-----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, Iz2BoZggTByQ80MtQcSFZscenm3oMdM4WFMGjNHqd6rdFPOWnKFJl+Z9HRTCdQV3 W+oNrYXTGzIT9KtHUUc1jA== 0000922423-05-001361.txt : 20050818 0000922423-05-001361.hdr.sgml : 20050818 20050818171654 ACCESSION NUMBER: 0000922423-05-001361 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20050818 DATE AS OF CHANGE: 20050818 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: George Foreman Enterprises Inc CENTRAL INDEX KEY: 0001079786 STANDARD INDUSTRIAL CLASSIFICATION: PHONOGRAPH RECORDS & PRERECORDED AUDIO TAPES & DISKS [3652] IRS NUMBER: 541811721 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56755 FILM NUMBER: 051036523 BUSINESS ADDRESS: STREET 1: 100 N WILKES-BARRE BLVD STREET 2: 4TH FLOOR CITY: WILKES-BARRE STATE: PA ZIP: 18702 BUSINESS PHONE: (570) 822-6277 MAIL ADDRESS: STREET 1: 100 N WILKES-BARRE BLVD STREET 2: 4TH FLOOR CITY: WILKES-BARRE STATE: PA ZIP: 18702 FORMER COMPANY: FORMER CONFORMED NAME: MM COMPANIES INC DATE OF NAME CHANGE: 20020719 FORMER COMPANY: FORMER CONFORMED NAME: MUSICMAKER COM INC DATE OF NAME CHANGE: 19990216 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOLTZMAN SEYMOUR CENTRAL INDEX KEY: 0000904439 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 N WILKES BARRE BLVD STREET 2: 4TH FL CITY: WILKES BARRE STATE: PA ZIP: 18702 MAIL ADDRESS: STREET 1: C/O JEWELCOR - 4TH FLOOR STREET 2: 100 N WILKES BARRE BLVD CITY: WILKES BARRE STATE: PA ZIP: 18702 SC 13D/A 1 kl00869_sc13d-a.txt SCHEDULE 13D AMENTMENT NO. 12 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 12) Under the Securities Exchange Act of 1934 George Foreman Enterprises, Inc. -------------------------------- (Name of Issuer) Common Stock, $.01 par value ---------------------------- (Title of Class of Securities) 372481101 --------- (CUSIP Number) Seymour Holtzman c/o Jewelcor Companies 100 N. Wilkes Barre Blvd. Wilkes Barre, Pennsylvania 18702 (570) 822-6277 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 12, 2005 --------------- (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 ss.ss. 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box: |_| SCHEDULE 13D CUSIP No. 372481101 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON dot com Investment Corporation ______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS NA ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 26,200 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY - 0 - EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 26,200 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER - 0 - ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,200 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.80% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON CO ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 372481101 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jewelcor Management, Inc. ______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS NA ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Nevada ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 1,410,234 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY - 0 - EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 1,410,234 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER - 0 - ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,410,534 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.88% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON CO ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 372481101 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Seymour Holtzman ______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS NA ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 1,546,547 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY - 0 - EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 1,546,547 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER - 0 - ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,546,547 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 47.02% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON IN ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 372481101 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Evelyn Holtzman ______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS NA ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF none SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON none WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) none ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON IN ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 372481101 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON S.H. Holdings, Inc. 23-2512788 ______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS NA ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF none SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON none WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) none ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON CO ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 372481101 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jewelcor Incorporated 24-0858676 ______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS NA ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF none SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON none WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) none ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON CO ______________________________________________________________________________ SCHEDULE 13D CUSIP No. 372481101 - ------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Holtzman Opportunity Fund, L.P. ______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (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 Nevada ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 136,313 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 136,313 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 136,313 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.14% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON PN ______________________________________________________________________________ This Amendment No. 12 amends and supplements the Schedule 13D, dated December 18, 2000, as amended to date (the "Schedule 13D"), originally filed with the Securities and Exchange Commission by dot com Investment Corporation and others with respect to the common stock, $.01 par value (the "Common Stock"), of George Foreman Enterprises, Inc., formerly known as MM Companies, Inc., a Delaware corporation (the "Company"). The address of the principal business and principal offices of George Foreman Enterprises, Inc. is c/o Jewelcor Companies, 100 North Wilkes-Barre Blvd, Wilkes-Barre, Pennsylvania 18702. Item 1 of the Schedule 13D, "Security and Issuer," is deleted in its entirety and replaced with the following: This Statement on Schedule 13D (the "Statement") relates to the Common Stock, $.01 par value (the "Common Stock"), of George Foreman Enterprises, Inc., formerly known as MM Companies, Inc., a Delaware corporation (the "Issuer" or the "Company"). The principal executive offices of the Company are located at 100 N. Wilkes-Barre Blvd., 4th Floor, Wilkes-Barre, Pennsylvania. 18702. Item 2 of the Schedule 13D, "Identity and Background," is deleted in its entirety and replaced with the following: (a) - (c), (f) This Schedule 13D is being filed jointly by Jewelcor Management, Inc., Jewelcor Incorporated, S.H. Holdings, Inc., dot com Investment Corporation, Holtzman Opportunity Fund, L.P., Seymour Holtzman, and Evelyn Holtzman (the "Reporting Persons"). Jewelcor Management, Inc. ("JMI") is a Nevada corporation which is primarily involved in investment and management services. The address of the principal business and principal offices of JMI is 100 N. Wilkes Barre Blvd., Wilkes Barre, Pennsylvania 18702. The officers and directors of JMI and their principal occupations and business addresses are set forth on Schedule I attached to this Schedule 13D. Seymour Holtzman, the Chairman, Chief Executive Officer and President of JMI, has sole voting and dispositive power with respect to the shares of Common Stock held by JMI. JMI is a wholly owned subsidiary of Jewelcor Incorporated, a Pennsylvania corporation ("Jewelcor") which owns and manages commercial real estate. The address of the principal business and principal offices of Jewelcor is 100 N. Wilkes Barre Blvd., Wilkes Barre, Pennsylvania 18702. The officers and directors of Jewelcor and their principal occupations and business addresses are set forth on Schedule II attached to this Schedule 13D. Jewelcor is a wholly owned subsidiary of S.H. Holdings, Inc., a Delaware corporation ("SHI") which acts as a holding company. The address of the principal business and principal offices of SHI is 100 N. Wilkes Barre Blvd., Wilkes Barre, Pennsylvania 18702. The officers and directors of SHI and their principal occupations and business addresses are set forth on Schedule III attached to this Schedule 13D. Seymour Holtzman and Evelyn Holtzman, his wife, own, as tenants by the entirety, a controlling interest in SHI. dot com Investment Corporation is a Delaware corporation formed to engage in the business of acquiring, holding and disposing of investments in various companies. The address of the principal business and principal offices of dot com Investment Corporation is 100 North Wilkes Barre Blvd., 4th Floor, Wilkes Barre, PA 18702. Mr. Holtzman is an indirect controlling shareholder of dot com Investment Corporation. dot com Investment Corporation is a wholly owned subsidiary of JMI. Holtzman Opportunity Fund, L.P. ("Opportunity") is a Nevada limited partnership which is primarily involved in acquiring, holding and disposing of investments in various companies. The address of the principal business and principal offices of Opportunity is 100 N. Wilkes Barre Blvd., Wilkes Barre, Pennsylvania 18702. The officers and directors of Opportunity. and their principal occupations and business addresses are set forth on Schedule IV attached to this Schedule 13D. Seymour Holtzman, the Chairman, Chief Executive Officer and President of Opportunity, has sole voting and dispositive power with respect to the shares of Common Stock