-----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, LDh0xRR8Hz0YRDRBst3V56oXJnhWg9sEKwVWwaDHx55d5OTqKisMJjCvMg+rhiho BcVjhvIyjx7LvcZj9oQWpQ== 0000908737-98-000734.txt : 19980914 0000908737-98-000734.hdr.sgml : 19980914 ACCESSION NUMBER: 0000908737-98-000734 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980911 SROS: NONE GROUP MEMBERS: DESA HOLDINGS CORPORATION GROUP MEMBERS: DESA INTERNATIONAL INC GROUP MEMBERS: J.W. CHILDS ADVISORS, L.P. GROUP MEMBERS: J.W. CHILDS ASSOCIATES, L.P. GROUP MEMBERS: J.W. CHILDS EQUITY PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIREPLACE MANUFACTURERS INC CENTRAL INDEX KEY: 0000738992 STANDARD INDUSTRIAL CLASSIFICATION: HEATING EQUIPMENT, EXCEPT ELECTRIC & WARM AIR FURNACES [3433] IRS NUMBER: 953244946 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-38220 FILM NUMBER: 98707887 BUSINESS ADDRESS: STREET 1: 2701 S HARBOR BLVD CITY: SANTA ANA STATE: CA ZIP: 92704 BUSINESS PHONE: 7145497782 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DESA INTERNATIONAL INC CENTRAL INDEX KEY: 0001003938 STANDARD INDUSTRIAL CLASSIFICATION: HEATING EQUIPMENT, EXCEPT ELECTRIC & WARM AIR FURNACES [3433] IRS NUMBER: 222940760 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2701 INDUSTRIAL DRIVE CITY: BOWLING GREEN STATE: KY ZIP: 42102 BUSINESS PHONE: 5027819600 MAIL ADDRESS: STREET 1: 2701 INUDSTRIAL DRIVE CITY: BOWLING GREEN STATE: KY ZIP: 42102 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 4)* FIREPLACE MANUFACTURERS, INC. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 318216-10-8 (CUSIP Number) Desa International, Inc. P.O. Box 9004 Bowling Green, KY 42102-9004 (502) 781-9600 Attn.: E.G. Patrick, Vice President Finance and Treasurer (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 19, 1998 (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 |_|. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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). SCHEDULE 13D/A CUSIP No. 318216-10-8 Page 2 of 14 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Desa International, Inc. 22-2940760 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 ITEMS 2(d) OR 2(e) |_| Not Applicable 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF SHARES - 0 - BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 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* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D/A CUSIP No. 318216-10-8 Page 3 of 14 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Desa Holdings Corporation 61-1251518 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 ITEMS 2(d) OR 2(e) |_| Not Applicable 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF SHARES - 0 - BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 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* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D/A CUSIP No. 318216-10-8 Page 4 of 14 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) J.W. Childs Equity Partners, L.P. 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 ITEMS 2(d) OR 2(e) |_| Not Applicable 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF SHARES - 0 - BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 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* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D/A CUSIP No. 318216-10-8 Page 5 of 14 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) J.W. Childs Advisors, L.P.** 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 ITEMS 2(d) OR 2(e) |_| Not Applicable 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF SHARES - 0 - BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 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* PN ** The reporting person expressly disclaims beneficial ownership with respect to any shares covered by this statement. *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D/A CUSIP No. 318216-10-8 Page 6 of 14 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) J.W. Childs Associates, L.P.** 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 ITEMS 2(d) OR 2(e) |_| Not Applicable 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF SHARES - 0 - BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 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* PN ** The reporting person expressly disclaims beneficial ownership with respect to any shares covered by this statement. *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D/A CUSIP No. 318216-10-8 Page 7 of 14 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) J.W. Childs Associates, Inc.