UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* 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 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Introduction

 

This Amendment No. 4 (“Amendment No. 4”) amends the statement on Schedule 13D dated November 21, 1990 (the “Original Statement”), as amended by Amendment No. 1 dated March 29, 1991 (“Amendment No. 1”), Amendment No. 2 dated June 11, 1993 (“Amendment No. 2”) and Amendment No. 3 dated August 29, 1994 (“Amendment No. 3”) (the Original Statement, Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4 are sometimes referred to herein collectively as this “statement on Schedule 13D”), relating to the common stock, par value $.005 per share (“Common Stock”), of Hansen Natural Corporation, a Delaware corporation (formerly known as Unipac Corporation) (the “Company”).

 

The text of the Original Statement, Amendment No. 1, Amendment No. 2 and Amendment No. 3, is restated on Exhibits 99.21, 99.22, 99.23 and 99.24, respectively, hereto.

 

The reporting persons named in Item 2 below are hereby jointly filing this statement on Schedule 13D because they may be deemed a “group” within the meaning of Rule 13d-5(b)(1) promulgated by the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

Any capitalized terms used in this Amendment No. 4 and not otherwise defined herein shall have the meanings ascribed to such terms in the Original Statement, as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3.

 

Item 1.	Security and Issuer
Item 1 is hereby amended by deleting Item 1 in its entirety and inserting in lieu thereof the following:
This statement on Schedule 13D relates to the common stock, par value $.005 per share (“Common Stock”), issued by Hansen Natural Corporation (formerly known as Unipac Corporation), a corporation organized under the laws of the State of Delaware (the “Company”), whose principal executive offices are located at 1010 Railroad Street, Corona, California 92882.
Item 2.	Identity and Background
Item 2 is hereby amended by deleting Item 2 in its entirety and inserting in lieu thereof the following:
(a)         The reporting persons are Brandon Limited Partnership No. 1, a limited partnership organized under the laws of the Cayman Islands (“Brandon No. 1”), Brandon Limited Partnership No. 2, a limited partnership organized under the laws of the Cayman Islands (“Brandon No. 2”), Rodney Cyril Sacks, a natural person in his individual capacity (“Sacks”), and Hilton Hiller Schlosberg, a natural person in his individual capacity (“Schlosberg”). Brandon No. 1, Brandon No. 2, Sacks and Schlosberg are sometimes hereinafter each referred to as a “Reporting Person” and collectively referred to as the “Reporting Persons.”  The general partners of each of Brandon No. 1 and Brandon No. 2 are Sacks and Schlosberg.
(b)           The principal business address of each of Brandon No. 1 and Brandon No. 2 is c/o Riverbank Limited, P.O. Box 124, St. Peters Port, Guernsey, United Kingdom GX14EG. The principal business address of each of Sacks and Schlosberg is 1010 Railroad Street, Corona, California 92882.

 

1

 

(c)         The principal business of each of Brandon No. 1 and Brandon No. 2 is to invest in, acquire, hold, sell, dispose of and otherwise deal in shares of the Common Stock and other securities of the Company.  Sacks is presently principally employed as Chairman and Chief Executive Officer of the Company and Schlosberg is presently principally employed as President and Chief Financial Officer of the Company. The principal business of the Company is to develop, market, sell and distribute “alternative” beverage category natural sodas, fruit juices, energy drinks and energy sports drinks, fruit juice and soy smoothies, functional drinks, sparkling lemonades and orangeades, non-carbonated ready-to-drink iced teas, lemonades, juice cocktails, children’s multi-vitamin juice drinks and non-carbonated lightly flavored energy waters under the Hansen’s® brand name.  The principal business address of the Company is 1010 Railroad Street, Corona, California 92882.
(d)         During the last five years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)         During the last five years, no Reporting Person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)            Sacks is a citizen of the Republic of South Africa and Schlosberg is a citizen of the United Kingdom; both reside in the United States.  Each of Brandon No. 1 and Brandon No. 2 is a Cayman Islands limited partnership.
Item 3.	Source and Amount of Funds or Other Consideration
Item 3 is hereby amended by deleting Item 3 in its entirety and inserting in lieu thereof the following:
See the responses to Items 4 and 5 of this Schedule 13D, which are hereby incorporated by reference into this Item 3.
This statement on Schedule 13D relates to a total of 3,360,586 shares of Common Stock beneficially owned by the Reporting Persons, consisting of (i) 297,822 shares by Brandon No. 1, (ii) 1,791,667 shares by Brandon No. 2, (iii) 655,000 shares by Sacks (not including shares indirectly beneficially owned through Brandon No. 1 and Brandon No. 2), and (iv) 616,097 shares by Schlosberg (not including shares indirectly beneficially owned through Brandon No. 1 and Brandon No. 2).
The purchase price for shares of Common Stock purchased by Brandon No. 1 and Brandon No. 2 was obtained from the working capital of each respective entity.  The purchase price for shares of Common Stock purchased by Sacks and Schlosberg was obtained from the personal funds of each respective individual.
Item 4.	Purpose of Transaction
Item 4 is hereby amended by deleting Item 4 in its entirety and inserting in lieu thereof the following:
See the response to Item 3 of this Schedule 13D, which is hereby incorporated by reference into this Item 4.  All transactions in Common Stock reported on this Schedule 13D have been conducted for investment purposes.

 

2

 

(a)           The Company has granted options to purchase shares of Common Stock to each of  Sacks and Schlosberg under the Hansen Natural Corporation Stock Option Plan (the “Plan”) and the Hansen Natural Corporation 2001 Stock Option Plan (the “2001 Plan”).  The options were granted to Sacks and Schlosberg pursuant to stock option agreements dated February 2, 1999, July 12, 2002 and May 28, 2003 (these agreements are referred to collectively as the “Option Agreements”).  A form of the Option Agreements is attached hereto as Exhibit 99.25.  Copies of the Plan and the 2001 Plan are attached hereto as Exhibits 99.26 and 99.27, respectively.  Any description set forth in this statement on Schedule 13D of the terms and conditions of the Option Agreements is qualified in its entirety by reference to the Option Agreements.  Following is a summary of the terms of grants of stock options to Sacks and Schlosberg pursuant to the Option Agreements:

 

Individual

Plan

Date of Grant

Number of Shares

Purchase Price Per Share

Expiration Date

Vesting and Remainder

Sacks

The Plan

02/02/99

100,000

$

4.25

02/02/09

Options to purchase 100,000 shares are currently exercisable.

Sacks

The 2001 Plan

07/12/02

150,000

$

3.57

07/12/12

No options are currently exercisable. The remaining 80,000 options to purchase shares vest in two equal installments on July 12, 2005 and 2006.

Sacks

The 2001 Plan

05/28/03

150,000

$

4.20

05/28/13

Options to purchase 30,000 shares are currently exercisable. The remaining 120,000 options to purchase shares vest in four equal installments on January 1, 2005, 2006, 2007 and 2008.

Schlosberg

The Plan

02/02/99

100,000

$

4.25

02/02/09

Options to purchase 100,000 shares are currently exercisable.

Schlosberg

The 2001 Plan

07/12/02

150,000

$

3.57

07/12/12

No options are currently exercisable. The remaining 80,000 options to purchase shares vest in two equal installments on July 12, 2005 and 2006.

Schlosberg

The 2001 Plan

05/28/03

150,000

$

4.20

05/28/13

Options to purchase 30,000 shares are currently exercisable. The remaining 120,000 options to purchase shares vest in four equal installments on January 1, 2005, 2006, 2007 and 2008.

 

3

 

None of the Reporting Persons has any present plans or proposals which relate to or would result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D except as otherwise discussed in this Item 4. The Reporting Persons may, from time to time, and reserve the right to, change their plans or intentions and to take any and all actions that they deem appropriate to maximize the value of their investment, including, among other things, from time to time, disposing of any securities of the Company owned by them or formulating other plans or proposals regarding the Company or its securities to the extent deemed advisable by the Reporting Persons in light of market conditions, subsequent developments affecting the Company, the general business and future prospects of the Company, tax considerations and other factors.
Item 5.	Interest in Securities of the Issuer
Item 5 is hereby amended by deleting Item 5 in its entirety and inserting in lieu thereof the following:
See the response to Item 4 of this Schedule 13D, which is hereby incorporated by reference into this Item 5.
(a)-(b)    As of the date hereof, the aggregate number and percentage of shares of Common Stock beneficially owned by the Reporting Persons is 3,360,586 shares, or 30.0% of the Common Stock.
As of the date hereof, Brandon No. 1 and Brandon No. 2 directly beneficially own 297,822 shares, or 2.7%, of the Common Stock and 1,791,667 shares, or 16.5%, of the Common Stock, respectively. Each of Brandon No. 1 and Brandon No. 2 has shared power to vote and dispose of all shares of the Common Stock that are directly beneficially owned by it.
As of the date hereof, Sacks beneficially owns an aggregate of 2,744,489 shares, or 24.9%, of the Common Stock, as follows:

 

Number of Shares			Nature of Beneficial Ownership		Nature of Voting and Disposition Power With Respect to Such Shares
495,000			Direct ownership of shares.		Sole power.
160,000			Direct ownership of shares issuable upon the exercise of options to purchase Common Stock which are currently exercisable or exercisable within 60 days hereof (as discussed in Item 4).		Sole power.
297,822			Indirect ownership through Brandon No. 1 as one of the general partners of Brandon No. 1.		May be deemed to have shared power by virtue of his position as one of the general partners of Brandon No. 1.
1,791,667			Indirect ownership through Brandon No. 2 as one of the general partners of Brandon No. 2.		May be deemed to have shared power by virtue of his position as one of the general partners of Brandon No. 2.

 

4

 

As of the date hereof, Schlosberg beneficially owns an aggregate of 2,705,586 shares, or 24.5%, of the Common Stock, as follows:

 

Number of Shares			Nature of Beneficial Ownership		Nature of Voting and Disposition Power
454,097			Direct ownership of shares.		Sole power.
2,000			Direct ownership of shares jointly with his wife.		Shared power.
160,000			Direct ownership of shares issuable upon the exercise of options to purchase Common Stock which are currently exercisable or exercisable within 60 days hereof (as discussed in Item 4).		Sole power.
297,822			Indirect ownership through Brandon No. 1 as one of the general partners of Brandon No. 1.		May be deemed to have shared power by virtue of his position as one of the general partners of Brandon No. 1.
1,791,667			Indirect ownership through Brandon No. 2 as one of the general partners of Brandon No. 2.		May be deemed to have shared power by virtue of his position as one of the general partners of Brandon No. 2.

