UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
--------------------
SCHEDULE 13-D/A
(Amendment No. 2)
Under the Securities Exchange Act of 1934
E-Z-EM, INC.
(Name of Issuer)
Class A Common Stock, par value $0.10 per share
(Title of Class of Securities)
269305207
(CUSIP Number)
David P. Meyers
1534 North Decatur Road
Suite 202
Atlanta, Georgia 30307
(404) 371-0563
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 22, 2002
(Date of event Which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13-G to
report the acquisition which is the subject of this Schedule 13-D,
and is filing this Schedule because of Rule 13d-1 (b) or (4), check the
following box. [ ]
CUSIP NO. 269305207
(1) Name of Reporting David P. Meyers
Persons. I.R.S.Identification
Nos. of Above Persons
(Entities Only)
(2) Check the Appropriate
Box if a Member of a (a) X
Group (b)
(3) SEC Use Only
(4) Source of Funds OO
(5) Check if Disclosure
of Legal Proceedings
is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizen or Place of United States
Organization
(7) Sole Voting
Power 156,750 shares
Number of Shares (8) Shared Voting
Beneficially Power None
Owned by Each
Reporting (9) Sole
Person With Dispositive
Power 156,750 shares
(10) Shared
Dispositive
Power None
(11) Aggregate Amount
Beneficially Owned by
Each Reporting Person 296,741.76 shares
(12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares X
(13) Percent of Class 7.4%
Represented by Amount
in Row (11)
(14) Type of Reporting IN
Persons
CUSIP NO. 269305207
(1) Name of Reporting Jonas I. Meyers
Persons. S.S. or
I.R.S.Identification
No. of Above Person
(2) Check the Appropriate
Box if a Member of a (a) X
Group (b)
(3) SEC Use Only
(4) Source of Funds OO
(5) Check if Disclosure
of Legal Proceedings
is Required Pursuant
to Items 2(d) or 3(e)
(6) Citizen or Place of United States
Organization
(7) Sole Voting
Power 156,750 shares
Number of Shares (8) Shared Voting
Beneficially Power None
Owned by Each
Reporting (9) Sole
Person With Dispositive
Power 156,750 shares
(10) Shared
Dispositive
Power None
(11) Aggregate Amount
Beneficially Owned by
Each Reporting Person 296,741.76 shares
(12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares X
(13) Percent of Class 7.4%
Represented by Amount
in Row (11)
(14) Type of Reporting IN
Persons
CUSIP NO. 269305207
(1) Name of Reporting Stuart J. Meyers
Persons. S.S. or
I.R.S.Identification
No. of Above Person
(2) Check the Appropriate
Box if a Member of a (a) X
Group (b)
(3) SEC Use Only
(4) Source of Funds OO
(5) Check if Disclosure
of Legal Proceedings
is Required Pursuant
to Items 2(d) or 3(e)
(6) Citizen or Place of United States
Organization
(7) Sole Voting
Power 156,750 shares
Number of Shares (8) Shared Voting
Beneficially Power 620,906 shares
Owned by Each
Reporting (9) Sole
Person With Dispositive
Power 156,750 shares
(10) Shared
Dispositive
Power 620,906 shares
(11) Aggregate Amount
Beneficially Owned by
Each Reporting Person 296,741.76 shares
(12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares X
(13) Percent of Class 7.4%
Represented by Amount
in Row (11)
(14) Type of Reporting IN
Persons
CUSIP NO. 269305207
(1) Name of Reporting Betty K. Meyers
Persons. S.S. or
I.R.S.Identification
No. of Above Person
(2) Check the Appropriate
Box if a Member of a (a) X
Group (b)
(3) SEC Use Only
(4) Source of Funds PF
(5) Check if Disclosure
of Legal Proceedings
is Required Pursuant
to Items 2(d) or 3(e)
(6) Citizen or Place of United States
Organization
(7) Sole Voting
Power 200,000 shares
Number of Shares (8) Shared Voting
Beneficially Power 620,806 shares
Owned by Each
Reporting (9) Sole
Person With* Dispositive
Power 200,000 shares
(10) Shared
Dispositive
Power 620,806 shares
(11) Aggregate Amount
Beneficially Owned by
Each Reporting Person 200,000 shares
(12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares X
(13) Percent of Class 5.0%
Represented by Amount
in Row (11)
(14) Type of Reporting IN
Persons
CUSIP NO. 269305207
(1) Name of Reporting Meyers Family Limited
Persons. S.S. or Partnership
I.R.S.Identification
No. of Above Person
(2) Check the Appropriate
Box if a Member of a (a) X
Group (b)
(3) SEC Use Only
(4) Source of Funds OO
(5) Check if Disclosure
of Legal Proceedings
is Required Pursuant
to Items 2(d) or 3(e)
(6) Citizen or Place of United States
Organization
(7) Sole Voting
Power 620,806 shares
Number of Shares (8) Shared Voting
Beneficially Power None
Owned by Each
Reporting (9) Sole
Person With* Dispositive
Power 620,806 shares
(10) Shared
Dispositive
Power None
(11) Aggregate Amount
Beneficially Owned by
Each Reporting Person 620,806 shares
(12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares X
(13) Percent of Class 15.5%
Represented by Amount
in Row (11)
(14) Type of Reporting PN
Persons
SCHEDULE 13D/A
INTRODUCTION.
