-----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, QfMXXB33ikVpKJb//JtPmPdJuMqf/qSqIABM4235cjjIKt2aWVh+vA7lP/IJY+1+ z9EHDCczj0WNjTapk6FxDQ== 0001349303-08-000002.txt : 20080422 0001349303-08-000002.hdr.sgml : 20080422 20080422101210 ACCESSION NUMBER: 0001349303-08-000002 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080422 DATE AS OF CHANGE: 20080422 GROUP MEMBERS: EVELYN HOLTZMAN GROUP MEMBERS: HOLTZMAN FINANCIAL ADVISORS, LLC GROUP MEMBERS: HOLTZMAN OPPORTUNITY FUND, LP GROUP MEMBERS: JEWELCOR INVESTMENTS, LLC GROUP MEMBERS: SEYMOUR HOLTZMAN GROUP MEMBERS: SH INDEPENDENCE, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LAKELAND INDUSTRIES INC CENTRAL INDEX KEY: 0000798081 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 133115216 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-39049 FILM NUMBER: 08768403 BUSINESS ADDRESS: STREET 1: 701-7 KOEHLER AVENUE CITY: RONKONKOMA STATE: NY ZIP: 11779 BUSINESS PHONE: 6319819700 MAIL ADDRESS: STREET 1: 701- 7 KOEHLER AVENUE CITY: RONKONKOMA STATE: NY ZIP: 11779 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOLTZMAN OPPORTUNITY FUND, L.P. CENTRAL INDEX KEY: 0001349303 IRS NUMBER: 202923350 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 100 N. WILKES BARRE BLVD., 4TH FLOOR CITY: WILKES-BARRE STATE: PA ZIP: 18702 BUSINESS PHONE: (570) 822-6277 MAIL ADDRESS: STREET 1: 100 N. WILKES BARRE BLVD., 4TH FLOOR CITY: WILKES-BARRE STATE: PA ZIP: 18702 SC 13D 1 lake13d4.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendement (4) Under the Securities Exchange Act of 1934 Lakeland Industries, Inc. --------------------------- (Name of Issuer) Common Stock, $.01 Par Value per share ------------------------------------------ (Title of Class of Securities) 511795106 --------- (CUSIP Number) Seymour Holtzman c/o Holtzman Opportunity Fund, L.P. 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) April 18, 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 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: |_| * 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). SCHEDULE 13D/A CUSIP No. 511795106 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Seymour Holtzman 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b)x 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2 (e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. 7 SOLE VOTING POWER 395,661 NUMBER OF 8 SHARED VOTING POWER SHARES - 0 - BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER EACH 395,661 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER -0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON SEE ITEM 5 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.27% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D/A CUSIP No. 511795106 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Evelyn Holtzman 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b)x 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2 (e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. 7 SOLE VOTING POWER - 0 - NUMBER OF 8 SHARED VOTING POWER SHARES - 0 - BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER EACH - 0 - REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON SEE ITEM 5 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) SEE ITEM 5 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D/A CUSIP No. 511795106 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Holtzman Opportunity Fund, L.P. 20-2923350 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 U.S. Nevada 7 SOLE VOTING POWER 302,400 NUMBER OF 8 SHARED VOTING POWER SHARES - 0 - BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER EACH 302,400 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON SEE ITEM 5 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.55% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D/A CUSIP No. 511795106 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SH Independence, LLC 20-2923276 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b)x 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 U.S. Nevada 7 SOLE VOTING POWER 302,400 NUMBER OF 8 SHARED VOTING POWER SHARES - 0 - BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER EACH 302,400 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON SEE ITEM 5 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.55% 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D/A CUSIP No. 511795106 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Holtzman Financial Advisors, LLC 20-0236486 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b)x 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 U.S. Nevada 7 SOLE VOTING POWER 302,400 NUMBER OF 8 SHARED VOTING POWER SHARES - 0 - BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER EACH 302,400 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON SEE ITEM 5 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.55% 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 4 amends and supplements the Schedule 13D, dated March 9, 2007, as amended (the "Schedule 13D"), filed with the Securities and Exchange Commission by Seymour Holtzman and others with respect to the common stock, $.01 par value (the "Common Stock"), of Lakeland Industries, Inc. (the "Issuer"). The address of the principal offices of the Issuer is 701-7 Koehler Avenue, Ronkonkoma, NY 11779. Item 4. Purpose of Transaction. Item 4 of the Schedule 13D is hereby amended to add the following information: On April 18, 2008, the Holtzman Opportunity Fund, L.P. delivered a letter to the Issuer responding to the Issuer's public statements, a copy of which is attached as exhibit 1. On April 22, 2008, the Holtzman Opportunity Fund, L.P. sent a letter to the Issuer notifying Issuer that it was withdrawing