 

Percentages calculated in this Schedule 13D with respect to Brandon No. 1 and Brandon No. 2 are based upon an aggregate of 10,883,103 shares of Common Stock outstanding as of November 12, 2004 (the “Aggregate Outstanding Shares”). Percentages calculated in this Schedule 13D with respect to each of Sacks and Schlosberg are based upon the Aggregate Outstanding Shares plus 160,000 shares of Common Stock issuable to such person upon exercise of options to purchase Common Stock. Percentages calculated in this Schedule 13D with respect to the Reporting Persons as a group are based upon the Aggregate Outstanding Shares plus 320,000 shares of Common Stock issuable to the Reporting Persons upon exercise of options to purchase Common Stock.

Each of the Reporting Persons disclaims beneficial ownership of the Common Stock held by the other Reporting Persons, except for (a) with respect to Mr. Schlosberg (i) 456,097 shares of Common Stock that he beneficially owns directly (2,000 of which he jointly owns with his wife); (ii) 160,000 shares issuable upon the exercise of options to purchase Common Stock which are currently exercisable or exercisable within 60 days hereof; and (iii) 69,411 shares held by Brandon No. 1 with respect to the limited partnership interests in Brandon No. 1 held by Mr. Schlosberg and his children, and (b) with respect to Mr. Sacks (i) 495,000 shares of Common Stock that he beneficially owns directly; (ii) 160,000 shares issuable upon the exercise of options to purchase Common Stock which are currently exercisable or exercisable within 60 days hereof; and (iii) 65,046 shares held by Brandon No. 1 with respect to the limited partnership interests in Brandon No. 1 held by Mr. Sacks, his children, a limited partnership of which Mr. Sacks is the general partner and he and his children are the limited partners, and a trust for the benefit of his children.

 

5

(c)           Following are transactions in the Company’s securities effected by the Reporting Persons since the last transaction disclosed in Amendment No. 3:

 

 Brandon No. 1

 

Date		Number of Shares of Common Stock		A/D*		Price Per Share		Where and How the Transaction Was Effected
4/6/94		17,385		D		N/A		Shares distributed to limited partners of Brandon No. 1 in accordance with the terms of its partnership agreement.
4/11/94		34,768		D		N/A		Shares distributed to limited partners of Brandon No. 1 in accordance with the terms of its partnership agreement.
4/11/94		2,366		D		N/A		Shares distributed to limited partners of Brandon No. 1 in accordance with the terms of its partnership agreement.
4/11/94		34,768		D		N/A		Shares distributed to limited partners of Brandon No. 1 in accordance with the terms of its partnership agreement.
4/14/94		18,951		D		N/A		Shares distributed to limited partners of Brandon No. 1 in accordance with the terms of its partnership agreement.
5/29/94		89,252		D		N/A		Shares distributed to limited partners of Brandon No. 1 in accordance with the terms of its partnership agreement.
7/94		10,429		D		N/A		Shares distributed to limited partners of Brandon No. 1 in accordance with the terms of its partnership agreement.
10/24/94		78,229		D		N/A		Shares distributed to limited partners of Brandon No. 1 in accordance with the terms of its partnership agreement.
7/12/95		17,384		D		N/A		Shares distributed to limited partners of Brandon No. 1 in accordance with the terms of its partnership agreement.
8/30/96		17,385		D		N/A		Shares distributed to limited partners of Brandon No. 1 in accordance with the terms of its partnership agreement.
8/30/96		34,768		D		N/A		Shares distributed to limited partners of Brandon No. 1 in accordance with the terms of its partnership agreement.
8/3/98		4,365		D		N/A		Shares distributed to limited partners of Brandon No. 1 in accordance with the terms of its partnership agreement.
8/27/98		29,226		D		N/A		Shares distributed to limited partners of Brandon No. 1 in accordance with the terms of its partnership agreement.
12/16/99		26,077		D		N/A		Shares distributed to limited partners of Brandon No. 1 in accordance with the terms of its partnership agreement.

 

6

 

09/13/04		17,000		D		$	29.57		Shares sold on open market.
09/13/04		15,000		D		$	29.52		Shares sold on open market.
09/13/04		25,000		D		$	29.92		Shares sold on open market.
09/13/04		50,000		D		$	29.97		Shares sold on open market.
09/13/04		25,000		D		$	29.95		Shares sold on open market.
09/13/04		10,000		D		$	29.50		Shares sold on open market.
09/13/04		15,000		D		$	29.85		Shares sold on open market.
11/11/04		7,650		D		$	31.00		Shares sold on open market.
11/11/04		6,731		D		$	31.04		Shares sold on open market.
11/11/04		13,188		D		$	31.05		Shares sold on open market.
11/11/04		7,300		D		$	31.06		Shares sold on open market.
11/11/04		227		D		$	31.07		Shares sold on open market.
11/11/04		16,150		D		$	31.09		Shares sold on open market.
11/11/04		29,022		D		$	31.10		Shares sold on open market.
11/11/04		200		D		$	31.11		Shares sold on open market.
11/11/04		2,000		D		$	31.12		Shares sold on open market.
11/11/04		500		D		$	31.13		Shares sold on open market.
11/11/04		200		D		$	31.14		Shares sold on open market.
11/11/04		300		D		$	31.15		Shares sold on open market.
11/11/04		15,582		D		$	31.18		Shares sold on open market.
11/11/04		7,950		D		$	31.23		Shares sold on open market.
11/12/04		5,500		D		$	31.10		Shares sold on open market.

 

7

 

11/12/04		1,350		D		$	31.12		Shares sold on open market.
11/12/04		3,300		D		$	31.14		Shares sold on open market.
11/12/04		300		D		$	31.17		Shares sold on open market.
11/12/04		5,100		D		$	31.18		Shares sold on open market.
11/12/04		10,100		D		$	31.22		Shares sold on open market.
11/12/04		100		D		$	31.25		Shares sold on open market.
11/12/04		21,250		D		$	31.30		Shares sold on open market.
11/12/04		100		D		$	31.33		Shares sold on open market.
11/12/04		4,300		D		$	31.35		Shares sold on open market.
11/12/04		835		D		$	31.36		Shares sold on open market.
11/12/04		100		D		$	31.37		Shares sold on open market.
11/12/04		6,000		D		$	31.40		Shares sold on open market.
11/12/04		400		D		$	31.45		Shares sold on open market.
11/12/04		100		D		$	31.48		Shares sold on open market.
11/12/04		7,100		D		$	31.50		Shares sold on open market.
11/12/04		9,380		D		$	31.56		Shares sold on open market.
11/12/04		12,500		D		$	31.59		Shares sold on open market.
11/12/04		1,100		D		$	31.60		Shares sold on open market.
11/12/04		600		D		$	31.63		Shares sold on open market.
11/12/04		2,200		D		$	31.65		Shares sold on open market.
11/12/04		1,285		D		$	31.68		Shares sold on open market.

 

8

 

Brandon No. 2

 

Date		Number of Shares of Common Stock		A/D*		Price Per Share			Where and How the Transaction Was Effected
6/20/94		13,000		D		N/A			Shares distributed to limited partners of Brandon No. 2 in accordance with the terms of its partnership agreement.
8/28/95		80,000		D		N/A			Shares distributed to limited partners of Brandon No. 2 in accordance with the terms of its partnership agreement.
12/5/95		240,333		D		N/A			Shares distributed to limited partners of Brandon No. 2 in accordance with the terms of its partnership agreement.
8/19/96		20,000		D		N/A			Shares distributed to limited partners of Brandon No. 2 in accordance with the terms of its partnership agreement.
9/17/96		750,000		D		N/A			Shares distributed to limited partners of Brandon No. 2 in accordance with the terms of its partnership agreement.
9/18/96		65,000		D		N/A			Shares distributed to limited partners of Brandon No. 2 in accordance with the terms of its partnership agreement.
5/14/04		25,000		D		N/A			Shares distributed to limited partners of Brandon No. 2 in accordance with the terms of its partnership agreement.
5/26/04		265,000		D		N/A			Shares distributed to limited partners of Brandon No. 2 in accordance with the terms of its partnership agreement.
6/2/04		500,000		D		$	23.00		Shares sold on open market.
6/22/04		250,000		D		N/A			Shares distributed to limited partners of Brandon No. 2 in accordance with the terms of its partnership agreement.

 

9

 

Sacks

 

Date		Number of Shares of Common Stock		A/D*		Price Per Share			Where and How the Transaction Was Effected
1/11/96		5,000		A		$	0.75		Private purchase from third party.
1/11/96		12,500		A		$	0.69		Private purchase from third party.
1/12/96		67,500		A		$	0.70		Private purchase from third party.
1/17/96		2,500		A		$	0.70		Private purchase from third party.
8/3/98		200,000		A		$	1.75		Exercise of option agreement.
8/3/98		37,500		A		$	1.59		Exercise of option agreement.
8/3/98		150,000		A		$	1.25		Exercise of option agreement.
8/3/98		4,365		A		N/A			Distribution from Brandon No. 1.
8/3/98		91,865		D		$	6.50		Sold to the Company.
7/16/04		37,500		A		$	1.59		Exercise of option agreement.
7/16/04		70,000		A		$	3.57		Exercise of option agreement.

 

Schlosberg

 

Date		Number of Shares of Common Stock		A/D*		Price Per Share			Where and How the Transaction Was Effected
1/11/96		5,000		A		$	0.75		Private purchase from third party.
1/11/96		12,500		A		$	0.69		Private purchase from third party.
1/12/96		67,500		A		$	0.70		Private purchase from third party.
1/17/96		2,500		A		$	0.70		Private purchase from third party.
8/3/98		150,000		A		$	1.75		Exercise of option agreement.
8/3/98		37,500		A		$	1.59		Exercise of option agreement.
8/3/98		150,000		A		$	1.25		Exercise of option agreement.
8/3/98		78,403		D		$	6.50		Sold to the Company.
4/1/99		2,000		A		$	3.69		Purchased on open market.
7/16/04		37,500		A		$	1.59		Exercise of option agreement.
7/16/04		70,000		A		$	3.57		Exercise of option agreement.

 

*   “A” means an acquisition of securities and “D” means a disposition of securities.

 

(d)           Not applicable.

 

(e)           Not applicable.

