-----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, TTZgr1iTjKcelBElYq5xUEer/0F8a/7hA/3p3PHXbWZ1ueNbfRWjFWG8KH82TKW6 tdB8qP5RVESPGT3Fs3qI1A== 0000950123-02-002241.txt : 20020415 0000950123-02-002241.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950123-02-002241 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020307 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MILLER LLOYD I III CENTRAL INDEX KEY: 0000949119 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4650 GORDON DRIVE CITY: NAPLES STATE: FL ZIP: 33940 BUSINESS PHONE: 9412628577 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYNERGY BRANDS INC CENTRAL INDEX KEY: 0000870228 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & GENERAL LINE [5141] IRS NUMBER: 222993066 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42354 FILM NUMBER: 02568869 BUSINESS ADDRESS: STREET 1: 40 UNDERHILL BLVD CITY: SYOSSET STATE: NY ZIP: 11791 BUSINESS PHONE: 5166821980 MAIL ADDRESS: STREET 1: 40 UNDERHILL BLVD CITY: SYOSSET STATE: NY ZIP: 11791 FORMER COMPANY: FORMER CONFORMED NAME: KRANTOR CORP DATE OF NAME CHANGE: 19930328 FORMER COMPANY: FORMER CONFORMED NAME: DELTA VENTURES INC DATE OF NAME CHANGE: 19600201 SC 13D/A 1 y58165sc13da.txt AMENDMENT NO. 2 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (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. 2)* Synergy Brands, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 87159E303 - -------------------------------------------------------------------------------- (CUSIP Number) Lloyd I. Miller, III, 4550 Gordon Drive, Naples, Florida, 34102 (Tel.) (941) 262-8577 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 27, 2002 - -------------------------------------------------------------------------------- (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 that 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 for other parties to whom copies are to be sent. (Continued on following pages) Page 1 of 5 pages - --------------------- * 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 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). CUSIP NO. 87159E303 13D PAGE 2 OF 5 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lloyd I. Miller, III ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF-OO** - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 584,352*** SHARES ------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 412,156*** EACH ------------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON 584,352*** WITH ------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 412,156*** - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 996,508 [ ] - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN-IA-OO** - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! **SEE RESPONSE TO ITEM 3 IN THE ORIGINAL SCHEDULE 13D. ***SEE RESPONSE TO ITEM 5, HEREIN. Page 3 of 5 AMENDMENT NO. 2 TO THE ORIGINAL REPORT ON SCHEDULE 13D Item 1. Security and Issuer This constitutes Amendment No. 2 (the "Amendment") to the Statement (the "Statement") on Schedule 13D, filed on behalf of Lloyd I. Miller, III ("Miller"), dated September 26, 2001, relating to the Common Stock, par value $0.001 (the "Shares") of Synergy Brands, Inc. (the "Company"). The Company has its principal executive offices at 1175 Walt Whitman Rd., Melville, NY 11747. The purpose of this Amendment is to report that since the filing of Amendment No. 1 to the Statement on February 11, 2002 ("Amendment No. 1"), Miller purchased additional shares and a material change occurred in the percentage of Shares beneficially owned by Miller. On the date of the filing of Amendment No. 1, the number of issued and outstanding Shares beneficially owned by Miller was 5,062,809 (including the 100,000 Shares which Miller does not actually own, but has a right to purchase with respect to the warrants Miller beneficially owns, the "Warrants"), and the percentage of Shares beneficially owned by Miller was 18.5%. As a result of additional purchases, Miller has acquired more than 1% of the outstanding Shares of the Company since the filing of Amendment No. 1. Item 4. is hereby amended and restated as follows: Item 4. Purpose of the Transaction Miller considers his beneficial ownership reported herein of the 996,508 Shares as an investment in the ordinary course of business. From time to time, Miller may acquire additional securities of the Company or dispose of all or some of the securities of the Company which he beneficially owns. Miller is party to a letter agreement between Miller and Mair Faibish ("Faibish") (chairman of the Company), which among other things, requires (i) Faibish to use reasonable efforts to cause to be nominated for election to the board of directors of the Company (the "Board") one individual designated by Miller, subject to certain qualification, and (ii) gives Miller the right upon his request to receive consulting fees not to exceed $10,000 from the Company. The letter agreement is attached to the Statement as Exhibit 99.5 and hereby incorporated by reference. Miller may have plans or proposals that relate to a change in the present Board, pursuant to the aforementioned letter agreement. Miller has filed this report because a material change occurred in the percentage of Shares beneficially owned by Miller. Item 5. Is hereby amended and restated as follows: Item 5. Interest in Securities of the Issuer (a) Miller is deemed to beneficially own 996,508 Shares (19.7% of the outstanding Shares, based on 5,062,089 Shares outstanding, including the Warrants). As of the date hereof, 263,148 of such beneficially owned Shares are owned of record by Trust A-4; 47,008 of such beneficially owned Shares are owned of record by Trust C; 300,000 of such beneficially owned Shares are owned of record by Milfam I, L.P. (including 60,000 Warrants); 82,400 of such beneficially owned Shares are owned of record by Milfam II, L.P.; 201,952 of such beneficially owned Shares are owned of record by Miller directly (including 20,000 Warrants); and 102,000 of such beneficially owned Shares are owned of record by Dail Miller (including 20,000 Warrants). (b) Miller has or may be deemed to have shared voting power and shared dispositive power for all such shares held of record by the Trusts and Dail Miller. Miller has or may be deemed to have sole voting power and sole dispositive power for all such shares held of record by Milfam I, L.P., Milfam II, L.P. and Miller directly. (c) The table below details the purchases of Shares by Trust A-4, Milfam II, L.P. and Lloyd I. Miller, III directly effected by Miller in the past 60 days. Page 4 of 5 TRUST A-4
Date of Transaction Number of Shares Purchased Price Per Share February 1, 2002 4,500 $1.35 February 4, 2002 5,600 $1.25 February 27, 2002 10,000 $1.33
LLOYD I. MILLER, III
Date of Transaction Number of Shares Purchased Price Per Share February 25, 2002 20,000 $1.25
MILFAM II, L.P.
Date of Transaction Number of Shares Purchased Price Per Share February 6, 2002 10,300 $1.25
(d) Persons other than Miller have the right to receive and the power to direct the receipt of dividends from, or the proceeds from, the sale of, such securities. Page 5 of 5 After reasonable inquiry and to the best knowledge and belief of the undersigned, I certify that the information set forth in this statement is true, complete and correct. Dated: March 7, 2002 /s/ Lloyd I. Miller, III -------------------------------- Lloyd I. Miller, III -----END PRIVACY-ENHANCED MESSAGE-----