-----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, G2mnRhtWnsB4BHfeiwL8Y5GTTio/qGFN8C9VAD6KRmYD+J4gGjG/TfZonPqEi4Sx nwIVYVATkbIXi7AzApK/HA== 0000919574-97-000043.txt : 19970122 0000919574-97-000043.hdr.sgml : 19970122 ACCESSION NUMBER: 0000919574-97-000043 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970121 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TURBOCHEF INC CENTRAL INDEX KEY: 0000916545 STANDARD INDUSTRIAL CLASSIFICATION: REFRIGERATION & SERVICE INDUSTRY MACHINERY [3580] IRS NUMBER: 481100390 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46433 FILM NUMBER: 97507907 BUSINESS ADDRESS: STREET 1: 10500 METRIC DRIVE SUITE 128 CITY: DALLAS STATE: TX ZIP: 75243 BUSINESS PHONE: 2122445553 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EMERSON ROBERT L /NY/ CENTRAL INDEX KEY: 0000941644 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 018944797 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 277 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10122 BUSINESS PHONE: 2123505070 MAIL ADDRESS: STREET 1: 277 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10122 SC 13G/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No.: 2* Name of Issuer: Turbochef Inc. Title of Class of Securities: Common Stock CUSIP Number: 009000061 Check the following line if a fee is being paid with this statement. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). *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). 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Stonehill Capital Management, Inc. Tax ID: 13-350-8859 2. Check the Appropriate Box if a Member of a Group a. b. x 3. SEC Use Only 4. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 5. Sole Voting Power: 6. Shared Voting Power: 1,790,479 7. Sole Dispositive Power: 8. Shared Dispositive Power: 1,790,479 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,790,479 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 13% 12. Type of Reporting Person IA, CO 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Robert L. Emerson SS#: ###-##-#### 2. Check the Appropriate Box if a Member of a Group a. b. x 3. SEC Use Only 4. Citizenship or Place of Organization United States Number of Shares Beneficially Owned by Each Reporting Person With: -2- 5. Sole Voting Power: 6. Shared Voting Power: 1,790,479 7. Sole Dispositive Power: 8. Shared Dispositive Power: 1,790,479 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,790,479 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 13% 12. Type of Reporting Person IN Item 1(a) Name of Issuer: Turbochef Inc. (the "Company") (b)Address of Issuer's Principal Executive Offices: 10500 Metric Drive, Suite 128 Dallas, Texas 75243 Item 2(a) - (c). Name, Principal Business Address, and Citizenship of Persons Filing: Stonehill Capital Management, Inc. ("SCM"), a Delaware corporation Robert L. Emerson, a U.S. citizen 277 Park Avenue New York, New York 10172 (d) Title of Class of Securities: Common Stock (e) CUSIP Number: 009000061 Item 3. This statement is filed pursuant to Rules 13d-1(b)(2). SCM is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. Mr. Emerson is the President of SCM. -3- Item 4. Ownership. SCM and Mr. Emerson beneficially own 1,790,479 shares of the Company's Common Stock (representing approximately 13% of the outstanding shares of such Common Stock). SCM and Mr. Emerson possess the power to vote, direct the vote, dispose of and direct the disposition of all 1,790,479 shares. Of the 1,790,479 shares reported in this item, Stonehill Capital Partners, L.P., a partnership whose investments are managed by SCM, holds all of the shares. This partnership has no authority to vote or dispose of these securities. Item 5. Ownership of Five Percent or Less of a Class. Not Applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. See Item 4. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company. See Item 3. Item 8. Identification and Classification of Members of the Group. Not Applicable. Item 9. Notice of Dissolution of the Group. Not Applicable. Item 10. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. 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. Stonehill Capital Management, Inc. -4- By: /s/ ROBERT L. EMERSON January 20, 1997 _________________________ ___________________ Name: Robert L. Emerson Date Title: President /s/ ROBERT L. EMERSON _____________________________ Robert L. Emerson -5- 76800000.AM6 Exhibit A AGREEMENT The undersigned agree that this Schedule 13G dated January 20, 1997 relating to the shares of common stock of Turbochef Inc. shall be filed on behalf of the undersigned. Stonehill Capital Management, Inc. By: /s/ ROBERT L. EMERSON _____________________________ Robert L. Emerson, President /s/ ROBERT L. EMERSON __________________________________ Robert L. Emerson 76800000.AM6 -----END PRIVACY-ENHANCED MESSAGE-----