Filed On 6/27/02 3:11pm ET ˇ SEC File 5-34085 ˇ Accession Number 927016-2-3440
As Of Filer Filing As/For/On Docs:Pgs Issuer Agent
6/27/02 Levy Richard D SC 13D/A 3:32 Oriole Homes Corp Donnelley R R & S..07/FA
Allison Sacks
Avraham R/Lampert Irrevocable Trust
Beatrice Levy
Daniel H. Levy
David J. Levy
Davida Levy
Elka N/Lampert Irrevocable Trust
Grandco Associates
Hapco Company
Harry A. Levy
Harry A/Levy Grandchildren's Trust
Jo Ann Levy
Jo Ann M. Levy
Joel M. Levy
Levor Associates
Mark A. Levy
Richard D/Levy Grandchildren's Trust
Robert A. Levy
Amendment to General Statement of Beneficial Ownership ˇ Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D/A Amend No. 3 27 102K
2: EX-1 Joint Reporting Agreement and Power of Attorney 3 15K
3: EX-2 Proposal Letter 2 13K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 3)
Under the Securities Exchange Act of 1934*
Oriole Homes Corp.
(Name of Issuer)
Class A Common Stock, $.10 par value
Class B Common Stock, $.10 par value
(Title of Class of Securities)
686264102 (Class A)
686264201 (Class B)
(CUSIP Number)
Richard D. Levy
Harry A. Levy
Mark A. Levy
1690 South Congress Avenue
Suite 200
Delray Beach, FL 33445
(561) 274-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 22, 2002
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP No. 646264102 (Class A)
CUSIP No. 686264201 (Class B) Page 2 of 27
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RICHARD D. LEVY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
PF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION - United States
7 SOLE VOTING POWER
172,498 (Class A)
89,582 (Class B)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 325,337 (Class A)
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
172,498 (Class A)
89,582 (Class B)
10 SHARED DISPOSITIVE POWER
325,337 (Class A)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
497,835 (Class A)
89,582 (Class B)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.72% (Class A)
3.23% (Class B)
14 TYPE OF REPORTING PERSON (See Instructions)
IN
SCHEDULE 13D
CUSIP No. 646264102 (Class A)
CUSIP No. 686264201 (Class B) Page 3 of 27
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BEATRICE LEVY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
PF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION - United States
7 SOLE VOTING POWER
25,334 (Class A)
23,384 (Class B)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
25,334 (Class A)
23,384 (Class B)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,334 (Class A)
23,384 (Class B)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.36% (Class A)
0.84% (Class B)
14 TYPE OF REPORTING PERSON (See Instructions)
IN
SCHEDULE 13D
CUSIP No. 646264102 (Class A)
CUSIP No. 686264201 (Class B) Page 4 of 27
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HARRY A. LEVY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
PF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION - United States
7 SOLE VOTING POWER
189,405 (Class A)
123,340 (Class B)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 325,337 (Class A)
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
189,405 (Class A)
123,340 (Class B)
10 SHARED DISPOSITIVE POWER
325,337 (Class A)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
514,742 (Class A)
123,340 (Class B)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.62% (Class A)
4.45% (Class B)
14 TYPE OF REPORTING PERSON (See Instructions)
IN
SCHEDULE 13D
CUSIP No. 646264102 (Class A)
CUSIP No. 686264201 (Class B) Page 5 of 27
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DAVIDA LEVY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
PF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION - United States
7 SOLE VOTING POWER
5,038 (Class A)
5,038 (Class B)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
5,038 (Class A)
5,038 (Class B)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,038 (Class A)
5,038 (Class B)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.03% (Class A)
0.18% (Class B)
14 TYPE OF REPORTING PERSON (See Instructions)
IN
SCHEDULE 13D
CUSIP No. 646264102 (Class A)
CUSIP No. 686264201 (Class B) Page 6 of 27
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MARK A. LEVY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
PF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION - United States
7 SOLE VOTING POWER
93,412 (Class A)
88,632 (Class B)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 121,758 (Class A)
EACH 167,458 (Class B)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
93,412 (Class A)
88,632 (Class B)
10 SHARED DISPOSITIVE POWER
121,758 (Class A)
167,458 (Class B)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
215,170 (Class A)
256,090 (Class B)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.55% (Class A)
9.24% (Class B)
14 TYPE OF REPORTING PERSON (See Instructions)
IN
SCHEDULE 13D
CUSIP No. 646264102 (Class A)
CUSIP No. 686264201 (Class B) Page 7 of 27
