-----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, KeV8cbFm9bD/M2W0GwYpFkvRg3L35PLVWZoNFux/zMlBgw/ooliWvgmvy+12MpDR RpB+JWupY0ww8ydDxWD6CQ== 0000950144-04-006019.txt : 20040604 0000950144-04-006019.hdr.sgml : 20040604 20040604141539 ACCESSION NUMBER: 0000950144-04-006019 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040604 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCOTT RICHARD L CENTRAL INDEX KEY: 0000915477 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 201 WEST MAIN ST CITY: LOUISVILLE STATE: KY ZIP: 40202 BUSINESS PHONE: 5025722104 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STEPHAN CO CENTRAL INDEX KEY: 0000094056 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 590676812 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32479 FILM NUMBER: 04849471 BUSINESS ADDRESS: STREET 1: 1850 W MCNAB RD CITY: FORT LAUDERDALE STATE: FL ZIP: 33309 BUSINESS PHONE: 9549710600 MAIL ADDRESS: STREET 1: 1850 WEST MCNAB ROAD CITY: FORT LAUDERDALE STATE: FL ZIP: 33309 SC 13D/A 1 g89521sc13dza.htm THE STEPHAN COMPANY - FORM SC 13D/A R L SCOTT sc13dza
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 6)*

THE STEPHAN CO.


(Name of Issuer)

Common Stock, $.01 par value


(Title of Class of Securities)

858603103


(Cusip Number)

Stephen T. Braun, Esq.
Boult Cummings Conners & Berry, PLC
414 Union Street, Suite 1600
Nashville, Tennessee 37219
(615) 252-2300


(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 4, 2004


(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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 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).

 


 

             
CUSIP No. 858603103

  1. Name of Reporting Person:
Richard L. Scott
I.R.S. Identification Nos. of above persons (entities only):

  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  

  3. SEC Use Only:

  4. Source of Funds (See Instructions):
PF

  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

  6. Citizenship or Place of Organization:
United States

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
438,500

8. Shared Voting Power:
--0--

9. Sole Dispositive Power:
438,500

10.Shared Dispositive Power:
--0--

  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
438,500

  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

  13.Percent of Class Represented by Amount in Row (11):
9.9%

  14.Type of Reporting Person (See Instructions):
IN

2


 

This Amendment No. 6 amends the Schedule 13D filed by Richard L. Scott (the “Reporting Person”) on November 3, 2003 (the “Schedule 13D”), as amended November 12, 2003, November 25, 2003, December 4, 2003, March 3, 2004 and April 9, 2004, with respect to shares of Common Stock, $.01 par value (“Common Stock”), of The Stephan Co., a Florida corporation (the “Issuer”). Capitalized terms used but not defined herein shall have the same meanings ascribed to such terms in the Schedule 13D.

Item 4. Purpose of Transaction

Item 4 is hereby amended by adding the following to the end thereof:

“On June 4, 2004, the Reporting Person sent a letter to the Issuer with respect to a proposal to purchase the outstanding shares of the Issuer which letter is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety. The Reporting Person will continue to monitor developments at the Issuer on a continuing basis and may communicate with members of management, the Board of Directors of the Issuer, and the Special Committee of the Board of Directors of the Issuer, concerning the proposal or other matters related to the Issuer. The Reporting Person may, in the future, communicate with other stockholders of the Issuer.”

3


 

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.
         
     
DATED: June 4, 2004  /s/ Richard L. Scott    
  Richard L. Scott   
     
 

4

EX-99.1 2 g89521exv99w1.txt EX-99.1 LETTER TO THE STEPHAN CO. EXHIBIT 99.1 RICHARD L. SCOTT INVESTMENTS, LLC 1415 PANTHER LANE, SUITE 322, NAPLES, FLORIDA 34109 TEL: (239) 591-6671 FAX: (239) 591-6705 June 4, 2004 CERTIFIED MAIL - RETURN RECEIPT REQUESTED Special Committee The Stephan Co. 1850 West McNab Road Fort Lauderdale, Florida 33309 Gentlemen: Richard L. Scott Investments, LLC ("Scott") and its affiliates currently hold approximately 9.9% of the outstanding shares of common stock of The Stephan Co. (the "Company"). We are prepared to purchase all outstanding shares of common stock of the Company for a cash payment of $5.00 per share contingent on (a) the waiver by the appropriate parties of any change of control payments due to employees, directors or officers of the Company as a result of a transaction between Scott and the Company, (b) the waiver of any termination fee due to Gunhill Enterprises, Inc ("Gunhill"), Eastchester Enterprises, Inc. ("Eastchester") or any other party for the termination of the merger agreement between the Company, Gunhill and Eastchester, (c) the waiver of any bonuses payable to employees, directors or officers of the Company not approved by Scott, (d) satisfactory due diligence review of the Company by Scott, and (e) acceptance of our proposal on or before 5 pm EST on June 18, 2004. It is our understanding that independent directors of the Company have not approved the above-mentioned change of control payments, bonuses, and termination fee. We presently have the available funds necessary to effect this transaction. To that end, we are prepared to negotiate and enter into a mutually acceptable purchase transaction with the Company. Our objective is to work with management, the Board of Directors and the Special Committee in a professional and constructive manner to complete this transaction. Very truly yours, RICHARD L. SCOTT INVESTMENTS, LLC By: /s/ Richard L. Scott Richard L. Scott, Chief Executive Officer
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