-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, gnlMqHvwJBDSJ0rkfC2WqSJ1wf4hhYR3YjdNKtkGkixXnQ7Gtu6NQtc8dSZGsv81 WuHftlDo1bVY1p/xrt2qTA== 0000793698-95-000057.txt : 19950515 0000793698-95-000057.hdr.sgml : 19950515 ACCESSION NUMBER: 0000793698-95-000057 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950214 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LARIZZA INDUSTRIES INC CENTRAL INDEX KEY: 0000817134 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 341376202 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38837 FILM NUMBER: 95510384 BUSINESS ADDRESS: STREET 1: 201 W BIG BEAVER RD STE 1040 CITY: TROY STATE: MI ZIP: 48084 BUSINESS PHONE: 3136895800 MAIL ADDRESS: STREET 1: 201 W BIG BEAVER RD STE 1040 CITY: TROY STATE: MI ZIP: 48084 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OPPENHEIMER GROUP INC CENTRAL INDEX KEY: 0000793698 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: OPPENHEIMER TOWER STREET 2: WORLD FINANCIAL CENTER CITY: NEW YORK STATE: NY ZIP: 10281 SC 13G/A 1 AMENDMENT NO.02-2/95 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* LARIZZA INDUSTRIES, INC. (Name of Issuer) COMMON (Title of Class of Securities) 517235107 (CUSIP Number) Check the following box if a fee is being paid with this statement (A fee is not required only if the filing 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.) *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 the disclosures provided in a prior cover page. The information required in 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). (Continued on following page(s)) Page 1 of 12 Pages ________________________________________________________________ 13G CUSIP NO. 517235107 PAGE 2 OF 12 PAGES ______________________________________________________________ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON OPPENHEIMER GROUP, INC. I.R.S. NO. 13-3331657 ______________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) X ______________________________________________________________ 3 SEC USE ONLY ______________________________________________________________ 4 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ______________________________________________________________ NUMBER OF 5 SOLE VOTING POWER SHARE 3,106,140 _______________________________________________ BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 0 _______________________________________________ EACH 7 SOLE DISPOSITIVE POWER REPORTING 3,106,140 _______________________________________________ PERSON 8 SHARED DISPOSITIVE POWER WITH 0 ______________________________________________________________ 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,106,140 ______________________________________________________________ 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ______________________________________________________________ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 14.062% ______________________________________________________________ 12 TYPE OF REPORTING PERSON HC _____________________________________________________________ PAGE ________________________________________________________________ 13G CUSIP NO. 517235107 PAGE 3 OF 12 PAGES ______________________________________________________________ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON OPPENHEIMER & CO., INC. I.R.S. NO. 13-2798343 ______________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) X ______________________________________________________________ 3 SEC USE ONLY ______________________________________________________________ 4 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ______________________________________________________________ NUMBER OF 5 SOLE VOTING POWER SHARE 3,106,140 _______________________________________________ BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 0 ______________________________________________ EACH 7 SOLE DISPOSITIVE POWER REPORTING 3,106,140 _______________________________________________ PERSON 8 SHARED DISPOSITIVE POWER WITH 0 ______________________________________________________________ 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,106,140 ______________________________________________________________ 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ______________________________________________________________ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 14.062% ______________________________________________________________ 12 TYPE OF REPORTING PERSON BD _____________________________________________________________ PAGE ______________________________________________________________ 13G CUSIP NO. 517235107 PAGE 4 OF 12 PAGES ______________________________________________________________ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON OPPENHEIMER HORIZON MANAGEMENT, L.P. I.R.S. NO. 13-3438089 ______________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) X ______________________________________________________________ 3 SEC USE ONLY ______________________________________________________________ 