-----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, ET8JuxyjZvmlXumhIjULGX9wMZBJ1whsL9xxhmHwumOo1g00qrsfpRJHVPYxPTrV lmlGfuUm2oyuvN4wr5GvrQ== 0000950170-01-000326.txt : 20010308 0000950170-01-000326.hdr.sgml : 20010308 ACCESSION NUMBER: 0000950170-01-000326 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010307 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAYORS JEWELERS INC/DE CENTRAL INDEX KEY: 0000817946 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-JEWELRY STORES [5944] IRS NUMBER: 592290953 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-39267 FILM NUMBER: 1562593 BUSINESS ADDRESS: STREET 1: 14051 NW 14TH ST CITY: SUNRISE STATE: FL ZIP: 33323 BUSINESS PHONE: 9548462719 MAIL ADDRESS: STREET 1: 13801 NW 14TH STREET CITY: SUNRISE STATE: FL ZIP: 33323 FORMER COMPANY: FORMER CONFORMED NAME: JAN BELL MARKETING INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BENSHMUEL ELIAHU CENTRAL INDEX KEY: 0000905277 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 101 S. STATE ROAD 7 STREET 2: SUITE 201 CITY: HOLLYWOOD STATE: FL ZIP: 33023 SC 13D/A 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No. 15 Under the Securities Exchange Act of 1934 MAYOR'S JEWELERS, INC. (formerly known as JAN BELL MARKETING, INC.) (Name of Issuer) Common Stock, $.0001 par value (Title of Class of Securities) 45076 10 9 (CUSIP Number) Lior Ben-Shmuel 101 S. State Road 7, Suite 201 Hollywood, FL 33023 (954) 985-3827 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) With a Copy to: Judith Kenney, Esquire Montello & Kenney, P.A. 777 Brickell Avenue, Suite 1070 Miami, Florida 33131 (305) 373-0300 February 21, 2001 (Date of Event which Required 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 Rule 13d-1(b)(3) or (4), check the following box [ ]. Page 1 of 10 Pages Index to Exhibits Appears at Page 7 CUSIP No. 45076 10 9 1. Name of Reporting Person; I.R.S. Identification No. of Above Person: Eliahu Ben-Shmuel ------------------ 2. Check the Appropriate Box if a Member of a Group (a) X (b) . ------------------- ---------------------- 3. SEC Use Only ---------------------------------------------------------- 4. Source of Funds: Not Applicable. --------------------- 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(E) ---------------------- 6. Citizenship or Place of Organization: Israel ------- Number of 7. Sole Voting Power 1,823,901 * Shares ---------------------- Beneficially Owned by Each 8. Shared Voting Power -0- Reporting -------------------- Person With Reporting 9. Sole Dispositive Power 1,823,901 * ----------------- 10. Shared Dispositive Power -0- -------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,823,901 * ------------ 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ---------------- 13. Percent of Class Represented by Amount in Row (11): 9.6% -------- 14. Type of Reporting Person IN --------------------------------- * Includes 50,000 shares that are subject to an option to purchase pursuant to an agreement between Mr. Ben-Shmuel and Phillip Goldstein, members of a group described herein. Information about the agreement with Mr. Goldstein is set forth in Items 4 and 6 of this Schedule 13D. -2- This statement on Schedule 13D, filed by Eliahu Ben-Shmuel (the "Reporting Person" as described in Item 2), amends the most recent amendment, dated January 16, 2001, to his Schedule 13D. Effective upon the filing of this Amendment No. 15 to Schedule 13D, (the "Amended Schedule 13D"), Mr. Ben-Shmuel may be deemed to be a member of a "Group," acting together under certain agreements with respect to Mayor's Jewelers, Inc., a Delaware corporation formerly known as Jan Bell Marketing, Inc. (hereinafter the "Issuer") and the Issuer's common stock, par value $.0001 per share (the "Common Stock"). Nothing contained in this Amended Schedule 13D, however, shall be construed as an admission that the Reporting Person is the beneficial owner of the Common Stock of the Group or of the other Group members. Item 1. Security and Issuer. This Amended Schedule 13D relates to the Common Stock of the Issuer. The Issuer's principal executive offices are located at 14051 NW 14th Street, Sunrise, Florida 33323. Item 2. Identity and Background. (a) This Amended Schedule 13D is filed unilaterally by Eliahu Ben-Shmuel, the Reporting Person, who individually holds Common Stock of the Issuer and also controls certain entities holding the Issuer's Common Stock. The Reporting Person is the general partner of E.B. Family Partnership, Ltd., a Colorado limited partnership, and the president and a director of the Hay Foundation, Inc., a Florida not-for-profit corporation. The Reporting Person is also the trustee of the Izac, Lior and Shlomi Trust. By virtue of his position with these entities, the Reporting Person has the sole power to vote and dispose of the Common Stock held by each entity. The Common Stock held by the Reporting Person and by each of these entities is set forth in Item 5. (b) The Reporting