held by Opportunity. Seymour Holtzman is a United States citizen whose business address is 100 N. Wilkes Barre Blvd., Wilkes Barre, Pennsylvania 18702. Mr. Holtzman's principal occupation is serving as Chairman of the Board of two public companies, Casual Male Retail Group, Inc. and George Foreman Enterprises, Inc. He also serves as Chairman of Interland, Inc., an online marketing services company, and Chairman and Chief Executive Officer of each of JMI, C.D. Peacock, Inc., a Chicago retail jewelry establishment, and S.A. Peck & Company, a Chicago based retail and mail order jewelry company. Evelyn Holtzman is a United States citizen whose business address is 100 N. Wilkes Barre Blvd., Wilkes Barre, Pennsylvania 18702. (d) and (e) During the last five years, no Reporting Person or other person identified in response to this Item 2 has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. Item 3 of the Schedule 13D, "Source and Amount of Funds or Other Consideration," is amended and supplemented by adding the following: The August 12, 2005 purchase by Opportunity of an aggregate amount of 136,313 shares of Common Stock of the Company for $163,575.60 was funded by working capital, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business. Item 4 of the Schedule 13D, "Purpose of Transaction," is amended and supplemented by adding the following: On August 12, 2005, Opportunity and Efrem Gerszberg, President and Director of the Company, privately purchased 136,313 shares of Common Stock and 30,000 shares of Common Stock, respectively, in a negotiated transaction pursuant to a letter agreement dated August 12, 2005, a copy of which is attached as Exhibit 99.1 hereto and incorporated by reference herein. Prior to such transaction, the seller entered into a confidentiality agreement under which it was provided with confidential information regarding the proposed transactions involving the Company and George Foreman, which were completed on August 15, 2005. Efrem Gerszberg is a party to the August 12, 2005 letter agreement with the seller and purchased 30,000 shares of Common Stock sold thereunder; he disclaims membership in any "group" with the Reporting Entities for purposes of Section 13 of the Securities Exchange Act of 1934, as amended. Following those transactions, which are described in a current report on Form 8-K filed by the Company with the Securities and Exchange Commission on August 18, 2005, Seymour Holtzman is to serve as Co-Chairman and Chief Executive Officer of the Company and receive $100,000 per annum in that capacity. The amounts payable to Jewelcor Management, Inc. under its June 10, 2004 consulting agreement with the Company, previously filed as an exhibit to the Schedule 13D on April 8, 2005, will be reduced from $21,500 per month to $4,167 per month. Each of Richard Huffsmith and Jeremy Anderson, who serve as the Vice President, Secretary and General Counsel of the Company and the Chief Financial Officer of the Company, respectively, will receive a salary of $35,000 per annum. Item 5(a)-(b) of the Schedule 13D, "Interest in Securities of the Issuer," is deleted in its entirety and replaced with the following: (a) As of the date hereof, the Reporting Entities included in this filing own an aggregate of 1,546,547 shares of Common Stock, representing approximately 47.02% of the outstanding shares of Common Stock based upon the 3,289,006 shares of Common Stock outstanding as of August 12, 2005 as reported by MM Companies, Inc. in its Form 10-QSB filed on August 12, 2005. As of August 18, 2005, dot com Investment Corporation beneficially owned an aggregate of 26,200 shares of Common Stock, representing less than 1% of the outstanding shares of Common Stock. As of August 18, 2005, JMI beneficially owned an aggregate of 1,410,234 shares of Common Stock, representing approximately 42.88% of the outstanding shares of Common Stock. JMI has sole voting and dispositive power over the shares of Common Stock beneficially owned by it. By virtue of the relationships described under Item 2 of this Schedule 13D, Jewelcor and SHI may both be deemed to have indirect beneficial ownership of the 1,410,234 shares of Common Stock held by JMI. As of August 18, 2005, Opportunity beneficially owned an aggregate of 136,313 shares of Common Stock, representing approximately 4.14% of the outstanding shares of Common Stock. Opportunity has sole voting and dispositive power over the shares of Common Stock beneficially owned by it. In addition, by virtue of the relationships described under Item 2 of this Schedule 13D, as of August 18, 2005, Seymour Holtzman and Evelyn Holtzman may both be deemed to have indirect beneficial ownership of the 1,410,234 shares of Common Stock held by JMI and the 136,313 shares of Common Stock held by Opportunity, representing an aggregate of approximately 47.02% of the outstanding shares of Common Stock. Seymour Holtzman has sole voting and dispositive power over the shares of Common Stock held by JMI and Opportunity. (b) As of the date hereof, each of the Reporting Entities has sole voting and dispositive power over the shares of Common Stock beneficially owned by such Reporting Entity. Item 7 of the Schedule 13D, "Material to be Filed as Exhibits," is amended by adding the following: 99.1 Letter Agreement dated August 12, 2005 between Rho Management Trust I (as seller) and Holtzman Opportunity Fund, L.P. and Efrem Gerszberg (as purchasers). 