4 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ______________________________________________________________ NUMBER OF 5 SOLE VOTING POWER SHARE 1,429,752 _______________________________________________ BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 0 _______________________________________________ EACH 7 SOLE DISPOSITIVE POWER REPORTING 1,429,752 _______________________________________________ PERSON 8 SHARED DISPOSITIVE POWER WITH 0 ______________________________________________________________ 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,429,752 ______________________________________________________________ 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ______________________________________________________________ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.473% ______________________________________________________________ 12 TYPE OF REPORTING PERSON IA ______________________________________________________________ PAGE ______________________________________________________________ 13G CUSIP NO. 517235107 PAGE 5 OF 12 PAGES ______________________________________________________________ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON OPPENHEIMER INSTITUTIONAL HORIZON MANAGEMENT, L.P. I.R.S. NO. 13-3552632 ______________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) X ______________________________________________________________ 3 SEC USE ONLY ______________________________________________________________ 4 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ______________________________________________________________ NUMBER OF 5 SOLE VOTING POWER SHARE 1,386,468 _______________________________________________ BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 0 _______________________________________________ EACH 7 SOLE DISPOSITIVE POWER REPORTING 1,386,468 _______________________________________________ PERSON 8 SHARED DISPOSITIVE POWER WITH 0 ______________________________________________________________ 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,386,468 ______________________________________________________________ 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ______________________________________________________________ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.277% ______________________________________________________________ 12 TYPE OF REPORTING PERSON IA ______________________________________________________________ PAGE Page 6 of 12 Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Check the following box if a fee is being paid with this Statement Item 1(b) Name of Issuer: Larizza Industries, Inc. Item 1(b) Address of Issuer's Principal Executive Offices: Suite 1040 201 West Big Beaver Road, Troy, MI 48084 Item 2(a) Name of Person Filing: Oppenheimer Group, Inc. Item 2(b) Address of Principal Business Office: Oppenheimer Tower, World Financial Center New York, New York 10281 Item 2(c) Citizenship: Organized under the laws of the State of Delaware Item 2(d) Title of Class of Securities: Common Item 2(e) CUSIP Number: 517235107 Item 3(g) ____X____ Parent Holding Company, in accordance with Section 240.13d - 1(b)(1)(ii)(G) See Exhibit I Item 4(a) Amount Beneficially Owned: 3,106,140 * Item 4(b) Percent of Class: 14.062% * * Includes amounts held by Oppenheimer & Co. Inc. ("Oppenheimer") for itself and as agent for Oppenheimer Horizon Management, L.P., Oppenheimer Institutional Horizon Management, L.P. and International Horizon Management, L.P. (collectively, the "Partnerships"). (Oppenheimer and the Partnerships are hereinafter sometimes referred to as the "Reporting Persons"). Page 7 of 12 Pages Item 4(c)(i) Sole Power to Vote or to direct the vote - 1,386,468 * Item 4(c)(ii) Shared power to vote or to direct the vote - 0 Item 4(c)(iii) Sole power to dispose or to direct the disposition of - 1,386,468 * Item 4(c)(iv) Shared power to dispose or to direct the disposition of - 0 Item 5 Ownership of Five Percent or Less of a Class: Inapplicable Item 6 Ownership of More than Five Percent on Behalf of Another Person: See Exhibit A Hereto Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: See Exhibit II Item 8 Identification and Classification of Members of the Group: Inapplicable Item 9 Notice of Dissolution of Group: Inapplicable Item 10 Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. 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. Date: February 13, 1995 Signature: By: /s/ Robert I. Kleinberg Name/Title: Robert I. Kleinberg, Vice President/Secretary * Includes amounts held by Oppenheimer & Co. Inc. ("Oppenheimer") for itself and as agent for Oppenheimer Horizon Management, L.P., Oppenheimer Institutional Horizon Management, L.P. and International Horizon Management, L.P. (collectively, the "Partnerships"). (Oppenheimer and the Partnerships are hereinafter sometimes referred to as the "Reporting Persons"). Page 8 of 12 pages EXHIBIT I Oppenheimer Group, Inc. ("Oppenheimer Group") is a holding company which owns directly and indirectly a variety of subsidiary companies ("Subsidiaries") including the companies identified on the exhibit to this Schedule 13G engaged in various aspects of the financial services business. 