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JO ANN M. LEVY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
PF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION - United States
7 SOLE VOTING POWER
2,210 (Class A)
1,585 (Class B)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
2,210 (Class A)
1,585 (Class B)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,210 (Class A)
1,585 (Class B)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.12% (Class A)
0.06% (Class B)
14 TYPE OF REPORTING PERSON (See Instructions)
IN
SCHEDULE 13D
CUSIP No. 646264102 (Class A)
CUSIP No. 686264201 (Class B) Page 8 of 27
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JO ANN LEVY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
PF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION - United States
7 SOLE VOTING POWER
44,312 (Class A)
37,000 (Class B)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
44,312 (Class A)
37,000 (Class B)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,312 (Class A)
37,000 (Class B)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.38% (Class A)
1.34% (Class B)
14 TYPE OF REPORTING PERSON (See Instructions)
IN
SCHEDULE 13D
CUSIP No. 646264102 (Class A)
CUSIP No. 686264201 (Class B) Page 9 of 27
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DANIEL H. LEVY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
PF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION - United States
7 SOLE VOTING POWER
16,529 (Class A)
16,529 (Class B)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 21,000 (Class A)
EACH 66,700 (Class B)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
16,529 (Class A)
16,529 (Class B)
10 SHARED DISPOSITIVE POWER
21,000 (Class A)
66,700 (Class B)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,529 (Class A)
83,229 (Class B)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.01% (Class A)
3.00% (Class B)
14 TYPE OF REPORTING PERSON (See Instructions)
IN
SCHEDULE 13D
CUSIP No. 646264102 (Class A)
CUSIP No. 686264201 (Class B) Page 10 of 27
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ALLISON SACKS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
PF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION - United States
7 SOLE VOTING POWER
30,394 (Class A)
24,079 (Class B)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
30,394 (Class A)
24,079 (Class B)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,394 (Class A)
24,079 (Class B)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.63% (Class A)
0.87% (Class B)
14 TYPE OF REPORTING PERSON (See Instructions)
IN
SCHEDULE 13D
CUSIP No. 646264102 (Class A)
CUSIP No. 686264201 (Class B) Page 11 of 27
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOEL M. LEVY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
PF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION - United States
7 SOLE VOTING POWER
28,851 (Class A)
28,537 (Class B)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 14,037 (Class A)
EACH 21,637 (Class B)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
28,851 (Class A)
28,537 (Class B)
10 SHARED DISPOSITIVE POWER
14,037 (Class A)
21,637 (Class B)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,888 (Class A)
50,174 (Class B)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.30% (Class A)
1.81% (Class B)
14 TYPE OF REPORTING PERSON (See Instructions)
IN
SCHEDULE 13D
CUSIP No. 646264102 (Class A)
CUSIP No. 686264201 (Class B) Page 12 of 27
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ROBERT A. LEVY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
PF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION - United States
7 SOLE VOTING POWER
30,776 (Class A)
30,776 (Class B)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 14,037 (Class A)
EACH 21,637 (Class B)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
30,776 (Class A)
30,776 (Class B)
10 SHARED DISPOSITIVE POWER
14,037 (Class A)
21,637 (Class B)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,813 (Class A)
52,413 (Class B)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.41% (Class A)
1.89% (Class B)
14 TYPE OF REPORTING PERSON (See Instructions)
IN
SCHEDULE 13D
CUSIP No. 646264102 (Class A)
CUSIP No. 686264201 (Class B) Page 13 of 27
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DAVID J. LEVY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
PF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION - United States
7 SOLE VOTING POWER
19,628 (Class A)
21,328 (Class B)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 14,037 (Class A)
EACH 21,637 (Class B)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
19,628 (Class A)
21,328 (Class B)
10 SHARED DISPOSITIVE POWER
14,037 (Class A)
21,637 (Class B)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,665 (Class A)
42,965 (Class B)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.81% (Class A)
