-----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, VvKTfNsVJvVfyAXFdQzEru1VU4IFrlLp+ZR2f5MMMv0Olu0m3sSFa7UZnnS0FTmz e1qYy4Tc9IFv7IUyMtssSg== 0001227846-04-000006.txt : 20040322 0001227846-04-000006.hdr.sgml : 20040322 20040322203106 ACCESSION NUMBER: 0001227846-04-000006 CONFORMED SUBMISSION TYPE: 5 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040322 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SMOLYANSKY JULIE CENTRAL INDEX KEY: 0001227846 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17363 FILM NUMBER: 04683581 BUSINESS ADDRESS: STREET 1: C/O LIFE WAY FOODS STREET 2: 6431 W OAKTON STREET CITY: MORTON GROVE STATE: IL ZIP: 60053 BUSINESS PHONE: 8479671010 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LIFEWAY FOODS INC CENTRAL INDEX KEY: 0000814586 STANDARD INDUSTRIAL CLASSIFICATION: DAIRY PRODUCTS [2020] IRS NUMBER: 363442829 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6431 W OAKTON CITY: MORTON GROVE STATE: IL ZIP: 60053 BUSINESS PHONE: 7089671010 MAIL ADDRESS: STREET 1: 6431 W OAKTON CITY: MORTON GROVE STATE: IL ZIP: 60053 5 1 primary_doc.xml PRIMARY DOCUMENT X0201 5 2003-12-31 0 0 1 0000814586 LIFEWAY FOODS INC LWAY 0001227846 SMOLYANSKY JULIE LIFEWAY FOODS INC. 6431 OAKTON ST. MORTON GROVE IL 60053 1 1 0 0 President & CEO Common stock, no par value 2002-06-10 5 W 0 L 712712 5.1 A 697046 I Inheritance Common stock, no par value 2002-12-10 4 S 0 L 15667 7.2 D 697046 I Inheritance Common stock, no par value 2003-12-18 5 G 0 1500 14.07 A 81500 D Michael Smolyansky, founder and former President and CEO of the Issuer, died on 6/9/2002. Pursuant to Michael Smolyansky's Last Will and Testament (attached as Exhibit 20.1 to the Schedule 13D filed by Julie Smolyansky on 4/30/2003), Julie Smolyansky was entitled to one-third of the shares of common stock of the Issuer owned by Michael Smolyansky and currently held in the Estate of Michael Smolyansky (the "Estate Shares"). Ludmila Smolyansky, Julie's mother, is the executor of the Estate. Under the Will, Julie was entitled to one-third of the Estate Shares. On 6/10/2002, the total amount of the Estate Shares was 2,138,138. Accordingly, on June 10, 2002, Julie acquired an indirect pecuniary interest in 712,712 of the Estate Shares. On 6/10/2002, the closing stock price for publicly traded common stock of the Issuer was $5.10 per share. On 12/10/2002, as disclosed on that certain Schedule 13D/A filed by Julie on 4/30/2003, the Issuer redeemed 47,000 Estate Shares at $7.20 per share (the "Estate Redemption") under a stock redemption program authorized by a resolution of its Board. The total amount of Estate Shares was reduced from 2,138,138 to 2,091,138 by the Estate Redemption. Accordingly, Julie's indirect pecuniary interest in one-third of the Estate Shares also was proportionately reduced from 712,712 shares to 697,046 shares. The funds received by the Estate as a result of the Estate Redemption were used entirely to defray the Estate's administrative and legal costs. Julie's total share ownership for the fiscal year of the Issuer ended 12/31/2003 was 778,546, comprised of 697,046 shares indirectly owned and 81,500 shares directly owned. As described more fully elsewhere in this report, Julie disclaims the indirect pecuniary interest in the Estate Shares attributable to her under Section 16 of the Securities Exchange Act of 1934. Pursuant to the Estate Redemption, Julie's indirect pecuniary interest was reduced by one-third of 47,000 or approximately 15,667 shares of the common stock of the Issuer. This transaction previously was reported in the Form 4 filed by Julie Smolyansky on 12/18/2003. Michael Smolyansky, founder and former CEO of the Issuer ("Michael") died on 6/9/2002. Ludmila Smolyansky, Julie Smolyansky's mother, is the executor of the Estate of Michael Smolyansky. After Michael's death, Julie had an indirect pecuniary interest (as defined in Rule 16a-1(a)(2)(ii) under the Securities Exchange Act of 1934) in a certain amount of shares of the common stock of the Issuer pursuant to the terms of that certain Last Will and Testament of Michael, dated 2/2/1990(the "Will") and attached as Exhibit 20.1 to the Schedule 13D filed by Julie on 4/30/2003. Under the Will, Julie was entitled to receive one-third of the common stock of the Issuer owned by her father, Michael (the "Estate Shares"). On 3/5/2003, pursuant to the Illinois Probate Act and the Internal Revenue Code of the United States, Julie executed a Disclaimer (the "Disclaimer") wherein she disclaimed his interest in one-third of the Estate Shares. The Disclaimer was filed with the Probate Division of the Circuit Court of Cook County, Illinois on 3/10/2003. Pursuant to the Disclaimer, no Estate Shares have been distributed to Julie. Accordingly, Julie no longer has an indirect pecuniary interest in one-third of the Estate Shares and disclaims the indirect pecuniary interest in the Estate Shares attributable to her under Section 16 of the Securities Exchange Act of 1934. Julie Smolyansky 2004-03-22 -----END PRIVACY-ENHANCED MESSAGE-----