-----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, C4yVOOIXQQW4Ja16S8LakEGHEIrDJnHv2L6PlH1UTI9EzDnWUMkfyAU8Rt43Zi6P Um3AMs6peZtOTi2eFd6Ysg== 0000950117-95-000473.txt : 19951122 0000950117-95-000473.hdr.sgml : 19951122 ACCESSION NUMBER: 0000950117-95-000473 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951121 SROS: NASD GROUP MEMBERS: BRAE GROUP INC/MARX LOUIS JR/RAWN STANLEY R JR/TRUSTEE GROUP MEMBERS: LOUIS MARX, JR. GROUP MEMBERS: LOUIS MARX, JR. U/A DTD. 4/11/32 GROUP MEMBERS: STANLEY R. RAWN, JR., AS TRUSTEE FBO SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FORSCHNER GROUP INC CENTRAL INDEX KEY: 0000731947 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-HARDWARE [5072] IRS NUMBER: 132797726 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34664 FILM NUMBER: 95595489 BUSINESS ADDRESS: STREET 1: ONE RESEARCH DRIVE CITY: SHELTON STATE: CT ZIP: 06484-6226 BUSINESS PHONE: 2039296391 MAIL ADDRESS: STREET 1: ONE RESEARCH DRIVE CITY: SHELTON STATE: CT ZIP: 06484-6226 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRAE GROUP INC/MARX LOUIS JR/RAWN STANLEY R JR/TRUSTEE CENTRAL INDEX KEY: 0000905862 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 333 CLAY STREET SUITE 4500 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7137591692 SC 13D/A 1 FORSCHNER GROUP, INC. 13D, AM #16 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. 16) Under the Securities Exchange Act of 1934 THE FORSCHNER GROUP, INC. ----------------------------------------- (Name of Issuer) Common Stock, $.10 Par Value ----------------------------------------- (Title of Class of Securities) 346590102 ----------------------------------------- (CUSIP Number) Herbert M. Friedman, Esq. Zimet, Haines, Friedman & Kaplan 460 Park Avenue New York, New York 10022 (212) 486-1700 ----------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) November 14, 1995 ----------------------------------------- (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(b)(3) or (4), check the following box. [ ] Check the following box if a fee is being paid with this statement. [ ] Page 1 of 17 Pages. - ------------------- ------------------ CUSIP No. 346590102 13D Page 2 of 17 Pages - ------------------- ------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Brae Group, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER EACH 2,998,200 OWNED BY ----------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,998,200 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,998,200 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- - ------------------- ------------------ CUSIP No. 346590102 13D Page 3 of 17 Pages - ------------------- ------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Louis Marx, Jr. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - -------------------------------------------------------------------------------- 5 CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 169,730 SHARES ------------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 3,002,492 EACH ------------------------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 169,730 ------------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 3,002,492 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,172,222 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- - ------------------- ------------------ CUSIP No. 346590102 13D Page 4 of 17 Pages - ------------------- ------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Stanley R. Rawn, Jr., as Trustee fbo Louis Marx, Jr. u/a dtd. 4/11/32 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - -------------------------------------------------------------------------------- 5 CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 4,292 EACH ----------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 4,292 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,292 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.05% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- AMENDMENT NO. 16 TO SCHEDULE 13D Item 1 - Security and Issuer. This Amendment No. 16 to Schedule 13D (as so amended, this "Amended Schedule 13D") is filed with respect to the common stock, par value $.10 per share, ("Common Stock") of The Forschner Group, Inc., a Delaware corporation ("Forschner"). The address of Forschner's principal executive office is One Research Drive, Shelton, Connecticut 06484. Item 2 - Identity and Background. This Amended Schedule 13D is being filed on behalf of Brae Group, Inc., a Delaware corporation ("Brae"), Louis Marx, Jr. ("Mr. Marx"), and Stanley R. Rawn, Jr., as trustee fbo Louis Marx, Jr. u/a dated 4/11/32 (the "Trust" and the "Trustee"). Brae is a company which holds equity interests in various entities in diversified industries. The address of the principal business and principal office of Brae is 333 Clay Street, Suite 4500, Houston, Texas, 77002. Brae was formerly known as Triumph*LOR, Inc. until it changed its name in July 1992. Mr. Marx, a private investor, is the sole