-----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, K5oabvHjcoxyHhvE55cdnXyXLnwdMqCY+OrzChYngxGOYOJuheDSQrEP7HABRQRG ki/6Escimw9QhSJLGXoehQ== 0000950137-96-000338.txt : 19960326 0000950137-96-000338.hdr.sgml : 19960326 ACCESSION NUMBER: 0000950137-96-000338 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960325 SROS: NYSE GROUP MEMBERS: GIDWITZ FAMILY PARTNERSHIP GROUP MEMBERS: GIDWITZ RONALD J GROUP MEMBERS: HCI PARTNERSHIP GROUP MEMBERS: RONALD J. GIDWITZ SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CURTIS HELENE INDUSTRIES INC /DE/ CENTRAL INDEX KEY: 0000745142 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 363398349 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36919 FILM NUMBER: 96538000 BUSINESS ADDRESS: STREET 1: 325 N WELLS ST CITY: CHICAGO STATE: IL ZIP: 60610 BUSINESS PHONE: 3126610222 MAIL ADDRESS: STREET 1: 325 NORTH WELLS ST CITY: CHICAGO STATE: IL ZIP: 60610 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GIDWITZ RONALD J CENTRAL INDEX KEY: 0001008574 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 325 NORTH WELLS STREET CITY: CHICAGO STATE: IL ZIP: 60610 BUSINESS PHONE: 3126610222 MAIL ADDRESS: STREET 1: 325 NORTH WELLS ST CITY: CHICAGO STATE: IL ZIP: 60610 SC 13D/A 1 SCHEDULE 13 D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 13D Under the Securities Exchange Act of 1934 Helene Curtis Industries, Inc. (Name of Issuer) Common Stock and Class B Common Stock (Title of Class of Securities) 423236 10 8 (CUSIP Number) Copy to: Ronald J. Gidwitz Robert F. Wall, Esq. Helene Curtis Industries, Inc. Winston & Strawn 325 North Wells Street 35 West Wacker Drive Chicago, Illinois 60610 Chicago, Illinois 60601 (312) 661-0222 (312) 558-5600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 19, 1996 (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 the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filed 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. Page 1 of 8 2 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). Constituting the final amendment hereto. Page 2 of 8 3 CUSIP No. 423236 10 8 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gidwitz Family Partnership 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (e) [ ] 6 CITIZEN OR PLACE OF ORGANIZATION Illinois NUMBER OF 7 SOLE VOTING POWER -0- SHARES 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH 9 SOLE DISPOSITIVE POWER -0- REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH -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% 14 TYPE OF REPORTING PERSON* PN Page 3 of 8 4 CUSIP No. 423236 10 8 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HCI Partnership 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (e) [ ] 6 CITIZEN OR PLACE OF ORGANIZATION Illinois NUMBER OF 7 SOLE VOTING POWER -0- SHARES 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH 9 SOLE DISPOSITIVE POWER -0- REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH -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% 14 TYPE OF REPORTING PERSON* PN Page 4 of 8 5 CUSIP No. 423236 10 8 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ronald J. Gidwitz 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (e) [ ] 6 CITIZEN OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER -0- SHARES 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH 9 SOLE DISPOSITIVE POWER -0- REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH -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% 14 TYPE OF REPORTING PERSON* IN Page 5 of 8 6 The Gidwitz Family Partnership, the HCI Partnership and Ronald J. Gidwitz (together, the "Parties" and each a "Party") hereby amend and supplement their statement on Schedule 13D originally filed on February 20, 1996 (as so amended, the "Statement"), with respect to a Stockholder Agreement dated as of February 13, 1996 (the "Stockholder Agreement") among the Parties, Conopco, Inc. and Conopco Acquisition Company, Inc. (the "Purchaser") relating to 2,774,106 shares of Class B Common Stock of Helene Curtis Industries, Inc. (the "Company"). Capitalized terms not defined herein have the meanings assigned thereto in the Statement. This Amendment No. 1 constitutes the final amendment to the Statement. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 is hereby amended and supplemented by the following: As a result of the consummation of the transactions described below, the Parties no longer beneficially own any shares of Common Stock or Class B Common Stock of the Company. On March 18, 1996, Ronald J. Gidwitz and seven other partners in the Gidwitz Family Partnership withdrew 72,000 shares of Class B Common Stock from the Gidwitz Family Partnership, converted those shares into 72,000 shares of Common Stock and made contributions of that Common Stock to the Ronald J. Gidwitz Charitable Remainder Annuity Trust (40,030 shares) and the Fidelity Charitable Gift Fund (31,970 shares). On March 19, 1996, pursuant to the terms of the Stockholder Agreement, the Purchaser purchased 569,909 shares of Class B Common Stock from the HCI Partnership at a purchase price of $70.00 per share. Also on March 19, 1996, pursuant to the terms of the Stockholder Agreement, the Purchaser purchased 2,012,197 shares of Class B Common Stock from the Gidwitz Family Partnership at a purchase price of $70.00 per share. Upon consummation of the foregoing transactions, neither the HCI Partnership nor the Gidwitz Family Partnership owned beneficially or of record any Common Stock or Class B Common Stock of the Company. On March 18, 1996, the Purchaser's Offer expired pursuant to its terms. On March 19, 1996, the Purchaser accepted for payment all shares of Common Stock validly tendered pursuant to the Offer. Also on March 19, 1996, pursuant to the terms of the Company's 1979 Stock Option Plan, the Company repurchased from Ronald J. Gidwitz 25,000 shares of Common Stock and 120,000 shares of Class B Common Stock owned by Mr. Gidwitz and subject to such plan for amounts specified therein. Also on March 19, 1996, the Purchaser was merged with and into the Company. Upon consummation of the foregoing transactions, Mr. Gidwitz did not own beneficially or of record any Common Stock or Class B Common Stock of the Company. Page 6 of 8 7 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. Dated: March 25, 1996 GIDWITZ FAMILY PARTNERSHIP By: /s/ Gerald S. Gidwitz --------------------------------- Name: Gerald S. Gidwitz Title: Managing General Partner By: /s/ Ronald J. Gidwitz --------------------------------- Name: Ronald J. Gidwitz Title: Managing General Partner By: /s/ James G. Gidwitz --------------------------------- Name: James G. Gidwitz Title: Managing General Partner By: /s/ Ralph W. Gidwitz --------------------------------- Name: Ralph W. Gidwitz Title: Managing General Partner By: /s/ Dr. Betsy R. Gidwitz --------------------------------- Name: Dr. Betsy R. Gidwitz Title: Managing General Partner HCI PARTNERSHIP By: /s/ Gerald S. Gidwitz --------------------------------- Name: Gerald S. Gidwitz Title: Managing General Partner By: /s/ Ronald J. Gidwitz --------------------------------- Name: Ronald J. Gidwitz Title: Managing General Partner Page 7 of 8 8 By: /s/ James G. Gidwitz --------------------------------- Name: James G. Gidwitz Title: Managing General Partner By: /s/ Ralph W. Gidwitz --------------------------------- Name: Ralph W. Gidwitz Title: Managing General Partner By: /s/ Dr. Betsy R. Gidwitz --------------------------------- Name: Dr. Betsy R. Gidwitz Title: Managing General Partner /s/ Ronald J. Gidwitz ------------------------------------ Ronald J. Gidwitz Page 8 of 8 -----END PRIVACY-ENHANCED MESSAGE-----