0001104659-11-071743.txt : 20111230 0001104659-11-071743.hdr.sgml : 20111230 20111230102010 ACCESSION NUMBER: 0001104659-11-071743 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20111230 DATE AS OF CHANGE: 20111230 GROUP MEMBERS: GREENWOOD CAPITAL LIMITED PARTNERSHIP GROUP MEMBERS: GREENWOOD INVESTMENTS, INC. GROUP MEMBERS: GREENWOOD INVESTORS LIMITED PARTNERSHIP GROUP MEMBERS: MGPLA, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OVERHILL FARMS INC CENTRAL INDEX KEY: 0001101020 STANDARD INDUSTRIAL CLASSIFICATION: CANNED, FROZEN & PRESERVED FRUIT, VEG & FOOD SPECIALTIES [2030] IRS NUMBER: 752590292 STATE OF INCORPORATION: NV FISCAL YEAR END: 0927 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-78593 FILM NUMBER: 111288135 BUSINESS ADDRESS: STREET 1: 2727 EAST VERNON AVENUE CITY: VERNON STATE: CA ZIP: 90058 MAIL ADDRESS: STREET 1: OVERHILL FARMS STREET 2: P.O. BOX 58806 CITY: VERNON STATE: CA ZIP: 90058 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TANNENBAUM STEVEN CENTRAL INDEX KEY: 0001121942 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 125 COUNTRY CLUB ROAD CITY: NEWTON STATE: MA ZIP: 02459 SC 13G 1 a11-32453_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

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

 

OVERHILL FARMS, INC.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

690212105

(CUSIP Number)

December 21, 2011

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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).

 


 

CUSIP No. 690212105

13G

 

 

 

1.

Names of Reporting Persons
Steven Tannenbaum

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
878,041 shares of Common Stock

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
878,041 shares of Common Stock

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
878,041 shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.5%

 

 

12.

Type of Reporting Person (See Instructions)
IN, HC

 

2


 

CUSIP No. 690212105

13G

 

 

 

1.

Names of Reporting Persons
Greenwood Investments, Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
878,041 shares of Common Stock

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
878,041 shares of Common Stock

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
878,041 shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.5%

 

 

12.

Type of Reporting Person (See Instructions)
CO, IA

 

3


 

CUSIP No. 690212105

13G

 

 

 

1.

Names of Reporting Persons
Greenwood Investors Limited Partnership

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Massachusetts

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
367,567 shares of Common Stock

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
367,567 shares of Common Stock

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
367,567 shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
2.3%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

4


 

CUSIP No. 690212105

13G

 

 

 

1.

Names of Reporting Persons
Greenwood Capital Limited Partnership

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Massachusetts

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
349,995 shares of Common Stock

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
349,995 shares of Common Stock

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
349,995 shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
2.2%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

5


 

CUSIP No. 690212105

13G

 

 

 

1.

Names of Reporting Persons
MGPLA, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
160,479 shares of Common Stock

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
160,479 shares of Common Stock

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
160,479 shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.0%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

6


 

Item 1.

 

(a)

Name of Issuer:
Overhill Farms, Inc. (the “Issuer”).

 

(b)

Address of the Issuer’s Principal Executive Offices:
2727 East Vernon Avenue, Vernon, California 90058.

 

Item 2.

 

(a)

Name of Person Filing:
This joint statement on Schedule 13G is being filed by Steven Tannenbaum, Greenwood Investments, Inc., Greenwood Capital Limited Partnership, Greenwood Investors Limited Partnership and MGPLA, L.P., who are collectively referred to as the “Reporting Persons.”  Mr. Tannenbaum is the President of Greenwood Investments, Inc. (the “General Partner”), which is the sole general partner of each of Greenwood Capital Limited Partnership (“Capital”), Greenwood Investors Limited Partnership (“Investors”) and MGPLA, L.P. (“MGPLA”). The Reporting Persons have entered into a Joint Filing Agreement, dated as of the date hereof, a copy of which is filed with this Schedule 13G as Exhibit 1 (which is incorporated herein by reference), pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k) under the Act.

 

(b)

Address of Principal Business Office:
The principal business office of the Reporting Persons with respect to the shares reported hereunder is 222 Berkeley Street, 17th Floor, Boston, MA 02116.

 

(c)

Citizenship:
The General Partner is a Delaware corporation.  Each of Capital and Investors is a Massachusetts limited partnership.  MGPLA is a Delaware limited partnership.  Mr. Tannenbaum is a U.S. citizen.