 

10

 

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 is hereby amended by deleting Item 6 in its entirety and inserting in lieu thereof the following:
Limited Partnership Agreements
A true copy of the Amended and Restated Agreement of Limited Partnership of Brandon No. 1, dated as of November 8, 1990, among Sacks, Schlosberg and Brandon Securities Limited, a corporation organized under the laws of the British Virgin Islands (“Brandon Securities”), as general partners, and those persons named in Exhibit A thereto as the limited partners (the “Limited Partnership Agreement of Brandon No. 1”), is attached hereto as Exhibit 7 and is incorporated herein by reference.  True copies of the amendments to the Limited Partnership Agreement of Brandon No. 1. are attached hereto as Exhibits 18, 19, 99.28, 99.29 and 99.30 and are incorporated herein by reference.  Brandon Securities is no longer a general partner of Brandon No. 1.
A true copy of the Amended and Restated Agreement of Limited Partnership of Brandon No. 2, dated as of September 15, 1996, among Sacks and Schlosberg, as the general partners, and those persons named in Exhibit A thereto as the limited partners (the “Limited Partnership Agreement of Brandon No. 2”), is attached hereto as Exhibit 99.31 and is incorporated herein by reference.
Any description set forth in this Statement on Schedule 13D of the terms and conditions of the Brandon No. 1 Partnership Agreement and the Brandon No. 2 Partnership Agreement is qualified in its entirety by reference to the respective exhibits to this statement on Schedule 13D.
Pursuant to the Limited Partnership Agreement of Brandon No. 1 and the Limited Partnership Agreement of Brandon No. 2 (collectively, the “Partnership Agreements”), management of the affairs of each of Brandon No. 1 and Brandon No. 2, which includes the voting of and disposition of the shares of Common Stock held by each such limited partnership, is vested in the general partners of each such limited partnership, Sacks and Schlosberg.  Upon 60 days’ written notice, any limited partner of either Brandon No. 1 or Brandon No. 2 may withdraw and receive a distribution of the assets of the partnership (including shares of Common Stock owned by the partnership) equivalent to the amount to which it would be entitled upon liquidation of the partnership in full satisfaction of such limited partner’s interest in the partnership and right, if any, to claim repayment of its Capital Contribution (as such term is defined in each Partnership Agreement).
Stock Option Agreements
See Item 4.

 

11

 

Item 7.	Material to Be Filed as Exhibits
	Item 7 is hereby amended as follows:
	(i)  Insert at the end following Exhibit 20 the following:

 

Exhibit No.		Description
99.21		Original Statement on Schedule 13D
99.22		Amendment No. 1 to Statement on Schedule 13D
99.23		Amendment No. 2 to Statement on Schedule 13D
99.24		Amendment No. 3 to Statement on Schedule 13D
99.25		Form of Option Agreement
99.26		Hansen Natural Corporation Stock Option Plan
99.27		Hansen Natural Corporation 2001 Stock Option Plan
99.28		Amendment to Agreement of Limited Partnership of Brandon No. 1 dated December 31, 1995
99.29		Amendment to Agreement of Limited Partnership of Brandon No. 1 dated December 31, 1997
99.30		Amendment to Agreement of Limited Partnership of Brandon No. 1 dated December 31, 2001
99.31		Amended and Restated Agreement of Limited Partnership of Brandon No. 2

 

12

 

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.

 

November 19, 2004
		BRANDON LIMITED PARTNERSHIP NO. 1
		By:	/s/ Rodney C. Sacks
			Name: Rodney C. Sacks
			Title: General Partner
		BRANDON LIMITED PARTNERSHIP NO. 2
		By:	/s/ Rodney C. Sacks
			Name: Rodney C. Sacks
			Title: General Partner
		/s/ Rodney C. Sacks
		RODNEY C. SACKS
		/s/ Hilton H. Schlosberg
		HILTON H. SCHLOSBERG

 

 

 

EXHIBIT 99.21

 

SCHEDULE 13D

 

Introduction

 

The reporting persons named in Item 2 below are hereby jointly filing this statement on Schedule 13D because they may be deemed a “group” within the meaning of Rule 13d-5(b)(1) promulgated by the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by virtue of their affiliated status and/or action in concert with respect to the acquisition of shares of Common Stock (as hereinafter defined in Item 2 below).

 

In accordance with Rule l3d-1(f) promulgated pursuant to the Exchange Act, the reporting persons named in Item 2 below have executed a written agreement relating to the joint filing of this statement on Schedule 13D (the “Group Agreement”), a true copy of which is attached hereto as Exhibit 1 and incorporated herein by reference.

 

Item 1.                                     Security and Issuer.

 

This statement on Schedule 13D relates to the Common Stock, par value $.005 per share (“Common Stock”), issued by Unipac corporation, a corporation organized under the laws of the State of Delaware (the “Company”), whose principal executive

 

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offices are located at 2222 Martin, Suite 260, Irvine, California  92715.

 

Item 2.                                     Identity and Background.

 

(a)                                  The reporting persons are Channel Limited Partnership, a limited partnership organized under the laws of the Cayman Islands (“Channel”), Brandon Limited Partnership No. 1, a limited partnership organized under the laws of the Cayman Islands (“Brandon No. 1”), Brandon Limited Partnership No. 2, a limited partnership organized under the laws of the Cayman Islands (“Brandon No. 2”), Rodney Cyril Sacks, a natural person in his individual capacity (“Sacks”), Hilton Hiller Schlosberg, a natural person in his individual capacity (“Schlosberg”), and Brandon Securities Limited, a corporation organized under the laws of the British Virgin Islands (“Brandon Securities”).  Channel, Brandon No. 1, Brandon No. 2, Sacks, Schlosberg and Brandon Securities are sometimes hereinafter collectively referred to as the “Group”.  The sole general partner of Channel is Schlosberg.  The general partners of each of Brandon No. 1 and Brandon No. 2 are Sacks, Schlosberg and Brandon Securities.  Schlosberg is the beneficial shareholder of Brandon Securities, whose directors are Sacks, Schlosberg and Channel Management Limited, a corporation organized under the laws of the British Virgin Islands (“Channel Management”).  The controlling persons, executive officers and directors of Channel Management are as set forth on Schedule A attached hereto.

 

(b)                                 The principal business address of each of Channel,

 

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Brandon No. 1 and Brandon No. 2 is c/o Riverbank Limited, P.O. Box 124, Le Marchant House, Le Marchant Street, St. Peter Port, Guernsey, Channel Islands.

 

The principal business address of Sacks is c/o Unipac Corporation, 2222 Martin, Suite 260, Irvine, California  92715 and of Schlosberg is c/o AAF Investments Corporation plc, 7 Queen Street, London W1X 9PH, England.  The principal business address of Brandon Securities is P.O. Box 124, Le Marchant House, Le Marchant Street, St. Peter Port, Guernsey, Channel Islands.  The principal business address of Channel Management is P.O. Box 124, Le Marchant House, Le Marchant Street, St. Peter Port, Guernsey, Channel Islands.  The principal business address of each of the controlling persons, executive officers and directors of Channel Management is as set forth on Schedule A attached hereto.

 

(c)                                  The principal business of each of Channel, Brandon No.1 and Brandon No. 2 is to invest in, acquire, hold, sell, dispose of and otherwise deal with shares of the Common Stock and other securities of the Company.  Sacks is presently principally employed to render managerial services to the Company in his capacities as Chairman and Chief Executive Officer of the Company and Schlosberg is presently principally employed as Vice Chairman of AAF Investment Corporation plc (“AAF”), whose principal business address is 7 Queen Street, London W1X 9PH, England.  The principal business of AAF is that it is a holding company, which owns subsidiaries in the building and engineering industries.  Schlosberg also devotes a portion of

 

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his time to serving in his capacities as President and Chief Operating Officer of the Company.  The Company’s principal business address is as set forth in Item 1 above.  The principal business of the Company is to locate a suitable acquisition candidate(s) for the Company and the Company does not presently have any significant business operations other than the assessment and location of acquisition candidates (See Item 4(f) below for a more complete description of the Company’s business and business plans).  Schlosberg is directly employed by the Company, while Sacks is employed to render services to the Company by Confidential Assignments, Inc., a corporation organized under the laws of the State of California having a principal business address at 2222 Martin, Suite 260, Irvine, California 92715, whose principal business is the placement of financial, accounting and other professional personnel in temporary and permanent positions.  The principal business of Brandon Securities is investment and of Channel Management is to provide administrative services.  The principal occupation of each of the controlling persons, executive officers and directors of Channel Management, including the principal business and address of any corporation or other organization in which such employment in conducted, is, to the best knowledge of the reporting persons, as set forth on Schedule A attached hereto.

 

(d)                                 During the last five years, none of Channel, Brandon No. 1, Brandon No. 2, Sacks, Schlosberg, Brandon

 

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Securities or Channel Management, nor, to the best of their knowledge, any controlling person, executive officer or director of Brandon Securities or Channel Management, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)                                  During the last five years, none of Channel, Brandon No. 1, Brandon No. 2, Sacks, Schlosberg, Brandon Securities or Channel Management, nor, to the best of their knowledge, any controlling person, executive officer or director of Brandon Securities or Channel Management, has been a party to a civil proceeding of a judicial  or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

 

(f)                                    Each of Channel, Brandon No. 1 and Brandon No. 2 is a Cayman Islands limited partnership.  Sacks is a citizen of the Republic of South Africa and resides in the United States.  Schlosberg is a citizen of the Republic of South Africa and resides in England.  Each of Brandon Securities and Channel Management is a British Virgin Islands corporation.  The citizenship of each of the controlling persons, executive officers and directors of Channel Management is as set forth on Schedule A attached hereto.

 

Item 3.                                     Source and Amount of Funds.

 

This statement on Schedule l3D relates to a total of

 

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5,994,845 shares of Common Stock, and a total of 599,485 Callable Common Stock Purchase Warrant, Class B (each a “Class B Warrant”) which have been purchased by the Group, for an aggregate consideration of $5,815,000 or a per share price of approximately $.97, subject to adjustment, as more specifically described below.  In addition, a total of 773,196 shares of Common Stock and 77,319 Class B Warrants have been delivered into escrow for the benefit of Channel and Brandon No. 1 against receipt of up to an additional $750,000 by November 30, 1990 (as extended from November 14, 1990, the “Release Date”).  To the extent payment is received therefor by the Release Date, shares of Common Stock and Class B Warrants will be delivered to Brandon No. 1 and Channel in accordance with their respective interests.  As a result of the acquisition of the foregoing securities, and assuming that all shares of Common Stock and Class B Warrants held in escrow are purchased, the Group has collective beneficial ownership of a total 7,819,845 shares of Common Stock.  (This total does not include a total 250,000 shares of Common Stock purchased by certain designees (the “Designees”) of Channel, Brandon No. 1 and Brandon No. 2.)

 

Channel, Brandon No. 1, Brandon No. 2, the Company, CVI Ventures, Inc., a corporation organized under the laws of the State of Delaware and a wholly-owned subsidiary of the Company (“CVI”) , and Continental Ventures, Inc., a corporation formerly

 

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organized(1), under the laws of the State of Delaware (“Continental”), entered into a Stock and Warrant Purchase Agreement, dated as of May 25, 1990 (the “Purchase Agreement”), as amended by an agreement dated as of July 24, 1990 and as further amended by an agreement dated as of September 12, 1990, as so amended the “Purchase Agreement”).

 

A true copy of the Purchase Agreement, together with all Exhibits and Schedules thereto, has been filed as Exhibit 2(a) to registration statement (No. 33-35796) on Form S-4 and is referenced as Exhibit 2, and is incorporated herein by reference.  Any description set forth in this statement on Schedule 13D of the terms and conditions of the Purchase Agreement is qualified in its entirety by such reference.

