-----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, VASym0fOdKsuaXUWQBwCE79t9pcnUk9Aai60YhaLvlOnipF+0JZmI3cCMGRa5QPw Qut3Q/DfCICT63eUPSyk2A== 0000904793-08-000007.txt : 20080512 0000904793-08-000007.hdr.sgml : 20080512 20080512152720 ACCESSION NUMBER: 0000904793-08-000007 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080512 DATE AS OF CHANGE: 20080512 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TOFUTTI BRANDS INC CENTRAL INDEX KEY: 0000730349 STANDARD INDUSTRIAL CLASSIFICATION: ICE CREAM & FROZEN DESSERTS [2024] IRS NUMBER: 133094658 STATE OF INCORPORATION: DE FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-35604 FILM NUMBER: 08823040 BUSINESS ADDRESS: STREET 1: 50 JACKSON DR STREET 2: PO BOX 786 CITY: CRANFORD STATE: NJ ZIP: 07016 BUSINESS PHONE: 9082722400 MAIL ADDRESS: STREET 1: 50 JACKSON DRIVE STREET 2: PO BOX 786 CITY: CRANFORD STATE: NJ ZIP: 07016 FORMER COMPANY: FORMER CONFORMED NAME: TOFU TIME INC DATE OF NAME CHANGE: 19860619 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANTA MONICA PARTNERS LP CENTRAL INDEX KEY: 0000904793 IRS NUMBER: 133100474 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D 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 1 tofuttibrands.txt 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) (SCHEDULE 13D) Under the Securities Exchange Act of 1934 TOFUTTI BRANDS, INC. - ----------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $1.00 PER SHARE - ----------------------------------------------------------------------- (Title of Class of Securities) 889059 - ----------------------------------------------------------------------- (CUSIP Number) 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) MAY 12, 2008 - ----------------------------------------------------------------------- (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 [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 9 Pages) CUSIP No. 889059 13D Page 2 of 9 Pages _______________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SANTA MONICA PARTNERS, L.P., SMP ASSET MANAGEMENT, LLC, AND LAWRENCE J. GOLDSTEIN GROUP _______________________________________________________________________ 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 NEW YORK _______________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 2,200 SHARES _______________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY NONE OWNED BY _______________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 2,200 CUSIP No. 889059 13D Page 3 of 9 Pages PERSON _______________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH NONE _______________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,200 _______________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] _______________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .039% _______________________________________________________________________ 14 TYPE OF REPORTING PERSON IA _______________________________________________________________________ ______________________________________________________________________ _______________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SANTA MONICA PARTNERS, L.P. 13-3100474 SMP ASSET MANAGEMENT, LLC 42-1582561 _______________________________________________________________________ 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) [_] CUSIP No. 889059 13D Page 4 of 9 Pages _______________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK _______________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 2,200 SHARES _______________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY None OWNED BY _______________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 2,200 PERSON _______________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH None _______________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,200 _______________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] _______________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .039% _______________________________________________________________________ 14 TYPE OF REPORTING PERSON PN OO (LLC) _______________________________________________________________________ ______________________________________________________________________ CUSIP No. 889059 13D Page 5 of 9 Pages The inclusion of SMP Asset Management LLC in this Statement shall not be construed as an admission that such party is, for purposes of Section 13(d) of the Securities Exchange Act of 1934, the beneficial owner of any securities covered by this Statement. _______________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) LAWRENCE J. GOLDSTEIN _______________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] _______________________________________________________________________ 3 SEC USE ONLY _______________________________________________________________________ 4 SOURCE OF FUNDS PF, OO _______________________________________________________________________ 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 _______________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF None SHARES CUSIP No. 889059 13D Page 6 of 9 Pages _______________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY None OWNED BY _______________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING None PERSON _______________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 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 IA _______________________________________________________________________ _______________________________________________________________________ TOFUTTI BRANDS, INC. SCHEDULE 13D Item 1. Security and Issuer. This statement on Schedule 13D (this "Statement") relates to the common stock with $1.00 par value (the "Shares") of Tofutti Brands,Inc. (the "Issuer"). The principal offices of the Issuer are located at 50 Jackson Drive, Cranford, NJ 07016. CUSIP No. 889059 13D Page 7 of 9 Pages Item 2. Identity