-----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, FMAPGJCMGM/v0TW0OXprDTG1XwCdk5S6UcE9Ug3HRTTkpe7gEeCQz+TzaIGu+QMd n/enCLu/jzMLGBjqdhwJzA== 0000806085-06-000146.txt : 20061205 0000806085-06-000146.hdr.sgml : 20061205 20061205163725 ACCESSION NUMBER: 0000806085-06-000146 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061205 DATE AS OF CHANGE: 20061205 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RONCO CORP CENTRAL INDEX KEY: 0000869498 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-NONSTORE RETAILERS [5960] IRS NUMBER: 841148206 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80775 FILM NUMBER: 061257732 BUSINESS ADDRESS: STREET 1: 21344 SUPERIOR STREET CITY: CHATSWORTH STATE: CA ZIP: 91311 BUSINESS PHONE: 8187754602 MAIL ADDRESS: STREET 1: 21344 SUPERIOR STREET CITY: CHATSWORTH STATE: CA ZIP: 91311 FORMER COMPANY: FORMER CONFORMED NAME: FI TEK VII INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEHMAN BROTHERS HOLDINGS INC CENTRAL INDEX KEY: 0000806085 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 133216325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: LEHMAN BROTHERS STREET 2: 745 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125267000 MAIL ADDRESS: STREET 1: LEHMAN BROTHERS STREET 2: 745 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN HUTTON HOLDINGS INC DATE OF NAME CHANGE: 19901017 SC 13D/A 1 f06-12_0513da1ronco.txt SC 13D AMENDMENT NO.1 RONCO CORP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No.1) Under the Securities Exchange Act of 1934 Ronco Corporation (Name of Issuer) Common Stock Par Value $.00001 Per Share (Title of Class of Securities) 776292104 (CUSIP Number of Class of Securities) Jeffrey A. Welikson Vice President and Corporate Secretary Lehman Brothers Holdings Inc. 745 Seventh Avenue New York, NY 10019 (212) 526-0858 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) November 1, 2006 (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 that is the subject of this Schedule 13D, and is filing this schedule because of ss. 240.13d-1(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 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. 776292104 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lehman Brothers Holdings Inc. 13-3216325 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (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 Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH 7. SOLE VOTING POWER REPORTING PERSON WITH 976,811 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 976,811 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 976,811 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.4%(1) 14. TYPE OF REPORTING PERSON: HC (1)Based on 2,591,605 shares of the Issuer's common stock outstanding as of October 31, 2006 as reported on Form 10-Q filed by the Issuer on November 13, 2006 and 976,811 shares of common stock issuable upon conversion of Series A Convertible Preferred shares. CUSIP No. 776292104 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lehman Brothers Inc. 13-2518466 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (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 Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH 7. SOLE VOTING POWER REPORTING PERSON WITH 976,811 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 976,811 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 976,811 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.4%(1) 14. TYPE OF REPORTING PERSON: CO (1) Based on 2,591,605 shares of the Issuer's common stock outstanding as of October 31, 2006 as reported on Form 10-Q filed by the Issuer on November 13, 2006 and 976,811 shares of common stock issuable upon conversion of Series A Convertible Preferred shares. CUSIP No. 776292104 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON LB I Group Inc. 13-2741778 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (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 Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH 7. SOLE VOTING POWER REPORTING PERSON WITH 976,811 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 976,811 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 976,811 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.4%(1) 14. TYPE OF REPORTING PERSON: CO (1) Based on 2,591,605 shares of the Issuer's common stock outstanding as of October 31, 2006 as reported on Form 10-Q filed by the Issuer on November 13, 2006 and 976,811 shares of common stock issuable upon conversion of Series A Convertible