beneficiary of the Trust. Mr. Marx's principal business address is 667 - 5 - Madison Avenue, New York, New York, 10021. Mr. Marx has a majority voting interest in Brae and may be deemed to be its controlling shareholder. The principal business address of the Trustee is 667 Madison Avenue, New York, New York 10021. Mr. Rawn is the Chief Executive Officer of Noel Group, Inc. ("Noel"), a publicly held company which conducts its principal operations through companies in which it holds controlling interests. Noel's principal business address is 667 Madison Avenue, New York, New York, 10021. Set forth on Schedule A hereto are the name, the citizenship, the business or residence address, the present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such occupation or employment is conducted, of the director and of each executive officer of Brae. During the last five years, neither Brae, Mr. Marx nor the Trustee nor to the best knowledge of Brae, the directors or executive officers of Brae, has or have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, neither Brae, Mr. Marx nor the Trustee nor to the best of the knowledge of Brae, the - 6 - directors or executive officers of Brae was or were party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or were or is or are 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. Each of Brae, Mr. Marx and the Trustee, is responsible for the completeness and accuracy of only that information concerning each of Brae, Mr. Marx and the Trustee, respectively, contained herein, or in any subsequent amendment, including information relating to Brae's officers, directors and controlling persons, and is not responsible for the completeness or accuracy of any information concerning the other parties. Neither Brae, Mr. Marx nor the Trustee knows or has reason to believe that any information concerning the other parties contained herein is inaccurate and the execution of any subsequent amendment by each party shall constitute a representation by such party that it neither knows nor has reason to believe that any information concerning the other parties contained in such amendment is inaccurate at the time of such execution. - 7 - Item 3. Source and Amount of Funds or Other Consideration. On November 14, 1995, Brae purchased an aggregate of 396,400 shares (the "Purchased Shares") of Forschner Common Stock in open market transactions for an aggregate purchase price of $4,484,275. Brae purchased the Purchased Shares with available working capital. Item 4. Purpose of Transaction. Brae, Mr. Marx and the Trust each acquired the shares of Forschner Common stock held by them for investment purposes. Although neither Brae, Mr. Marx nor the Trust has formulated any definite plans or proposals with respect to their respective investments in Forschner, they may consider the acquisition of additional shares of Common Stock, including shares that may be acquired upon exercise of stock options held by Brae and Mr. Marx, or the disposition of some or all of the shares of Common Stock held or that may in the future be held by them, depending on market conditions and other circumstances. In addition, Brae and Mr. Marx plan to continue to participate actively in the management of the business of Forschner. Except as set forth above, neither Brae nor Mr. Marx nor the Trust have any plans or proposals which relate to or would result in any of the following: - 8 - (a) The acquisition by any person of additional securities of Forschner, or the disposition of securities of Forschner; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Forschner or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of Forschner or any of its subsidiaries; (d) Any change in the present board of directors or management of Forschner, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of Forschner; (f) Any other material change in Forschner's business or corporate structure; (g) Changes in Forschner's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of Forschner by any person; - 9 - (h) Causing a class of securities of Forschner to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of Forschner becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. (a) (b) Brae owns directly an aggregate of 2,998,200 shares of Common Stock, including 500,000 shares of Common Stock (the "Brae Option Shares") issuable upon exercise of a currently exercisable Stock Option (the "Brae Option"), constituting approximately 34.5% of the issued and outstanding shares of such stock as of the date hereof (including as if issued and outstanding on the date hereof the Brae Option Shares). Brae and Mr. Marx may be deemed to share the power to vote or direct the vote and to dispose or direct the disposition of such shares. Mr. Marx owns directly 169,730 shares of Common Stock, including 150,000 shares of Common Stock (the "Marx Option Shares") issuable upon exercise of a currently exercisable Stock - 10 - Option (the "Marx Option"), constituting approximately 2.0% of the