99.2 Agreement of Joint Filing among dot com Investment Corporation, Jewelcor Management, Inc., Seymour Holtzman, Evelyn Holtzman, S.H. Holdings, Inc., Jewelcor Incorporated, and Holtzman Opportunity Fund, L.P. dated August 18, 2005. SIGNATURES ---------- After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this Statement is true, complete and correct. Dated: August 18, 2005 JEWELCOR MANAGEMENT, INC. By: /s/ Seymour Holtzman -------------------------------------- Name: Seymour Holtzman Title: President JEWELCOR INCORPORATED By: /s/ Seymour Holtzman -------------------------------------- Name: Seymour Holtzman Title: President S.H. HOLDINGS, INC. By: /s/ Seymour Holtzman -------------------------------------- Name: Seymour Holtzman Title: President HOLTZMAN OPPORTUNITY FUND, L.P. By: Holtzman Financial Advisors, LLC, its General Partner By: /s/ Seymour Holtzman -------------------------------------- Name: Seymour Holtzman Title: Manager /s/ Seymour Holtzman ----------------------------------------- Seymour Holtzman /s/ Evelyn Holtzman ----------------------------------------- Evelyn Holtzman
SCHEDULE I Directors and Officers of Jewelcor Management, Inc. Name and Position Principal Occupation Principal Business Address - ----------------- -------------------- -------------------------- Seymour Holtzman, Chairman, Chief Chairman, Chief Executive Officer, 100 North Wilkes Barre Blvd. Executive Officer, President and President Wilkes-Barre, Pennsylvania 18702 Director Jewelcor Management, Inc. Richard Huffsmith, Vice President and Vice President/General Counsel, 100 North Wilkes Barre Blvd. General Counsel Jewelcor Management, Inc. Wilkes-Barre, Pennsylvania 18702 Joseph Litchman, Director Consultant to Jewelcor Management, 100 North Wilkes Barre Blvd. Inc. Wilkes-Barre, Pennsylvania 18702 Maria Sciandra, Corporate Secretary Corporate Secretary to Jewelcor 100 North Wilkes Barre Blvd. and Director Management, Inc. Wilkes-Barre, Pennsylvania 18702 SCHEDULE II Directors and Officers of Jewelcor Incorporated Name and Position Principal Occupation Principal Business Address - ----------------- -------------------- -------------------------- Seymour Holtzman, Chairman, Chief Chairman, Chief Executive Officer, 100 North Wilkes Barre Blvd. Executive Officer, President and President Wilkes-Barre, Pennsylvania 18702 Director Jewelcor Management, Inc. Richard Huffsmith, Vice President and Vice President/General Counsel, 100 North Wilkes Barre Blvd. General Counsel Jewelcor Management, Inc. Wilkes-Barre, Pennsylvania 18702 Joseph Litchman, Director and Treasurer Consultant to Jewelcor Management, 100 North Wilkes Barre Blvd. Inc. Wilkes-Barre, Pennsylvania 18702 Maria Sciandra, Corporate Secretary Corporate Secretary to Jewelcor 100 North Wilkes Barre Blvd. and Director Management, Inc. Wilkes-Barre, Pennsylvania 18702 SCHEDULE III Directors and Officers of SH Holdings, Inc. Name and Position Principal Occupation Principal Business Address - ----------------- -------------------- -------------------------- Seymour Holtzman, Chairman, Chief Chairman, Chief Executive Officer, 100 North Wilkes Barre Blvd. Executive Officer, President and President Wilkes-Barre, Pennsylvania 18702 Director Jewelcor Management, Inc. Richard Huffsmith, Vice President and Vice President/General Counsel, 100 North Wilkes Barre Blvd. General Counsel Jewelcor Management, Inc. Wilkes-Barre, Pennsylvania 18702 Joseph Litchman, Director and Treasurer Consultant to Jewelcor Management, 100 North Wilkes Barre Blvd. Inc. Wilkes-Barre, Pennsylvania 18702 Maria Sciandra, Corporate Secretary Corporate Secretary to Jewelcor 100 North Wilkes Barre Blvd. and Director Management, Inc. Wilkes-Barre, Pennsylvania 18702 SCHEDULE IV Directors and Officers of Holtzman Opportunity Fund, L.P. Name and Position Principal Occupation Principal Business Address - ----------------- -------------------- -------------------------- Seymour Holtzman, Chairman, Chief Chairman, Chief Executive Officer, 100 North Wilkes Barre Blvd. Executive Officer, Manager and Director President Wilkes-Barre, Pennsylvania 18702 Jewelcor Management, Inc. Richard Huffsmith, Vice President and Vice President/General Counsel, 100 North Wilkes Barre Blvd. General Counsel Jewelcor Management, Inc. Wilkes-Barre, Pennsylvania 18702 Joseph Litchman, Director and Treasurer Consultant to Jewelcor Management, 100 North Wilkes Barre Blvd. Inc. Wilkes-Barre, Pennsylvania 18702 Maria Sciandra, Corporate Secretary Corporate Secretary to Jewelcor 100 North Wilkes Barre Blvd. and Director Management, Inc. Wilkes-Barre, Pennsylvania 18702