Person's principal office is located at 101 S. State Road 7, Suite 201, Hollywood, Florida 33023. (c) The Reporting Person is the chairman of Swiss Watch International, Inc., a Florida corporation, located at 101 S. State Road 7, Suite 201, Hollywood, Florida 33023. (d) The Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) in the last five years. (e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction where, as a result of such proceeding, the Reporting Person was 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 finding any violation with respect to such laws. (f) The Reporting Person is a citizen of Israel. -3- Item 3. Source and Amount of Funds or Other Consideration. Not Applicable. Item 4. Purpose of Transaction. The Reporting Person wants to increase the value of the Issuer's shares. In furtherance of that goal, the Reporting Person entered into an agreement with Phillip Goldstein whereby the Reporting Person granted Mr. Goldstein an option to acquire 50,000 shares of the Reporting Person's Common Stock (the "Option"). The Reporting Person granted the Option in exchange for Mr. Goldstein's filing of a preliminary proxy statement with the Securities and Exchange Commission. The Reporting Person also reports his financial relationship with Chaim Y. Edelstein whom the Reporting Person requested to become a nominee for director of the Issuer. The Reporting Person unilaterally files this Amended Schedule 13D to disclose his agreements with Messrs. Goldstein and Edelstein who, along with the Reporting Person, may be deemed members of a "Group," acting together in connection with the matters discussed above. The terms of the agreements, including the agreed compensation, are more fully set forth in Item 6 below and in the agreements themselves, which are attached hereto as Exhibits A and B, respectively. The Reporting Person may, either individually or as a member of this or another Group, file a proxy statement or engage in other actions to encourage a sale of the Issuer and/or a change in its Board of Directors or any other action that the Reporting Person believes may lead to an increase in share value. Item 5. Interest in Securities of the Issuer. (a) The aggregate percentage of shares of the Common Stock reported owned by the Reporting Person is based upon 19,071,394 shares of the Common Stock outstanding as reported in the Issuer's Quarterly Report on Form 10-Q for the thirteen weeks ended October 28, 2000. As of the close of business on March 1, 2001, the Reporting Person beneficially owned, in the aggregate, 1,823,901 shares of the Common Stock or 9.6% of the Common Stock outstanding (the "Shares"). The table below sets forth additional information with respect to the number of shares of Common Stock held by the Reporting Person, individually, and by each of the entities controlled by the Reporting Person. Name No. of Shares - -------------------------------------------------------------- E.B. Family Partnership 1,298,700 Hay Foundation 112,997 Izac, Lior and Shlomi Trust 146,800 Eliahu Ben-Shmuel IRA 16,704 Eliahu Ben Shmuel 248,700 --------- Total Shares 1,823,901 -4- (b) The Reporting Person has the sole power to vote and dispose of the Shares reported in this Amended Schedule 13D. (c) Other than as described herein under Items 4 and 6 of this Amended Schedule 13D, there have been no transactions in the Issuer's Common Stock by the Reporting Person since those reported on January 16, 2001, the date of the Reporting Person's last amendment to his Schedule 13D. (d) No person other than the Reporting 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 of the Common Stock. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The Reporting Person granted Phillip Goldstein an Option to purchase 50,000 shares of Common Stock at $2.75 per share as consideration for Mr. Goldstein's filing of a preliminary proxy statement. Mr. Goldstein filed the preliminary proxy statement with the Securities and Exchange Commission on or about February 21, 2001 on behalf of Opportunity Partners L.P. The Option expires on January 11, 2002. The agreement with Mr. Goldstein is attached hereto as Exhibit A. There is no agreement between Mr. Goldstein and the Reporting Person concerning voting on the proposals included in Mr. Goldstein's proxy statement or on any other matters on which the stockholders of the Issuer may be asked to vote. The Reporting Person believes that Mr. Goldstein owns or controls 20,000 shares of Common Stock of the Issuer separate and apart from the shares of Common Stock underlying the Option granted to Mr. Goldstein by the Reporting Person. On behalf of E.B. Family Partnership, Ltd (the "Partnership")., the Reporting Person also entered into an agreement with Chaim Y. Edelstein. The agreement is attached hereto as Exhibit B. The agreement generally provides for consulting fees to be paid in cash by the Partnership to Mr. Edelstein, who agrees to serve as a nominee for director of the