1.55% (Class B)
14 TYPE OF REPORTING PERSON (See Instructions)
IN
SCHEDULE 13D
CUSIP No. 646264102 (Class A)
CUSIP No. 686264201 (Class B) Page 14 of 27
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ELKA N. LAMPERT IRREVOCABLE TRUST
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
PF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION - United States
7 SOLE VOTING POWER
2,950 (Class A)
3,550 (Class B)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
2,950 (Class A)
3,550 (Class B)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,950 (Class A)
3,550 (Class B)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see Instructions) [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.16% (Class A)
0.13% (Class B)
14 TYPE OF REPORTING PERSON (See Instructions)
OO
SCHEDULE 13D
CUSIP No. 646264102 (Class A)
CUSIP No. 686264201 (Class B) Page 15 of 27
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AVRAHAM R. LAMPERT IRREVOCBLE TRUST
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
PF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION - United States
7 SOLE VOTING POWER
687 (Class A)
1,087 (Class B)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
687 (Class A)
1,087 (Class B)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
687 (Class A)
1,087 (Class B)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.04% (Class A)
0.04% (Class B)
14 TYPE OF REPORTING PERSON (See Instructions)
OO
SCHEDULE 13D
CUSIP No. 646264102 (Class A)
CUSIP No. 686264201 (Class B) Page 16 of 27
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HARRY A. LEVY GRANDCHILDREN'S TRUST
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
PF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION - United States
7 SOLE VOTING POWER
10,400 (Class A)
17,000 (Class B)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
10,400 (Class A)
17,000 (Class B)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,400 (Class A)
17,000 (Class B)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.56% (Class A)
0.61% (Class B)
14 TYPE OF REPORTING PERSON (See Instructions)
OO
SCHEDULE 13D
CUSIP No. 646264102 (Class A)
CUSIP No. 686264201 (Class B) Page 17 of 27
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RICHARD D. LEVY GRANDCHILDREN'S TRUST
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
PF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION - United States
7 SOLE VOTING POWER
21,000 (Class A)
66,700 (Class B)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
21,000 (Class A)
66,700 (Class B)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,000 (Class A)
66,700 (Class B)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.13% (Class A)
2.41% (Class B)
14 TYPE OF REPORTING PERSON (See Instructions)
OO
SCHEDULE 13D
CUSIP No. 646264102 (Class A)
CUSIP No. 686264201 (Class B) Page 18 of 27
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HAPCO COMPANY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
PF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION - United States
7 SOLE VOTING POWER
25,337 (Class A)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
25,337 (Class A)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,337 (Class A)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.36% (Class A)
14 TYPE OF REPORTING PERSON (See Instructions)
CO
SCHEDULE 13D
CUSIP No. 646264102 (Class A)
CUSIP No. 686264201 (Class B) Page 19 of 27
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LEVOR ASSOCIATES
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
PF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION - United States
7 SOLE VOTING POWER
300,000 (Class A)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
300,000 (Class A)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,000 (Class A)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.1% (Class A)
14 TYPE OF REPORTING PERSON (See Instructions)
PN
SCHEDULE 13D
CUSIP No. 646264102 (Class A)
CUSIP No. 686264201 (Class B) Page 20 of 27
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GRANDCO ASSOCIATES
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
PF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION - United States
7 SOLE VOTING POWER
100,758 (Class A)
100,758 (Class B)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
100,758 (Class A)
100,758 (Class B)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,758 (Class A)
100,758 (Class B)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.41% (Class A)
3.63% (Class B)
14 TYPE OF REPORTING PERSON (See Instructions)
PN
SCHEDULE 13D
CUSIP No. 646264102 (Class A)
CUSIP No. 686264201 (Class B) Page 21 of 27
This Schedule 13D is being filed by Richard D. Levy and Harry A. Levy and the
other Reporting Persons described in Item 2 hereof and supercedes the Schedule
13D previously filed by Richard D. Levy and Harry A. Levy which was last amended
by Amendment No. 2 thereto dated February 4, 1976.
