SC 13D/A 1 ez13d.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 -------------------- SCHEDULE 13-D/A Under the Securities Exchange Act of 1934 E-Z-EM, INC. (Name of Issuer) Class A Common Stock, par value $0.10 per share (Title of Class of Securities) 269305207 (CUSIP Number) David P. Meyers 1534 North Decatur Road Suite 202 Atlanta, Georgia 30307 (404) 371-0563 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 9, 2002 (Date of event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13-G to report the acquisition which is the subject of this Schedule 13-D, and is filing this Schedule because of Rule 13d-1 (b) or (4), check the following box. [ ] CUSIP NO. 269305207 (1) Name of Reporting David P. Meyers Persons. I.R.S.Identification Nos. of Above Persons (Entities Only) (2) Check the Appropriate Box if a Member of a (a) X Group (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) Citizen or Place of United States Organization (7) Sole Voting Power 156,750 shares Number of Shares (8) Shared Voting Beneficially Power 620,806 shares Owned by Each Reporting (9) Sole Person With Dispositive Power 156,750 shares (10) Shared Dispositive Power 620,806 shares (11) Aggregate Amount Beneficially Owned by Each Reporting Person 332,742 shares (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (13) Percent of Class 8.3% Represented by Amount in Row (11) (14) Type of Reporting IN Persons CUSIP NO. 269305207 (1) Name of Reporting Jonas I. Meyers Persons. S.S. or I.R.S.Identification No. of Above Person (2) Check the Appropriate Box if a Member of a (a) X Group (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 3(e) (6) Citizen or Place of United States Organization (7) Sole Voting Power 156,750 shares Number of Shares (8) Shared Voting Beneficially Power 620,806 shares Owned by Each Reporting (9) Sole Person With Dispositive Power 156,750 shares (10) Shared Dispositive Power 620,806 shares (11) Aggregate Amount Beneficially Owned by Each Reporting Person 332,742 shares (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (13) Percent of Class 8.3% Represented by Amount in Row (11) (14) Type of Reporting IN Persons CUSIP NO. 269305207 (1) Name of Reporting Stuart J. Meyers Persons. S.S. or I.R.S.Identification No. of Above Person (2) Check the Appropriate Box if a Member of a (a) X Group (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 3(e) (6) Citizen or Place of United States Organization (7) Sole Voting Power 156,850 shares Number of Shares (8) Shared Voting Beneficially Power 620,806 shares Owned by Each Reporting (9) Sole Person With Dispositive Power 156,850 shares (10) Shared Dispositive Power 620,806 shares (11) Aggregate Amount Beneficially Owned by Each Reporting Person 332,742 shares (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (13) Percent of Class 8.3% Represented by Amount in Row (11) (14) Type of Reporting IN Persons CUSIP NO. 269305207 (1) Name of Reporting Betty K. Meyers Persons. S.S. or I.R.S.Identification No. of Above Person (2) Check the Appropriate Box if a Member of a (a) X Group (b) (3) SEC Use Only (4) Source of Funds PF (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 3(e) (6) Citizen or Place of United States Organization (7) Sole Voting Power 200,000 shares Number of Shares (8) Shared Voting Beneficially Power Owned by Each Reporting (9) Sole Person With* Dispositive Power 200,000 shares (10) Shared Dispositive Power (11) Aggregate Amount Beneficially Owned by Each Reporting Person 200,000 shares (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (13) Percent of Class 5.0% Represented by Amount in Row (11) (14) Type of Reporting IN Persons CUSIP NO. 269305207 (1) Name of Reporting Meyers Family Limited Persons. S.S. or Partnership I.R.S.Identification No. of Above Person (2) Check the Appropriate Box if a Member of a (a) X Group (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 3(e) (6) Citizen or Place of United States Organization (7) Sole Voting Power 620,806 shares Number of Shares (8) Shared Voting Beneficially Power Owned by Each Reporting (9) Sole Person With* Dispositive Power 620,806 shares (10) Shared Dispositive Power (11) Aggregate Amount Beneficially Owned by Each Reporting Person 620,806 shares (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (13) Percent of Class 15.5% Represented by Amount in Row (11) (14) Type of Reporting PN Persons Item 1. Security and Issuer This statement on Schedule 13-D/A (the "Statement") relates to shares of the common stock, $0.10 par value per share (the "Shares"), of E-Z-EM, Inc., a Delaware corporation (the "Company"), whose principal executive offices are located at 717 Main Street, Westbury, New York 11590-5021. Item 2. Identity and Background This Statement is filed by David P. Meyers, Jonas I. Meyers, Stuart J. Meyers, Betty K. Meyers and the Meyers Family Limited Partnership (collectively, the "Reporting Persons"). (a), (b) and (c) The Meyers Family Limited Partnership is a Louisiana Limited Partnership whose principle business is to hold investments on behalf o the Meyers family. The address of its principal business and office are: c/o David P. Meyers, 1534 North Decatur Road, Suite 202, Atlanta, Georgia 30307. The business address of David P. Meyers is 1534 North Decatur Road, Suite 202, Atlanta, Georgia 30307. Mr. Meyers principal occupation and employment is as the owner of Alpha Cord, Inc., which is in the business of arranging the cryogenic processing and storage of umbilical cord blood. Mr. Meyers is also a director of the Company. The residence address of Jonas I. Meyers is 904 Oakland Avenue, Ann Arbor, Michigan 48104. Mr. Meyers is a radio announcer for WABJ. The residence address of Stuart J. Meyers is 1841 Vermack Court, Dunwoody, Georgia 30338. Dr. Meyers is self-employed as a doctor of pathology. The residence address of Betty K. Meyers is 232 Lake Marina Drive, Unit 12B, New Orleans, Louisiana 70124. Ms. Meyers is a homemaker. (d) None of the Reporting Persons, during the last five years, have been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). (e) None of the Reporting Persons, during the last five years, have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings 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) All of the Reporting Persons are citizens of the United States. Item 3. Source and Amount of Funds or Other Consideration On June 9, 2002, by a Stock Purchase Agreement dated June 7, 2002, Betty K. Meyers sold to the Meyers Family Limited Partnership 620,806 shares of Class A common stock in the Company and 873,709 shares of Class B common stock in the Company (collectively, the "Transferred Securities"). The purchase price for the Transferred Securities was $10,377,694, all of which was paid in the form of a promissory note that bears interest at 6% per annum, and under which all principle and accrued interest are payable in full on or before the first to occur of (a) the sale, assignment, pledge or other conveyance of the Transferred Securities, or June 7, 2005. Simultaneous with the sale of the Transferred Securities, the Meyers Family Limited Partnership executed a Stock Pledge Agreement under which it granted Betty Meyers a security interest in the Transferred Securities. Item 4. Purpose of the Transaction The purpose of the acquisition of the Transferred Securities by the Meyers Family Limited Partnership was estate planning. David P. Meyers, one of the Reporting Persons, has filed a shareholder proposal with the Company pursuant to Rule 14a-8 under the Securities Exchange Act of 1934. Mr. Meyer's shareholder proposal would change the Company's bylaws to provide that directors must be less than seventy (70) years of age to be qualified to serve on the board, and that any director who ceases to be so qualified would be automatically terminated. Additional changes proposed by Mr. Meyers to the bylaws to implement the age qualification requirement are to declassify the Company's board of directors and to eliminate the requirement that directors may only be removed by the vote of 80% of the Class A common stockholders. Item 5. Interest in the Securities of the Issuer (a) and (b) David P. Meyers is the direct owner of 156,750 shares (3.9%) of Class A common stock, and has a remainder interest in 36,000 shares of Class A common stock in which his mother, Betty K. Meyers, has a life estate. Mr. Meyers is the beneficial owner of 139,991.75 shares (3.4%) of Class A common stock by