UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
--------------------
SCHEDULE 13-D/A
(Amendment No. 3)
Under the Securities Exchange Act of 1934
E-Z-EM, INC.
(Name of Issuer)
Common Stock, par value $0.10 per share
(Title of Class of Securities)
269305405
(CUSIP Number)
David P. Meyers
1534 North Decatur Road
Suite 202
Atlanta, Georgia 30307
(404) 371-0563
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 22, 2002
(Date of event Which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13-G to
report the acquisition which is the subject of this Schedule 13-D,
and is filing this Schedule because of Rule 13d-1 (b) or (4), check the
following box. [ ]
CUSIP NO. 269305405
(1) Name of Reporting David P. Meyers
Persons. I.R.S.Identification
Nos. of Above Persons
(Entities Only)
(2) Check the Appropriate
Box if a Member of a (a) X
Group (b)
(3) SEC Use Only
(4) Source of Funds OO
(5) Check if Disclosure
of Legal Proceedings
is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizen or Place of United States
Organization
(7) Sole Voting
Power 384,231 shares
Number of Shares (8) Shared Voting
Beneficially Power None
Owned by Each
Reporting (9) Sole
Person With Dispositive
Power 384,231 shares
(10) Shared
Dispositive
Power None
(11) Aggregate Amount
Beneficially Owned by
Each Reporting Person 764,097.03 shares
(12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares X
(13) Percent of Class 7.6%
Represented by Amount
in Row (11)
(14) Type of Reporting IN
Persons
CUSIP NO. 269305405
(1) Name of Reporting Jonas I. Meyers
Persons. S.S. or
I.R.S.Identification
No. of Above Person
(2) Check the Appropriate
Box if a Member of a (a) X
Group (b)
(3) SEC Use Only
(4) Source of Funds OO
(5) Check if Disclosure
of Legal Proceedings
is Required Pursuant
to Items 2(d) or 3(e)
(6) Citizen or Place of United States
Organization
(7) Sole Voting
Power 221,453 shares
Number of Shares (8) Shared Voting
Beneficially Power None
Owned by Each
Reporting (9) Sole
Person With Dispositive
Power 221,453 shares
(10) Shared
Dispositive
Power None
(11) Aggregate Amount
Beneficially Owned by
Each Reporting Person 601,319.03 shares
(12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares X
(13) Percent of Class 6.0%
Represented by Amount
in Row (11)
(14) Type of Reporting IN
Persons
CUSIP NO. 269305405
(1) Name of Reporting Stuart J. Meyers
Persons. S.S. or
I.R.S.Identification
No. of Above Person
(2) Check the Appropriate
Box if a Member of a (a) X
Group (b)
(3) SEC Use Only
(4) Source of Funds OO
(5) Check if Disclosure
of Legal Proceedings
is Required Pursuant
to Items 2(d) or 3(e)
(6) Citizen or Place of United States
Organization
(7) Sole Voting
Power 315,758 shares
Number of Shares (8) Shared Voting
Beneficially Power 1,684,550 shares
Owned by Each
Reporting (9) Sole
Person With Dispositive
Power 315,758 shares
(10) Shared
Dispositive
Power 1,684,550 shares
(11) Aggregate Amount
Beneficially Owned by
Each Reporting Person 682,399.67 shares
(12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares X
(13) Percent of Class 6.8%
Represented by Amount
in Row (11)
(14) Type of Reporting IN
Persons
CUSIP NO. 269305405
(1) Name of Reporting Betty K. Meyers
Persons. S.S. or
I.R.S.Identification
No. of Above Person
(2) Check the Appropriate
Box if a Member of a (a) X
Group (b)
(3) SEC Use Only
(4) Source of Funds PF
(5) Check if Disclosure
of Legal Proceedings
is Required Pursuant
to Items 2(d) or 3(e)
(6) Citizen or Place of United States
Organization
(7) Sole Voting
Power 279,437 shares
Number of Shares (8) Shared Voting
Beneficially Power 1,684,550 shares
Owned by Each
Reporting (9) Sole
Person With* Dispositive
Power 279,437 shares
(10) Shared
Dispositive
Power 1,684,550 shares
(11) Aggregate Amount
Beneficially Owned by
Each Reporting Person 279,437 shares
(12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares X
(13) Percent of Class 2.8%
Represented by Amount
in Row (11)
(14) Type of Reporting IN
Persons
CUSIP NO. 269305405
(1) Name of Reporting Meyers Family Limited
Persons. S.S. or Partnership
I.R.S.Identification
No. of Above Person
(2) Check the Appropriate
Box if a Member of a (a) X
Group (b)
(3) SEC Use Only
(4) Source of Funds OO
(5) Check if Disclosure
of Legal Proceedings
is Required Pursuant
to Items 2(d) or 3(e)
(6) Citizen or Place of United States
Organization
(7) Sole Voting
Power 1,684,550 shares
Number of Shares (8) Shared Voting
Beneficially Power None
Owned by Each
Reporting (9) Sole
Person With* Dispositive
Power 1,684,550 shares
(10) Shared
Dispositive
Power None
(11) Aggregate Amount
Beneficially Owned by
Each Reporting Person 1,684,550 shares
(12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares X
(13) Percent of Class 16.7%
Represented by Amount
in Row (11)
(14) Type of Reporting PN
Persons
SCHEDULE 13D/A
INTRODUCTION.