Preferred shares. AMENDMENT NO. 1 TO STATEMENT ON SCHEDULE 13D This Amendment No. 1 amends the Schedule 13D filed on February 15, 2006 (the "Original 13D") by Lehman Brothers Holdings Inc., a Delaware corporation ("Holdings"), Lehman Brothers Inc., a Delaware Corporation ("LBI"), and LB I Group Inc., a Delaware corporation ("LB I Group" and together the "Reporting Persons") with respect to the common stock, par value $0.00001 per share (the "Common Stock"), of Ronco Corp, a Delaware corporation (the "Issuer"). Terms not defined herein have the respective meanings set forth in the Original 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5(a) is hereby amended to add the following: (a) See Items 7-13 of the cover page for each Reporting Persons. All holders of the Preferred Stock are entitled to receive dividends in the amount of $0.1885 per annum, per share (5% of the original issue price of $3.77) payable quarterly in arrears, in cash, or at the option of the Issuer, in additional shares of Preferred Stock. Such shares shall be valued at the then fair market value of the Preferred Stock as determined in good faith by the Issuer's Board of Directors. On November 1, 2006 the Reporting Persons received 181,055 additional shares of Preferred Stock as accrued dividends from June 30, 2005 through September 30, 2006. As of that date and the date hereof, the Reporting Persons beneficially own 976,811 shares of Common Stock which are issuable upon conversion of 976,811 shares of Preferred Stock that are immediately convertible. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 to the Statement is true, complete and correct. Dated: December 5, 2006 LEHMAN BROTHERS HOLDINGS INC. By: /s/ Barrett S. DiPaolo Name: Barrett S. DiPaolo Title: Vice President LEHMAN BROTHERS INC. By: /s/ Barrett S. DiPaolo Name: Barrett S. DiPaolo Title: Senior Vice President LB I GROUP INC. By: /s/ Barrett S. DiPaolo Name: Barrett S. DiPaolo Title: Authorized Signatory SCHEDULE A Schedule A of the Original 13D is hereby amended to read in its entirety as follows: LEHMAN BROTHERS HOLDINGS INC. BOARD OF DIRECTORS NAME/TITLE BUSINESS ADDRESS MICHAEL L. AINSLIE Lehman Brothers Holdings Inc. Private Investor and former 745 Seventh Avenue President and Chief Executive New York, NY 10019 Officer of Sotheby's Holdings JOHN F. AKERS Lehman Brothers Holdings Inc. Retired Chairman of International 745 Seventh Avenue Business Machines Corporation New York, NY 10019 ROGER S. BERLIND Lehman Brothers Holdings Inc. Theatrical Producer 745 Seventh Avenue New York, NY 10019 THOMAS H. CRUIKSHANK Lehman Brothers Holdings Inc. Retired Chairman and Chief Executive 745 Seventh Avenue Officer of Halliburton Company New York, NY 10019 MARSHA JOHNSON EVANS Lehman Brothers Holdings Inc. President and Chief Executive Officer of American Red Cross 745 Seventh Avenue New York, NY 10019 RICHARD S. FULD, JR. Lehman Brothers Holdings Inc. Chairman and Chief Executive Officer 745 Seventh Avenue New York, NY 10019 SIR CHRISTOPHER GENT Lehman Brothers Holdings Inc. Non-Executive Chairman of GlaxoSmithKline plc. 745 Seventh Avenue New York, NY 10019 ROLAND A. HERNANDEZ Lehman Brothers Holdings Inc. Retired Chairman and Chief Executive 745 Seventh Avenue Officer of Telemundo Group, Inc. New York, NY 10019 HENRY KAUFMAN Lehman Brothers Holdings Inc. President of Henry Kaufman 745 Seventh Avenue & Company, Inc. New York, NY 10019 JOHN D. MACOMBER Lehman Brothers Holdings Inc. Principal of JDM Investment Group 745 Seventh Avenue New York, NY 10019 All of the above individuals are citizens of the United States, except for Sir Christopher Gent, who is a citizen of the United Kingdom. LEHMAN BROTHERS HOLDINGS INC. EXECUTIVE OFFICERS NAME/TITLE BUSINESS ADDRESS RICHARD S. FULD, JR. Lehman Brothers Holdings Inc. Chairman and Chief Executive Officer 745 Seventh Avenue New York, NY 10019 SCOTT FREIDHEIM Lehman Brothers Holdings Inc. Co-Chief Administrative Officer 745 Seventh Avenue New York, NY 10019 IAN LOWITT Lehman Brothers Holdings Inc. Co-Chief Administrative Officer 745 Seventh Avenue New York, NY 10019 JOSEPH M. GREGORY Lehman Brothers Holdings Inc. President and Chief Operating Officer 745 Seventh Avenue New York, NY 10019 CHRISTOPHER O'MEARA Lehman Brothers Holdings Inc. Chief Financial Officer and Controller 745 Seventh Avenue New York, NY 10019 THOMAS A. RUSSO Lehman Brothers Holdings Inc. Chief Legal Officer 745 Seventh Avenue New York, NY 10019 All above individuals are citizens of the United States. LEHMAN