-----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, HVUq50+tEm7kw4XHVjGhhRlTHKLmtLESt8uwc9gu1/yUIRdEtCZ2+rZikp5KTDhx 4DenqjhIbdW5PO7fiGuFYQ== 0001193125-06-248470.txt : 20061207 0001193125-06-248470.hdr.sgml : 20061207 20061207144034 ACCESSION NUMBER: 0001193125-06-248470 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20061207 DATE AS OF CHANGE: 20061207 GROUP MEMBERS: LDN STUYVIE PARTNERSHIP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JL HALSEY CORP CENTRAL INDEX KEY: 0001166220 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78509 FILM NUMBER: 061262279 BUSINESS ADDRESS: STREET 1: 103 FOULK ROAD STREET 2: SUITE 205Q CITY: WILMINGTON STATE: DE ZIP: 19803 BUSINESS PHONE: 302 691-6189 MAIL ADDRESS: STREET 1: 103 FOULK ROAD STREET 2: SUITE 205Q CITY: WILMINGTON STATE: DE ZIP: 19803 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMFORT WILLIAM T III CENTRAL INDEX KEY: 0001211531 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 2325-B RENAISSANCE DR STREET 2: SUITE 21 CITY: LAS VEGAS STATE: NV ZIP: 89119 SC 13D/A 1 dsc13da.htm SCHEDULE 13D/A Schedule 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

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. 3 as to Mr. William T. Comfort, III and

Amendment No. 9 as to LDN Stuyvie Partnership)

 

 

 

J.L. Halsey Corporation (JLHY.OB)

(Name of Issuer)

 

Common Stock, Par Value $0.01 per share

(Title of Class of Securities)

 

46622H 10 3

(CUSIP Number)

 

William T. Comfort, III

30 Cheyne Walk

London, SW3 5HH, United Kingdom

44-207-986-5969

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

With a Copy to:

G. Daniel O’Donnell, Esq.

Dechert LLP

Cira Centre

2929 Arch Street

Philadelphia, Pennsylvania 19104-2808

Ph. (215) 994-4000

December 7, 2006

(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 240.13d-1(b)(e), 240.13d-1(f) or 240.13d-1(g) check the following box  ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7(b) for other parties to whom copies are to be sent

 

*   The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 4662HH 10.3    SCHEDULE 13D   

 

  1.   NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)    
                LDN Stuyvie Partnership / 73-1526937    
  2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*  
  (a)  ¨  
    (b)  x    
  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  
                Oklahoma    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
PERSON
WITH		     7.  SOLE VOTING POWER
 
    
    8.  SHARED VOTING POWER
 
                  15,216,955
    9.  SOLE DISPOSITIVE POWER
 
    
  10.  SHARED DISPOSITIVE POWER
 
                  15,216,955
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
                15,216,955    
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
         
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
                17.7%    
14.   TYPE OF REPORTING PERSON  
                PN    

 

* The reporting person expressly disclaims (i) the existence of any group and (ii) beneficial ownership with respect to any shares other than the shares owned of record by such reporting person.

CUSIP NO. 4662HH 10.3    SCHEDULE 13D   

 

  1.   NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)    
                Mr. William T. Comfort, III    
  2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
  (a)  ¨  
    (b)  x    
  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  
                United States of America    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
PERSON
WITH		     7.  SOLE VOTING POWER
 
                  4,170,000
    8.  SHARED VOTING POWER
 
                  15,216,955
    9.  SOLE DISPOSITIVE POWER
 
                  4,170,000
  10.  SHARED DISPOSITIVE POWER
 
                  15,216,955
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
                19,386,955    
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
         
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
                22.5%    
14.   TYPE OF REPORTING PERSON  
                IN    

This Amendment No. 3 to Schedule 13D amends and supplements Items 4, 6 and 7 contained in the Schedule 13D initially filed on or about January 3, 2003 by William T. Comfort, III and subsequently amended on January 13, 2003 and August 22, 2006. This Amendment No. 9 to Schedule 13D amends and supplements Items 4, 6 and 7 contained in the Schedule 13D initially filed on or about October 6, 1999 by LDN Stuyvie Partnership (the “Partnership”) and subsequently amended on October 18, 1999, November 8, 1999, December 17, 1999, December 29, 1999, January 6, 2000, January 12, 2000, January 13, 2003 and August 22, 2006. Mr. Comfort and the Partnership are referred to herein as the “Reporting Persons.” Each Reporting Person disclaims responsibility for the completeness and accuracy of the information contained in this Schedule 13D concerning the other Reporting Person.

ITEM 4. PURPOSE OF TRANSACTION.