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the Class A Common Stock, par value
$.10 per share, and the Class B Common Stock, par value $.10 per share, of
Oriole Homes Corp., a Florida corporation (the "Company"). The principal
executive offices are located at 1690 South Congress Avenue, Suite 200, Delray
Beach, Florida 33445. The Class A Common Stock and the Class B Common Stock are
collectively referred to herein as the "Common Stock."
ITEM 2. IDENTITY AND BACKGROUND
(a) The Schedule 13D is being filed by (i) Richard D. Levy, (ii) Harry A.
Levy, (iii) Beatrice Levy, (iv) Davida Levy, (v) Mark A. Levy (vi) Jo Ann M.
Levy (vii) Jo Ann Levy (viii) Daniel H. Levy, (ix) Allison Sacks, (x) Joel M.
Levy (xi) Robert A. Levy, (xii) David J. Levy, (xiii) Elka N. Lampert
Irrevocable Trust, (xiv) Avraham R. Lampert Irrevocable Trust, (xv) Harry A.
Levy Granchildren's Trust, (xvi) Richard D. Levy Grandchildren's Trust, (xvii)
Hapco Company, (xviii) Levor Associates, and (xix) Grandco Associates,
(collectively, the "Reporting Persons").
(b)-(c) Richard D. Levy has served as Chairman of the Board and Chief Executive
Officer of the Company since January 1976. Mr. Levy has been an executive
officer and Director of the Company since its organization in 1963.
Harry A. Levy has served as Vice Chairman of the Board since May 1991 and as
Secretary of the Company since 1968. Mr. Levy is presently devoting the majority
of his time at the Company, in addition to overseeing other family interests and
investments. Mr. Levy has been a Director since 1963. Harry A. Levy is the
brother of Richard D. Levy.
Mark A. Levy has served as President and Chief Operating Officer since December
1984 and has been employed by the Company since January 1975. Mr. Levy has been
a Director since 1982. Mark A. Levy is the son of Richard D. Levy.
Beatrice Levy is the wife of Richard D. Levy. Davida Levy is the wife of Harry
A. Levy. Jo Ann M. Levy is the wife of Mark Levy.
Jo Ann Levy is the daughter of Richard D. Levy and an employee of the Company.
Daniel H. Levy is the son of Richard D. Levy and an employee of the Company.
Allison Sacks is the daughter of Richard D. Levy.
Joel M. Levy, Robert A. Levy and David J. Levy are the children of Harry A. Levy
and employees of the Company.
SCHEDULE 13D
CUSIP No. 646264102 (Class A)
CUSIP No. 686264201 (Class B) Page 22 of 27
Elka N. Lampert Irrevocable Trust is a trust established for the granddaughter
of Harry A. Levy; Joel M. Levy, Robert A. Levy and David J. Levy are the
trustees. Avraham R. Lampert Irrevocable Trust is a trust established for the
grandson of Harry A. Levy; Joel M. Levy, Robert A. Levy and David J. Levy are
the trustees.