David P. Meyers, Jonas I. Meyers, Stuart J. Meyers, Betty K. Meyers
and the Meyers Family Limited Partnership (collectively, the "Reporting
Persons"), filed an amended Schedule 13D with the Securities and Exchange
Commission (the "Commission") on June 21, 2002, with respect to the
securities of the issuer (the "Existing Statement").
The Reporting Persons is filing this amendment to the Existing
Statement (the "Second Amendment") to disclose, among other things:
(i) David P. Meyers' oral agreement on July 9, 2002 to (a) support a
plan proposed by the Company's Board of Directors to combine the Company's
currently outstanding Class A Common Stock and Class B common stock into a
single class of common stock, as announced by the Company in a press
release issued on July 10, 2002, and (b) to withdraw a shareholder proposal
that he submitted for the Company's 2002 annual meeting of shareholders;
(ii) The Reporting Persons' execution and delivery of an agreement
dated as of July 15, 2002 (the "Stockholders' Agreement"), by and among the
Company, Howard S. Stern, Seth F. Stern, Rachel Stern Graham, David P.
Meyers, Jonas I. Meyers, Stuart J. Meyers, Betty K. Meyers and the Meyers
Family Limited Partnership, pertaining to, among other things, such
reclassification proposal and the voting and disposition of shares of
capital stock of the Company;
(iii) Each member of the Reporting Persons' execution and delivery of
an irrevocable proxy, dated as of July 15, 2002 (the "Irrevocable Proxy"),
in favor of members of a special committee of the Board of Directors of the
Company authorizing them to vote their shares in favor of such
reclassification proposal; and
(iv) the disclaimer by the Reporting Persons of (A) membership in a
"group" within the meaning of Rule 13d-5(b)(1) promulgated pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), by virtue
of their execution and delivery of the Stockholders' Agreement and (b)
beneficial ownership of the shares of common stock of the Company in which
each does not have a pecuniary interest.
By virtue of the execution and delivery of the Stockholders'
Agreement, and the expected performance by the parties of the agreements
and covenants contained therein, all of the parties to such Stockholders'
Agreement (other than the Company) may be deemed to constitute a "group"
within the meaning of Rule 13d-5(b)(1) promulgated by the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). If the parties to the Stockholders' Agreement (other than the
Company) are deemed to constitute a "group," then each such party, as a
member of a "group," would be deemed to own beneficially all of the shares
of common stock of the Company owned in the aggregate by the members of
such group.
Capitalized terms used herein without definition shall have the
respective meanings ascribed to them in the First Amendment.
Item 1. Security and Issuer.
No change from disclosures in Existing Statement.
Item 2. Identity and Background.
No change from disclosures in Existing Statement.
Item 3. Source and Amount of Funds or Other Consideration
No changes from disclosures in Existing Statement.
Item 4. Purpose of the Transaction
No changes from disclosures in Existing Statement, except as set forth
below.