its notice of intent to nominate individuals for election to the Issuer's Board of Directors at the 2008 Annual Meeting of Stockholders, a copy of which is attached as exhibit 2. The Reporting Persons do not intend to nominate anyone to the Issuer's Board of Directors at the 2008 Annual Meeting of Stockholders and do not intend to solict proxies with respect to that meeting. Item 5. Interest in Securities of the Issuer. (a) and (b) As of April 22, 2008, the Reporting Persons owned an aggregate of 395,661 shares of Common Stock, representing approximately 7.27% of the outstanding shares of Common Stock based upon the 5,443,800 shares of Common Stock reported by the Issuer to be outstanding as of April 10, 2008 in its Form 10-K filed with the SEC on April 14, 2008 for the fiscal year ended January 31, 2008. As of April 22, 2008, Seymour and Evelyn Holtzman beneficially owned an aggregate of 93,261 shares of Common Stock, representing approximately 1.71% of the outstanding shares of Common Stock. As of April 22, 2008, Opportunity beneficially owned an aggregate of 302,400 shares of Common Stock, representing approximately 5.55% of the outstanding shares of Common Stock. By virtue of the relationships described under Item 2 of this Schedule 13D, Advisors and Independence may be deemed to have indirect beneficial ownership of the 302,400 shares of Common Stock held by Opportunity. As of April 22, 2008, by virtue of the relationships described under Item 2 of this Schedule 13D, Seymour Holtzman may be deemed to have indirect beneficial ownership of the 302,400 shares of Common Stock held by Opportunity. Seymour Holtzman has sole voting and dispositive power over the 93,261 shares of Common Stock beneficially owned by him and his wife and the 302,400 shares owned by Opportunity. Therefore, Seymour Holtzman may be deemed to benefically own in the aggregate 395,661 shares of Common Stock, representing approximately 7.27% of the outstanding shares of Common Stock. Item 7. Material to be Filed as Exhibits. Exhibit 1. Letter dated April 17, 2008 from Seymour Holtzman of Holtzman Opportunity Fund, L.P. with (two attachments) delivered to the Issuer on April 18, 2008. Exhibit 2. Letter dated April 22, 2008 from Seymour Holtzman of Holtzman Opportunity Fund, L.P., sent to the Issuer on April 22, 2008. 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: April 22, 2008 Holtzman Opportunity Fund, L.P. By: Holtzman Financial Advisors, LLC, its General Partner By: SH Independence, LLC, its Managing Member By: /s/ Seymour Holtzman ---------------------------- Name: Seymour Holtzman Title: Managing Member Holtzman Financial Advisors, LLC By: SH Independence, LLC its Managing Member By: /s/ Seymour Holtzman ---------------------------- Name: Seymour Holtzman Title: Managing Member SH Independence, LLC By: /s/ Seymour Holtzman ---------------------------- Name: Seymour Holtzman Title: Managing Member /s/ Seymour Holtzman ------------------------------- Seymour Holtzman /s/ Evelyn Holtzman ------------------------------- Evelyn Holtzman EX-1 2 exhibit1.txt Exhibit 1 Holtzman Opportunity Fund, L.P. 100 N. Wilkes Barre Blvd., 4th Floor Wilkes-Barre, PA 18702 570-822-6277 VIA FEDERAL EXPRESS April 17, 2008 Christopher J. Ryan President & Chief Executive Officer Lakeland Industries, Inc. 701 Koehler Avenue, Suite 7 Ronkonkoma, NY 11779 Dear Chris: Needless to say, after reviewing your recent press releases, we were disheartened by your mischaracterization of the discussions that took place between you, my associate Efrem Gerszberg, and me. As you know, we had numerous discussions about ways to enhance shareholder value. As a matter of fact, we introduced you to an investment banker and accompanied you to the meeting with the banker. At that time, you expressed your appreciation to us for the introduction and our taking the time to do so. This was done in an effort to exchange ideas about one of many strategic opportunities, which you now liken to bullying. We asked for Board representation, which you refused. We are confident that we can help the company, and in an attempt to compromise, we said we would be willing to settle for observer status, but you denied that request. I am truly puzzled as to why that is not acceptable, since observer status has no right to vote on issues before the Board. Although you claim to be constructive, management has given little consideration to our suggestions, as shown by your October 18, 2007 response to our letter of September 6, 2007, both of which are attached and are in stark contrast to your recent mischaracterizations. The fact remains that the current Board's ownership is concentrated in two directors, neither of which are independent. Collectively, Holtzman Opportunity Fund, LP and I own 395,661 shares, which equals approximately 7.27 % of the outstanding common stock of Lakeland. We have been involved with many companies that have invited large independent shareholders onto the board. This is an opportunity for you to be constructive and avoid a costly contest by granting our reasonable request for a single seat on the Company's Board of Directors so we can work together jointly to enhance value for all shareholders of Lakeland. We have no interest in disrupting or diverting attention from management's task at hand, which should be enhancing shareholder value. We believe the Company would benefit from our assistance, which we again offer in the spirit of cooperation. Incidentally, your criticism of my performance at Casual Male Retail Group, Inc. is very misleading. When we took over the company, the market cap was under $18 million, and it was a completely different company than it is today. We transformed Casual Male into the