Issuer if an insurgent directors' slate is nominated at the Issuer's annual meeting. The agreement also provides for the Partnership to compensate Mr. Edelstein in cash upon the occurrence of certain events identified in the agreement, to reimburse him for expenses, and to indemnify him for any claims and legal fees incurred in connection with his services under the agreement. -5- Item 7. Material to Be Filed as Exhibits Sequential Page Number Exhibit 99.A Agreement with Mr. Phillip Goldstein 8 Exhibit 99.B Agreement with Mr. Chaim Y. Edelstein 9 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. March 2, 2001 By: /s/ ELIAHU BEN-SHMUEL --------------------- Eliahu Ben-Shmuel, Individually E.B. FAMILY PARTNERS, LTD. /s/ ELIAHU BEN-SHMUEL --------------------- Eliahu Ben-Shmuel, General Partner HAY FOUNDATION, INC. /s/ ELIAHU BEN-SHMUEL --------------------- Eliahu Ben-Shmuel, President -6- EXHIBIT INDEX EXHIBIT NO. EXHIBIT DESCRIPTION - ----------- ------------------- 99.A Agreement with Mr. Phillip Goldstein 99.B Agreement with Mr. Chaim Y. Edelstein EX-99.A 2 0002.txt EXHIBIT 99.A To: Eli Ben-Shmuel From: Phil Goldstein Date: January 11, 2001 Re: MYR Proposal Here is the proposal: You are granting me an option expiring on January 11, 2002 to buy 50,000 shares of Mayor's Jewelers from you at $2.75 per share (less any distributions). I will use my best efforts to maximize MYR's shareholder value. I may also attempt to buy shares of MYR in the stock market. HOWEVER, THERE IS AND SHALL BE NO AGREEMENT BETWEEN US TO BUY, SELL, HOLD OR VOTE OUR SHARES OF MYR TOGETHER, I.E., EITHER OF US MAY BUY, SELL, HOLD OR VOTE OUR SHARES BASED ON OUR OWN JUDGMENT AND WITHOUT MODIFYING OR CONSULTING WITH THE OTHER PARTY. If this meets with your approval, please indicate by signing below and faxing back to me. Upon receipt, I will begin work on this project. /s/ Phillip Goldstein 1/01/01 ------------------------------------------- Phillip Goldstein Date /s/ Eliahu Ben-Shmuel 1/11/01 ------------------------------------------- Eliahu Ben-Shmuel Date EX-99.B 3 0003.txt EXHIBIT 99.B E.B. Family Partnership Ltd. 101 South State Road Seven Hollywood, Florida 33023 February 28, 2001 Mr. Chaim Y. Edelstein 1040 Park Avenue, Apt. #12E New York, New York 10028 Re: Mayor's Jewelers, Inc. Dear Chaim: As you know, we have had several discussions over the past several weeks concerning Mayor's Jewelers, Inc. ("Mayor's"). In contemplation of the foregoing, I and E.B. Family Partnership Ltd. (together "E.B. Family") are desirous of retaining you as a consultant in respect of Mayor's. Accordingly, we agree as follows: 1. You agree to serve as a consultant to E.B. Family with respect to Mayor's for a period of three months. As a consultant, your primary responsibility will be to assist E.B. Family in its financial and qualitative analysis of Mayor's and in strategic planning. E.B. Family will pay you $12,500 for providing these services upon your acceptance of this letter. Upon the mailing of proxies for any insurgent slate nominated with respect to Mayor's 2001 annual meeting, E.B. Family shall pay you an additional $12,500. 2. If an insurgent slate is nominated for election at Mayor's 2001 annual meeting, you agree to serve as a nominee for election. 3. In addition to the consulting fee provided in paragraph 1 above, E.B. Family agrees to pay you a fee in the amount of $50,000 in the event that either (i) Mayor's effects by December 31, 2001 a sale of a majority of its assets, or (ii) any insurgent slate of which you are a nominee is elected at the annual meeting. 4. E.B. Family will reimburse you for reasonable and customary out-of-pocket expenses incurred by you in connection with matters relating to your engagement hereunder; provided, however, that you shall not incur aggregate expenses in excess of $4,000 without my prior consent, and you will notify me of any expense item in excess of $500 prior to incurring such expense item. 5. E.B. Family agrees to indemnify you against claims asserted against you on account of wrongful acts or omissions arising from or in connection with the matters contemplated by this letter, except for claims arising from your gross negligence or willful misconduct. You shall be afforded the opportunity to manage the defense of any claim in respect of which indemnify if [sic] sought, including the selection of counsel. E.B. Family agrees to advance legal fees as incurred. 6. You understand that E.B. Family may publicly disclose the contents of this letter, including in connection with applicable legal requirements. Unless required by law, you agree to maintain this letter in strict confidence. If the foregoing accurately reflects your understanding, please sign the enclosed extra copy of this letter where indicated below. Yours truly, E.B. Family Partnership Ltd. By: -------------------------------- Eli Ben Shmuel ACCEPTED AND AGREED: - -------------------- Chaim Y. Edelstein -----END PRIVACY-ENHANCED MESSAGE-----