** 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 ITEMS 2(d) OR 2(e) |_| Not Applicable 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF SHARES - 0 - BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 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* CO ** The reporting person expressly disclaims beneficial ownership with respect to any shares covered by this statement. *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D/A CUSIP No. 318216-10-8 Page 8 of 14 Pages Item 1. Security and issuer. This Amendment No. 4 to Schedule 13D (this "Amendment") relates to shares of common stock, $.01 par value per share (the "Common Stock"), issued by Fireplace Manufacturers, Inc., a California corporation ("FMI" or the "Issuer"). The address of the principal executive offices of FMI is 2701 South Harbor Boulevard, Santa Ana, CA 92704. This Amendment amends the reporting persons' Schedule 13D which was filed on November 14, 1995, as amended on October 31, 1996, March 30, 1998 and June 5, 1998. Item 2. Identity and background. The persons filing this Amendment are Desa Holdings Corporation, a Delaware corporation ("Desa Holdings"), Desa International, Inc., a Delaware corporation ("Desa International"), J.W. Childs Equity Partners, L.P., a Delaware limited partnership ("Childs"), J.W. Childs Advisors, L.P., a Delaware limited partnership ("Advisors"), J.W. Childs Associates, L.P. ("Associates, L.P.") and J.W. Childs Associates, Inc., a Delaware corporation ("Associates, Inc.," and collectively with Desa Holdings, Desa International, Advisors and Associates, L.P., the "Reporting Persons"). Desa International is a wholly-owned subsidiary of Desa Holdings and is primarily engaged in the manufacture of consumer products. Desa Holdings is engaged primarily in holding all of the issued and outstanding shares of common stock of Desa International. The business address of Desa Holdings and Desa International is 2701 Industrial Drive, P.O. Box 90004, Bowling Green, KY 47102-9004. The name, business address and present principal occupation of each director and executive officer of Desa Holdings and Desa International is set forth in Schedule I hereto and is hereby incorporated by this reference. As the result of a recapitalization of Desa Holdings on November 26, 1997, Childs became the principal stockholder of Desa Holdings, and accordingly Childs may be deemed to be a beneficial holder of securities of which Desa Holdings is the beneficial owner. Childs is a limited partnership of which the sole general partner is Advisors, a limited partnership of which the sole general partner is Associates, L.P., a limited partnership of which the sole general partner is Associates, Inc. Childs is a private investment firm based in Boston, Massachusetts that is primarily engaged in leveraged acquisitions, recapitalization and other principal investing activities. John W. Childs is the sole stockholder of Associates, Inc. The principal business address of each of Childs, Advisors, Associates, L.P., Associates, Inc. and Mr. Childs is One Federal Street, Boston, MA 02110. SCHEDULE 13D/A CUSIP No. 318216-10-8 Page 9 of 14 Pages None of the Reporting Persons, nor, to the best of each Reporting Person's knowledge, any of the executive officers or directors of such persons, have, during the past five (5) years, (a) been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree of 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. Item 3. Source and amount of funds or other consideration. Not applicable. Item 4. Purpose of transaction. On August 19, 1998, pursuant to the terms of an Agreement and Plan of Reorganization among Desa International, FMI Acquisition, Inc., and FMI (the "Merger Agreement"), FMI was merged with and into Desa International, with Desa International continuing as the surviving corporation (the "Merger"). Under the Merger Agreement FMI Shareholders received an aggregate of $23,750,000, or $7.14 per share of Common Stock (the "Merger Consideration"). Except as set forth in this Item 4, none of the Reporting Persons nor, to the best of each Reporting Person's knowledge, any of the