 

Under the Purchase Agreement, Channel, Brandon No. 1 and Brandon No. 2 (hereinafter sometimes collectively referred to as the “Partnerships”), agreed to purchase, or cause the Designees to purchase, between $5 million and $10 million worth of shares of Common Stock at a per share purchase price to be determined by application of a formula based on, among other things, the net tangible asset value of Continental on the date of the consummation of the Merger (the “NTAV”), subject to certain post-closing adjustments (See Item 4(a) below for a

 

(1)                                  On November 8, 1990, Continental was merged (the “Merger”) with and into CVI, which continues its existence as the surviving company and a wholly-owned subsidiary of the Company.  CVI was recently formed for the purpose of effectuating the Merger.

 

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description of the calculation of the NTAV and the post-closing adjustments to be made thereto; see also Section 3 of the Purchase Agreement).  In addition, the Company was required to issue to the Partnerships at no additional cost one Class B Warrant for every ten shares of Common Stock purchased pursuant to the Purchase Agreement, up to a maximum of 750,000 Class B Warrants.  Each Class B Warrant entitles the holder thereof to purchase until November 8, 1992 one share of Common Stock at a price of $2.50 per share and may be called for redemption at a price of $.01 per Class B Warrant by the Company upon twenty days prior notice beginning eighteen months after the effective date of the Merger.

 

On November 8, 1990, a closing (the “Closing”) was held pursuant to the Purchase Agreement and the following purchases of shares of the Common Stock and Class B Warrants were consummated by the Partnerships: (i) Channel purchased 1,166,667 shares of Common Stock and received 116,667 Class B Warrants for an aggregate purchase price of $1,l31,667, (ii) Brandon No. 1 purchased 910,652 shares of Common Stock and received 91,065 Class B Warrants for an aggregate purchase price of $883,333, and (iii) Brandon No. 2 purchased 3,917,526 shares of Common Stock and received 391,753 Class B Warrants for an aggregate purchase price of $3,800,000.  In addition to the shares of Common Stock purchased by members of the Group, the Designees purchased a total of 250,000 shares of

 

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Common Stock for an aggregate purchase price of $250,000, subject to adjustments to the purchase price therefor based upon the final NTAV (determined as described below).

 

Assuming that all shares of Common Stock and Class B Warrants are fully paid and released from escrow, (x) Channel will acquire an additional 257,732 shares of Common Stock (for a total of l,424,399 shares of Common Stock) and an additional 25,773 Class B Warrants (for a total of 142,440 Class B Warrants) for an aggregate additional purchase price of $250,000 and (y) Brandon No. 1 will acquire an additional 515,464 shares of Common Stock (for a total of 1,426,116 shares of Common Stock) and an additional 51,546 Class B Warrants (for a total of 142,611 Class B Warrants) for an additional purchase price of $500,000.

 

The per share price of the Common Stock on the date of the Closing is subject to certain adjustments and, consequently, the aggregate number of shares issued to the Partnerships may be increased or decreased.  Pursuant to the Purchase Agreement, the NTAV as determined for purposes of the provisional issuance of shares of Common Stock and Class B Warrants at the Closing will be audited and reviewed by Laventhol & Horwath, an independent auditor (“L&H”), to determine any necessary adjustments required by the final determinations of, among other things, certain estimated fees and expenses deducted from the NTAV (See Item 4(a) below for a description of such adjustments).

 

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In addition, the Company and CVI have agreed to indemnify the Partnerships for certain losses in excess of $25,000 by issuing, or causing to be issued, to the Partnerships, additional shares of Common Stock having an aggregate per share value equal to such losses (See 4(a) below for a description of the indemnification rights of the Partnerships).

 

The funds used to purchase the Common Stock and Class B Warrants were comprised of the working capital of the respective Partnerships and the personal funds of the Designees.  Pursuant to a Letter and Lien and Set-Off dated November 5, 1990 (the “Lien Letter”) issued by Brandon No. 2 to Swiss Bank Corporation (“Swiss Bank”), Brandon No. 2 has pledged to Swiss Bank the 3,917,526 shares of Common Stock purchased by it to secure a loan in the principal amount of U.S. $3,800,000 made by Swiss Bank to a limited partner of Brandon No. 2 to finance the purchase by such limited partner of limited partnership interests in Brandon No. 2.

 

A true copy of the Lien Letter is attached hereto as Exhibit 3 and is incorporated herein by reference.  Any description set forth in this statement on Schedule 13D of the terms and conditions of the Lien Letter is qualified in its entirety by such reference.

 

Item 4.                                     Purpose of the Transaction.

 

The shares of Common Stock presently beneficially owned by each of the Partnerships, Brandon Securities, Sacks and Schlosberg were acquired and are being held for investment purposes.

 

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(a)                                  The price per share of Common Stock is subject to certain post-closing adjustments under the Purchase Agreement that may result in the Partnerships either (i) being issued additional shares of Common Stock and Class B Warrants or (ii) returning shares of Common Stock and Class B Warrants issued to them to the Company for cancellation.

 

Continental must provide a post-Merger balance sheet (the “Balance Sheet”) as of the date of the Closing to L&H.  L&H will audit and review the Balance Sheet and prepare an adjustment statement calculating the number of shares of Common Stock and Class B Warrants to which the Partnerships are entitled based on the Balance Sheet as adjusted to reflect final determinations with respect to the costs and expenses of the Merger and the transactions contemplated by the Purchase Agreement.

 

In addition, pursuant to the Purchase Agreement, the Company must issue additional shares of Common Stock to the Partnerships to indemnify them for certain losses and claims.  The Company and CVI have agreed to indemnify the Partnerships for, among other things, any breach of representations and warranties of the Company, Continental or CVI contained in the Purchase Agreement and for certain claims arising from or relating to the Purchase Agreement or the Merger and the transactions contemplated thereby.

 

In the case of a breach of a representation in the Purchase Agreement or any other claim for indemnification which

 

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arises prior to October 31, 1991, the Partnerships will be issued an additional number of shares of Common Stock, valued at the purchase price therefor under the Purchase Agreement, in the aggregate equal to the amount of the Indemnifiable losses in excess of $25,000.

 

The Company has granted irrevocable options to purchase 187,500 shares of Common Stock to each of Schlosberg and Sacks.  The options were granted to (i) Sacks pursuant to an Option Agreement (the “Sacks Agreement”), dated as of November 8, 1990, between the Company and Socks, and (ii) Schlosberg pursuant to an Option Agreement (the “Schlosberg Agreement”), dated as of November 8, 1990, between the Company and Schlosberg (the Sacks Agreement and the Schlosberg Agreement being hereinafter sometimes referred to collectively as the “Option Agreements”).

 

True copies of the Sacks Agreement and the Schlosberg Agreement are attached hereto as Exhibit 4 and Exhibit 5, respectively, and are incorporated herein by reference.  Any description set forth in this statement on Schedule 13D of the terms and conditions of any of the Option Agreements is qualified in its entirety by such reference.

 

Pursuant to the Option Agreements, the options may be exercised for a period of six years expiring on November 8, 1996 at a per share price of $l.875 subject to certain adjustments.

 

(b)                                 The Company is seeking to locate a suitable

 

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acquisition candidate (See Item 4(f) below for a description of the Company’s business plans).  Although a specific candidate has not been identified, the acquisition of an operating business may be structured as a merger, or a purchase of stock or assets and may be financed through the use of the Company’s working capital, the issuance of debt or equity securities of the Company or through the use of loans from financial institutions or by a combination of the foregoing.

 

(c)                                  Pursuant to the Purchase Agreement, CVI has certain indemnification obligations, including an obligation to indemnify certain of its and Continental’s officers, directors, employees and agents against losses arising out of the actions taken by CVI and Continental in connection with the Merger and the transactions contemplated by the Purchase Agreement.  The Company has agreed to make available up to $250,000 to meet those indemnification obligations in the event that CVI does not have sufficient funds, but which amount may not be used for the benefit of CVI or its creditors (see Section 6(f) of the Purchase Agreement).

 

None of the members of the Group has any present plan or proposal to sell or transfer a material amount of the assets of the Company or CVI other than the use of working capital to purchase operating businesses as described in Item 4(f) below.

 

(d)                                 Not Applicable.

 

(e)                                  Not Applicable.

 

(f)                                    The Company is considering acquisition candidates which have annual operating revenues of more than $5,000,000,

 

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although acquisition candidates with lower revenues will be considered if other factors exist which commend the acquisition candidate.  Depending upon the size of the target(s) and the cost(s) of the acquisition(s), and although no assurances can be given, it is contemplated that the Company will enter into one or more acquisition transactions in the 12-month period following the Closing.  These transactions may be effected either by a merger or by the purchase of stock or assets, depending upon the acquisition candidates available and the respective requirements of the parties, and will likely include the addition of incumbent management personnel.  Although no specific criteria have been established, companies with a history of profitability will be considered, although other companies will also be considered where other factors exist which commend such candidates such as recent profitability or a recent improvement in operations or perceived potential or if the candidate is engaged in a line of business considered to be strategic in relation to other businesses acquired or to be acquired by the Company.  It is expected that the Company will explore acquisitions, among others, in the paper and packaging industry because of Schlosberg’s experience in that industry; however, acquisitions in other industries may also be pursued under certain circumstances.  Thus, no assurances can be made regarding the business in which any potential acquisition candidate may be engaged.

 

(g)                                 Not Applicable.

 

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(h)                                 Not Applicable.

 

(i)                                     Not Applicable.

 

(j)                                     Not Applicable.

 

Item 5.                                     Interest In Securities of Issuer.

 

(a)                                  As of the date hereof, the aggregate number and percentage of Common Stock beneficially owned by Channel, Brandon No. 1, Brandon No. 2, Sacks and Schlosberg, is 7,819,845(2) shares of Common Stock or 92.5% of the approximately 8,448,382(3) shares of Common Stock issued and outstanding as of the date of the Closing.  As of the date hereof, each of Channel, Brandon No. 1 and Brandon No. 2 directly beneficially own 1,566,839(4) shares or 18.6% of the Common Stock, 1,568,727(5) shares or 18.6% of the Common Stock, and 4,309,279(6) shares or 51% of the Common Stock, respectively.  As of the date hereof, the aggregate number and

 

(2)                                  Includes (i) 676,804 shares or 8.0% of the Common Stock, issuable upon exercise of Class B Warrants (including shares of the Common Stock and Class B Warrants held in escrow, (ii) 187,500 shares or 2.2% of Common Stock issuable upon the exercise of the options granted pursuant to the Sacks Agreement, and (iii) 187,500 shares or 2.2% of the Common Stock, issuable upon the exercise of the options granted pursuant to the Schlosberg Agreement.

 

(3)                                  See Footnote 2.

 

(4)                                  Includes 142,440 shares or 1.7% of the Common Stock, issuable upon the exercise of the Class B Warrants.

 

(5)                                  Includes 142,611 shares or 1.7% of the Common Stock, issuable upon the exercise of Class B Warrants.