David P. Meyers, Jonas I. Meyers, Stuart J. Meyers, Betty K. Meyers
and the Meyers Family Limited Partnership (collectively, the "Reporting
Persons"), filed an amended Schedule 13D with the Securities and Exchange
Commission (the "Commission") on October 7, 2002, amending a Schedule 13D
filed on June 21, 2002, with respect to the securities of the issuer (the
"Existing Statement").
The Reporting Persons are filing this amendment to the Existing
Statement (the "Third Amendment") to disclose and change, among other
things:
(i) the report changes in their ownership of Common Stock to which
the reporting obligations of Rule 13d-1 are applicable resulting from the
reclassification effected by the Company on October 22, 2002, in which
each share of voting Class A Common Stock and each share of nonvoting
Class B Common Stock were automatically converted into one share of voting
Common Stock, par value $0.10 per share (the "Reclassification");
(ii) to report changes in their ownership of Common Stock resulting
from (a) the discovery of shares of common stock of which the Reporting
Persons were not previously aware, (b) the acquisition of shares by
certain Reporting Persons resulting from the exercise of options and the
rendering of services as a director of the Company, and (c) the
disposition of sales by certain Reporting Persons in open market sales
under Rule 144 under the Securities Act of 1933;
(iii) to amend disclosure pertaining to that agreement dated July
15, 2002 (the "Stockholders' Agreement"), by and among the Company, Howard
S. Stern, Seth F. Stern, Rachel Stern Graham, David P. Meyers, Jonas I.
Meyers, Stuart J. Meyers, Betty K. Meyers and the Meyers Family Limited
Partnership to include only those obligations and undertakings in the
Stockholders' Agreement that survived the completion of the
Reclassification;
(iv) to reiterate the Reporting Persons' disclaimer of (A)
membership in a "group" within the meaning of Rule 13d-5(b)(1) promulgated
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), by virtue of their execution and delivery of the Stockholders'
Agreement and (b) beneficial ownership of the shares of common stock of
the Company in which each does not have a pecuniary interest.
By virtue of the execution and delivery of the Stockholders'
Agreement, and the expected performance by the parties of the agreements
and covenants contained therein, all of the parties to such Stockholders'
Agreement (other than the Company) may be deemed to constitute a "group"
within the meaning of Rule 13d-5(b)(1) promulgated by the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). If the parties to the Stockholders' Agreement (other than the
Company) are deemed to constitute a "group," then each such party, as a
member of a "group," would be deemed to own beneficially all of the shares
of common stock of the Company owned in the aggregate by the members of
such group.
Capitalized terms used herein without definition shall have the
respective meanings ascribed to them in the Second Amendment.
Item 1. Security and Company.
No change from disclosures in Existing Statement.
Item 2. Identity and Background.
No change from disclosures in Existing Statement.
Item 3. Source and Amount of Funds or Other Consideration
The text of Item 3 of the Existing Statement is amended and restated
in its entirety to read as follows:
On October 22, 2002, the Company completed the Reclassification. As
a result of the Reclassification, each outstanding share of Class A Common
Stock and each outstanding share of Class B Common Stock were converted
into one share of a newly created class of Common Stock of the Company,
including all shares of Class A Common Stock and Class B Common Stock held
by the Reporting Persons as of the date of the Recapitalization. The
Existing Statement only contained disclosure of the Reporting Persons's
ownership of Class A Common Stock, because the Class B Common Stock was
nonvoting.