Harry A. Levy Granchildren's Trust is a trust established for the benefit of the
grandchildren of Harry A. Levy; Joel M. Levy, Robert A. Levy and David J. Levy
are the trustees. Richard D. Levy Grandchildren's Trust is a trust established
for the benefit of the grandchildren of Richard D. Levy; Mark A. Levy and Daniel
H. Levy are the trustees.
Hapco Company is a partnership, the partners of which are Richard D. Levy and
Harry A. Levy. Levor Associates is a partnership, the partners of which are
Harry A. Levy, Richard D. Levy, their wives, their children and Grandco
Associates. Grandco Associates is a partnership, the partners of which are all
of the children of Richard D. Levy and Harry A. Levy.
The business address of each of the Reporting Persons is c/o Richard D. Levy,
Oriole Homes Corp., 1690 South Congress Avenue, Suite 200, Delray Beach, Florida
33445.
(d)-(e) During the last five years, none of the above referenced Reporting
Persons attached hereto have been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (ii) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which he, she or it 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) Each of the Reporting Persons is (i) a citizen of the United States or
(ii) organized under the laws of a state of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
If the Reporting Persons were to purchase the outstanding shares of the Issuer
not currently owned by the Reporting Persons pursuant to the Proposed
Transaction (as defined in Item 4, below), the amount of funds necessary to
complete the Proposed Transaction is presently expected to be approximately
$10,015,000. The Reporting Persons currently anticipate that such funds would be
provided substantially by external financing. With respect to the shares of
Common Stock currently held by the Reporting Persons, each of the Reporting
Persons originally acquired such shares for cash.
ITEM 4. PURPOSE OF TRANSACTION
With respect to the shares of Common Stock currently held by the Reporting
Persons, a significant majority of such shares were acquired by members of the
Levy family prior to the Company becoming a publicly trading company and have
been held by the Levy family for over 25 years. This Schedule 13D amendment is
being filed as a result of the Proposed Transaction and the resulting
SCHEDULE 13D
CUSIP No. 646264102 (Class A)
CUSIP No. 686264201 (Class B) Page 23 of 27
change in the Reporting Persons' investment intent as described below. Although
the Reporting Persons made a single proposal to the Special Committee of the
Board of Directors of the Company (as described below), there is no oral or
written arrangement among the Reporting Persons to act in concert with respect
to their ownership of the Common Stock. Accordingly, each of the Reporting
Persons can vote, in their own discretion, the shares of Common Stock
individually held in their names.
On May 22, 2002, the Reporting Persons, by and through its counsel, presented a
letter (the "Proposal Letter") to the Chairman of the Special Committee of the
Board of Directors of the Issuer in which the Reporting Persons made a
preliminary, non-binding proposal to acquire all of the outstanding shares of
Common Stock not owned by the Reporting Persons at a price of $3.53 per share
(the "Proposed Transaction"). Approximately 743,630 issued and outstanding
shares of Class A Common Stock, and 2,093,470 issued and outstanding shares of
Class B Common Stock, are not owned by the Reporting Persons. The Proposed
Transaction, if completed, would have an equity value of approximately
$10,015,000. The Proposed Transaction is subject to financing and approval by
the Board of Directors and stockholders of the Issuer and does not represent a
binding offer or proposal. The purpose of the Proposed transaction is to acquire
all of the outstanding shares of Common Stock not currently owned by the
Reporting Persons. The Proposal Letter is attached hereto as Exhibit 2 and is
incorporated herein by reference.
The Reporting Persons anticipate that if the Proposed Transaction is completed,
the Issuer will become a wholly-owned subsidiary of an acquisition entity to be
formed by the Reporting Persons and that the Reporting Persons will seek to
cause the Common Stock to be delisted from trading on the American Stock
Exchange and to cause the termination of registration of the Common Stock
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.