virtue of his beneficial ownership of 22.55% of the Meyers Family Limited Partnership, which owns 620,806 shares of Class A common stock by virtue of the transaction described in Item 3 herein. Mr. Meyers has the sole power to vote and dispose of the shares that he directly owns and the shared power to vote and dispose of the shares that he beneficially owns through the Meyers Family Limited Partnership. Jonas I. Meyers is the direct owner of 156,750 shares (3.9%) of Class A common stock, and has a remainder interest in 36,000 shares of Class A common stock in which his mother, Betty K. Meyers, has a life estate. Mr. Meyers is the indirect owner of 139,991.75 shares (3.5%) of Class A common stock by virtue of his beneficial ownership of 22.55% of the Meyers Family Limited Partnership, which owns 620,806 shares of Class A common stock by virtue of the transaction described in Item 3 herein. Mr. Meyers has the sole power to vote and dispose of the shares that he directly owns and the shared power to vote and dispose of the shares that he beneficially owns through the Meyers Family Limited Partnership. Stuart J. Meyers is the direct owner of 156,750 shares (3.9%) of Class A common stock, and has a remainder interest in 36,000 shares of Class A common stock in which his mother, Betty K. Meyers, has a life estate. Mr. Meyers is the indirect owner of 139,991.75 shares (3.5%) of Class A common stock by virtue of his beneficial ownership of 22.55% of the Meyers Family Limited Partnership, which owns 620,806 shares of Class A common stock by virtue of the transaction described in Item 3 herein. Mr. Meyers has the sole power to vote and dispose of the shares that he directly owns and the shared power to vote and dispose of the shares that he beneficially owns through the Meyers Family Limited Partnership. In addition, Mr. Meyers has the power to direct the vote and disposition of 100 shares of Class A common stock owned by his son, Jonas Saul Meyers. Betty K. Meyers is the direct owner of 200,000 shares (5.0%) of Class A common stock, of which Ms. Meyers only has a life estate in 108,000 of the shares. Ms. Meyers has the sole power to vote and dispose of the shares held in her name. The Meyers Family Limited Partnership owns 620,806 shares (15.5%) of Class A common stock. The Meyers Family Limited Partnership shares the power to vote and dispose of the shares held by it with the other Reporting Persons herein. (c) The only transaction effected in Class A common stock by any of the reporting persons within the past sixty days was the transaction described in Item 3 herein. (d) In addition, to the beneficial ownership of David P. Meyers, Stuart J. Meyers and Jonas I. Meyers in the Meyers Family Limited Partnership as disclosed above, the following persons own beneficial interests in the Meyers Family Limited Partnership, and therefore have the right to receive dividends or the proceeds of the sale of securities held by said entity: Sara Meyers 7.12% Christi Meyers 7.12% The Sara and Stuart Meyers Children's Trust 16.59% David Meyers Children's Trust 1.53% (e) None Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer The Reporting Persons are related and have an oral understanding to, unless agreed otherwise, vote their shares of Class A common stock for David P. Meyers as a director, and to consult with each other prior to voting on any other matter that may come before Class A common stockholders for a vote. There is no written agreement evidencing their understanding. Item 7. Materials to be Filed as Exhibits Exhibit No. Description 10.1. Promissory Note dated June 7, 2002 by Meyers Family Limited Partnership. 10.2. Stock Pledge Agreement dated June 7, 2002 by and between Meyers Family Limited Partnership and Betty Kramer Meyers. 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. /s/ David P. Meyers David P. Meyers, Individually /s/ Jonas I. Meyers Jonas I. Meyers, Individually /s/ Stuart J. Meyers Stuart J. Meyers, Individually /s/ Betty K. Meyers Betty K. Meyers, Individually MEYERS FAMILY LIMITED PARTNERSHIP, a Louisiana Limited Partnership By: Meyers Management Trust, General Partner By: /s/ Stuart J. Meyers Name: Stuart J. Meyers Title: Co-Trustee Dated: June 19, 2002