 

(6)                                  Includes 391,753 shares or 4.6% of the Common Stock, issuable upon the exercise of Class B Warrants.

 

 

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percentage of Common Stock which is held in escrow beneficially owned by Channel and Brandon No. 1 is 850,515(6c) shares or 10% of the Common Stock.  As of the date hereof, with respect to the escrowed Common Stock and Class B Warrants, each of Channel and Brandon No. 1 directly beneficially own 283,505(6a) shares or 3.3% of the Common Stock, and 5,670,160(6b) shares or 6.7% of the Common Stock, respectively.

 

As of the date hereof, Schlosberg beneficially owns an aggregate of 7,632,345(7) shares or 90.3% of the Common Stock.  The nature of his beneficial ownership is as follows: (i) 187,500 shares or 2.2% of the Common Stock, which is owned directly upon exercise of all of the options granted pursuant to the Schlosberg Agreement, (ii) 1,566,839 shares(8) or 18.6% of the Common Stock, which is owned indirectly by virtue of his position as the sole general partner of Channel, (iii)

 

(6a)                             Includes 25,773 shares or .31% of the Common Stock, issuable upon the exercise of the escrowed Class B Warrants.

 

(6b)                            Includes 51,546 shares or .61% of the Common Stock, issuable upon the exercise of the escrowed Class B Warrants.

 

(6c)                             Includes 77,319 shares or .92% of the Common Stock, issuable upon the exercise of the escrowed Class B Warrants.

 

(7)                                  See Footnotes 4, 5 and 6 and Footnotes 6a, 6b and 6c and the text accompanying such Footnotes.  Also includes 187,500 shares or 2.2% of the Common Stock, issuable upon the exercise of the options granted pursuant to the Schlosberg Agreement.

 

(8)                                  See Footnote 4 and Footnote 6a and the text accompanying such Footnote.

 

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l,568,727(9) shares or 18.6% of the Common Stock, which is owned indirectly by virtue of his position as one of the general partners of Brandon No. 1 and as the controlling person of Brandon Securities, and (iv) 4,309,279(10) shares or 51% of the Common Stock, which is owned indirectly by virtue of his position as one of the general partners of Brandon No. 2 and as the controlling person of Brandon Securities, another general partner of Brandon No. 2.

 

As of the date hereof, Sacks beneficially owns an aggregate of 6,065,506(11) shares or 71.8% of the Common Stock.  The nature of his beneficial ownership is as follows: (i) 187,500 shares or 2.2% of the Common Stock, which is owned directly upon exercise of all of the options granted pursuant to the Sacks Agreement; (ii) 1,568,727(12) shares or 18.6% of the Common Stock, which is owned indirectly by virtue of his position as one of the

 

(9)                                  See Footnote 5 and Footnote 6b and the text accompanying such Footnote.

 

(10)                            See Footnote 6.

 

(11)                            See Footnotes 4, 5 and 6 and Footnotes 6a, 6b and 6c and the text accompanying such Footnotes.  Also, includes 187,500 shares or 2.2% of Common Stock issuable upon the exercise of the options granted pursuant to the Sacks Agreement.

 

(12)                            See Footnote 5 and Footnote 6b and the text accompanying such Footnote.

 

(13)                            See Footnote 6.

 

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general partners of  Brandon No. 1, and (iii) 4,309,279(13) shares or 51% of the Common Stock, which is owned indirectly by virtue of his position as one of the general partners of Brandon No. 2.

 

As of the date hereof, Brandon Securities indirectly beneficially owns 5,878,006(14) shares or 69.6% of the Common Stock, which is owned by virtue of its position as one of the general partners of Brandon No. 1 and Brandon 2.

 

As of the date hereof, none of Channel Management or its controlling person, executive officers, or directors own beneficially, whether directly or indirectly, any shares of Common Stock.

 

Each of the members of the Group disclaims beneficial ownership of the Common Stock held on behalf of the other reporting persons other than, in the case of Sacks, the Common Stock and Class B Warrants held by Brandon No. 1 and Brandon No. 2, in the case of Schlosberg, the Common Stock and Class B Warrants held by Channel, Brandon No. 1 and Brandon No. 2, and, in the case of Brandon Securities, the Common Stock and Class B Warrants held by Brandon No. 1 and Brandon No. 2.

 

(b)                                 Channel has the sole power to vote and dispose of 1,566,839 shares or 18.6% of the Common Stock, which is directly beneficially owned by it.  Brandon No. 1 has sole power to vote and dispose of 1,568,727 shares or 18.6% of the Common Stock, which is directly beneficially owned by it.  Brandon No. 2 has sole power to vote and dispose of 4,309,279

 

(14)                            See Footnotes 5 and 6 and Footnote 6b and the text accompanying such Footnote.

 

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shares or 51% of the Common Stock, which is directly beneficially owned by it.  Schlosberg may be deemed (i) to have sole power to vote and dispose of 187,500 shares or 2.2% of the Common Stock, which is directly beneficially owned by him, (ii) to have sole power to vote and dispose of all of the 1,566,839 shares or 18.6% of the Common Stock, which is directly beneficially owned by Channel by virtue of his position as the sole general partner of Channel, (iii) to have shared power to vote and dispose of all of the 1,568,727 shares or 18.6% of the Common Stock, which is directly beneficially owned by Brandon No. 1 by virtue of his position as one of the general partners of Brandon No. 1 and as a controlling person of Brandon Securities, also one of the general partners of Brandon No. 1, and (iv) to have shared power to vote and dispose of all of the 4,309,279 shares or 51% of the Common Stock, which is directly beneficially owned by Brandon No. 2 by virtue of his position as one of the general partners of Brandon No. 2 and the controlling person of Brandon Securities, also one of the general partners of Brandon No. 2.  Sacks may be deemed (i) to have sole power to vote and dispose of 187,500 shares or 2.22% of the Common Stock, which is directly beneficially owned by him, (ii) to have shared power to vote and dispose of all of the 1,568,727 shares or 18.6% of the Common Stock, which is directly beneficially owned by Brandon No. 1 by virtue of his position as one of the general partners of Brandon No. 1, and (iii) to have shared power to vote and

 

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dispose of all of the 4,309,279 shares or 51% of the Common Stock, which is directly beneficially owned by Brandon No. 2 by virtue of his position as one of the general partners of Brandon No. 2.  Brandon Securities may be deemed (i) to have shared power to vote and dispose of all of the 1,568,727 shares or 18.6% of the Common Stock, which directly beneficially owned by Brandon No. 1 by virtue of its position as one of the general partners of Brandon No. 1 and (ii) to have shared power to vote and dispose of all of the 4,309,279 shares or 51% of the Common Stock, which is directly beneficially owned by Brandon No. 2 by virtue of its position as one of the general partners of Brandon No. 2.  None of Channel Management or its controlling person, executive officers or directors has sole or shared power to vote or direct the vote or dispose or direct the disposition of the Common Stock.

 

(c)                                  See Item 3 for a description of the purchase of shares of Common Stock and Class B Warrants, including shares of Common Stock and Class B Warrants held in escrow, by the Partnerships.  As described in Items 3 and 4(a) above, the per share purchase price will be subject to certain post-closing adjustments that may result in an increase or decrease in the actual amount of Common Stock purchased and Class B Warrants received by the Partnerships.

 

Item 6.            Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.

 

True copies of the Amended and Restated Agreement of

 

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Limited Partnership of Channel Limited Partnership, dated as of November 8, 1990, among Schlosberg, as general partner, and those persons named in Exhibit A thereto as the limited partners (the “Channel Partnership Agreement”), the Amended and Restated Agreement of Limited Partnership of Brandon Limited Partnership No. 1, dated as of November 8, 1990, among Sacks, Schlosberg and Brandon Securities, as general partners, and those persons named in Exhibit A thereto as the limited partners (the “Brandon No. 1 Partnership Agreement”), and the Amended and Restated Agreement of Limited Partnership of Brandon Limited Partnership No. 2, dated as of November 8, 1990, among Sacks, Schlosberg and Brandon Securities, as the general partners, and those persons named in Exhibit A thereto as the limited partners (the “Brandon No. 2 Partnership Agreement”), are attached hereto as Exhibit 6, Exhibit 7 and Exhibit 8, respectively, and are incorporated herein by reference.  Any description set forth in this statement on Schedule l3D of the terms and conditions of the Channel Partnership Agreement, the Brandon No. 1 Partnership Agreement and the Brandon No. 2 Partnership Agreement is qualified in its entirety by such reference.

 

The Channel Partnership Agreement provides, among other things, that after expiration of 65 days from the date of the Closing, each limited partner is entitled to require Channel to allot and distribute to the limited partners a certain number of Class B Warrants and shares of Common Stock

 

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(See Article V of the Channel Partnership Agreement).

 

The Brandon No. 1 Partnership Agreement provides, among other things, (i) that sixty-five days after the date of the Closing (A) each limited partner and each general partner, except for Sacks, has the right to require Brandon No. 1 to allot and distribute to them a certain number of Class B Warrants and (B) Schlosberg has the right to require Brandon No. 1 to allot and distribute to him or his designees a certain number of shares of Common Stock and (ii) that one year after the date of Closing, Sacks is entitled to require Brandon No. 1 to allot and distribute to him a certain number of Class B Warrants and shares of Common Stock (See Article V of the Brandon No. 1 Partnership Agreement).

 

The Brandon No. 2 Partnership Agreement provides, among other things, (i) that sixty-five days after the date of the Closing (A) each limited partner and each general partner, except for Sacks, has the right to required Brandon No. 2 to allot and distribute to them a certain number of Class B Warrants and (B) each limited partner has the right to require Brandon No. 2 to allot and distribute to them a certain number of shares of the Common Stock, and (ii) that one year after the date of Closing, Sacks is entitled to require Brandon No. 2 to allot and distribute to him a certain number of Class B Warrants (See Article V of the Brandon No. 2 Partnership Agreement).

 

The Brandon No. 2 Partnership Agreement also provides

 

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that upon the request of a limited partner, the general partners will pledge shares of Common Stock held by Brandon No. 2 as security for any obligations or indebtedness incurred by a limited partner (See Section 6.2 of the Brandon No. 2 Partnership Agreement).  In the event that shares of Common Stock are pledged by Brandon No. 2 in favor of a financial institution as security for borrowings of the Brandon No. 2 Partnership or its limited partners, upon the occurrence of an event of default entitling the financial institution to sell the pledged securities, the Company may be required to register the pledged securities under the Securities Act of 1933, as amended (the “Securities Act”), on the written request of the financial institution to be given on or after January 12, 1991 but before November 8, 1991 (See Section 8.6 of the Brandon No. 2 Partnership Agreement; see also Section 6(i) of the Purchase Agreement as set forth in Amendment No. 2).

 

As described in Item 3 above, Brandon No. 2 has pledged its Class B Warrants and Common Stock to Swiss Bank pursuant to the Lien Letter (Exhibit 3).

