. Thomas Schwalm (each
an "Acquiror"). All of the shares of Common Stock beneficially owned by Mr.
Klein are owned through Peter Christian LLC, a New Jersey limited liability
company, of which Mr. Klein is the Manager and controlling person. Of the shares
of Common Stock beneficially owned by Mr. Close, 1,840,839 shares are owned by
him directly and 6,279,957 shares are owned through Nexcomm International
Beverage, LLC, a Connecticut limited liability company, of which Mr. Close is
the Manager and controlling person. All of the shares of Common Stock
beneficially owned by Mr. Schwalm are owned through Greenwich Beverage Group,
LLC, a Delaware limited liability company, of which Mr. Schwalm is the Manager
and controlling person.
(b) The business address and principal place of business for Messrs.
Kenny, Klein and Schwalm is c/o the Company, 372 Danbury Road, Wilton
Connecticut 06897. The business address for Mr. Close is 59 Old Post Road,
Southport, Connecticut 06490.
(c) Mr. Kenny is the President and CEO of the Company and a member
of its Board of Directors. Mr. Klein is the Chairman of the Company's Board of
Directors and is also the Managing Partner of Victory Partners LLC. Mr. Schwalm
is a member of the Company's Board of Directors and is the President and CEO of
the Thousand Islands Country Club, a golfing resort, and The Preserve, a
residential development. Mr. Close is an investor and the Managing Member of
Nexcomm International Beverage, LLC.
(d) None of the Acquirors has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
Page 6 of 11 Pages
(e) None of the Acquirors has, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was or is 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.
(f) Each of the Acquirors is a citizen of the United States.
Item 3. Source and Amount of Funds
The shares of Common Stock beneficially owned by the Acquirors were
acquired in connection with a share exchange (the "Share Exchange"). The Share
Exchange is more fully described, and is also defined, in the Company's Current
Report on Form 8-K (the "8-K Report"), which was filed with the Commission on
March 10, 2005. The Acquirors were among the 21 members of Maxmillian Partners,
LLC, a Delaware limited liability company ("Maxmillian"), which was the 99%
shareholder (and one of the two shareholders) of Drinks Americas, Inc., a
Delaware corporation ("Drinks Americas"). As of March 9, 2005, the two
shareholders of Drinks Americas exchanged all of the outstanding shares of
Drinks Americas capital stock for a total of 42,963,792 newly-issued restricted
shares of the Company's Common Stock and the four members of Maxmillian Mixers,
LLC, a Delaware limited liability company ("Mixers"), exchanged all of the
outstanding membership interests of Mixers for a total of 400,000 newly-issued
restricted shares of the Company's Common Stock. Of those shares, Maxmillian
received 42,751,203 shares of Common Stock and then distributed such shares of
Common Stock pro rata to its 21 members. In connection with such distribution by
Maxmillian, Mr. Kenny received 14,304,398 shares of Common Stock, Mr. Klein
(through Peter Christian LLC) received 10,031,167 shares of Common Stock, Mr.
Schwalm (through Greenwich Beverage Group, LLC) received 2,482,533 shares of
Common Stock and Mr. Close received a total of 8,120,796 shares of Common Stock
(6,279,957 of which were received through Nexcomm International Beverage, LLC
and the remainder in his individual name). In connection with the Share
Exchange, the Company's predecessor (Gourmet Group, Inc., a Nevada corporation)
merged into Drinks Americas Holdings, Ltd. (a Delaware corporation) and, in
doing so, effectively reverse split the previously outstanding shares of Common
Stock one-for-ten. The share numbers set forth in this Schedule give effect to
such reverse split.
Item 4. Purpose of Transaction
Two of the purposes of each of the Acquirors in effecting the Share
Exchange were (1) to provide opportunities for Drinks Americas to obtain
financing which would not be available to Drinks Americas as a privately-held
company and (2) to obtain restricted shares of a class of capital stock which is
publicly traded.