Item 4 of the Schedule 13D is hereby amended by adding at the end thereof the following:

Effective as of December 5, 2006, the Partnership and J.L. Halsey Corporation (the “Company”) entered into a First Amendment (the “Backstop Amendment”) to the Backstop Agreement dated as of August 16, 2006 between the Partnership and the Company (the “Backstop Agreement”). The Backstop Amendment provides that the Backstop Agreement will terminate automatically if the registration statement to be filed with the SEC in connection with the rights offering has not been declared effective by 5:30 p.m. Eastern time, on January 31, 2007. The Backstop Amendment also provides that, in the event the Backstop Agreement is terminated in accordance with Sections 9(b), 9(c) or 9(d) thereof, the Promissory Note in the principal amount of $10,000,000 issued by the Company to the Partnership on August 16, 2006 will automatically mature. The foregoing description of the Backstop Amendment is qualified in its entirety by reference to the Backstop Amendment, a copy of which is included as Exhibit (1) hereto and is incorporated by reference herein.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE COMPANY.

See Item 4 above.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

(1) First Amendment to Backstop Agreement, dated as of December 5, 2006, by and between LDN Stuyvie Partnership and J. L. Halsey Corporation.

EXHIBIT INDEX

 

(1)    First Amendment to Backstop Agreement dated as of December 5, 2006, by and between LDN Stuyvie Partnership and J. L. Halsey Corporation.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

    LDN STUYVIE PARTNERSHIP
  By:  

/s/ William T. Comfort, III

Dated: December 7, 2006     William T. Comfort, III, General Partner
  WILLIAM T. COMFORT, III
 

/s/ William T. Comfort, III

Dated: December 7, 2006

EX-99.1 2 dex991.htm FIRST AMENDMENT TO BACKSTOP AGREEMENT First Amendment to Backstop Agreement

Exhibit 1

FIRST AMENDMENT

TO

BACKSTOP AGREEMENT

THIS FIRST AMENDMENT (the “First Amendment”) to the Backstop Agreement dated as of August 16, 2006 (the “Agreement”), by and by and between J. L. Halsey Corporation (the “Company”) and LDN Stuyvie Partnership (“LDN”), is entered into as of December 5, 2006.

RECITALS:

WHEREAS, the Company and LDN desire to amend the Agreement as provided herein pursuant to Section 10(e) of the Agreement; and

WHEREAS, any capitalized term used herein, and not otherwise defined herein, shall have the meaning set forth in the Agreement.

AGREEMENTS:

NOW, THEREFORE, in consideration of the foregoing and the agreements herein contained, the parties hereto covenant and agree as follows:

1. Section 2 of the Agreement is hereby amended by adding the following sentence at the end thereof:

Notwithstanding anything to the contrary contained in this Section 2, in the event the Agreement is terminated pursuant to clauses (b), (c) or (d) of Section 9 below, for purposes of the Promissory Note only the term “Closing” shall mean the date of such termination.

2. Section 9 of the Agreement is hereby amended in its entirety to read as follows:

Section 9. Termination. This Agreement may be terminated (and in the case of subsections (e) and (f) below, shall be terminated) at any time prior to the Closing, as follows:

(a) by mutual written consent of the Company and LDN;

(b) by either the Company or LDN if any governmental entity shall institute any suit or action challenging the validity or legality of, or seeking to restrain the consummation of, the transactions contemplated by this Agreement (including, without limitation, the issuance of Rights pursuant to the Rights Offering);

(c) by the Company, in the event LDN has breached any representation, warranty, or covenant contained in this Agreement, in any material respect, provided that the Company has notified LDN of the breach, and the breach has continued without cure for a period of 15 days after the notice of such breach or for such longer

period so long as such breach is curable by LDN through the exercise of its reasonable efforts, and LDN continues to exercise such reasonable efforts;

(d) by LDN, in the event that the Company has breached any representation, warranty, or covenant contained in this Agreement, in any material respect, provided that LDN has notified the Company of the breach, and the breach has continued without cure for a period of 15 days after the notice of such breach or for such longer period so long as such breach is curable by the Company through the exercise of its reasonable efforts, and the Company continues to exercise such reasonable efforts;

(e) automatically and without any action on the part of either of the parties hereto if the Registration Statement has not been declared effective by the Commission by 5:30 p.m. ET on January 31, 2007; and

(f) automatically and without any action on the part of either of the parties hereto if the Registration Statement has been declared effective by the Commission by 5:30 p.m. ET on January 31, 2007, but the Rights offered in the Rights Offering have not expired by 11:59 p.m. ET on March 31, 2007.

2. Except as herein specifically amended, the Agreement shall continue in full force and effect in accordance with its terms.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have duly executed this First Amendment effective as of the date first written above.

 

J.L. HALSEY CORPORATION
By:   /s/ David Burt
Name:   David Burt
Its:   Chief Executive Officer
LDN STUYVIE PARTNERSHIP
By:   /s/ William T. Comfort
Name:   William T. Comfort
Its:   General Partner
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