 

A Subscription Agreement - Power of Attorney between Channel and each of its limited partners (each a “Channel Subscription Agreement”), a Subscription Agreement - Power of Attorney, between Brandon No. 1 and each of its limited partners (each a “Brandon No. 1 Subscription Agreement”), and a Subscription Agreement - Power of Attorney between Brandon No. 2 and each of its limited partners (each a “Brandon No. 2

 

Page 30 of 226 Pages

 

Subscription Agreement”), have been entered into in the forms attached hereto as Exhibit 9, Exhibit 10 and Exhibit 11, respectively, and are incorporated herein by reference.  Any description set forth in this statement on Schedule 13D of the terms and conditions of the Channel Subscription Agreement, the Brandon No. 1 Subscription Agreement and the Brandon No. 2 Subscription Agreement is qualified in its entirety by such reference (the Channel Subscription Agreement, the Brandon No. 1 Subscription Agreement and the Brandon No. 2 Subscription Agreement are hereinafter sometimes collectively referred to as the “Subscription Agreements”).

 

Each of the Subscription Agreements, among other things, prohibits the limited partners of the Partnerships from selling, transferring or otherwise disposing of their interests in the Partnerships or any shares of Common Stock derived therefrom for a period of twelve months after the date of the Closing.  Each of the Subscription Agreements further prohibits the general partners and the limited partners of the Partnerships from selling shares of Common Stock and Class B Warrants received in a distribution into the United States or to a U.S. national or resident for a period of twelve months after the date of the Closing (and, in the case of Common Stock derived from Class B Warrants, for twelve months following receipt of shares of such Common Stock), or such shorter period as may be applicable in accordance with applicable rules and regulations of the SEC, and following such twelve-month period,

 

Page 31 of 226 Pages

 

the limited partners may only sell such securities in the United States or to U.S. nationals or residents in compliance with the Securities Act (See paragraphs 8 and 9 of each Subscription Agreement; see also Article V of each Partnership Agreement).  Each of the Subscription Agreements also provides for the liquidation and dissolution of the related Partnership upon the occurrence of certain events and the distribution of its remaining assets in kind.

 

Pursuant to their respective Subscription Agreements, each limited partner of Brandon No. 1 and Brandon No. 2 has executed an Irrevocable Proxy (each a “Proxy” and collectively, the “Proxies”) in favor of Sacks and Schlosberg, in the forms attached hereto as Exhibit 12 and Exhibit 13, respectively, and incorporated herein by reference.  Any description set forth in this statement on Schedule 13D of the terms and conditions of the Proxies is qualified in its entirety by such reference.

 

Each of the Proxies irrevocably appoint Sacks and Schlosberg to act as attorneys-in-fact for the limited partners to vote any shares of Common Stock distributed to the limited partners upon the liquidation, under certain circumstances, of Brandon No. 1 or Brandon No. 2, as the case may be.  The Proxies expire upon the earlier to occur of (i) December 3l 1993, or (ii) the date of the transfer of all of the related Common Stock by the limited partners.

 

As previously described in Item 4(a) above, Sacks and the Company have entered into the Sacks Agreement (Exhibit 5) and Schlosberg and the Company have entered into the Schlosberg

 

Page 32 of 226 Pages

 

Agreement (Exhibit 6).

 

In addition to granting options to acquire Common Stock, the Option Agreements require the Company to register shares of Common Stock acquired by Sacks and Schlosberg pursuant to their respective Options Agreements.  At the option of Sacks and Schlosberg, acting together, on one occasion at any time on or prior to November 8, 1996, the Company will, at its expense, register such shares under the Securities Act.  Sacks and Schlosberg may also have such shares included in a registration by the Company of Common Stock held by the Partnerships (see Section 6 of each Option Agreement).

 

The Purchase Agreement also requires the Company, at the option of the Partnerships, on one occasion at any time after two years following the date of the closing, to register an amount equal to 1/3 of the purchased shares less 250,000 shares of Common Stock (see Section 5 of the Purchase Agreement).

 

The Common Stock purchased by the Partnerships pursuant to the Purchase Agreement was issued to Partnerships without registration under the Securities Act in reliance on the SEC’s position that registration under the Securities Act is not required for a foreign offering of securities made in a manner reasonably designed to ensure that such securities will come to rest outside of the united States.  The Partnerships have agreed that for a period of twelve months after the date of Closing, they will not, directly or indirectly, offer to sell, resell, or deliver or redeliver their respective shares

 

Page 33 of 226 Pages

 

of Common Stock into the United States unless they are transferred pursuant to an effective registration statement or in compliance with Regulation S promulgated under the Securities Act (see Section 5 of the Purchase Agreement).

 

Item 7.                                     Materials to be Filed as Exhibits.

 

1.                                       Group Filing Agreement referred to in the Introduction hereof.

 

2.                                       Purchase Agreement referred to in items 3, 4, 5 and 6 hereof.

 

3.                                       Lien Letter referred to in Items 3 and 6 hereof.

 

4.                                       Sacks Agreement referred to in Items 4(a), 5 and 6 hereof.

 

5.                                       Schlosberg Agreement referred to Items 4(a), 5 and 6 hereof.

 

6.                                       Channel Partnership Agreement referred to in Item 6 hereof.

 

7.                                       Brandon No. 1 Partnership Agreement referred to in Item 6 hereof.

 

8.                                       Brandon No. 2 Partnership Agreement referred to in Item 6 hereof.

 

9.                                       Channel Subscription Agreement referred to in Item 6 hereof.

 

10.                                 Brandon No. 1 Subscription Agreement referred to in Item 6 hereof.

 

11.                                 Brandon No. 2 Subscription Agreement referred to in Item 6 hereof.

 

12.                                 Brandon No. 1 Proxy Agreement referred to in Item 6 hereof.

 

13.                                 Brandon No. 2 Proxy Agreement referred to in Item 6 hereof.

 

14.                                 Power of Attorney.

 

Page 34 of 226 Pages

 

SIGNATURES

 

After reasonable inquiry and to the best knowledge and belief of each of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated:  November 21, 1990.

 

BRANDON SECURITIES LIMITED				BRANDON LIMITED PARTNERSHIP NO. 1
By:	/s/ RODNEY CYRIL SACKS			By:	/s/ RODNEY CYRIL SACKS
	Name: Rodney Cyril Sacks				Name: Rodney Cyril Sacks
	Title:  a Director				Title:  General Director
By:	/s/ RODNEY CYRIL SACKS			BRANDON LIMITED PARTNERSHIP NO. 2
	Rodney Cyril Sacks,
	Individually
				By:	/s/ RODNEY CYRIL SACKS
					Name: Rodney Cyril Sacks,
/s/ HILTON HILLER SCHLOSBERG					Title:  General Partner
Hilton Hiller Schlosberg,
Individually				CHANNEL LIMITED PARTNERSHIP
				By:	/s/ HILTON HILLER SCHLOSBERG
					Name: Hilton Hiller Schlosberg
					Title:  General Partner

 

Page 35 of 226 Pages

 

SCHEDULE A

 

I.                                         Controlling Person, Executive Officers, and

                                                Directors of Channel Management Limited              

 

The business address of each of the executive officers and directors of Channel Management, Inc. is P.O. Box 71, Craigmuir Chambers, Tortola, British Virgin Islands.  The business address of the controlling person, Riverdale Limited, is as stated in Part II to this Schedule.

 

Name			Principal Occupation or Employment		Citizenship
A.	Directors
	Douglas Victor Dawe		Director of Channel Management		England
	Pamela Dawe		Director of Channel Management		England
	Donald Vernon Willis		Director of Channel Management		England
B.	Officers
	Douglas V. Dawe		President of Channel Management		England
	Pamela Dawe		Secretary of Channel Management		England
C.	Controlling Persons
	Riverdale Limited		Administrative Services		Channel Islands

 

Page 36 of 226 Pages

 

II.                                     Controlling Person, Executive Officer and Director of Riverdale Limited

 

The business address of Riverdale Limited and each of the executive officer, director and control person of Riverdale Limited is:

P.O. 124 Le Marchant House
Le Marchant Street
St. Peter Port
Guernsey, Channel Islands

 

Name			Principal Occupation or Employment		Citizenship
A.	Directors
	Leonard W. Durham		Director of Riverdale Limited		South Africa
B.	Officers
	Leonard W. Durham		Director of Riverdale Limited		South Africa
C.	Controlling Person
	Leonard W. Durham		Director of Riverdale Limited		South Africa

 

Page 37 of 226 Pages

 

INDEX OF EXHIBITS

 

Exhibit No.		Description		Page of this Schedule
1.		Group Filing Agreement referred to in the Introduction hereof.		40
2		Purchase Agreement referred in Items 3, 4, 5 and 6 hereof		Filed as Exhibit 2(a) to the registration statement .(No. 3335796) on Form S-4
3		Lien Letter referred to in Items 3 and 6 hereof		45
4		Sacks Agreement referred to in Items 4(a), 5 and 6 hereof		49
5		Schlosberg Agreement referred to in Items 4(a), 5 and 6 hereof		57
6		Channel Partnership Agreement referred to in Item 6 hereof		65
7		Brandon No. 1 Partnership Agreement referred to in Item 6 hereof		94
8		Brandon No. 2 Partnership Agreement referred to in Item 6 hereof		130
9		Channel Subscription Agreement referred to in Item 6 hereof		263
10		Brandon No. 1 Subscription Agreement referred to in Item 6 hereof		176
11		Brandon No. 2 Subscription Agreement referred to in Item 6 hereof		194
12		Brandon No. 1 Proxy Agreement referred to in Item 6 hereof		217

 

Page 38 of 226 Pages

 

13		Brandon No. 2 Proxy Agreement referred to in Item 6 hereof		220
14		Power of Attorney		223

 

Page 39 of 226 Pages

EXHIBIT 99.22

 

Amendment No. 1 to Schedule 13D

 

Introduction

 

This Amendment No. 1 (this “Amendment No. 1”) amends the statement on Schedule 13D, dated November 21, 1990 (the “Original Statement”) (the Original Statement and this Amendment No. 1 are sometimes hereinafter collectively called the “Schedule 13D”), relating to the Common Stock, par value $.005 per share (“Common Stock”), issued by Unipac Corporation (the “Company”), filed jointly by Channel Limited Partnership (“Channel”), Brandon Limited Partnership No. 1 (“Brandon No. 1”), Brandon Limited Partnership No. 2 (“Brandon No. 2”), Rodney Cyril Sacks (“Sacks”) , Hilton Hiller Schlosberg (“Schlosberg”) and Brandon Securities Limited (“Brandon Securities”) (Brandon No. 1, Brandon No. 2 and Channel are sometimes hereinafter collectively referred to as the “Partnerships” and the Partnerships, Sacks, Schlosberg and Brandon Securities are sometimes hereinafter collectively referred to as the “Group”), by (i) reflecting on the cover sheet the change of address of the person authorized to receive notices and communications, (ii) reflecting in Item 1 the change of address of the principal executive offices of the Company, (iii) reflecting in Item 2 the change of address of Sacks and Confidential Assignments, Inc. (“CAI”), (iv) disclosing in Items 3, 4(a) and 5(c) the release of certain of the shares of Common Stock and Class B Warrants (as defined in the Original Statement) previously reported as being held in

 

Page 8 of 24 Pages

 

escrow pending the receipt of the balance of the purchase price therefor, (iv) disclosing in Item 3 the replacement of Laventhol & Horwath (“Laventhol”) as the independent auditor previously reported as having responsibility for providing certain post-closing accounting services relating to the finalization of the purchase price for the Common Stock and Class B Warrants, (v) reflecting in Item 3 the change in the number of shares of Common Stock pledged by Brandon No. 2, (vi) disclosing in Items 3, 4(a) and 5 the final calculation of the purchase price for the Common Stock and Class B Warrants, (vii) disclosing in Items 4(g) and 6 an Agreement, dated February 14, 1991, between the Company and Omnia Holdings Inc.  (“Omnia”), which requires the Company to obtain the prior consent of Omnia before engaging in certain significant corporate transactions, and (viii) reflecting in Item 7 the filing of certain additional exhibits.