leading mens' big and tall apparel retailer, and the company currently has a market cap of approximately $180 million. In addition, George Foreman Enterprises, Inc. is also a completely different company today than it was when I joined the Board of Directors. I have assisted various public companies in enhancing shareholder value, a recent one being Web.com, Inc. I just want to set the record straight. Sincerely, Seymour Holtzman SH/jmq Enclosures Holtzman Opportunity Fund, L.P. 100 N. Wilkes Barre Blvd., 4th Floor Wilkes-Barre, PA 18702 570-822-6277 VIA FEDERAL EXPRESS September 6, 2007 Mr. Chris Ryan President & Chief Executive Officer Lakeland Industries, Inc. 701 Koehler Avenue, Suite 7 Ronkonkoma, NY 11779 Dear Mr. Ryan: The Holtzman Opportunity Fund, L.P. ("Fund") and I own, collectively, 395,661 shares of common stock of Lakeland Industries, Inc. (the "Company"). This ownership represents approximately 7.2% of the common shares outstanding. I have reviewed the operating and financial results of the Company for 2006 as well as the first two quarters of 2007. Although the Company has maintained a dominant position in its business niche, in my opinion, the financial results have been extremely disappointing. This year, the Company's stock price is down approximately 14% while the NASDAQ is up 7.5%. Furthermore, by its own admission, the Company's growth initiatives will take years to be financially meaningful. While I am disappointed in the results, I continue to believe that the Company's assets are valuable and under-utilized. It was for this reason that I arranged the meeting for you this past May with a prominent investment banking firm. At that time, the investment banker indicated a "takeout value" of $17-$22 per share. To my knowledge, you have not even had the courtesy to return a call to the investment banker. As far as I am concerned, this is empirical evidence that you do not intend to pursue an alternative that may substantially increase shareholder value. I believe that I speak for concerned shareholders when I urge you to hire an investment banker to explore strategic alternatives. Unfortunately, I have no faith in the current Board of Directors' ability to oversee such a process. Previously, you refused our request to have a seat on the Board, despite the fact that collectively, the Fund and I represent one of the largest holdings in the Company. Sincerely, Seymour Holtzman Fund Manager SH/jmq [Lakeland Industries, Inc. letterhead] October 18, 2007 Seymour Holtzman Holtzman Opportunity Fund, L.P. 100 North Wilkes Barre Blvd. Wilkes Barre, PA 18702 Dear Seymour, I am responding to your letter of September 6, 2007. In the interim, Steve Bachelder and I have been trading e-mails with Efrem to get communications straightened out before I responded. Lakeland, as you know, is a "microcap" that has historically been thinly traded. It has had numerous institutional holders that have a long-term, value-oriented philosophy and those investors have been well rewarded over time. You, on the other hand, would seem to have a rather different philosophy. In March 2007 you filed a 13-D, in April you asked for a Board seat, and in May asked us to visit investment bankers whose agenda it turned out was not too different than what we were already exploring with our own investment bank and commercial bank for more than a year now, but seemingly different in the do it immediately approach. We are looking to maximize value, not a fire sale. We appreciate your interest and are happy to hear your ideas. However, we have explored (and continue to explore) all of the possibilities ourselves with our own investment bank who knows our strengths and weaknesses intimately and who we have worked with for four years now, but based on the complex relationship we have with DuPont, executing them as a practical matter is not such an easy proposition. That being said, if you have a specific buyer willing to pay $17 to $22 a share, we would, of course, be interested in exploring further and would be willing to compensate based on the Lehman formula. Very truly yours, /s/ CHRISTOPHER J. RYAN Christopher J. Ryan EX-2 3 exhibit2.txt VIA FEDERAL EXPRESS April 22, 2008 Christopher J. Ryan President & Chief Executive Officer Lakeland Industries, Inc. 701 Koehler Avenue, Suite 7 Ronkonkoma, NY 11779 Dear Chris: Based on the content of your recent correspondence, it appears that Lakeland Industries, Inc. has already spent a substantial amount of money on attorneys' fees in connection with the proposed proxy contest. In my opinion, these expenses were unnecessary and a needless waste of the Company's assets. As we discussed last year, I was willing to accept one non-voting observer at the Board after the Company rejected my earlier request for Board representation. Unfortunately, the Company would not have incurred any of these expenses if it had agreed to my request for an observer. As a large shareholder in the Company, my desire for Board representation was to maximize shareholder value for all shareholders of the Company. However, in order to avoid additional expenses by the Company, Holtzman Opportunity Fund, L.P. is withdrawing its notice of intent to nominate two individuals for election to the Company's Board of Directors and I have no intent of nominating anyone for director at the 2008 annual meeting of stockholders. I believe the Company would be best served, and I strongly urge you to appoint one independent and well-respected director to the Board. I think this would be viewed by the financial community as taking a positive step. Please feel free to call me if you have any questions. Sincerely, Seymour Holtzman SH/jmq -----END PRIVACY-ENHANCED MESSAGE-----