In its Quarterly report on Form 10-Q for the quarter ended March 31, 2002 (the
"10-Q Report"), the Company reported that it is in the process of considering
strategic alternatives to current operating strategies in an effort to maximize
shareholder value and, in that regard, the Company's Board of Directors has
formed a Special Committee comprised of the three independent members of the
Board which has retained a financial adviser (to provide the Special Committee
with financial advisory services and a valuation of the Company) and legal
counsel for the Special Committee. On May 22, 2002, the Reporting Persons
determined to act together for the purpose of commencing a dialogue with the
Company's management and the Special Committee and its financial advisor with
respect to the Proposed Transaction.
The Reporting Persons are considering various alternative courses of action with
respect to the management and ongoing operations of the Company. Accordingly,
the Reporting Persons may engage in any number of activities, including without
limitation: (i) the acquisition of additional Common Stock; (ii) the acquisition
of all of the remaining outstanding Common Stock of the Company (whether by
means of a merger or another form of transaction); (iii) meetings and
discussions with the Board of Directors of the Company with the intent of
influencing the Company's business and affairs in this regard; and (iv) any
other activities deemed by the Reporting Persons to be effective for the purpose
of so influencing the business and affairs of the Company. The Reporting Persons
reserve the right to acquire additional shares of Common Stock or to dispose of
all or some of their shares through privately negotiated and/or open market
transactions.
SCHEDULE 13D
CUSIP No. 646264102 (Class A)
CUSIP No. 686264201 (Class B) Page 24 of 27
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Based on information contained in the Company's 10-Q Report for the period
ended March 31, 2002, as of May 9, 2002 there were 1,863,149 shares of Class A
Common Stock, par value $.10 per share, and 2,772,375 shares of Class B Common
Stock, par value $.10 per share, of the Company issued and outstanding. Each
share of Class A Common Stock of the Company may be converted at any time into
one share of Class B Common Stock.
(b) The following table sets forth the beneficial ownership by each Reporting
Person of shares of Class A Common Stock and Class B Common Stock with which
such Reporting Person has sole voting or dispositive power:
BENEFICIAL OWNER NUMBER AND CLASS OF SHARES PERCENTAGE OF
BENEFICIALLY OWNED(1) CLASS(%)
Richard D. Levy 172,498 Class A 9.26
89,582 Class B 3.23
Beatrice Levy 25,334 Class A 1.36
23,184 Class B (2)
Harry A. Levy 189,405 Class A 10.17
123,340 Class B 4.45
Davida Levy 5,038 Class A (2)
5,038 Class B (2)
Mark A. Levy 93,412 Class A 5.01
88,632 Class B 3.20
Jo Ann M. Levy 2,210 Class A (2)
1,585 Class B (2)
Jo Ann Levy 44,312 Class A 2.38
37,000 Class B 1.34
Daniel H. Levy 16,529 Class A (2)
16,529 Class B (2)
Allison Sacks 30,934 Class A 1.66
24,079 Class B (2)
Joel M. Levy 28,851 Class A 1.55
28,537 Class B 1.03
Robert A. Levy 30,776 Class A 1.65
30,776 Class B 1.11
David J. Levy 19,628 Class A 1.05
21,328 Class B (2)
SCHEDULE 13D
CUSIP No. 646264102 (Class A)
CUSIP No. 686264201 (Class B) Page 25 of 27
Elka N. Lampert Irrevocable Trust 2,950 Class A (2)
3,550 Class B (2)
Avraham R. Lampert Irrevocable Trust 687 Class A (2)
1,087 Class B (2)
Harry A. Levy Grandchildren's 10,400 Class A (2)
Trust 17,000 Class B (2)
Richard D. Levy Grandhildren's Trust 21,000 Class A 1.13
66,700 Class B 2.41
Hapco Company 25,337 Class A 1.36
Levor Associates 300,000 Class A 16.10
Grandco Associates 100,758 Class A 5.41
100,758 Class B 3.63
The following have shared voting or dispositive power with the respect to
shares of Class A Common Stock and Class B Common Stock as follows:
BENEFICIAL OWNER NUMBER AND CLASS OF SHARES PERCENTAGE OF
BENEFICIALLY OWNED(1) CLASS(1)
Richard D. Levy 325,337 Class A 17.44
Harry A. Levy 325,337 Class A 17.44
Mark A. Levy 121,758 Class A 6.54
167,458 Class B 6.04
Daniel H. Levy 21,000 Class A 1.13
66,700 Class B 2.41
Joel M. Levy 14,037 Class A (2)
21,637 Class B (2)
Robert A. Levy 14,037 Class A (2)
21,637 Class B (2)
David J. Levy 14,037 Class A (2)
21,637 Class B (2)
------------
(1) The number of shares and percentage ownership of Class B Common Stock listed
here does not assume conversion of any shares of Class A Common Stock owned by
such Reporting Person into Class B Common Stock.
