0001144204-19-014895.txt : 20190319 0001144204-19-014895.hdr.sgml : 20190319 20190319171734 ACCESSION NUMBER: 0001144204-19-014895 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190319 DATE AS OF CHANGE: 20190319 GROUP MEMBERS: CAPITAL ONE PARTNERS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OURPETS CO CENTRAL INDEX KEY: 0001094139 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 341480558 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81283 FILM NUMBER: 19692509 BUSINESS ADDRESS: STREET 1: 1300 EAST ST CITY: FAIRPORT HARBOR STATE: OH ZIP: 44077 BUSINESS PHONE: 4403546500 MAIL ADDRESS: STREET 1: 1300 EAST ST CITY: FAIRPORT HARBOR STATE: OH ZIP: 44077 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PZ Holdings Ltd. CENTRAL INDEX KEY: 0001348200 IRS NUMBER: 341845323 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 6400 SNOWVILLE ROAD CITY: BRECKSVILLE STATE: OH ZIP: 44141 BUSINESS PHONE: 440-526-1191 MAIL ADDRESS: STREET 1: 6400 SNOWVILLE ROAD CITY: BRECKSVILLE STATE: OH ZIP: 44141 FORMER COMPANY: FORMER CONFORMED NAME: Pet Zone Products Ltd. DATE OF NAME CHANGE: 20051229 SC 13D/A 1 tv516670_sc13da.htm SC 13D/A

 

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

 

(Amendment No. 2)

 

OurPet’s Company

(Name of Issuer)

 

Common Stock, no par value

(Title of class of securities)

 

689890101

(CUSIP number)

 

Christopher J. Hubbert, Kohrman Jackson & Krantz LLP,

1375 E. Ninth Street, 29th Floor,

Cleveland, Ohio 44114, (216) 736-7215

(Name, address and telephone number of person authorized to receive notices and communications)

 

March 14, 2019

(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 ¨.

 

(Continued on following pages)

(Page 1 of 5 pages)

 

 

 

 

 

 

CUSIP No. 689890101   13D   Page 2 of 5 Pages

 

             
(1)  

Name of reporting persons:

 

PZ Holdings Ltd. (formerly known as Pet Zone Products Ltd.)

(2)  

Check the appropriate box if a member of a group:

 

(a)  ¨        (b)  x  

(3)  

SEC use only:

 

 

(4)  

Source of funds:

 

Not applicable

 

(5)  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e):

 

¨

 

(6)  

Citizenship or place of organization:

 

Ohio

 

Number of

shares

beneficially

owned by

each

reporting

person

with

 

    (7)  

Sole voting power:

 

0

 

   (8)  

Shared voting power:

 

0 

 

   (9)  

Sole dispositive power:

 

0

 

  (10)  

Shared dispositive power:

 

0

 

(11)  

Aggregate amount beneficially owned by each reporting person:

 

0

 

(12)  

Check box if the aggregate amount in Row (11) excludes certain shares:

 

¨    

 

(13)  

Percent of class represented by amount in Row (11):

 

0.0%*

 

(14)  

Type of reporting person:

 

OO    

 

 

 

 

 

 

CUSIP No. 689890101   13D   Page 3 of 5 Pages

 

             
(1)   

Name of reporting persons:

 

Capital One Partners, LLC

(2)  

Check the appropriate box if a member of a group:

 

(a)  ¨        (b)  x

(3)  

SEC use only:

 

 

(4)  

Source of funds:

 

Not applicable

 

(5)  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e):

 

¨

 

(6)  

Citizenship or place of organization:

 

Ohio    

 

Number of

shares

beneficially

owned by

each

reporting

person

with

 

    (7)   

Sole voting power:

 

0

 

   (8)  

Shared voting power:

 

0

 

   (9)  

Sole dispositive power:

 

0

 

  (10)  

Shared dispositive power:

 

0

 

(11)  

Aggregate amount beneficially owned by each reporting person:

 

0

 

(12)  

Check box if the aggregate amount in Row (11) excludes certain shares:

 

¨    

 

(13)  

Percent of class represented by amount in Row (11):

 

0.0%*

 

(14)  

Type of reporting person:

 

OO    

 

 

     * PZ Holdings Ltd. was the beneficial owner of shares of common stock of OurPet’s Company. Capital One Partners, LLC owns a majority of the membership interests in PZ Holdings Ltd. and as such may have been deemed to beneficially own such shares. Capital One Partners, LLC disclaims beneficial ownership of all of the shares.

  

 

Note: This Amendment No. 2 to Schedule 13D is filed solely for the purpose of being the final report and providing the information required by item 5(e).

 

 

 

 

Item 5. Interest in Securities of the Issuer.

 

(e) OurPet’s Company entered into an Agreement and Plan of Merger, dated as of December 18, 2018, with Paws Merger Parent, LLC (“Parent”) and Paws Merger Sub, Inc., a wholly-owned subsidiary of Parent (“Merger Sub”). Pursuant to the merger agreement, on March 14, 2019, Merger Sub merged with and into OurPet’s, with OurPet’s surviving as a wholly-owned subsidiary of Parent. At the effective time of the merger, PZ Holdings Ltd. (formerly known as Pet Zone Products Ltd.) and Capital One Partners, LLC ceased to be record or beneficial owners of any shares of stock of OurPet’s.

  

Page 4 of 5 pages 

 

  

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: March 19, 2019 PZ HOLDINGS LTD.  
     
  /s/ Charles C. MacMillan  
  By Charles C. MacMillan, Secretary  
     
  CAPITAL ONE PARTNERS, LLC  
     
  /s/ Charles C. MacMillan  
  By Charles C. MacMillan, Secretary  

 

Page 5 of 5 pages