In addition to the shares of Common Stock acquired in the
Reclassification, certain Reporting Persons have acquired additional
shares of Common Stock as follows:
- on July 14, 2003, David P. Meyers acquired 4,000 shares of Common
Stock by the exercise of options;
- on July 14, 2003, Betty K. Meyers acquired 33,765 shares of Common
Stock by the exercise of options.
David P. Meyers and Betty K. Meyers purchased the above-described
shares with their personal funds.
As a result of continuing review of the Reporting Person's
stockholdings in the Company, including shares held by Phillip Meyers, the
deceased husband of Betty K. Meyers, and the father of David P. Meyers,
Stuart J. Meyers and Jonas I. Meyers, the Reporting Persons have located
additional shares of Common Stock that they were previously unaware of,
which shares are included in their share amounts listed for them in this
Statement.
In addition, Stuart J. Meyers and Jonas I. Meyers have sold certain
shares of Common Stock under Rule 144, and the share amounts listed for
them in this Statement reflect such sales.
Item 4. Purpose of the Transaction
The text of Item 4 of the Existing Statement is amended and restated
in its entirety to read as follows:
All of the shares of Common Stock acquired by the Reporting Persons
as described in Item 3 herein were acquired for investment purposes.
Other than as set forth herein, the Reporting Persons have no present
plan to (i) acquire additional securities of the Company, except pursuant
to compensation plans of the Company, or to dispose of securities of the
Company, except that Stuart J. Meyers and Jonas I. Meyers may continue to
sell limited amounts of Common Stock to the extent permitted by Rule 144
for estate planning purposes, (ii) effect an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving
the Company or any of its subsidiaries, other than the acquisition of
other companies in the same business as the Company, (iii) participate in
or effect a sale or transfer of a material amount of assets of the Company
or any of its subsidiaries, (iv) effect any change in the board of
directors, (v) effect any change in the present capitalization or dividend
policy of the Company, (vi) effect any change in the Company's business or
capital structure, (vii) effect any change in the Company's charter,
bylaws or instruments that would impede the ability of another person to
obtain control over the Company, (viii) cause a class of securities of the
Company to be delisted from a national securities exchange or to cease to
be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association, (ix) cause a class of equity
securities of the Company to become eligible for termination of
registration pursuant to Section 12(g)(4) of the Act, or (x) cause or take
any action similar to any of those enumerated above.
Notwithstanding the foregoing, the board of directors of the Company
considers, from time to time, various internal plans developed by
management for corporate actions that may fall within the corporate acts
described above, and David P. Meyers participates in the evaluation of
such plans as a member of the board of directors.
Item 5. Interest in Securities of the Company.
The text of Item 5 of the Existing Statement is amended and restated
in its entirety to read as follows:
(a) David P. Meyers is the direct owner of 384,231 shares (3.8%)
of Common Stock, and has a remainder interest in 366,642.67 shares (3.6%)
of Common Stock. His mother, Betty K. Meyers, has a life estate in 45,012
of the shares in which Mr. Meyers has a remainder interest and the Meyers
Family Limited Partnership owns the life estate (which is measured by the
life of Betty K. Meyers) in the rest of the shares in which Mr. Meyers has
a remainder interest. Mr. Meyers is the beneficial owner of 379,866.03
shares (3.8%) of Common Stock by virtue of his beneficial ownership of
22.55% of the Meyers Family Limited Partnership, which owns 1,684,550
shares of Common Stock by virtue of the transaction described in Item 3
herein. Of the shares of Common Stock beneficially owned by Mr. Meyers in
the Meyers Family Limited Partnership, 165,977.02 shares are owned
outright and 213,889.01 shares are a life estate only, with the life
estate measured by the life of Betty K. Meyers. Mr. Meyers' beneficial
ownership does not include shares of Common Stock owned outright by his
wife (1,909 shares), as well as any shares beneficially owned by his wife
or a trust established for the benefit of his children through their
ownership of interests in the Meyers Family Limited Partnership (a 7.12%
and a 1.53% interest therein, respectively).
Jonas I. Meyers is the direct owner of 221,453 shares (2.2%) of
Common Stock, and has a remainder interest in 366,641.67 shares (3.6%) of
Common Stock. His mother, Betty K. Meyers, has a life estate in 42,510 of
the shares in which Mr. Meyers has a remainder interest and the Meyers
Family Limited Partnership owns the life estate (which is measured by the
life of Betty K. Meyers) in the rest of the shares in which Mr. Meyers has
a remainder interest. Mr. Meyers is the beneficial owner of 379,866.03
shares (3.8%) of Common Stock by virtue of his beneficial ownership of
22.55% of the Meyers Family Limited Partnership, which owns 1,684,550
shares of Common Stock by virtue of the transaction described in Item 3
herein. Of the shares of Common Stock beneficially owned by Mr. Meyers in
the Meyers Family Limited Partnership, 165,977.02 shares are owned
outright and 213,889.01 shares are a life estate only, with the life
estate measured by the life of Betty K. Meyers.