 

(d)

Title and Class of Securities:
Common stock, $0.01 par value (“Common Stock”).

 

(e)

CUSIP Number:
690212105.

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

N/A.

 

Item 4.

Ownership:

As of the date of this filing the Reporting Persons, in the aggregate, beneficially own 878,041 shares of Common Stock of the Issuer, representing approximately 5.5% of such class of securities.  The beneficial ownership of each Reporting Person is as follows: (i) Capital beneficially owns 349,995 shares of Common Stock representing approximately 2.2% of the class; (ii) Investors beneficially owns 367,567 shares of Common Stock representing approximately 2.3% of the class; (iii) MGPLA beneficially owns 160,479 shares of Common Stock representing approximately 1.0% of the class and (iv) the General Partner, as the sole general partner of each of Capital, Investors and MGPLA, and Mr. Tannenbaum, as the president of the General Partner, each beneficially own 878,041 shares of Common Stock of the Issuer

 

7


 

representing approximately 5.5% of the class.  The percentage of Common Stock beneficially owned by each Reporting Person is based on a total of 15,823,271 shares of Common Stock of the Issuer outstanding as of December 14, 2011 as reported in the most recent annual report of the Issuer on Form 10-K/A for the fiscal year ended October 2, 2011.

 

Each of Capital, Investors and MGPLA has the power to vote and dispose of the shares of Common Stock beneficially owned by such entity (as described above). The General Partner, as the sole general partner of each of Capital, Investors and MGPLA, has the authority to vote and dispose of all of the shares of Common Stock reported in this Schedule 13G.  Mr. Tannenbaum, by virtue of his position as president of the General Partner, has the authority to vote and dispose of all of the shares of Common Stock reported in this Schedule 13G.

 

Item 5.

Ownership of Five Percent or Less of a Class:

N/A.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

N/A.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

N/A.

 

Item 8.

Identification and Classification of Members of the Group:

N/A.

 

Item 9.

Notice of Dissolution of Group:

N/A.

 

8


 

Item 10.

Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

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.

 

December 29, 2011

 

 

STEVEN TANNENBAUM

 

 

 

/s/ Steven Tannenbaum

 

 

 

GREENWOOD INVESTMENTS, INC.

 

 

 

 

 

By:

/s/ Steven Tannenbaum

 

 

Steven Tannenbaum, President

 

 

 

 

 

GREENWOOD CAPITAL LIMITED PARTNERSHIP

 

 

 

By:

Greenwood Investments, Inc.,

 

 

General Partner

 

 

 

By:

/s/ Steven Tannenbaum

 

Seven Tannenbaum, President

 

 

 

 

 

GREENWOOD INVESTORS LIMITED PARTNERSHIP

 

 

 

By:

Greenwood Investments, Inc.,

 

 

General Partner

 

 

 

 

 

 

 

By:

/s/ Steven Tannenbaum

 

 

Steven Tannenbaum, President

 

 

 

MGPLA, L.P.

 

 

 

By:

Greenwood Investments, Inc.,

 

 

General Partner

 

 

 

 

By:

/s/ Steven Tannenbaum

 

 

Steven Tannenbaum, President

 

9


 

Exhibit 1

 

JOINT FILING AGREEMENT

 

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree, as of December 29, 2011, that only one statement containing the information required by Schedule 13G, and each amendment thereto, need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Overhill Farms, Inc., and such statement to which this Joint Filing Agreement is attached as Exhibit 1 is filed on behalf of each of the undersigned.

 

 

STEVEN TANNENBAUM

 

 

 

/s/ Steven Tannenbaum

 

 

 

GREENWOOD INVESTMENTS, INC.

 

 

 

 

 

By:

/s/ Steven Tannenbaum

 

 

Steven Tannenbaum, President

 

 

 

 

 

GREENWOOD CAPITAL LIMITED PARTNERSHIP

 

 

 

By:

Greenwood Investments, Inc.,

 

 

General Partner

 

 

 

By:

/s/ Steven Tannenbaum

 

 

Steven Tannenbaum, President

 

 

 

 

 

GREENWOOD INVESTORS LIMITED PARTNERSHIP

 

 

 

By:

Greenwood Investments, Inc.,

 

 

General Partner

 

 

 

 

 

 

 

By:

/s/ Steven Tannenbaum

 

 

Steven Tannenbaum, President

 

 

 

MGPLA, L.P.

 

 

 

By:

Greenwood Investments, Inc.,

 

 

General Partner

 

 

 

 

By:

/s/ Steven Tannenbaum

 

 

Steven Tannenbaum, President