SCHEDULE 13D
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CUSIP NO. 74 1004 10 5
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(1)Name of reporting person
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Pdl Partnership
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(2)Check the appropriate box if a member of a group (see instructions)
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(a) o
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(3)SEC use only
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(4)Source of funds (see instructions)
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WC/OO
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(5)Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
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o
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(6)Citizenship or place of organization
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New York
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Number of shares beneficially owned by each reporting person with:
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(7)Sole voting power
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--
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(8)Shared voting power
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177,013
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(9)Sole dispositive power
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--
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(10)Shared dispositive power
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--
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(11)Aggregate amount beneficially owned by each reporting person
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177,013
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(12)Check box if the aggregate amount in Row (11) excludes certain shares
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o | |
(13)Percent of class represented by amount in Row (11)
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40.0%
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(14)Type of reporting person
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PN
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SCHEDULE 13D
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CUSIP NO. 74 1004 10 5
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(1)Name of reporting person
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Steven Baruch
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(2)Check the appropriate box if a member of a group (see instructions)
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(a) o
(b) o
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(3)SEC use only
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(4)Source of funds (see instructions)
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PF
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(5)Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
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o
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(6)Citizenship or place of organization
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United States
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Number of shares beneficially owned by each reporting person with:
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(7)Sole voting power
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14,429
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(8)Shared voting power
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181,775*
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(9)Sole dispositive power
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14,429
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(10)Shared dispositive power
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4,762*
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(11)Aggregate amount beneficially owned by each reporting person
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196,204**
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(12)Check box if the aggregate amount in Row (11) excludes certain shares
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(13)Percent of class represented by amount in Row (11)
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44.3%***
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(14)Type of reporting person
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IN
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* Includes 4,762 Class A shares held as co-trustee under a trust, the beneficial ownership of which is disclaimed.
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** Does not include 41,868 shares of Class B Common Stock, of which 9,031 shares of Class B Common Stock are held as co-trustee under a trust, the beneficial ownership of which is disclaimed, and as to the remaining shares, he has the sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition thereof.
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*** Based on 442,533 shares of Class A Common Stock outstanding.
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SCHEDULE 13D
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CUSIP NO. 74 1004 10 5
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(1)Name of reporting person
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Jeffrey Joseph
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(2)Check the appropriate box if a member of a group (see instructions)
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(a) o
(b) o
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(3)SEC use only
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(4)Source of funds (see instructions)
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PF
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(5)Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
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o
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(6)Citizenship or place of organization
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United States
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Number of shares beneficially owned by each reporting person with:
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(7)Sole voting power
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5,344
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(8)Shared voting power
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177,013
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(9)Sole dispositive power
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5,344
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(10)Shared dispositive power
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--
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(11)Aggregate amount beneficially owned by each reporting person
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182,357*
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(12)Check box if the aggregate amount in Row (11) excludes certain shares
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o | |
(13)Percent of class represented by amount in Row (11)
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41.2%**
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(14)Type of reporting person
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IN
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* Does not include 134,721 shares of Class B Common Stock owned by Mr. Joseph personally, as to which he has the sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition thereof.
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** Based on 442,533 shares of Class A Common Stock outstanding.
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SCHEDULE 13D
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CUSIP NO. 74 1004 10 5
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(1)Name of reporting person
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Thomas Viertel
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(2)Check the appropriate box if a member of a group (see instructions)
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(a) o
(b) o
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(3)SEC use only
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(4)Source of funds (see instructions)
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PF
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(5)Check if disclosure of
legal proceedings is required pursuant to Items 2(d) or 2(e)
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o
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(6)Citizenship or place of organization
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United States
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Number of shares beneficially owned by each reporting person with:
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(7)Sole voting power
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24,788
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(8)Shared voting power
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177,013
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(9)Sole dispositive power
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24,788
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(10)Shared dispositive power
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--
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(11)Aggregate amount beneficially owned by each reporting person
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201,801*
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(12)Check box if the aggregate amount in Row (11) excludes certain shares
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o | |
(13)Percent of class represented by amount in Row (11)
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45.6%**
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(14)Type of reporting person
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IN
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* Does not include 34,898 shares of Class B Common Stock owned by Mr. Viertel personally, as to which he has the sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition thereof.