83.39% of the issued and outstanding Common Stock of Oppenheimer Group is owned by Oppenheimer & Co., L.P., ("Oppenheimer LP"), a limited partnership formed by the management of Oppenheimer. The general and limited partnership interests in Oppenheimer LP are owned by employees of Oppenheimer & Co., Inc. ("Opco") and its affiliates and include the executive officers of Opco. 16.61% of Group's capital stock has been issued to certain Oppenheimer LP warrantholders upon presentation for exercise of warrants issued to various investors in Oppenheimer LP's 1986 Private Placement. Opco, a diversified investment banking and securities firm, is a wholly-owned subsidiary of Oppenheimer Holdings, Inc. ("Holdings"), an indirect wholly-owned subsidiary of Group. Holdings is a general partner of Oppenheimer Horizon Management, L.P., Oppenheimer Institutional Horizon Management, L.P. and International Horizon Management, L.P., management limited partnerships, each being, in turn, a registered investment adviser to a limited partnership and/or fund in which clients of Oppenheimer are solicited to invest. PAGE Page 9 of 12 Pages The amendment to Schedule 13G is being filed by Oppenheimer Group as a parent holding company pursuant to the provisions of Rule 13(d) - (1) (b) on behalf of Oppenheimer LP and the Subsidiaries and/or certain investment advisory clients or discretionary accounts of the Subsidiaries and relating to their collective beneficial ownership of shares of common stock of the Issuer. Management of the affairs of Oppenheimer Group, the Subsidiaries and of certain advisory clients including decisions respecting dispositions and/or voting of the shares of the common stock of the Issuer resides in respective officers and directors of the Subsidiaries and is not directed by Oppenheimer Group or Oppenheimer LP. Accordingly, the filing of this amendment to Schedule 13G by Oppenheimer Group is not intended as, and should not be deemed, an acknowledgment of beneficial ownership or shared voting or dispositive power by Oppenheimer Group, Oppenheimer LP or any intermediary company of the shares of the common stock of the Issuer owned by such Subsidiaries or investment advisory clients of investment advisory clients, such beneficial ownership or attribution or shared voting or dispositive power being disclaimed. mik8-exhibit.I Page 10 of 12 Pages EXHIBIT A The Board of Directors, certain officers and other employees of Oppenheimer & Co., Inc., a registered broker-dealer, have the power to direct the use of dividends or proceeds of sale of more than 5% of such securities as disclosed on Page 3 hereof. The General Partner of Oppenheimer Horizon Management, L.P. and certain persons to whom it has delegated the authority, have the power on behalf of Oppenheimer Horizon Management, L.P. to direct the use of dividends or proceeds of sale of more than 5% of these securities. The General Partner of Oppenheimer Institutional Horizon Management, L.P. and certain persons to whom it has delegated the authority, have the power on behalf of Oppenheimer Institutional Horizon Management, L.P. to direct the use of dividends or proceeds of sale of more than 5% of these securities. The General Partner of International Horizon Management, L.P. and certain persons to whom it has delegat- ed the authority, have the power on behalf of International Horizon Management, L.P. to direct the use of dividends or proceeds of sale of less than 5% of these securities. PAGE Page 11 of 12 Pages EXHIBIT II The Parent Holding Company is filing on behalf of Oppenheimer Financial Corp., Oppenheimer Equities, Inc. and Oppenheimer Hold- ings, Inc. which would be classified as Item 3(g), Oppenheimer & Co., Inc. which would be classified as Item 3(a), and Oppenheimer Horizon Management, L.P., Oppenheimer Institutional Horizon Manage- ment, L.P. and International Horizon Management, L.P. which would be classified as Item 3(e). MIK8-EX-IIA Page 12 of 12 Pages EXHIBIT III The undersigned hereby acknowledge and agree that a report on Schedule 13G being filed by Oppenheimer Group, Inc. on or about the date hereof, relating to the common stock of Larizza Indus- tries, Inc. is filed on behalf of the undersigned. DATED: February 1, 1995 OPPENHEIMER & CO., INC. By: /s/ Robert I. Kleinberg Robert I. Kleinberg Executive Vice President & Secretary OPPENHEIMER HORIZON MANAGEMENT, L.P. By: Oppenheimer Holdings, Inc., Its General Partner By: /s/ Robert I. Kleinberg Robert I. Kleinberg Vice President & Secretary OPPENHEIMER INSTITUTIONAL HORIZON MANAGEMENT, L.P. By: Oppenheimer Holdings, Inc., Its General Partner By: /s/ Robert I. Kleinberg Robert I. Kleinberg Vice President & Secretary DATED: February 1, 1995 MIK8-LARIZZA.195 -----END PRIVACY-ENHANCED MESSAGE-----