and Background. (a) Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this Statement is being filed by Santa Monica Partners, L.P., which is a New York limited partnership. This Statement is also being filed on behalf SMP Asset Management LLC, a Delaware limited liability company that acts as the general partner for Santa Monica Partners L.P. and Lawrence J. Goldstein, the president and sole owner of the general partner. Their principal business address is 1865 Palmer Avenue, Larchmont, New York 10538. (b)-(c) The principal business of Santa Monica Partners is to invest in securities with the objective of preserving principal, building net worth, and achieving long-term capital growth for its investors. The principal business of SMP Asset Management is to provide investment advice to and to manage the business and affairs of Santa Monica Partners. Mr. Goldstein's principal occupation is providing investment advice to and supervising the business and affairs of SMP Asset Management, and indirectly, Santa Monica Partners. The principal business address of Santa Monica Partners, SMP Asset Management, and Mr. Goldstein (collectively, the "Reporting Persons") is 1865 Palmer Avenue, Larchmont, New York 10538. (d) To the best knowledge of the Reporting Persons, during the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) To the best knowledge of the Reporting Persons, during the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws. (f) Mr. Goldstein is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. The source of all funds for purchases of the Shares by Santa Monica Partners was the working capital of Santa Monica Partners. The source of all funds for purchases by SMP Asset Management was the working capital of Santa Monica Partners, which is managed by SMP Asset Management. In addition, Mr. Goldstein may be deemed to be the beneficial owner of shares purchased by Santa Monica Partners which were made with the working capital of Santa Monica Partners. All CUSIP No. 889059 13D Page 8 of 9 Pages funds that have been utilized to purchase such shares are from such accounts or from margin loans from broker dealers where these accounts are held. The personal funds and working capital may, at any given time, include margin loans made by brokerage firms in the ordinary course of business. Item 4. Purpose of Transaction. The Reporting Persons have acquired the Shares for investment purposes and intend to review on a continuing basis their investments in the Issuer and may, depending upon their evaluation of the Issuer's business and prospects and upon future developments, determine to increase or decrease, or continue to hold as an investment, or dispose of, the shares in the Issuer. Item 5. Interest in Securities of the Issuer. (a) As of the date of this Schedule 13D, Santa Monica Partners beneficially owns in the aggregate 2,200, based on 5,653,467 outstanding shares constituting .039% of the outstanding Shares. SMP Asset Management, as the sole general partner of Santa Monica Partners, may be deemed indirectly to own beneficially (as that term is defined in Rule 13d-3 under the Exchange Act) the Shares in which Santa Monica Partners may be deemed to possess direct beneficial ownership. Mr. Goldstein, as president and sole owner of SMP Asset Management may be deemed to have indirect beneficial ownership of the Shares, which SMP Asset Management may beneficially own. Mr. Goldstein disclaims beneficial ownership of such Shares for all other purposes. (b) Santa Monica Partners has the sole power to vote or direct the vote of 2,200 Shares and the sole power to dispose or direct the disposition of such Shares. SMP Asset Management, as sole general partner of Santa Monica Partners, may be deemed to have the sole power to vote or direct the vote of the Shares held by Santa Monica Partners, and the sole power to dispose or direct the disposition of such Shares. Mr. Goldstein, as president and sole owner of SMP Asset Management, may be deemed to have the power to vote or to direct the vote and to dispose or to direct the disposition of such Shares. (c) Santa Monica Partners engaged in the following transactions in Shares of the Issuer during the past 60 days: NONE. Lawrence Goldstein engaged in the following transactions in Shares of the Issuer during the past 60 days: None. All transactions involved purchases of Shares on the over-the-counter Nasdaq market. No other Reporting Person effected transactions in Shares of the Issuer during the past 60 days. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Statement. CUSIP No. 889059 13D Page 9 of 9 Pages (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. To the best of the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, except as follows: (i) the partnership agreement of Santa Monica Partners contains provisions whereby SMP Asset Management may, after certain adjustments, receive a percentage of profits, if any, derived from Santa Monica Partner's investments. Item 7. Material to be filed as Exhibits. Exhibit 1. Letter to Directors dated April 15,2008 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. Dated: May 12, 2008 SANTA MONICA PARTNERS, L.P. By: SMP ASSET MANAGEMENT LLC By: /s/LAWRENCE J. GOLDSTEIN -------------------- Lawrence J. Goldstein, President SMP ASSET MANAGEMENT LLC By: /s/LAWRENCE J. GOLDSTEIN -------------------- Lawrence J. Goldstein, President LAWRENCE J. GOLDSTEIN /s/LAWRENCE J. GOLDSTEIN -------------------- Lawrence J. Goldstein Attention: Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). EX-1 2 tofuttibrandsletter.txt EXHIBIT 1. CERTIFIED MAIL#7003-1680-0004-7304-2418 RETURN RECEIPT REQUESTED April 15, 2008 Mr. David Mintz, Chairman and Chief Executive Officer Mr. Franklyn Snitow Mr. Aron Forem Mr. Reuben Rapoport Mr. Philip GotthAelf Mr. Joseph K. Fischer Mr. Neal S. Axelrod c/o Mr. Steven Kass, Chief Financial Officer Tofutti Brands, Inc. 50 Jackson Drive Cranford, NJ 07016 Dear Directors. Mintz, Snitow, Forem, Rapoport, Gotthelf, Fischer, Axelrod and CFO Kass: Our investment management firm is a value investor in public companies. We believe that it is in the best interest of all shareholders for management to be good stewards of shareholder capital. Therefore, today, we have finally decided to write on behalf of all long suffering Tofutti Brands shareholders. With this record: Revenue and Net Income 2003 - 2007 --- $Millions ---