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** Based on 442,533 shares of Class A Common Stock outstanding.
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Item 1.
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Security and Company.
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Item 2.
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Identity and Background.
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Item 3.
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Source and Amount of Other Funds or Consideration.
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Item 4.
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Purpose of Transaction.
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·
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The acquisition by two individuals (the “Class B Purchasers”) of an aggregate of 250,000 newly issued shares (the “Class B Shares”) of Class B common stock, par value $.10 per share, of the Issuer (the “Class B Common Stock”) from the Issuer at a purchase price of $1.00 per share, on the terms and subject to the conditions set forth in the Class B Stock Purchase Agreement (the “Class B Stock Purchase Agreement”);
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·
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Amendments to the provisions relating to payments upon termination of employment for Steven Baruch, Jeffrey F. Joseph and Thomas Viertel, as set forth in amendments to their employment agreements (the “Baruch Amendment,” the “Joseph Amendment” and the “Viertel Amendment,” respectively, and collectively with the Delgado Amendment, the “Amendments”);
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·
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Amendment to the employment agreement of Elizabeth Delgado to terminate her employment pursuant to the agreement (the “Delgado Amendment”);
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·
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The resignation of Steven Baruch, Thomas Viertel and Mortimer M. Caplin as directors of the Issuer;
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·
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The appointment of Nickolas W. Jekogian, III, Alexander Ludwig and Jeffrey Rogers as directors of the Issuer;
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·
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Effective as of immediately following the filing of the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, the resignations of the officers of the Issuer and the appointment of Messrs Jekogian and Ludwig as the sole officers of the Issuer;
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·
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The declaration of a special dividend of $0.35 per share of Class A and Class B Common Stock (the “Special Dividend”);
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·
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The entry by the Issuer into a property management agreement and an asset management agreement with Signature (the “Property Management Agreement” and the “Asset Management Agreement,” respectively);
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·
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The entry by the Issuer into executive employment agreements with Nickolas W. Jekogian, III and Alexander Ludwig (the “Jekogian Employment Agreement” and the “Ludwig Employment Agreement,” respectively);
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·
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The grant of non-qualified stock options to acquire 370,000 shares of Class B Common Stock at a price of $1.25 per share to each of Messrs. Jekogian and Ludwig pursuant to stock option agreements (the “Jekogian Option Agreement” and the “Ludwig Option Agreement, respectively); and
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·
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The entry into a Put Agreement between Nickolas W. Jekogian, III and each Class B Purchaser with respect to the Class B Shares acquired by each Class B Purchaser (the “Put Agreement”).
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Item 5.
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Interest in Securities of the Issuer.
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·
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PDL owns no shares of Class A Common Stock. PDL shares limited voting power with the Class A Purchaser insofar as the Class A Purchaser has agreed to vote the Class A Shares for Mr. Robert Feder and Mr. Richard Brandt, current independent directors of the Company, as directors (subject to their desire to remain as directors) provided that they continue to qualify as independent directors under applicable rules, including the rules of any exchange on which either the Class A Common Stock or Class B Common Stock may then be listed and until the occurrence of a Capital Event (as defined herein). The aggregate of 177,013 shares of Class A Common Stock deemed beneficially owned by PDL represents 40.0% of the Class A Common Stock outstanding.