As announced by the Company in a press release issued on July 10,
2002, the Company's Board of Directors authorized management of the Company
to proceed with the necessary steps to implement a plan to combine the
Company's currently outstanding Class A Common Stock and Class B common
stock into a single class of common stock (the "Proposed Transaction"). As
a result of the Proposed Transaction, each outstanding share of Class A
Common Stock and each outstanding share of Class B common stock would be
converted into one share of a newly created class of common stock of the
Company. In connection with the Proposed Transaction, the Company's
certificate of incorporation would be modified to provide for only this
new, single class of common stock and the existing provisions relating to
the Class A Common Stock and the Class B Common Stock would be eliminated.
Following the Proposed Transaction, there would be no super-majority voting
requirements applicable to the Company's new class of common stock, other
than the existing super-majority vote requirement applicable to the removal
of directors which would be retained. Each holder of the Company's new
class of common stock would have one vote per share and all matters brought
before the stockholders of the Company, other than the removal of
directors, would be determined by a majority vote. As announced by the
Company in a press release issued on July 25, 2002, the Company executed a
recapitalization merger agreement, pursuant to which the Proposed
Transaction would be effected by merging a newly formed subsidiary into the
Company, with the Company continuing as the surviving corporation in the
merger. The Company stated that the Proposed Transaction is subject to the
requisite approval of the stockholders and other customary conditions and
that the Company expects to submit the Proposed Transaction to a vote of
its stockholders at the Company's Annual Meeting of Stockholders currently
scheduled for October 15, 2002.
In connection with the Board of Directors' authorization of management
to proceed with the implementation of the Proposed Transaction, the each
member of the Reporting Persons agreed to support the Proposed Transaction,
as disclosed in the Company's July 10, 2002 press release.
Thereafter, as is reported in greater detail under Item 6 hereof, each
member of the Reporting Persons entered into an agreement (the
"Stockholders' Agreement) with Howard S. Stern, Seth F. Stern and Rachel
Stern Graham (collectively, the "Stern Family Members"). Pursuant to the
Stockholders' Agreement, each of the Stern Family Members and each of the
Reporting Persons (i) have agreed, among other things, to vote all of the
shares of the Company's capital stock beneficially owned by them in favor
of the Proposed Transaction and against any other proposal that is
inconsistent with or contrary to the terms and conditions of the Proposed
Transaction, and (ii) in support of such voting agreement, have executed
and delivered the Irrevocable Proxy in favor of Messrs. James L. Katz, Paul
S. Echenberg and Donald A. Meyer, members of the special committee of the
Board of Directors (the "Special Board Committee"), all as more fully
described in Item 6 below.
Pursuant to the Stockholders' Agreement, David P. Meyers, one of the
Reporting Persons, has withdrawn the stockholder proposal referenced in the
Existing Statement.
If the Proposed Transaction is consummated, (i) the Class A Common
Stock and the Class B Common Stock will be delisted from the American Stock
Exchange and the registration of these securities under the Exchange Act
will be terminated and (ii) the new class of common stock to be issued in
the Proposed Transaction will be listed on the American Stock Exchange and
registered under the Exchange Act.
The descriptions of the Stockholders' Agreement and the Irrevocable
Proxy set forth above do not purport to be complete and are qualified in
their entirety by the full text of the Stockholders' Agreement and
Irrevocable Proxy, copies of which are attached hereto as Exhibits 10.3 and
10.4, respectively, and incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
The text of Item 5 of the Existing Statement is amended and restated
in its entirety to read as follows:
(a) David P. Meyers is the direct owner of 156,750 shares (3.9%) of
Class A Common Stock, and has a remainder interest in 154,801 shares of
Class A Common Stock. His mother, Betty K. Meyers, has a life estate in
36,000 of the shares in which Mr. Meyers has a remainder interest and the
Meyers Family Limited Partnership owns the life estate (which is measured
by the life of Betty K. Meyers) in the rest of the shares in which Mr.