Page 7 of 11 Pages
In connection with the Share Exchange, as described in the 8-K
Report, new officers and directors of the Company were appointed and the Company
has a new charter and new by-laws which are filed as exhibits to the 8-K Report.
The Company also proposes to obtain financing involving its Common Stock as
described in the 8-K Report under the heading, "Management's Discussion and
Analysis or Plan of Operation - Financial Liquidity and Capital Resources". The
completion of such financings would depend upon market conditions, the
completion of due diligence and negotiations and other factors and such
financings will result in the Company's issuance of additional shares of Common
Stock which will dilute the percentage ownership of the existing shareholders of
the Company.
Except as set forth above in this Item 4, none of the Acquirors has
any present plans or proposals which would relate to or result in any of the
events or actions described in subparagraphs (a) through (j) of this Item 4.
Nothing set forth above should be interpreted to preclude the Acquirors from
making any plans or proposals which would relate to or result in any of the
events or actions described in subparagraphs (a) through (j) of this Item 4.
Item 5. Interest in Securities of the Issuer
Mr. Kenny beneficially owns 14,304,398 shares of Common Stock
(approximately 29.1% of the outstanding). Mr. Klein, entirely through Peter
Christian LLC, beneficially owns 10,031,167 shares of Common Stock
(approximately 20.4% of the outstanding). Mr. Close beneficially owns 1,840,839
shares of Common Stock in his own name and 6,279,957 shares of Common Stock
through Nexcomm International Beverage, LLC (collectively, approximately 16.5%
of the outstanding). Mr. Schwalm, entirely through Greenwich Beverage Group,
LLC, beneficially owns 2,482,533 shares of Common Stock (approximately 5.0% of
the outstanding).
The 8-K Report (under the heading, "Management's Discussion and
Analysis or Plan of Operation - Financial Liquidity and Capital Resources")
describes a "bridge note financing" pursuant to which the Company expected to
raise up to $1,000,000. The Company has completed $500,000 of such bridge note
financing and, in connection therewith, each of Mr. Kenny and Mr. Klein agreed
to pledge 500,000 shares of Common Stock (owned by Mr. Kenny and Peter Christian
LLC, respectively) to the investor to secure the repayment of such $500,000 by
the Company.
Except as otherwise described above, each of the Acquirors has sole
power to vote and dispose of the shares of Common Stock acquired and
beneficially owned by him.
Other than the transactions described above, none of the Acquirors
has effected any transaction involving the Company's securities within the
preceding sixty (60) days.
Page 8 of 11 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
None, except the pledge by each of Mr. Kenny and Mr. Klein of 500,000 shares of
Common Stock, described in Item 5, above.
Item 7. Material to be filed as Exhibits
Exhibit Numbers Exhibit
--------------- -------
A Joint Acquisition Statement
Agreement and Plan of Share Exchange, dated
as of June 9, 2004, among Gourmet Group,
Inc., Drinks Americas, Inc. and the
2.1 shareholders of Drinks Americas, Inc.
(filed as Exhibit 2.1 to the Company's
Current Report on Form 8-K, filed with the
Commission on March 10, 2005).
Page 9 of 11 Pages
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.
March 18, 2005
/s/
-----------------------------------------
J. PATRICK KENNY
/s/
-----------------------------------------
BRUCE KLEIN
/s/
-----------------------------------------
KENNETH CLOSE
/s/
-----------------------------------------
THOMAS SCHWALM
Page 10 of 11 Pages
Exhibit A
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1 (k) (1)
The undersigned acknowledge and agree that the foregoing statement
on Schedule 13D is 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 herein, but shall not be responsible for the completeness
and accuracy of the information concerning the other, except to the
extent that he or it knows or has reason to believe that such
information is inaccurate.
Date: March 18, 2005
/s/
-----------------------------------------
J. PATRICK KENNY
/s/
-----------------------------------------
BRUCE KLEIN
/s/
-----------------------------------------
KENNETH CLOSE
/s/
-----------------------------------------
THOMAS SCHWALM
Page 11 of 11 Pages