EX-99 2 kl00869_ex99-1.txt EXHIBIT 99.1 LETTER AGREEMENT Exhibit 99.1 Holtzman Opportunity Fund, L.P. Efrem Gerszberg c/o Jewelcor Management, Inc. 100 N. Wilkes-Barre Blvd. Wilkes-Barre, PA 18702 August 12, 2005 RHO Management Trust I 152 West 57th Street, 23rd Floor New York, NY 10019 Attn: Jeff Martin Re: Sale of 166,313 shares of common stock of MM Companies, Inc. Dear Mr. Martin: In connection with the sale by RHO Management Trust I ("RHO") of 136,313 shares of common stock of MM Companies, Inc. ("MMCO") to Holtzman Opportunity Fund, L.P. ("Holtzman") and 30,000 shares of common stock of MMCO to Efrem Gerszberg ("EG") (collectively, the "Stock"), we wish to confirm the following: 1. RHO has agreed to sell the Stock to Holtzman and EG as set forth forth above at a price of $1.20 per share, representing a total purchase price of $199,575.60 (the "Purchase Price"). The transfer of the Stock shall be completed on or before August 19, 2005, unless extended by mutual agreement of the parties (the "Closing Date"). 2. RHO, through its authorized representatives, will immediately execute all documents and take all action necessary to transfer the Stock to Holtzman and EG on or before the Closing Date. 3. Holtzman and EG (or their designee) shall present a bank check to RHO for the Purchase Price of the Stock. RHO shall deliver the stock certificates for the Stock, together with completed and signed stock powers, to Holtzman and EG upon receipt of the bank check. 4. RHO has made an independent decision to sell the Stock to Holtzman and EG based on the information available to it, which RHO has determined is adequate for that purpose, and RHO has not relied on any information (in any form, whether written or oral) furnished by Holtzman or EG or on their behalf in making that decision. 5. No party to this agreement has rendered any opinion to any other party as to whether the purchase or sale of the Stock is prudent or suitable, and no party to this Agreement is relying on any representation or warranty by any other party except as expressly set forth in this Agreement. 6. Each party acknowledges and represents that it is a sophisticated investor with respect to the Stock and it has adequate information concerning the business and financial condition of MMCO and any affiliates of MMCO, and understands the disadvantage to which any party may be subject on account of the disparity of information as between the parties. In this regard, RHO acknowledges that EF is the President and Chief Operating Officer of MMCO and that Seymour Holtzman is the Chairman and Chief Executive Officer of MMCO, the President and Chief Executive Officer of Jewelcor Management, Inc. ("JMI") and indirectly, the majority shareholders of JMI. RHO further acknowledges that JMI is a substantial shareholder of MMCO and that Seymour Holtzman and EF are affiliated with Holtzman. Each party believes, by reason of its business or financial experience, that it is capable of evaluating the merits and risks of the sale and of protecting its own interests in connection with the purchase and sale of the Stock. 7. RHO acknowledges that Seymour Holtzman, EF, Holtzman, JMI and their affiliates may possess material non-public information not known to RHO regarding or relating to MMCO or the Stock, including, but not limited to, information concerning the business, financial condition and any prospects or restructuring plans of MMCO. RHO further acknowledges that neither JMI, Holtzman, EF, Seymour Holtzman nor their affiliates shall have any liability whatsoever (and RHO hereby waives and releases all claims that it may otherwise have) with respect to the nondisclosure of any such information, whether before or after the date of this Agreement. 8. Each party expressly releases the other party, their affiliates, successors and/or assigns and their respective officers, directors, employees, agents, trustees and controlling persons from any and all liabilities arising from the failure to disclose non-public information with respect to MMCO or the Stock, and each party agrees to make no claim against the other party, their affiliates, successors and/or assigns and their respective officers, directors, employees, agents, trustees and controlling persons in respect of the sale of the Stock relating to any failure to disclose such non-public information. 9. Notwithstanding the foregoing, RHO acknowledges that MMCO (through JMI) has disclosed to RHO, under an agreement of confidentiality, certain information relating to MMCO, including matters separately confirmed to RHO in writing. 