Meyers has a remainder interest. Mr. Meyers is the beneficial owner of
139,991.76 shares (3.5%) of Class A Common Stock by virtue of his
beneficial ownership of 22.55% of the Meyers Family Limited Partnership,
which owns 620,806 shares of Class A Common Stock by virtue of the
transaction described in Item 3 herein. Of the shares of Class A Common
Stock owned by the Meyers Family Limited Partnership, 59,622.88 shares are
owned outright and 80,368.88 shares are a life estate only, with the life
estate measured by the life of Betty K. Meyers. Mr. Meyers' beneficial
ownership does not include shares of Class A Common Stock beneficially
owned by his wife or a trust established for the benefit of his children
through their ownership of interests in the Meyers Family Limited
Partnership.
Jonas I. Meyers is the direct owner of 156,750 shares (3.9%) of Class
A Common Stock, and has a remainder interest in 154,801 shares of Class A
Common Stock. His mother, Betty K. Meyers, has a life estate in 36,000 of
the shares in which Mr. Meyers has a remainder interest and the Meyers
Family Limited Partnership owns the life estate (which is measured by the
life of Betty K. Meyers) in the rest of the shares in which Mr. Meyers has
a remainder interest. Mr. Meyers is the beneficial owner of 139,991.76
shares (3.5%) of Class A Common Stock by virtue of his beneficial ownership
of 22.55% of the Meyers Family Limited Partnership, which owns 620,806
shares of Class A Common Stock by virtue of the transaction described in
Item 3 herein. Of the shares of Class A Common Stock owned by the Meyers
Family Limited Partnership, 59,622.88 shares are owned outright and
80,368.88 shares are a life estate only, with the life estate measured by
the life of Betty K. Meyers.
Stuart J. Meyers is the direct owner of 156,750 shares (3.9%) of Class
A Common Stock, and has a remainder interest in 154,801 shares of Class A
Common Stock. His mother, Betty K. Meyers, has a life estate in 36,000 of
the shares in which Mr. Meyers has a remainder interest and the Meyers
Family Limited Partnership owns the life estate (which is measured by the
life of Betty K. Meyers) in the rest of the shares in which Mr. Meyers has
a remainder interest. Mr. Meyers is the beneficial owner of 139,991.76
shares (3.5%) of Class A Common Stock by virtue of his beneficial ownership
of 22.55% of the Meyers Family Limited Partnership, which owns 620,806
shares of Class A Common Stock by virtue of the transaction described in
Item 3 herein. Of the shares of Class A Common Stock owned by the Meyers
Family Limited Partnership, 59,622.88 shares are owned outright and
80,368.88 shares are a life estate only, with the life estate measured by
the life of Betty K. Meyers. Mr. Meyers' beneficial ownership does not
include shares of Class A Common Stock beneficially owned by his wife, his
minor son or a trust established for the benefit of his children through
their ownership of interests in the Meyers Family Limited Partnership.
Betty K. Meyers is the direct owner of 200,000 shares (5.0%) of Class
A Common Stock, of which Ms. Meyers only has a life estate in 108,000 of
the shares.
The Meyers Family Limited Partnership owns 620,806 shares (15.5%) of
Class A Common Stock, of which it only as a life estate in 356,403 such
shares, with the life estate measured by the life of Betty K. Meyers.
Notwithstanding the foregoing, if the Reporting Persons and the Stern
Family Members are deemed to constitute a "group" within the meaning of
Section 13(d)(3) of the Exchange Act and Rule 13d-5(b) promulgated by the
Commission thereunder, then each of the Reporting Persons may deemed to
beneficially own an additional 1,276,186 shares of Class A Common Stock
owned in the aggregate by the Stern Family Members, or an additional 31.9%
of the shares of Class A Common Stock issued and outstanding. Each of the
Reporting Persons expressly disclaims beneficial ownership of the shares of
Class A Common Stock owned and held by the Stern Family Members and the
other Reporting Persons.
David P. Meyers disclaims beneficial ownership of any shares of Class
A Common Stock beneficially owned by his wife, Christi Meyers, or the David
Meyers Children's Trust by the virtue of their ownership interests in the
Meyers Family Limited Partnership. Stuart J. Meyers disclaims beneficial
ownership of any shares of Class A Common Stock beneficially owned by his
wife, Sara Meyers, or the Sara and Stuart Meyers Children's Trust by the
virtue of their ownership interests in the Meyers Family Limited
Partnership.