 

Any capitalized term used in this Amendment No. 1 and not otherwise defined herein shall have the meaning ascribed to such term in the Original Statement.

 

Item 1.                                                             Security and Issuer.

 

Item No. 1 is hereby amended as follows:

 

(i)                                     Delete in its entirety the address “2222 Martin, Suite 260, Irvine, California 92715” appearing on the top of page 9 of the Original Statement and insert in lieu thereof the following address: “4000 Barranca Parkway, Suite 250, Irvine, California 92714.”

 

Page 9 of 24 Pages

 

Item 2.                                                             Identity and Background.

 

Item 2 is hereby amended as follows:

 

(i)                                     The address for Sacks set forth in the first complete paragraph on page 10 of the Original Statement in response to Item 2(b) is hereby deleted and the following is inserted in lieu thereof: “c/o Unipac Corporation, 4000 Barranca Parkway, Suite 250, Irvine, California 92714.”

 

(ii)                                  The address for CVI set forth in the carry-over paragraph on page 11 of the Original Statement in response to Item 2(c) is hereby deleted and the following is inserted in lieu thereof: “20 Corporate Park, Suite 295, Irvine, California 92714”.

 

Item 3.                                                             Source and Amount of Funds.

 

Item 3 is hereby amended as follows:

 

(i)                                     Delete in its entirety the first paragraph of Item 3, which starts on the bottom of page 12 and is continued on page 13 of the Original Statement and insert in lieu thereof the following:

 

“This statement on Schedule 13D relates to a total of 7,339,737 shares of Common Stock beneficially owned by the Group consisting of (i) a total of 6,331,579 shares of Common Stock and a total of 633,158 Callable Common Stock Purchase Warrants, Class B (each a “Class B Warrant”), purchased by the Partnerships for an aggregate purchase price of $6,015,000, which purchase price was obtained from the working capital of the Partnerships, and (ii) an aggregate 375,000 shares of Common Stock issuable upon exercise of certain options held by

 

Page 10 of 24 Pages

 

Sacks and Schlosberg, as more specifically described below.  The above stated amounts of shares of Common Stock and Class B Warrants purchased by the Partnerships include 206,186 of the 773,196 shares of Common Stock and 20,618 of the 77,319 Class B Warrants that were issued and delivered into escrow on the date of the Closing for the benefit of Channel and Brandon No. 1 against receipt of the balance of the purchase price therefor by November 30, 1990 (as extended from November 14, 1990, the “Release Date”).  On the Release Date, an additional 206,186 shares of Common Stock and 20,618 Class B Warrants were delivered to Channel and Brandon No. 1 in accordance with their respective interests upon payment of an aggregate additional $200,000 therefor.  The remaining 567,010 shares of Common Stock and 56,701 Class B Warrants held in escrow prior to the Release Date for which payment was not received were returned to the Company and cancelled.  As a result of the purchase of shares of Common Stock and Class B Warrants pursuant to the Purchase Agreement and certain related transactions described below, the Group has collective beneficial ownership of a total of 7,339,737 shares of Common Stock (this total does not include 250,000 shares of Common Stock purchased by certain designees (the “Designees”) of Channel, Brandon No. 1 and Brandon No. 2 pursuant to the Purchase Agreement).”

 

(ii)                                  Delete in their entirety the first and second complete paragraphs appearing on page 16 of the Original Statement and insert in lieu thereof the following:

 

Page 11 of 24 Pages

 

“In addition, on the Release Date, a total of 206,186 shares of Common Stock and 20,618 Class B Warrants were released out of escrow upon the payment of an aggregate additional purchase price of $200,000, subject to the aforementioned adjustments, as follows: (i) Brandon No. 1 received 137,457 of the escrowed shares of Common Stock and 13,746 of the escrowed Class B Warrants upon payment of $133,333 and (ii) Channel received 68,729 of the escrowed shares of Common Stock and 6,872 of the escrowed Class B Warrants upon payment of $66,667.  The remaining 567,010 shares of Common Stock and 56,701 Class B Warrants held in escrow prior to the Release Date were returned to the Company and cancelled.

 

On March 13, 1991, the final NTAV of CVI on the date of Closing was determined resulting in a decrease from the amount provisionally estimated at $.97 per share to an adjusted amount of $.95 per share and, consequently, the aggregate number of shares of Common Stock and Class B Warrants issued to the Partnerships was increased.  As a consequence of the calculation of the final NTAV, the Company issued to the Partnerships, in accordance with their respective interests, an aggregate additional 130,548 shares of Common Stock and 13,055 Class B Warrants.  In addition, by reason of the adjustment of the purchase price for shares of Common Stock based on the final NTAV calculation, the Company refunded an aggregate of $12,500 to the Designees.

 

After giving effect to the price adjustment, the Partnerships purchased an aggregate of 6,331,579 shares of

 

Page 12 of 24 Pages

 

Common Stock and 633,158 Class B Warrants for an aggregate purchase price of $6,015,000 and the Designees purchased an aggregate of 250,000 shares of Common Stock for an aggregate purchase price of $237,500.

 

Pursuant to the Purchase Agreement, the balance sheet of CVI as at the date of the Closing was to be audited and reviewed by Laventhol, an independent auditor, which was also to determine final NTAV.  Since Laventhol entered into voluntary bankruptcy proceedings under Chapter 11 of the Bankruptcy Code on November 21, 1990 and ceased performing accounting services, Coopers & Lybrand, an independent auditor (“C&L”), was chosen as Laventhol’s successor by agreement among the parties to the Purchase Agreement.

 

True copies of a letter, dated March 13, 1991, from Thomas P.  Mikrut of C&L to the parties to the Purchase Agreement regarding the final number of shares of Common Stock and Class B Warrants to which the Partnerships are entitled under the Purchase Agreement and the related calculation of the final NTAV of CVI prepared by C&L (the “Adjustment Statement”) is incorporated by reference as Exhibit 15 hereto and is incorporated herein by reference.  Any description set forth in the Schedule 13D regarding the Adjustment Statement and the related adjustment to the number of, or purchase price for, shares of Common Stock and Class B Warrants issued under the Purchase Agreement, is qualified in its entirety by such reference.

 

Page 13 of 24 Pages

 

The calculation of the final NTAV of $.95 per share was determined by C&L in the manner set forth in the Adjustment Statement.”

 

(iii)                               The number “3,917,526” set forth in the second sentence of the second paragraph appearing on page 17 of the Original Statement is hereby deleted and the number “4,000,000” is inserted in lieu thereof.

 

Item 4.                                                             Purpose of the Transaction.

 

Item 4 is hereby amended as follows:

 

(i)                                     Delete in their entirety the first and second complete paragraphs appearing on page 18 of the Original Statement in response to Item 4(a) and insert in lieu thereof the following:

 

“As described in Item 3 above, on the Release Date, an aggregate of 206,186 shares of Common Stock and 20,168 Class B Warrants were released from escrow and delivered to Channel and Brandon No. 1 upon the payment of an aggregate additional purchase price of $200,000.

 

In addition and as also described in Item 3 above, on March 13, 1991, the purchase price for the Common Stock and Class B Warrants was adjusted based upon the final NTAV of CVI as set forth in the Adjustment Statement.  The adjustment to the purchase price based upon a final NTAV of $.95 per share resulted in the issuance by the Company to the Partnerships, in accordance with their respective interests, of an aggregate additional 130,548 shares of Common Stock and 13,055 Class B Warrants.”

 

Page 14 of 24 Pages

 

(ii)                                  Delete in its entirety the response “Not Applicable” to Item 4(g) appearing on the bottom of page 21 of Original Statement and insert in lieu thereof the following:

 

“A true copy of an Agreement, dated February 14, 1991 (the “Omnia Agreement”), between the Company and Omnia is incorporated by reference as Exhibit 16 hereto and is incorporated herein by reference.  Any description set forth in the Schedule 13D of the terms and conditions of the Omnia Agreement is qualified in its entirety by such reference.

 

Omnia is a Panamanian corporation which is a limited partner of Brandon No. 1 and Channel.  Walton Imrie (“Imrie”) is the controlling person of Omnia and a business associate of Sacks and Schlosberg.  Except as described below, to the knowledge of the members of the Group, neither Omnia nor Imrie has any direct or indirect beneficial interest in shares of Common Stock of the Company.  Omnia’s interest in the securities of the Company consists solely of the limited partnership interest it holds in Brandon No. 1 and Channel, each of which owns directly shares of Common Stock and Class B Warrants.  Imrie’s interest in the securities of the Company consists solely of 75,000 shares of Common Stock which he acquired as one of the Designees under the Purchase Agreement.

 

The Omnia Agreement provides, among other things, that without the prior consent of Omnia and so long as Omnia is a limited partner of Brandon No. 1 and Channel, the Company cannot, among other things, (i) sell or acquire assets constituting the whole or greater part of its assets, (ii) materially change the nature of its business, (iii) merge,

 

Page 15 of 24 Pages

 

consolidate or dissolve, (iv) issue a material number of shares of its capital stock, except in the ordinary course of business or as contemplated by the Purchase Agreement or (v) amend its Certificate of Incorporation or By-laws with respect to any material matter.  The provisions of the Omnia Agreement which require the prior consent of Omnia to certain significant corporate actions may operate to prevent or impede an acquisition of control of the Company.”

 

Item 5.                                                             Interest in Securities of Issuer.