(2) Denotes percentage ownership of less than 1% of such class of common stock.
SCHEDULE 13D
CUSIP No. 646264102 (Class A)
CUSIP No. 686264201 (Class B) Page 26 of 27
With respect to the shared voting and dispositive power of Richard D. Levy and
Harry A. Levy, the table above includes: (i) all shares of Class A Common Stock
held in the name of Hapco Company, a partnership in which Richard D. Levy and
Harry A. Levy are the sole partners and each control the right to vote and
dispose of the Class A Common Stock; and (ii) all shares of Class A Common Stock
held in the name of Levor Associates, a partnership in which Richard D. Levy and
Harry A. Levy are the managing partners and control the right to vote and
dispose of the Class A Common Stock. With respect to the shares voting and
dispositive power of Mark A. Levy, the table above includes all shares of Common
Stock held in the name of Grandco Associates, a partnership in which Mark A.
Levy is the managing partner and controls the right to vote and dispose of the
Common Stock. With respect to the shared voting and dispositive power of Mark A.
Levy and Daniel H. Levy, the table above includes all shares of Common Stock
held in the name of the Richard D. Levy Grandchildren's Trust, a trust in which
Mark A. Levy and Daniel H. Levy are co-trustees and control the right to vote
and dispose of the Common Stock. With respect to the shared voting and
dispositive power of Joel M. Levy, Robert A. Levy and David J. Levy, the table
above includes all shares of Common Stock held in the names of: (i) the Harry A.
Levy Grandchildren's Trust; (ii) the Elka N. Lampert Irrevocable Trust; and
(iii) the Avraham R. Lampert Irrevocable Trust. These are trusts in which Joel
M. Levy, Robert A. Levy and David J. Levy are co-trustees and control the right
to vote and dispose of the Common Stock.
(c) During the 60 days prior to the date of this filing, the Reporting Persons
did not effect any purchases of shares of the Common Stock of the Company.
(d) No person other than those listed above has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the shares of Class A Common Stock and Class B Common Stock of the Company
referred to in the table.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Other than the Proposal Letter described in Item 4, above, none of the Reporting
Persons has any contract, arrangement, understanding or relationship (legal or
otherwise) with any person with respect to shares of Class A Common Stock or
Class B Common Stock of the Company, including, but not limited to, transfer or
voting of any such shares, finder's fees, joint ventures, loans or option
arrangements, puts or calls guarantees of profits, division of profits or
losses, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No. Exhibit Name
----------- ------------
1. Joint Reporting Agreement and Power of Attorney on Behalf of
Each Reporting Person.
2. Proposal Letter.
SCHEDULE 13D
CUSIP No. 646264102 (Class A)
CUSIP No. 686264201 (Class B) Page 27 of 27
SIGNATURES
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.
Dated: June 27, 2002
/s/ Richard D. Levy
-----------------------------
Richard D. Levy
/s/ Harry A. Levy
-----------------------------
Harry A. Levy
/s/ Mark Levy
-----------------------------
Mark Levy
Dates Referenced Herein and Documents Incorporated By Reference
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