All percentages herein are calculated based upon 4,001,958 shares of
Class A Common Stock outstanding as of April 9, 2002, as set forth in
Company's Form 10-Q for the quarterly period ended March 2, 2002, filed
with the Commission on April 16, 2002.
(b) Subject to the restrictions set forth in the Stockholders'
Agreement, David P. Meyers may be deemed to have the sole power to dispose
of (and direct the disposition of) the 156,750 shares of Class A Common
Stock owned by him. As a result of the execution and delivery of the
Irrevocable Proxy, David P. Meyers may be deemed to share with the members
of the Special Board Committee the power to vote (and direct the vote of)
the 156,750 shares of Class A Common Stock owned by him and subject to the
Irrevocable Proxy, but only to the extent set forth in the Irrevocable
Proxy. In addition, as a result of the voting agreements contained in the
Stockholders' Agreement, each of the Reporting Persons may be deemed to
share with each other and the Stern Family Members the power to vote (and
direct the vote of) the 2,567,242 shares of Class A Common Stock owned in
the aggregate by the parties to such agreement, but only with respect to
the matters and to the extent set forth in such Stockholders' Agreement.
Except to the extent set forth in either the Irrevocable Proxy or the
Stockholders' Agreement, David P. Meyers may be deemed to have the sole
power to vote (and direct the vote of) the 156,750 shares of Class A Common
Stock owned by him.
Subject to the restrictions set forth in the Stockholders' Agreement,
Jonas I. Meyers may be deemed to have the sole power to dispose of (and
direct the disposition of) the 156,750 shares of Class A Common Stock owned
by him. As a result of the execution and delivery of the Irrevocable
Proxy, Jonas I. Meyers may be deemed to share with the members of the
Special Board Committee the power to vote (and direct the vote of) the
156,750 shares of Class A Common Stock owned by him and subject to the
Irrevocable Proxy, but only to the extent set forth in the Irrevocable
Proxy. In addition, as a result of the voting agreements contained in the
Stockholders' Agreement, each of the Reporting Persons may be deemed to
share with each other and the Stern Family Members the power to vote (and
direct the vote of) the 2,567,242 shares of Class A Common Stock owned in
the aggregate by the parties to such agreement, but only with respect to
the matters and to the extent set forth in such Stockholders' Agreement.
Except to the extent set forth in either the Irrevocable Proxy or the
Stockholders' Agreement, Jonas I. Meyers may be deemed to have the sole
power to vote (and direct the vote of) the 156,750 shares of Class A Common
Stock owned by him.
Subject to the restrictions set forth in the Stockholders' Agreement,
Stuart J. Meyers may be deemed to have the sole power to dispose of (and
direct the disposition of) the 156,750 shares of Class A Common Stock owned
by him, and the shared power to dispose of (and direct the disposition of)
620,806 shares of Class A Common Stock owned by the Meyers Family Limited
Partnership by virtue of his position as co-trustee of the trust that
serves as sole general partner thereof. As a result of the execution and
delivery of the Irrevocable Proxy, Stuart J. Meyers may be deemed to share
with the members of the Special Board Committee the power to vote (and
direct the vote of) the 156,750 shares of Class A Common Stock owned by him
and subject to the Irrevocable Proxy, but only to the extent set forth in
the Irrevocable Proxy. In addition, as a result of the voting agreements
contained in the Stockholders' Agreement, each of the Reporting Persons may
be deemed to share with each other and the Stern Family Members the power
to vote (and direct the vote of) the 2,567,242 shares of Class A Common
Stock owned in the aggregate by the parties to such agreement, but only
with respect to the matters and to the extent set forth in such
Stockholders' Agreement. Except to the extent set forth in either the
Irrevocable Proxy or the Stockholders' Agreement, Stuart J. Meyers may be
deemed to have the sole power to vote (and direct the vote of) the 156,750
shares of Class A Common Stock owned by him, and the shared power to vote
620,806 shares of Class A Common Stock owned by the Meyers Family Limited
Partnership by virtue of his position as co-trustee of the trust that
serves as sole general partner thereof. In addition, Mr. Meyers may be
considered to have the power to direct the vote and disposition of 100
shares of Class A Common Stock owned by his son, Jonas Saul Meyers,
although such shares are held in a custodial account of which Mr. Meyers is
not the custodian.