10. Investment Representations. Each of Holtzman and EG hereby represents that: (a) It is purchasing the securities provided to be purchased by it hereunder for its own account, for investment purposes only and not with a view to, or for sale in connection with, a distribution of such securities in violation of the Securities Act of 1933 ("Securities Act"). (b) It has had access to all information regarding MMCO and its present and prospective business, assets, liabilities and financial condition that it reasonably considers important in making the decision to acquire the securities, and it has had ample opportunity to ask questions of the appropriate persons concerning such matters. (c) It is fully aware of: (i) the highly speculative nature of the securities; (ii) the financial hazards involved; (iii) the restrictions on transferability of the securities imposed by the Securities Act; and (iv) the tax consequences of purchase or sale of its investment in the securities. (d) It has a preexisting personal or business relationship with MMCO and/or certain of its officers and/or directors of a nature and duration sufficient to make it aware of the business and financial circumstances of MMCO. By reason of its business or financial experience, it is capable of evaluating the merits and risks of the purchase or sale of securities, has the ability to protect its own interests in this transaction and is financially capable of bearing a total loss of its investment in the securities it is purchasing. (e) At no time was it presented with or solicited by any publicly issued or circulated newspaper, mail, radio, television or other form of general advertising or solicitation in connection with the its investment in securities. (f) It understands and acknowledges that, in reliance upon the representations and warranties made by it herein, the securities are not being registered with the SEC under the Securities Act or being qualified under any applicable state securities laws, but instead are intended to be transferred under an exemption or exemptions from the registration and qualification requirements of the Securities Act and any applicable state securities laws, which impose certain restrictions on its ability to transfer the securities. (g) It understands that it may not transfer any securities unless such transfer is registered under the Securities Act or qualified under any applicable state securities laws or unless exemptions from such registration and qualification requirements are available. It understands that only the issuer of securities may file a registration statement with the SEC or applicable state securities commissioners and that the issuer is under no obligation to do so with respect to the securities. It has also been advised that exemptions from registration and qualification may not be available or may not permit it to transfer all or any of the securities in the amounts or at the times proposed by it. (h) It has been advised that SEC Rule 144 promulgated under the Securities Act, which permits certain limited sales of unregistered securities, requires that the securities be held for a minimum of one (1) year, and in certain cases two (2) years, after they have been purchased and paid for (within the meaning of SEC Rule 144) from the issuer or an affiliate of the issuer, if applicable, before they may be resold under SEC Rule 144, and that under certain circumstances where the seller is not an "affiliate" as defined under the Securities Act, the holding period of the seller will carry over to purchaser. (i) It is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Securities Act of 1933, as amended. (j) It has all necessary power and authority to execute and deliver this letter agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; and the execution and delivery of this Agreement by Holtzman, and the consummation by Holtzman of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of Holtzman, and no other corporate proceedings on the party of Holtzman are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. 11. Governing Law. This letter agreement shall be governed by and construed in accordance with the laws of the State of New York. Holtzman Opportunity Fund, L.P. By: Holtzman Financial Advisors, LLC, Its General Partner By: /s/ Richard L. Huffsmith ----------------------------------- Printed Name: Richard L. Huffsmith Its: General Counsel /s/ Efrem Gerszberg -------------------------------------- Efrem Gerszberg AGREED TO and accepted this 12th day of August, 2005 RHO Management Trust I By: Rho Capital Partners, Inc., its Investment Advisor By: /s/ Jeffrey I. Martin ----------------------------------- Printed Name: Jeffrey I. Martin Its: Attorney in fact EX-99 3 kl00869_ex99-2.txt EXHIBIT 99.2 AGREEMENT OF JOINT FILING EXHIBIT 99.2 Agreement of Joint Filing Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the "Statement") to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them. IN WITNESS WHEREOF, the undersigned have executed this Agreement. Dated: August 18, 2005 JEWELCOR MANAGEMENT, INC. By: /s/ Seymour Holtzman ------------------------------------- Name: Seymour Holtzman Title: President JEWELCOR INCORPORATED By: /s/ Seymour Holtzman ------------------------------------- Name: Seymour Holtzman Title: President S.H. HOLDINGS, INC. By: /s/ Seymour Holtzman ------------------------------------- Name: Seymour Holtzman Title: President HOLTZMAN OPPORTUNITY FUND, L.P. By: Holtzman Financial Advisors, LLC, its General Partner By: /s/ Seymour Holtzman ------------------------------------- Name: Seymour Holtzman Title: Manager /s/ Seymour Holtzman ---------------------------------------- Seymour Holtzman /s/ Evelyn Holtzman ---------------------------------------- Evelyn Holtzman -----END PRIVACY-ENHANCED MESSAGE-----