 

Item 5 is hereby amended as follows:

 

(i)                                     Delete Item 5 in its entirety and insert in lieu thereof the following (including the Footnotes set forth below):

 

(a)                                  “As of the date hereof, the aggregate number and percentage of Common Stock beneficially owned by the Group is 7,339,7372(2) shares of Common Stock or 89.3% of 8,218,472(3) shares of Common Stock issued and outstanding or deemed issued

 

(2)                                  Includes (i) 633,158 shares or 7.7% of the Common Stock, issuable upon exercise of all of the Class B Warrants held by the Partnerships, (ii) 187,500 shares or 2.3% of Common Stock issuable upon the exercise of the options granted to Sacks pursuant to the Sacks Agreement, and (iii) 187,500 shares or 2.3% of the Common Stock issuable upon the exercise of the options granted to Schlosberg pursuant to the Schlosberg Agreement.  N.B.  All percentages stated in this Item 5 assume exercise of all of the rights to purchase Common Stock described in this Footnote 2.

(3)                                  The total shares are comprised of the 7,210,314 shares of Common Stock issued and outstanding plus the total number of shares issuable to members of the Group pursuant to the rights to purchase shares described in the Footnote 2.

 

Page 16 of 24 Pages

 

and outstanding for purposes of calculating the percentage of ownership.  As of the date hereof, Channel, Brandon No. 1 and Brandon No. 2 directly beneficially own l,387,544(4) shares or 18.9% of the Common Stock, 1,177,193(5) shares or 16.1% of the Common Stock, and 4,400,000(6) shares or 57.8% of the Common Stock, respectively.

 

As of the date hereof, Schlosberg beneficially owns an aggregate of 7,152,237(7) shares or 89.1% of the Common Stock.  The nature of his beneficial ownership is as follows: (i) 187,500 shares or 2.3% of the Common Stock, relating to shares to be owned directly upon exercise of all of the options granted pursuant to the Schlosberg Agreement, (ii) 1,387,544(8) shares or 18.9% of the Common Stock, relating to shares owned indirectly by virtue of his position as the sole general partner of Channel, (iii) 1,177,193(9) shares or 16.1% of the

 

(4)                                  Includes 126,140 shares or 1.5% of the Common Stock issuable upon the exercise of the Class B Warrants held by Channel.

(5)                                  Includes 107,018 shares or 1.3% of the Common Stock issuable upon the exercise of Class B Warrants held by Brandon No. 1.

(6)                                  Includes 400,000 shares or 4.9% of the Common Stock issuable upon the exercise of Class B Warrants held by Brandon No. 2.

(7)                                  See Footnotes 4, 5 and 6.  Also includes 187,500 shares or 2.3% of the Common Stock issuable upon the exercise of the options granted pursuant to the Schlosberg Agreement.

(8)                                  See Footnote 4.

(9)                                  See Footnote 4.

 

Page 17 of 24 Pages

 

Common Stock, relating to shares owned indirectly by virtue of his position as one of the general partners of Brandon No. 1 and as  the controlling person of Brandon Securities, another general partner of Brandon No. 1, and (iv) 4,400,000(10) shares or 57.8% of the Common Stock, relating to shares owned indirectly by virtue of his position as one of the general partners of Brandon No. 2 and as the controlling person of Brandon Securities, another general partner of Brandon No. 2.

 

As of the date hereof, Sacks beneficially owns an aggregate of 5,764,693(11) shares or 72.9% of the Common Stock.  The nature of his beneficial ownership is as follows: (i) 187,500 shares or 2.3% of the Common Stock, relating to shares to be owned directly upon exercise of all of the options granted pursuant to the Sacks Agreement; (ii) 1,177,193(12) shares or 16.1% of the Common Stock, relating to shares owned indirectly by virtue of his position as one of the general partners of Brandon No. 1, and (iii) 4,400,000(13) shares or 57.8% of the Common Stock, relating to shares owned indirectly by virtue of his position as one of the general partners of Brandon No. 2.

 

(10)                            See Footnote 6.

(11)                            See Footnotes 5 and 6.  Also, includes 187,500 shares or 2.3% of Common Stock issuable upon the exercise of the options granted to Sacks pursuant to the Sacks Agreement.

(12)                            See Footnote 5.

(13)                            See Footnote 6.

 

 

Page 18 of 24 Pages

 

As of the date hereof, Brandon Securities indirectly beneficially owns 5,577,193(14) shares or 72.3% of the Common Stock, relating to shares owned indirectly by virtue of its position as one of the general partners of Brandon No. 1 and Brandon No. 2.

 

As of the date hereof, none of Channel Management or its controlling person, executive officers, or directors own beneficially, whether directly or indirectly, any shares of Common Stock.

 

Each of the members of the Group disclaims beneficial ownership of the Common Stock held on behalf of the other reporting persons other than, in the case of Sacks, the Common Stock and Class B Warrants held by Brandon No. 1 and Brandon No. 2, in the case of Schlosberg, the Common Stock and Class B Warrants held by Channel, Brandon No. 1 and Brandon No. 2, and, in the case of Brandon Securities, the Common Stock and Class B Warrants held by Brandon No. 1 and Brandon No. 2.

 

(b)                                 Channel has the sole power to vote and dispose of 1,387,544 shares or 18.9% of the Common Stock that is directly beneficially owned by it.  Brandon No. 1 has sole power to vote and dispose of 1,177,193 shares or 16.1% of the Common Stock that is directly beneficially owned by it.  Brandon No. 2 has sole power to vote and dispose of 4,400,000 shares or 57.8% of the Common Stock that is directly beneficially owned by it.  Schlosberg may be deemed (i) to have

 

(14)                            See Footnotes 5 and 6.

 

Page 19 of 24 Pages

 

sole power to vote and dispose of 187,500 shares or 2.3% of the Common Stock that is directly beneficially owned by him, (ii) to have sole power to vote and dispose of all of the 1,387,544 shares or 18.9% of the Common Stock that is directly beneficially owned by Channel, by virtue of his position as the general partner of Channel, (iii) to have shared power to vote and dispose of all of the 1,177,193 shares or 16.1% of the Common Stock that is directly beneficially owned by Brandon No. 1, by virtue of his position as one of the general partners of Brandon No. 1 and as a controlling person of Brandon Securities, another general partner of Brandon No. 1, and (iv) to have shared power to vote and dispose of all of the 4,000,000 shares or 57.8% of the Common Stock that is directly beneficially owned by Brandon No. 2, by virtue of his position as one of the general partners of Brandon No. 2 and the controlling person of Brandon Securities, another general partner of Brandon No. 2.  Sacks may be deemed (i) to have sole power to vote and dispose of 187,500 shares or 2.3% of the Common Stock that is directly beneficially owned by him, (ii) to have shared power to vote and dispose of all of the 1,177,193 shares or 16.1% of the Common Stock that is directly beneficially owned by Brandon No.1, by the virtue of his position as one of the general partners of Brandon No. 1 and (iii) to have and shared power to vote and dispose of all of the 4,400,000 shares or 57.8% of the Common Stock that is directly beneficially owned by Brandon No. 2, by virtue of his position as one of the general partners of Brandon No. 2.  Brandon

 

Page 20 of 24 Pages

 

Securities may be deemed (i) to have shared power to vote and dispose of all of the 1,177,193 shares or 16.1% of the Common Stock that is directly beneficially owned by Brandon No. 1, by virtue of its position as one of the general partners of Brandon No. 1 and (ii) to have shared power to vote and dispose of all of the 4,400,000 shares or 57.8% of the Common Stock that is directly beneficially owned by Brandon No. 2, by virtue of its position as one of the general partners of Brandon No. 2.  None of Channel Management or its controlling person, executive officers or directors has sole or shared power to vote or direct the vote or dispose or direct the disposition of any shares of Common Stock.

 

(c)                                  See Item 3 for a description of the purchase of shares of Common Stock and Class B Warrants by the Partnerships, including those shares of Common Stock and Class B Warrants delivered to Channel and Brandon No. 1 after being released from escrow.  In addition, see Items 3 and 4(a) for a description of the purchase price adjustment which resulted in an increase in the number of shares of Common Stock and Class B Warrants received by the Partnerships pursuant to the Purchase Agreement.”

 

Item 6.                    Contracts, Arrangement, Understandings or
Relationships with Respect to the Securities of the Issuer.

 

Item 6 is hereby amended as follows:

 

(i)                                     Insert immediately after the end of the carry-over paragraph on the top of page 34 of the Original Statement the following:

 

Page 21 of 24 Pages

 

“As previously described in Item 4(g), the Company and Omnia have entered into the Omnia Agreement, which, among other things, provides that the Company, without the prior consent of Omnia, cannot, among other things, (i) sell or acquire assets consisting the whole or greater part of its assets, (ii) materially change the nature of its business, (iii) merge, consolidate or dissolve, (iv) issue a material number of shares of its capital stock other than in the ordinary course of business or as contemplated by the Purchase Agreement or (v) amend its Certificate of Incorporation or By-laws with respect to any material matter.”

 

Item 7.                    Materials to be Filed as Exhibits.

 

Item 7 is hereby amended as follows:

 

(i)                                     insert the following after number “14” thereof:

 

“15.  Letter, dated March 13, 1991, from Thomas P.  Mikrut of C&L to the parties to the Purchase Agreement with attached Adjustment Statement prepared by C&L.

 

16.                                 Omnia Agreement, dated February 14, 1991, between the Company and Omnia.”

 

Page 22 of 24 Pages

 

SIGNATURES

 

After reasonable inquiry and to the best knowledge and belief of each of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Date:  March 29, 1991

 

BRANDON SECURITIES LIMITED

BRANDON LIMITED PARTNERSHIP NO. 1

By:

/s/ RODNEY CYRIL SACKS

By:

/s/ RODNEY CYRIL SACKS

Name:

Rodney Cyril Sacks

Name:

Rodney Cyril Sacks

Title:

Director

Title:

General Partner

By:

/s/ RODNEY CYRIL SACKS

BRANDON LIMITED PARTNERSHIP NO. 2

Rodney Cyril Sacks,

Individually

By:

/s/ RODNEY CYRIL SACKS

Name:

Rodney Cyril Sacks

Title:

General Partner

/s/ HILTON HILLER SCHLOSBERG*

Hilton Hiller Schlosberg,

Individually

CHANNEL LIMITED PARTNERSHIP

By:

/s/ HILTON HILLER SCHLOSBERG*

Name:      Hilton Hiller Schlosberg

Title:     General Partner

*

By:

/s/ RODNEY CYRIL SACKS

Rodney Cyril Sacks

Attorney-in-fact

 

Page 23 of 24 Pages

 

INDEX OF EXHIBITS

 

 

Exhibit No.		Description		Page of this Schedule
15		Adjustment Statements, dated March 13, 1991, prepared by C&L referred to in Items 3 and 4(a) hereof		Incorporated by reference to Exhibit 2 of the Company’s Current Report on Form 8-K dated March 13, 1991
16		Omnia Agreement, dated February 14, 1991, between the Company and Omnia, referred to in Items 4(g) and 6 hereof		Incorporated by reference to Exhibit 10(k) of the Company’s annual report on Form 10-K for the year ended December 31, 1990

 

Page 24 of 24 Pages