Subject to the restrictions set forth in the Stockholders' Agreement,
Betty K. Meyers may be deemed to have the sole power to dispose of (and
direct the disposition of) the 200,000 shares of Class A Common Stock owned
by her, and the shared power to dispose of (and direct the disposition of)
620,806 shares of Class A Common Stock owned by the Meyers Family Limited
Partnership by virtue of her position as co-trustee of the trust that
serves as sole general partner thereof. As a result of the execution and
delivery of the Irrevocable Proxy, Betty K. Meyers may be deemed to share
with the members of the Special Board Committee the power to vote (and
direct the vote of) the 200,000 shares of Class A Common Stock owned by her
and subject to the Irrevocable Proxy, but only to the extent set forth in
the Irrevocable Proxy. In addition, as a result of the voting agreements
contained in the Stockholders' Agreement, each of the Reporting Persons may
be deemed to share with each other and the Stern Family Members the power
to vote (and direct the vote of) the 2,567,242 shares of Class A Common
Stock owned in the aggregate by the parties to such agreement, but only
with respect to the matters and to the extent set forth in such
Stockholders' Agreement. Except to the extent set forth in either the
Irrevocable Proxy or the Stockholders' Agreement, Betty K. Meyers may be
deemed to have the sole power to vote (and direct the vote of) the 200,000
shares of Class A Common Stock owned by her, and the shared power to vote
620,806 shares of Class A Common Stock owned by the Meyers Family Limited
Partnership by virtue of her position as co-trustee of the trust that
serves as sole general partner thereof.
Subject to the restrictions set forth in the Stockholders' Agreement,
the Meyers Family Limited Partnership may be deemed to have the sole power
to dispose of (and direct the disposition of) the 620,806 shares of Class A
Common Stock owned by it. As a result of the execution and delivery of the
Irrevocable Proxy, the Meyers Family Limited Partnership may be deemed to
share with the members of the Special Board Committee the power to vote
(and direct the vote of) the 620,806 shares of Class A Common Stock owned
by it and subject to the Irrevocable Proxy, but only to the extent set
forth in the Irrevocable Proxy. In addition, as a result of the voting
agreements contained in the Stockholders' Agreement, each of the Reporting
Persons may be deemed to share with each other and the Stern Family Members
the power to vote (and direct the vote of) the 2,567,242 shares of Class A
Common Stock owned in the aggregate by the parties to such agreement, but
only with respect to the matters and to the extent set forth in such
Stockholders' Agreement. Except to the extent set forth in either the
Irrevocable Proxy or the Stockholders' Agreement, the Meyers Family Limited
Partnership may be deemed to have the sole power to vote (and direct the
vote of) the 620,806 shares of Class A Common Stock owned by it.
Management of the Meyers Family Limited Partnership is controlled by Betty
K. Meyers and Stuart J. Meyers, who are co-trustees of a trust that serves
as the sole general partner of the Meyers Family Limited Partnership.
Each of the Reporting Persons expressly disclaims beneficial ownership
of the shares of Class A Common Stock owned and held by the Stern Family
Members and the other Reporting Persons.
The identity and background information required by Item 2 with
respect to the members of the Special Board Committee is set forth in Item
2 to that certain Schedule 13D of such persons that was filed with the
Commission on July 25, 2002 (the "Special Board Committee Schedule 13D").
The identity and background information required by Item 2 with respect to
the Stern Family Members is set forth in Item 2 of the Schedule 13D of such
persons filed with the Commission on July 30, 2002 (the "Stern Family
Schedule 13D"). The Reporting Persons make no representations or warranties
with respect to the accuracy or completeness of the identity and background
information contained in the Special Board Committee Schedule 13D and the
Stern Family Schedule 13D and incorporated herein by reference.
(c) Except as otherwise disclosed herein, during the past 60
days, none of the Reporting Persons has effected any transaction in the
Class A Common Stock.