Stuart J. Meyers is the direct owner of 315,758 shares (3.1%) of
Common Stock, and has a remainder interest in 366,641.67 shares (3.6%) of
Common Stock. His mother, Betty K. Meyers, has a life estate in 42,510 of
the shares in which Mr. Meyers has a remainder interest and the Meyers
Family Limited Partnership owns the life estate (which is measured by the
life of Betty K. Meyers) in the rest of the shares in which Mr. Meyers has
a remainder interest. Mr. Meyers is the beneficial owner of 379,866.03
shares (3.8%) of Common Stock by virtue of his beneficial ownership of
22.55% of the Meyers Family Limited Partnership, which owns 1,684,550
shares of Common Stock by virtue of the transaction described in Item 3
herein. Of the shares of Common Stock beneficially owned by Mr. Meyers in
the Meyers Family Limited Partnership, 165,977.02 shares are owned
outright and 213,889.01 shares are a life estate only, with the life
estate measured by the life of Betty K. Meyers. Mr. Meyers' beneficial
ownership does not include shares of Common Stock owned by a trust
established for the benefit of his children (14,035 shares), or
beneficially owned by his wife or a trust established for the benefit of
his children through their ownership of interests in the Meyers Family
Limited Partnership (a 7.12% and a 16.59% interest therein, respectively).
Betty K. Meyers is the direct owner of 279,437 shares (2.8%) of
Common Stock, of which Ms. Meyers only has a life estate in 151,416 of the
shares.
The Meyers Family Limited Partnership owns 1,684,550 shares (16.7%)
of Common Stock, of which it only as a life estate in 948,510 such shares,
with the life estate measured by the life of Betty K. Meyers.
In summary, the Reporting Persons own in the aggregate 2,885,429
shares (28.6%) of Common Stock, excluding any shares owned by their
spouses or trusts established for the benefit of their children (15,944
shares).
Notwithstanding the foregoing, if the Reporting Persons and the Stern
Family Members are deemed to constitute a "group" within the meaning of
Section 13(d)(3) of the Exchange Act and Rule 13d-5(b) promulgated by the
Commission thereunder, then each of the Reporting Persons may deemed to
beneficially own an additional 2,852,957 shares of Common Stock owned in
the aggregate by the Stern Family Members, or an additional 28.2% of the
shares of Common Stock issued and outstanding. Each of the Reporting
Persons expressly disclaims beneficial ownership of the shares of Common
Stock owned and held by the Stern Family Members and the other Reporting
Persons.
David P. Meyers disclaims beneficial ownership of any shares of
Common Stock owned outright by his wife, Christi Meyers, or beneficially
owned by his wife or the David Meyers Children's Trust by the virtue of
their ownership interests in the Meyers Family Limited Partnership.
Stuart J. Meyers disclaims beneficial ownership of any shares of Common
Stock beneficially owned by his wife, Sara Meyers, or the Sara and Stuart
Meyers Children's Trust by the virtue of their ownership interests in the
Meyers Family Limited Partnership.
All percentages herein are calculated based upon 10,098,288 shares of
Common Stock outstanding as of April 9, 2003, as set forth in Company's
Form 10-Q for the quarterly period ended March 1, 2003, filed with the
Commission on April 15, 2002.
(b) David P. Meyers may be deemed to have the sole power to
dispose of (and direct the disposition of) the 384,231 shares of Common
Stock owned by him. As a result of the voting agreements contained in the
Stockholders' Agreement, each of the Reporting Persons may be deemed to
share with each other and the Stern Family Members the power to vote (and
direct the vote of) the 5,738,386 shares of Common Stock owned in the
aggregate by the parties to such agreement, but only with respect to the
matters and to the extent set forth in such Stockholders' Agreement.
Except to the extent set forth in the Stockholders' Agreement, David P.
Meyers may be deemed to have the sole power to vote (and direct the vote
of) the 384,231 shares of Common Stock owned by him.