2003 2004 2005 2006 2007 Revenue 19.01 19.19 18.61 19.47 19.15 Net Income .39 .61 .35 .62 .47
Don't you think after giving shareholders a flat, "bupkus" (1), performance for the past five years in top and bottom line P & L results and Mr. Mintz's generous, for such a very small company, salary and bonus of: David Mintz Compensation vs. Tofutti Net Profits 2003 - 2007 --- $000 ---
% Mintz Compensation Total David Total Mintz Exceeded Mintz Company Vs. Company Net Year Salary Bonus Compensation Profit Company Profit 2007 450,000 350,000 800,000 465,000 +335,000 +72% 2006 450,000 350,000 800,000 620,000 +180,000 +29% 2005 450,000 350,000 800,000 350,000 +450,000 +129% 2004 306,000 350,000 656,000 610,000 + 46,000 +7.5% 2003 603,000 ___ 603,000 390,000 +213,000 +55% Total 5 Year 2,259,000 1,400,000 3,659,000 2,435,000 +1,224,000 +50%
And our stock having gone nowhere, doing nothing, i.e. more bupkus, for many years as well: End of Quarter Stock Price 2000 - 2008
DATE PRICE DATE PRICE 3/08 2.68 12/07 2.80 12/03 3.01 9/07 2.91 9/03 2.83 6/07 2.95 6/03 3.05 3/07 3.15 3/03 2.51 12/06 3.05 12/02 2.60 9/06 2.83 9/02 3.01 6/06 2.90 6/02 2.80 3/06 2.92 3/02 2.01 12/05 3.14 12/01 2.07 9/05 3.15 9/01 2.25 6/05 3.11 6/01 2.08 3/05 3.23 3/01 2.00 12/04 3.29 12/00 2.00 9/04 3.01 9/00 2.06 6/04 3.01 6/00 2.38 3/04 3.50 3/00 3.88
And for nearly three decades never ever paying a dividend, Don't you also think that it is time to call it quits and sell this company: To a major food firm that has cash to advertise the products, staff to market the products and distribution muscle to obtain placements of all products, in all venues and stores in the U.S., and internationally? Or At least spend the $800,000 a year on advertising, marketing and distribution efforts instead of on Mr. Mintz, who owns 47% of the Company, 2,630,440 shares, and who himself would profit from just a $1 per share increase in the stock price by over three times what he has been paid in salary and bonus in each of the last several years. It is incomprehensible that Mr. Mintz has in each of the last five years been paid far more than the entire Company reported in net profit - -- 50% more in total. As a matter of fact Mr. Mintz would, at the current P/E ratio of 36.36 x LTM earnings, see the value of his personal stockholdings increase by $7,876,806 if he would forgo his compensation of "just" $800,000 (800,000 x 58.2% net after taxes = benefit to earnings of $465,600/5,653,467 shares outstanding = 8.24 cents/share x 36.36, the current P/E = $2.99/in market price per share x Mr. Mintz's 2,630,440 shares = $7,876,806). In other words, by this mere simple action Mr. Mintz could see his gross wealth increase almost ten-fold. What's more, instead of paying Federal Income taxes, of possibly some 39% on his $800,000 salary and bonus, he could sell off a handful of his shares if he really needed the approximate net $488,000 proceeds that he ends up with after Federal income taxes, and he would only have to pay 15% in capital gains tax on the shares he sold. What a bonanza for all concerned and most especially for Mr. Mintz! So for starters, if Mr. Mintz is interested in creating some shareholder wealth and value for all shareholders, and for his 47% ownership, he could start with forgoing any salary and accept no bonus, and yet benefit mightily, couldn't he? Shouldn't he, and the Board as well, take steps to demonstrate that not only Mr. Mintz, but all shareholders as well, are after all, in this stock to make money and see Tofutti shares increase in value? Remember, shareholders have never ever received so much as a single cent in dividends in the twenty-seven year history of the Company. In fact in all of the Company's SEC 10-K filings it is always stated that The Company has not paid and has no present intention of paying cash dividends on its common stock in the foreseeable future". Makes one think it is too bad no such claim has ever been made regarding Mr. Mintz's huge compensation package. After all, as noted above, his paydays have been more than 50% larger than the Company' Net Profits in the past five years. Indeed his 2007 compensation exceeded the Company's Net Profit by 72%. What a great mekhaye (2) for Mr. Mintz's managing no revenue or profit increases for so many years. The only shareholder to have ever benefitted financially has been Chairman, CEO Mr. Mintz. So isn't it very much worthwhile examining the arithmetic of the stock price, earnings and the multiplier? Think about it Mr. Mintz, and you the directors, and Mr. Kass, as CFO, perhaps you would lay it all out in easy to understand arithmetic to all concerned. Failing this, we repeat the question above, isn't it time to call it quits and sell this company? We would appreciate your response to the question or the suggestion. We will look forward to hearing from you at your earliest convenience. We should also be grateful to meet with you to discuss the contents of this letter further. We kindly request you to confirm to us by return mail that each of the above members of the board of directors has received this letter. Thank you. Warmly, Lawrence J. Goldstein LJG:ala (1) Certainly you all well know bupkus is a Yiddish word literally translated as "nothing". (2) Surely you know mekhaye means pleasure; something shareholders have never experienced at Tofutti Page 4 of 4 223: -----END PRIVACY-ENHANCED MESSAGE-----