(d) In addition, to the beneficial ownership of David P. Meyers,
Stuart J. Meyers and Jonas I. Meyers in the Meyers Family Limited
Partnership as disclosed above, the following persons own beneficial
interests in the Meyers Family Limited Partnership, and therefore have the
right to receive dividends or the proceeds of the sale of securities held
by said entity:
Sara Meyers 7.12%
Christi Meyers 7.12%
The Sara and Stuart Meyers Children's Trust 16.59%
David Meyers Children's Trust 1.53%
Sara Meyers is the wife of Stuart J. Meyers. Christi Meyers is the wife of
David P. Meyers. The trustee of the Sara and Stuart Meyers Children's
Trust is an individual that is not related to the Reporting Persons. The
trustee of the David Meyers Children's Trust is an individual that is not
related to the Reporting Persons.
(e) None
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
No changes from disclosures in Existing Statement, except as set forth
below.
The following paragraphs are hereby added to the end of Item 6 of the
Existing Statement:
Effective on July 15, 2002, the Stern Family Members and the Reporting
Persons entered into a Stockholders' Agreement pursuant to which each of
the parties agreed to: (i) to vote all of the shares of the Company's
capital stock beneficially owned by them in favor of the Proposed
Transaction and against any other proposal that is inconsistent with or
contrary to the terms and conditions of the Proposed Transaction at any
stockholders meeting of the Company or in connection with any consent
solicitation relating to the Company; (ii) until the earlier of the
consummation of the Proposed Transaction or December 31, 2002, not to sell,
dispose or otherwise transfer any of the shares of the Company's capital
stock beneficially owned by them, subject to certain limited exceptions;
(iii) to provide irrevocable proxies to the Special Board Committee, and
each member thereof, to vote the shares of the Company's capital stock
beneficially owned by them in favor of the Proposed Transaction; (iv) (a)
to irrevocably withdraw certain stockholder proposals submitted to the
Company for inclusion in the Company's proxy statement for the Company's
2002 Annual Meeting, including the stockholder proposal submitted by David
P. Meyers, one of the Reporting Persons, and described in the Existing
Statement, (b) not to submit any stockholder proposal to the Company
similar to such proposals prior to July 15, 2004, and (c) to vote all of
the shares of the Company's capital stock beneficially owned by them
against any such stockholder proposal during such two-year period; and (v)
to negotiate in good faith in an effort to enter into an additional
stockholders' agreement on or before December 1, 2002.
Pursuant to the Stockholders' Agreement, the Reporting Persons
delivered to the Company executed counterpart signature pages to the
Irrevocable Proxy providing for a grant of a proxy in favor of the Special
Board Committee, and each member thereof, to vote the shares of the
Company's capital stock beneficially owned by the Reporting Persons and the
other stockholders signatory to the Stockholders' Agreement in favor of the
Proposed Transaction and against any other proposal that is inconsistent
with or contrary to the terms and conditions of the Proposed Transaction.
The descriptions of the Stockholders' Agreement and the Irrevocable
Proxy set forth above do not purport to be complete and are qualified in
their entirety by the full text of the Stockholders' Agreement and the
Irrevocable Proxy, copies of which is attached hereto as Exhibits 10.3 and
10.4, respectively, and incorporated herein by reference.
Item 7. Materials to be Filed as Exhibits
Exhibit No. Description
10.1. Promissory Note dated June 7, 2002 by Meyers Family
Limited Partnership.*
10.2. Stock Pledge Agreement dated June 7, 2002 by and
between Meyers Family Limited Partnership and Betty
Kramer Meyers.*
10.3 Stockholders' Agreement dated July 15, 2002.
10.4 Form of Irrevocable Proxy.
* Incorporated by reference from the Reporting Person's Schedule 13D/A
filed on or about June 21, 2002.
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.
/s/ David P. Meyers
David P. Meyers, Individually
/s/ Jonas I. Meyers
Jonas I. Meyers, Individually
/s/ Stuart J. Meyers
Stuart J. Meyers, Individually
/s/ Betty K. Meyers
Betty K. Meyers, Individually
MEYERS FAMILY LIMITED PARTNERSHIP,
a Louisiana Limited Partnership
By: Meyers Management Trust,
General Partner
By: /s/ Stuart J. Meyers
Name: Stuart J. Meyers
Title: Co-Trustee
Dated: July 22, 2002