Jonas I. Meyers may be deemed to have the sole power to dispose of
(and direct the disposition of) the 221,453 shares of Common Stock owned
by him. As a result of the voting agreements contained in the
Stockholders' Agreement, each of the Reporting Persons may be deemed to
share with each other and the Stern Family Members the power to vote (and
direct the vote of) the 5,738,386 shares of Common Stock owned in the
aggregate by the parties to such agreement, but only with respect to the
matters and to the extent set forth in such Stockholders' Agreement.
Except to the extent set forth in the Stockholders' Agreement, Jonas I.
Meyers may be deemed to have the sole power to vote (and direct the vote
of) the 221,453 shares of Common Stock owned by him.
Stuart J. Meyers may be deemed to have the sole power to dispose of
(and direct the disposition of) the 315,758 shares of Common Stock owned
by him, and the shared power to dispose of (and direct the disposition of)
1,684,550 shares of Common Stock owned by the Meyers Family Limited
Partnership by virtue of his position as co-trustee of the trust that
serves as sole general partner thereof. As a result of the voting
agreements contained in the Stockholders' Agreement, each of the Reporting
Persons may be deemed to share with each other and the Stern Family
Members the power to vote (and direct the vote of) the 5,738,386 shares of
Common Stock owned in the aggregate by the parties to such agreement, but
only with respect to the matters and to the extent set forth in such
Stockholders' Agreement. Except to the extent set forth in the
Stockholders' Agreement, Stuart J. Meyers may be deemed to have the sole
power to vote (and direct the vote of) the 315,758 shares of Common Stock
owned by him, and the shared power to vote 1,684,550 shares of Common
Stock owned by the Meyers Family Limited Partnership by virtue of his
position as co-trustee of the trust that serves as sole general partner
thereof.
Betty K. Meyers may be deemed to have the sole power to dispose of
(and direct the disposition of) the 279,437 shares of Common Stock owned
by her (but only to the extent of her interest therein), and the shared
power to dispose of (and direct the disposition of) 1,684,550 shares of
Common Stock owned by the Meyers Family Limited Partnership by virtue of
her position as co-trustee of the trust that serves as sole general
partner thereof. In addition, as a result of the voting agreements
contained in the Stockholders' Agreement, each of the Reporting Persons
may be deemed to share with each other and the Stern Family Members the
power to vote (and direct the vote of) the 5,738,386 shares of Common
Stock owned in the aggregate by the parties to such agreement, but only
with respect to the matters and to the extent set forth in such
Stockholders' Agreement. Except to the extent set forth in the
Stockholders' Agreement, Betty K. Meyers may be deemed to have the sole
power to vote (and direct the vote of) the 279,437 shares of Common Stock
owned by her, and the shared power to vote 1,684,550 shares of Common
Stock owned by the Meyers Family Limited Partnership by virtue of her
position as co-trustee of the trust that serves as sole general partner
thereof.
The Meyers Family Limited Partnership may be deemed to have the sole
power to dispose of (and direct the disposition of) the 1,684,550 shares
of Common Stock owned by it (but only to the extent of its interest
therein). In addition, as a result of the voting agreements contained in
the Stockholders' Agreement, each of the Reporting Persons may be deemed
to share with each other and the Stern Family Members the power to vote
(and direct the vote of) the 5,738,386 shares of Common Stock owned in the
aggregate by the parties to such agreement, but only with respect to the
matters and to the extent set forth in such Stockholders' Agreement.
Except to the extent set forth in the Stockholders' Agreement, the Meyers
Family Limited Partnership may be deemed to have the sole power to vote
(and direct the vote of) the 1,684,550 shares of Common Stock owned by it.
Management of the Meyers Family Limited Partnership is controlled by Betty
K. Meyers and Stuart J. Meyers, who are co-trustees of a trust that serves
as the sole general partner of the Meyers Family Limited Partnership.
Each of the Reporting Persons expressly disclaims beneficial
ownership of the shares of Common Stock owned and held by the Stern Family
Members and the other Reporting Persons.
The identity and background information required by Item 2 with
respect to the Stern Family Members is set forth in Item 2 of the Schedule
13D of such persons filed with the Commission on July 30, 2002 (the "Stern
Family Schedule 13D"). The Reporting Persons make no representations or
warranties with respect to the accuracy or completeness of the identity
and background information contained in the Stern Family Schedule 13D and
incorporated herein by reference.