BROTHERS INC. BOARD OF DIRECTORS NAME/TITLE BUSINESS ADDRESS HOWARD L. CLARK, JR. Lehman Brothers Holdings Inc. Vice Chairman 745 Seventh Avenue New York, NY 10019 THOMAS A CRUIKSHANK Lehman Brothers Holdings Inc. Retired Chairman and Chief 745 Seventh Avenue Executive Officer of Halliburton New York, New york 10019 Company FREDERICK FRANK Lehman Brothers Holdings Inc. Vice Chairman 745 Seventh Avenue New York, NY 10019 RICHARD S. FULD, JR. Lehman Brothers Holdings Inc. Chairman and Chief Executive Officer 745 Seventh Avenue New York, NY 10019 All above individuals are citizens of the United States. LEHMAN BROTHERS INC. EXECUTIVE OFFICERS NAME/TITLE BUSINESS ADDRESS RICHARD S. FULD, JR. Lehman Brothers Holdings Inc. Chairman and Chief Executive Officer 745 Seventh Avenue New York, NY 10019 SCOTT FREIDHEIM Lehman Brothers Holdings Inc. Co-Chief Administrative Officer 745 Seventh Avenue New York, NY 10019 IAN LOWITT Lehman Brothers Holdings Inc. Co-Chief Administrative Officer 745 Seventh Avenue New York, NY 10019 JOSEPH M. GREGORY Lehman Brothers Holdings Inc. President and Chief Operating Officer 745 Seventh Avenue New York, NY 10019 CHRISTOPHER O'MEARA Lehman Brothers Holdings Inc. Chief Financial Officer and Controller 745 Seventh Avenue New York, NY 10019 THOMAS A. RUSSO Lehman Brothers Holdings Inc. Chief Legal Officer 745 Seventh Avenue New York, NY 10019 All above individuals are citizens of the United States. LB I GROUP INC. BOARD OF DIRECTORS NAME BUSINESS ADDRESS EDWARD S. GRIEB 745 Seventh Avenue New York, NY 10019 CHRISTOPHER M. O MEARA 745 Seventh Avenue New York, NY 10019 EXECUTIVE OFFICERS NAME/TITLE BUSINESS ADDRESS GORAN V. PULJIC 745 Seventh Avenue Managing Director New York, NY 10019 DEXTER E. SENFT 745 Seventh Avenue Managing Director New York, NY 10019 MICHEAL I. BRILL 745 Seventh Avenue Managing Director New York, NY 10019 THOMAS BANAHAN 745 Seventh Avenue Managing Director New York, NY 10019 MICHAEL J. CANNON 745 Seventh Avenue Managing Director New York, NY 10019 EDWARD B. MCGEOUGH 745 Seventh Avenue Managing Director New York, NY 10019 BRIAN P. WADE 745 Seventh Avenue Managing Director New York, NY 10019 JARETT WAIT 745 Seventh Avenue Managing Director New York, NY 10019 Jeffrey S. Wecker 745 Seventh Avenue Managing Director New York, NY 10019 Steven L. Berkenfeld 745 Seventh Avenue Managing Director New York, NY 10019 Thomas E. Bernard 745 Seventh Avenue Managing Director New York, NY 10019 James R. Emmert 745 Seventh Avenue Managing Director New York, NY 10019 Edward S. Grieb 745 Seventh Avenue Managing Director New York, NY 10019 Robert G. Hedlund III 745 Seventh Avenue Managing Director New York, NY 10019 Ruth E. Horowitz 745 Seventh Avenue Managing Director New York, NY 10019 William J. Hughes 745 Seventh Avenue Managing Director New York, NY 10019 Alex Kirk 745 Seventh Avenue Managing Director New York, NY 10019 Henry Klein 745 Seventh Avenue Managing Director New York, NY 10019 William E. Lighten 745 Seventh Avenue Managing Director New York, NY 10019 Kurt A. Locher 745 Seventh Avenue Managing Director New York, NY 10019 Raymond C. Mikulich 745 Seventh Avenue Managing Director New York, NY 10019 Michael J. Odrich 745 Seventh Avenue Managing Director New York, NY 10019 Robert D. Redmond 745 Seventh Avenue Managing Director New York, NY 10019 James P. Seery 745 Seventh Avenue Managing Director New York, NY 10019 Mark A. Walsh 745 Seventh Avenue Managing Director New York, NY 10019 Murat Erkurt 745 Seventh Avenue Senior Vice President New York, NY 10019 Anthony F. Felella 745 Seventh Avenue Senior Vice President New York, NY 10019 Gerard J. Fox 745 Seventh Avenue Senior Vice President New York, NY 10019 Kevin R. Genirs 745 Seventh Avenue Senior Vice President New York, NY 10019 Stewart A. Gollmer 745 Seventh Avenue Senior Vice President New York, NY 10019 Karen C. Manson 745 Seventh Avenue Senior Vice President New York, NY 10019 Brian G. Melton 745 Seventh Avenue Senior Vice President New York, NY 10019 Brian Paul 745 Seventh Avenue Senior Vice President New York, NY 10019 Jerry Truzzolino 745 Seventh Avenue Senior Vice President New York, NY 10019 Eric W. Hess 745 Seventh Avenue Senior Vice President New York, NY 10019 Himayani Puri 745 Seventh Avenue Senior Vice President New York, NY 10019 Eric C. Salzman 745 Seventh Avenue Senior Vice President New York, NY 10019 Cynthia C. Zamora 745 Seventh Avenue Senior Vice President New York, NY 10019 Above individuals are citizens of the United States. -----END PRIVACY-ENHANCED MESSAGE-----