issued and outstanding shares of such stock as of the date hereof (including as if issued and outstanding on the date hereof the 150,000 Marx Option Shares). Mr. Marx has the sole power to vote or direct the vote and to dispose or direct the disposition of these shares. In addition, the Trust, of which Mr. Marx is the sole beneficiary, owns 4,292 shares of Common Stock and Brae Group, Inc., which Mr. Marx may be deemed to control, owns 2,998,200 shares, including the 500,000 Brae Option Shares. Mr. Marx shares the power to vote or direct the vote and to dispose or direct the disposition of the shares held by the Trust with the Trustee and the shares held by Brae with Brae. Mr. Marx disclaims beneficial ownership of the shares held by Brae. Mr. Marx may thus be deemed to beneficially own 3,172,222 shares of Common Stock or approximately 36.5% of the issued and outstanding shares of such stock as of the date hereof (including as if issued and outstanding on the date hereof the 500,000 Brae Option Shares and the 150,000 Marx Option Shares). The Trust is the direct beneficial owner of an aggregate of 4,292 shares of Common Stock, constituting approximately 0.05% of the issued and outstanding shares as of the date hereof. The Trust shares the power to vote or direct the vote and to dispose or direct the disposition of such shares with Mr. Marx, the sole beneficiary of the Trust. - 11 - Mr. Stanley R. Rawn, Jr., Trustee of the Trust, owns directly 142,711 shares of Common Stock, including 100,000 shares issuable upon exercise of a stock option held by Mr. Rawn (and excluding shares of Common Stock held by the Trust, the beneficial ownership of which Mr. Rawn disclaims), constituting approximately 1.7% of the issued and outstanding shares of such stock as of the date hereof (including as if issued and outstanding on the date hereof the 100,000 shares issuable upon exercise of the stock option held by Mr. Rawn). Mr. Rawn has the sole power to vote or direct the vote and dispose or direct the disposition of the shares held by him. (c) No transactions in Common Stock were effected by the persons named in response to Paragraph (a) of this Item 5 during the period beginning sixty days prior to the date of the event which requires the filing of this statement and ending on the date hereof. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Except as described below, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of Forschner, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, - 12 - division of profits or loss, or the giving or withholding of proxies. On January 26, 1995, Forschner granted to Mr. Marx a non-incentive stock option (the "Marx Option") under Forschner's 1994 Stock Option Plan. The Marx Option, which entitles Mr. Marx to purchase up to 150,000 shares of Common Stock at a price of $12.875 per share, is evidenced by a Non-Incentive Stock Option Agreement between Forschner and Mr. Marx dated as of January 26, 1995. On July 29, 1994, Forschner granted to Brae a non-incentive stock option (the "Brae Option") under Forschner's 1994 Stock Option Plan. The Brae Option, which entitles Brae to purchase up to 500,000 shares of Common Stock at a price of $10.75 per share, is evidenced by a Non-Incentive Stock Option Agreement dated as of July 29, 1994. Item 7. Material to be Filed as Exhibits. A copy of the stock option agreement relating to the Brae Option described in Item 6 hereto was previously filed as an Exhibit to Amendment No. 11 to this Schedule 13D, and a copy of the stock option agreement relating to the Marx Option described in Item 6 hereto was previously filed as an Exhibit to Amendment No. 15 to this Schedule 13D. - 13 - SCHEDULE A TO SCHEDULE 13D FILED BY BRAE GROUP, INC. The following table sets forth certain information concerning the director and each of the officers of Brae Group, Inc., a Delaware corporation ("Brae"), as of November 14, 1995 and through the date hereof. Name: George Nevers (Director and President) Citizenship: American Business Address: 333 Clay Street, Suite 4500 Houston, TX 77002 Principal Occupation: President, Brae Group, Inc. Name: W. Kirk Bosche (Vice President, Secretary and Treasurer) Citizenship: American Business Address: 333 Clay Street, Suite 4500 Houston, TX 77002 Principal Occupation: Vice President - Finance, Garnet Resources Corporation - 14 - After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. Dated: November 20, 1995 BRAE GROUP, INC. By /s/ W. Kirk Bosche ------------------------------------ W. Kirk Bosche Vice President, Secretary and Treasurer - 15 - After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. Dated: November 20, 1995 /s/ Louis Marx, Jr. ------------------------------------ Louis Marx, Jr. - 16 - After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. Dated: November 20, 1995 /s/ Stanley R. Rawn, Jr. ------------------------------------ Stanley R. Rawn, Jr., as Trustee u/a dtd 4/11/32 fbo Louis Marx, Jr. - 17 - -----END PRIVACY-ENHANCED MESSAGE-----