(c) Except as set forth below, during the past 60 days, none of
the Reporting Persons has effected any transaction in the Common Stock:
- on June 2, 2003, Stuart J. Meyers sold 1,000 shares of Common Stock
on the open market;
- on June 2, 2003, the Sara and Stuart Meyers Children's Trust sold
1,000 shares on the open market;
- on July 14, 2003, David P. Meyers acquired 4,000 shares of Common
Stock by the exercise of options;
- on July 14, 2003, Betty K. Meyers acquired 33,765 shares of Common
Stock by the exercise of options.
(d) In addition, to the beneficial ownership of David P. Meyers,
Stuart J. Meyers and Jonas I. Meyers in the Meyers Family Limited
Partnership as disclosed above, the following persons own beneficial
interests in the Meyers Family Limited Partnership, and therefore have the
right to receive dividends or the proceeds of the sale of securities held
by said entity:
Sara Meyers 7.12%
Christi Meyers 7.12%
The Sara and Stuart Meyers Children's Trust 16.59%
David Meyers Children's Trust 1.53%
Sara Meyers is the wife of Stuart J. Meyers. Christi Meyers is the wife
of David P. Meyers. The trustee of the Sara and Stuart Meyers Children's
Trust is an individual that is not related to the Reporting Persons. The
trustee of the David Meyers Children's Trust is an individual that is not
related to the Reporting Persons.
(e) None
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Company
The text of Item 6 of the Existing Statement is amended and restated
in its entirety to read as follows:
The Reporting Persons are related and have an oral understanding to,
unless agreed otherwise, vote their shares of Common Stock for David P.
Meyers as a director, and to consult with each other prior to voting on
any other matter that may come before holders of Common Stock for a vote.
There is no written agreement evidencing their understanding.
Effective on July 15, 2002, the Stern Family Members and the
Reporting Persons entered into a Stockholders' Agreement. Paragraph 5 of
the Stockholders' Agreement contains the only remaining restriction of the
Reporting Persons right to sell or vote their shares, and provides that
each Reporting Person: "agrees not to submit any shareholder proposal
similar to the Meyers Proposal to the Company prior to July 15, 2004, and
agrees to vote all of the Subject Shares that they beneficially own
against any such shareholder proposal during such two-year period."
The "Meyers Proposal" to which Paragraph 5 of the Stockholders'
Agreement refers was a proposal submitted by David P. Meyers on May 24,
2002, and resubmitted on June 18, 2002, to (a) change the Company's bylaws
to provide that directors must be less than seventy (70) years of age to
be qualified to serve on the board, and that any director who ceases to be
so qualified would be automatically terminated, (b) to amend the bylaws to
declassify the Company's board of directors, and (c) to amend the bylaws
to eliminate the requirement that directors may only be removed by the
vote of 80% of the Class A common stockholders.
Paragraph 6 of the Stockholders' Agreement required the Reporting
Persons to negotiate in good faith with the Stern Family Members to arrive
at a mutually acceptable stockholders' agreement, and to continue such
discussions between October 16, 2002 and December 31, 2002. The Reporting
Persons entered into the required negotiations, but no agreement was
reached between the Reporting Persons and the Stern Family Members.
The descriptions of the Stockholders' Agreement set forth above do
not purport to be complete and are qualified in their entirety by the full
text of the Stockholders' Agreement, a copy of which was filed as Exhibit
10.3 to the Existing Statement, and incorporated herein by reference.
Item 7. Materials to be Filed as Exhibits
Exhibit No. Description
10.1. Promissory Note dated June 7, 2002 by Meyers Family
Limited Partnership.*
10.2. Stock Pledge Agreement dated June 7, 2002 by and
between Meyers Family Limited Partnership and Betty
Kramer Meyers.*
10.3 Stockholders' Agreement dated July 15, 2002.**
10.4 Form of Irrevocable Proxy.**
* Incorporated by reference from the Reporting Person's Schedule 13D/A
filed on or about June 21, 2002.
** Incorporated by reference from the Reporting Person's Schedule 13D/A
filed on or about October 7, 2002.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is
true, complete, and correct.
/s/ David P. Meyers
David P. Meyers, Individually
/s/ Jonas I. Meyers
Jonas I. Meyers, Individually
/s/ Stuart J. Meyers
Stuart J. Meyers, Individually
/s/ Betty K. Meyers
Betty K. Meyers, Individually
MEYERS FAMILY LIMITED PARTNERSHIP,
a Louisiana Limited Partnership
By: Meyers Management Trust,
General Partner
By: /s/ Stuart J. Meyers
Name: Stuart J. Meyers
Title: Co-Trustee
Dated: July 16, 2003