-----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, UiX4qSNd8DdP7Q4mXXR9nTvbxR5oHpesd0j2Gy2WTAEGLaVGb/zpJGbydcaFCP0B 0pHoxQHtEXu9VpITz4i6wg== 0000904440-97-000055.txt : 19970818 0000904440-97-000055.hdr.sgml : 19970818 ACCESSION NUMBER: 0000904440-97-000055 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970815 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LINCOLN LOGS LTD CENTRAL INDEX KEY: 0000717422 STANDARD INDUSTRIAL CLASSIFICATION: PREFABRICATED WOOD BLDGS & COMPONENTS [2452] IRS NUMBER: 141589242 STATE OF INCORPORATION: NY FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37488 FILM NUMBER: 97665122 BUSINESS ADDRESS: STREET 1: RIVERSIDE DR STREET 2: P O BOX 135 CITY: CHESTERTOWN STATE: NY ZIP: 12817 BUSINESS PHONE: 5184944777 MAIL ADDRESS: STREET 1: P O BOX 135 STREET 2: RIVERSIDE DRIVE CITY: CHESTERTOWN STATE: NY ZIP: 12817 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SPECIAL SITUATIONS FUND III L P CENTRAL INDEX KEY: 0000914248 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133737427 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 153 E 53 ST 51ST FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128325300 MAIL ADDRESS: STREET 1: 153 EAST 53RD STREET 51ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1 )* Lincoln Logs Ltd. ___________________________________________________ (Name of Issuer) Common Stock, $0.01 par value ___________________________________________________ (Title of Class of Securities) 533788303 ___________________________________________________ (CUSIP Number) Austin W. Marxe, 153 East 53rd Street, 51st Floor, New York, New York 10022 (212) 832-5300 ___________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 6, 1997 ___________________________________________________ (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 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box X . ----- Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). Page 2 of 4 Pages Item 1. Security and Issuer. No change. Item 2. Identity and Background. No change. Item 3. Source and Amount of Funds or Other Consideration. No change. Item 4. Purpose of Transaction. The Reporting Persons agreed, as of July 25, 1997, to form a group for the purpose of seeking representation on the Board of Directors of the Company. As of August 6, 1997, the Company agreed to postpone its 1997 Annual Meeting of Shareholders (the "Annual Meeting"), originally scheduled to be held on August 11, 1997, in order to include two of the Reporting Persons' nominees as part of the Company's slate of six directors to be proposed for election at a rescheduled Annual Meeting to be held no later than September 12, 1997. The Company will select the remaining four nominees from the current directors, two of whom will be Richard C. Farr and John D. Shepherd. In return, the Reporting Persons have agreed to vote for such slate of directors at the rescheduled Annual Meeting. Except as set forth herein, the Reporting Persons have no plans or proposals to engage in any transactions involving the Company or the securities of the Company, as set forth in Items 4(a)-(j) of the form of Schedule 13D. Item 5. Interest in Securities of the Issuer. No change. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. No change. Item 7. Material to be Filed as Exhibits. Exhibit 1 Letter Agreement, dated August 6, 1997, between the Company and Special Situations Fund III, L.P. Page 3 of 4 Pages 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. August 14, 1997 Special Situations Fund III, L.P. By: MGP Advisers Limited Partnership, General Parnter By: AWM Investment Company, Inc., General Partner By: /s/Austin W. Marxe _______________________________________ Austin W. Marxe, President Special Situations Cayman Fund, L.P. By: AWM Investment Company, Inc., General Partner By: /s/Austin W. Marxe _______________________________________ Austin W. Marxe, President MGP Advisers Limited Partnership By: AWM Investment Company, Inc., General Partner By: /s/Austin W. Marxe _______________________________________ Austin W. Marxe, President AWM Investment Company, Inc. By: /s/Austin W. Marxe _______________________________________ Austin W. Marxe, President /s/Austin W. Marxe ____________________________________________ Austin W. Marxe /s/Davis M. Greenhouse ____________________________________________ David M. Greenhouse Page 4 of 4 Pages EXHIBIT INDEX Exhibit Description 1 Letter Agreement, dated August 6, 1997, between the Company and Special Situations Fund III, L.P. EX-1 2 EXHIBIT 1 The Original Lincoln Logs Ltd. Riverside Drive Chestertown, NY 12817 August 6, 1997 Special Situations Fund III, L.P. 153 East 53rd Street, 51st Floor New York, New York 10022 Attn: Austin W. Marxe Dear Mr. Marxe: This is to confirm the agreement between Lincoln Logs Ltd. (the "Company") and you relating to (a) the nomination of two of your nominees as directors, subject to approval by the Board of Directors, to be elected as part of the Company's slate of directors (the "Slate") at the Company's 1997 Annual Meeting of Shareholders (the "Annual Meeting") and (b) your and our support of the entire Slate. In connection therewith, the Company has agreed to postpone the Annual Meeting, originally scheduled to be held on August 11, 1997, and to reschedule such Annual Meeting not later than September 12, 1997, in order to effect the following: 1. establish the size of the Company's Board of Directors at six directors; 2. select four nominees for election to the Board from the current directors, two of whom shall be Richard C. Farr and John D. Shepherd; 3. include two of your nominees in the Slate to be proposed for election at the rescheduled Annual Meeting; and 4. have the foregoing subject to and contingent upon your (and your affiliates') agreement to vote for the Slate at the Annual Meeting. In furtherance of the foregoing, the Company will file with the Securities and Exchange Commission an amendment to its previously filed proxy materials to its shareholders in connection with the rescheduled Annual Meeting. The Company will promptly provide you with all such filings and any press releases or other documents relating to the foregoing. Promptly thereafter, you will deliver an irrevocable proxy (subject to our compliance with the agreement contained herein) consistent with paragraph (4) of this letter. Enclosed please find a copy of the minutes of a Special Meeting of the Board of Directors of the Company held on July 30, 1997, certified by the Secretary of the Company reflecting terms of the foregoing. Very truly yours, /s/ Leslie M. Apple __________________________ Leslie M. Apple Member of the Office of Chief Executive Acknowledged and Agreed to: /s/ Austin W. Marxe __________________________ Austin W. Marxe Dated: August 14, 1997 -----END PRIVACY-ENHANCED MESSAGE-----