-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WKOCwgqfhH/OScsnAO5EBeqxZKpzEo2bfJDkIL2SoG3zQXNyMEF4QFw1MCANWjBv b+XcFzOTEP6fkwM4W79elw== 0000950123-00-000586.txt : 20000203 0000950123-00-000586.hdr.sgml : 20000203 ACCESSION NUMBER: 0000950123-00-000586 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000128 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FRM NEXUS INC CENTRAL INDEX KEY: 0001042017 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 133754422 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-54983 FILM NUMBER: 515922 BUSINESS ADDRESS: STREET 1: 271 NORTH AVE STREET 2: SUITE 520 CITY: NEW ROCHELLE STATE: NY ZIP: 10801 BUSINESS PHONE: 9146363432 MAIL ADDRESS: STREET 1: 271 NORTH AVENUE STREET 2: SUITE 520 CITY: NEW ROCHELLE STATE: NY ZIP: 10801 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANTA MONICA PARTNERS LP CENTRAL INDEX KEY: 0000904793 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133100474 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1865 PALMER AVENUE CITY: LARCHMONT STATE: NY ZIP: 10538 BUSINESS PHONE: 9148330875 MAIL ADDRESS: STREET 1: 1865 PALMER AVENUE CITY: LARCHMONT STATE: NY ZIP: 10538 SC 13D/A 1 AMENDMENT #4 TO SCHEDULE 13D: FRM/SANTA MONICA 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (AMENDMENT NO. 4) (1) FRM NEXUS, INC. (Name of Issuer) Common Stock, $0.10 par value (Title of Class of Securities) 30262F106 (CUSIP Number) Lawrence J. Goldstein Santa Monica Partners, L.P. 1865 Palmer Avenue Larchmont, New York 10538 (914) 833-0875 (Name Address and Telephone Number of Person Authorized to Receive Notices and Communications) 1/24/00 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. (continued on following pages) (Page 1 of 5 Pages) - -------- (1) 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 and Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 CUSIP NO. 30262F106 13D PAGE 2 OF 5 PAGES (1) NAME OF REPORTING PERSON SS or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Santa Monica Partners 13-3100474 -------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] -------------------------------------------------------------------- (3) SEC USE ONLY -------------------------------------------------------------------- (4) SOURCE OF FUNDS WC -------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) -------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION New York -------------------------------------------------------------------- (7) SOLE VOTING POWER 200,000 NUMBER OF -------------------------------------------------------------- SHARES (8) SHARED VOTING POWER BENEFICIALLY 0 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER REPORTING 200,000 PERSON WITH -------------------------------------------------------------- (10) SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 200,000 -------------------------------------------------------------------- (12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] -------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.0% -------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON PN -------------------------------------------------------------------- 3 Page 3 of 5 Pages Item 1. Security and Issuer Common stock, par value $0.10 per share, of FRM NEXUS, INC., which has its principal offices at 271 North Avenue, New Rochelle, New York 10801 Item 2. Identity and Background Santa Monica Partners, L.P. ("Santa Monica"). Santa Monica is organized under the laws of New York, its principal business is investments and the address of its principal place of business and principal office is 1865 Palmer Avenue, Larchmont, New York 10538. Santa Monica has not during the last five years been convicted in a criminal proceeding and was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it was or is subject to 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. The following information is provided as to the sole General Partner of Santa Monica: (A) Lawrence J. Goldstein (B) 1865 Palmer Avenue, Larchmont, N.Y. 10538 (C) General Partner, Santa Monica Partners, L.P., 1865 Palmer Avenue, Larchmont, NY 10538 (D) During the past five years, such person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (E) During the past five years, such person was not a party to a civil proceeding or a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibition or mandating activities subject to, Federal or State Securities laws or finding any violation with respect to such laws. (F) U.S. Citizenship. Item 3. Source and Amount of Funds or Other Consideration. Between August 18, 1998 and January 24, 2000 Santa 4 Page 4 of 5 pages Monica acquired 200,000 shares for an aggregate purchase price of $548,584.00. The source of all funds for such purchases was working capital of Santa Monica. Item 4. Purpose of Transaction. The purpose of Santa Monica's acquisition is to hold the shares for investment purposes. Santa Monica may from time to time purchase additional shares. Item 5. Interest in Securities of the Issuer. (a) 200,000 shares, constituting 11.0% of the outstanding common stock of the issuer. (b) Items 7,8,9 and 10 of the second part of the cover page are hereby incorporated by reference. (c) On January 24, 2000, Santa Monica made the following purchases in the open market.
Number of Shares Date of Transaction Purchased Price per Share January 24, 2000 80,000 $1.25625
Item 6. Contracts, Arrangements, Understandings of Relationship with respect to Securities of the Issuer. Neither Santa Monica nor Mr. Goldstein has any contract, arrangement, understanding or relationship with any other person with respect to any securities of the issuer, including, but not limited to the transfer or voting of any such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees or profits, division of profits or loss or the giving or withholding of proxies. Item 7. Materials to be Filed as Exhibits. None 5 Page 5 of 5 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in the Statement is true, correct and complete. DATED: January 27, 2000 /s/ Lawrence J. Goldstein ------------------------- Lawrence J. Goldstein General Partner SANTA MONICA PARTNERS, L.P. -----END PRIVACY-ENHANCED MESSAGE-----