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·
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Mr. Baruch has sole voting and dispositive power with respect to 14,429 shares of Class A Common Stock. Mr. Baruch also holds 4,762 shares of Class A Common Stock as co-trustee under a trust, for which he disclaims beneficial ownership, and for which he shares the power to vote or to direct the vote and the power to dispose or to direct the disposition thereof. Mr. Baruch, as a general partner of PDL, shares limited voting power with the Class A Purchaser insofar as the Class A Purchaser has agreed to vote the Class A Shares for Mr. Robert Feder and Mr. Richard Brandt, current independent directors of the Company, as directors (subject to their desire to remain as directors) provided that they continue to qualify as independent directors under applicable rules, including the rules of any exchange on which either the Class A Common Stock or Class B Common Stock may then be listed and until the occurrence of a Capital Event (as defined). The aggregate of 196,204 shares of Class A Common Stock deemed beneficially owned by Mr. Baruch represents 44.3% of the Class A Common Stock outstanding. Mr. Baruch also owns 41,868 shares of Class B Common Stock, of which 9,031 shares of Class B Common Stock are held as co-trustee under a trust, for which he disclaims beneficial ownership and for which he shares the power to vote or to direct the vote and the power to dispose or to direct the disposition thereof.
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·
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Mr. Joseph has sole voting and dispositive power with respect to 5,344 shares of Class A Common Stock. Mr. Joseph, as a general partner of PDL, shares limited voting power with the Class A Purchaser insofar as the Class A Purchaser has agreed to vote the Class A Shares for Mr. Robert Feder and Mr. Richard Brandt, current independent directors of the Company, as directors (subject to their desire to remain as directors) provided that they continue to qualify as independent directors under applicable rules, including the rules of any exchange on which either the Class A Common Stock or Class B Common Stock may then be listed and until the occurrence of a Capital Event (as defined). The aggregate of 182,357 shares of Class A Common Stock deemed beneficially owned by Mr. Joseph represents 41.2% of the Class A Common Stock outstanding. Mr. Joseph also owns 134,721 shares of Class B Common Stock.
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·
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Mr. Viertel has sole voting and dispositive power with respect to 24,788 shares of Class A Common Stock. Mr. Viertel, as a general partner of PDL, shares limited voting power with the Class A Purchaser insofar as the Class A Purchaser has agreed to vote the Class A Shares for Mr. Robert Feder and Mr. Richard Brandt, current independent directors of the Company, as directors (subject to their desire to remain as directors) provided that they continue to qualify as independent directors under applicable rules, including the rules of any exchange on which either the Class A Common Stock or Class B Common Stock may then be listed and until the occurrence of a Capital Event (as defined). The aggregate of 201,801 shares of Class A Common Stock deemed beneficially owned by Mr. Viertel represents 45.6% of the Class A Common Stock outstanding. Mr. Viertel also owns 34,898 shares of Class B Common Stock.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 7.
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Material to be Filed as Exhibits.
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Exhibit
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A
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Class A Stock Purchase Agreement, dated November 8, 2011, between PDL and BBJ Family Irrevocable Trust; incorporated by reference to Exhibit 99.1 of the Issuer’s Current Report on Form 8-K filed on November 9, 2011.
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B
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Third Amendment to Amended and Restated Employment and Consulting Agreement, dated November 8, 2011, between the Company and Steven H. Baruch; incorporated by reference to Exhibit 10.8 of the Issuer’s Current Report on Form 8-K filed on November 9, 2011.
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C
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Fourth Amendment to Amended And Restated Employment and Consulting Agreement, dated November 8, 2011, between the Company and Jeffrey F. Joseph; incorporated by reference to Exhibit 10.9 of the Issuer’s Current Report on Form 8-K filed on November 9, 2011.
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D
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Third Amendment to Amended and Restated Employment and Consulting Agreement, dated November 8, 2011, between the Company and Thomas Viertel; incorporated by reference to Exhibit 10.10 of the Issuer’s Current Report on Form 8-K filed on November 9, 2011.
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Date: November 10, 2011
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PDL PARTNERSHIP, A New York General
Partnership
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By: /s/ Jeffrey F. Joseph
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Jeffrey F. Joseph, Partner
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By: /s/ Thomas Viertel
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Thomas Viertel, Partner
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By: /s/ Steven Baruch
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Steven Baruch, Partner
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/s/ Steven Baruch | ||
Steven Baruch
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/s/ Thomas Viertel | ||
Thomas Viertel
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/s/ Jeffrey F. Joseph | ||
Jeffrey F. Joseph
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