executive officers or directors of such Reporting Persons, as applicable, has any plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in securities of the issuer. (a) As a result of the Merger, the Reporting Persons do not own any beneficial interest in the Common Stock. To the knowledge of the Reporting Persons, no transaction in the Common Stock has been effected by any executive officer or director of the Reporting Persons during the past sixty (60) days. Item 6. Contracts, arrangements, understandings or relationships with respect to securities of the issuer. None. SCHEDULE 13D/A CUSIP No. 318216-10-8 Page 10 of 14 Pages Item 7. Material to be filed as exhibits. Exhibit No. Description 1. Agreement and Plan of Reorganization, filed previously with Amendment No. 3 to this Schedule 13D on June 5, 1998. SCHEDULE 13D/A CUSIP No. 318216-10-8 Page 11 of 14 Pages SIGNATURES After reasonable inquiry and to the best of their knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: September 10, 1998 DESA HOLDINGS CORPORATION By: /s/ Robert H. Elman Name: Robert H. Elman Title: Chairman & Chief Executive Officer DESA INTERNATIONAL, INC. By: /s/ Terry G. Scariot Name: Terry G. Scariot Title: President J.W. CHILDS EQUITY PARTNERS, L.P. By: J.W. CHILDS ADVISORS, L.P. its general partner By: J.W. CHILDS ASSOCIATES, L.P. its general partner By: J.W. CHILDS ASSOCIATES INC. its general partner By: /s/ Adam L. Suttin Name: Adam L. Suttin Title: Vice President SCHEDULE 13D/A CUSIP No. 318216-10-8 Page 12 of 14 Pages J.W. CHILDS ADVISORS, L.P. By: J.W. CHILDS ASSOCIATES, L.P. its general partner By: J.W. CHILDS ASSOCIATES INC. its general partner By: /s/ Adam L. Suttin Name: Adam L. Suttin Title: Vice President J.W. CHILDS ASSOCIATES, L.P. By: J.W. CHILDS ASSOCIATES INC. its general partner By: /s/ Adam L. Suttin Name: Adam L. Suttin Title: Vice President J.W. CHILDS ASSOCIATES INC. By: /s/ Adam L. Suttin Name: Adam L. Suttin Title: Vice President SCHEDULE 13D/A CUSIP No. 318216-10-8 Page 13 of 14 Pages SCHEDULE 1 DIRECTORS AND EXECUTIVE OFFICERS The following sets forth, as to each of the executive officers and directors of the Reporting Persons, his or her name, business address, and present principal occupation or employment and the name and address of any corporation or other organization in which such employment is conducted. 1. Executive Officers of Desa Holdings Corporation and Desa International, Inc. The following are the executive officers of Desa Holdings Corporation and Desa International, Inc. Each of the named persons serves in the office set forth opposite his name for both companies. The business address for each of the following persons is Desa International, Inc., P.O. Box 90004, 2701 Industrial Drive, Bowling Green, KY 42102-9004. Each of the following persons is a citizen of the United States of America. Robert H. Elman Chairman, Chief Executive Officer Terry G. Scariot President, Chief Operating Officer John M. Kelly Executive Vice President Edward G. Patrick Vice President Finance & Treasurer 2. Directors of Desa Holdings Corporation and Desa International, Inc. The following are the directors of Desa Holdings Corporation and Desa International, Inc. Each of the named persons serves as a director of both companies. Each of the following persons is a citizen of the United States of America. Robert H. Elman Desa International, Inc. P.O. Box 90004 2701 Industrial Drive Bowling Green, KY 42102-9004 Principal Employment: Desa Holdings Corporation and Desa International, Inc. Terry G. Scariot Desa International, Inc. P.O. Box 90004 2701 Industrial Drive Bowling Green, KY 42102-9004 Principal Employment: Desa Holdings Corporation and Desa International, Inc. SCHEDULE 13D/A CUSIP No. 318216-10-8 Page 14 of 14 Pages John W. Childs J.W. Childs Equity Partners, L.P. One Federal Street Boston, MA 02110 Principal Employment: J.W. Childs Equity Partners, L.P. Raymond B. Rudy J.W. Childs Equity Partners, L.P. One Federal Street Boston, MA 02110 Principal Employment: J.W. Childs Equity Partners, L.P. Adam L. Suttin J.W. Childs Equity Partners, L.P. One Federal Street Boston, MA 02110 Principal Employment: J.W. Childs Equity Partners, L.P. Michael Greene UBS Capital LLC Union Bank of Switzerland 299 Park Avenue New York, NY 10171 Principal Employment: UBS Capital LLC -----END PRIVACY-ENHANCED MESSAGE-----