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-----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, LG8Rb6QhNo32gV8rmYUjDkVugs2KMHF0AX2zuLMURe7ZLYqhhEiXreDkt4cJgmox iXabdMIugDzqRNiLsRo1Tg== 0001162044-05-000282.txt : 20050801 0001162044-05-000282.hdr.sgml : 20050801 20050801163200 ACCESSION NUMBER: 0001162044-05-000282 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050801 DATE AS OF CHANGE: 20050801 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STEPHAN CO CENTRAL INDEX KEY: 0000094056 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 590676812 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32479 FILM NUMBER: 05988764 BUSINESS ADDRESS: STREET 1: 1850 W MCNAB RD CITY: FORT LAUDERDALE STATE: FL ZIP: 33309 BUSINESS PHONE: 9549710600 MAIL ADDRESS: STREET 1: 1850 WEST MCNAB ROAD CITY: FORT LAUDERDALE STATE: FL ZIP: 33309 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BARONE RICHARD A CENTRAL INDEX KEY: 0001014424 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 2168254000 MAIL ADDRESS: STREET 1: ONE CHAGRIN HIGHLANDS STREET 2: 2000 AUBURN DRIVE SUITE 420 CITY: CLEVELAND STATE: OH ZIP: 44122 FORMER COMPANY: FORMER CONFORMED NAME: BARONE RICHARD A ET AL DATE OF NAME CHANGE: 19960514 SC 13D/A 1 sched13dtscancoraamendment62.htm --------------------------

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6__ )*

THE STEPHAN CO.

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(Name of Issuer)

COMMON SHARES

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(Title of Class of Securities)

858603 10 3

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(CUSIP Number)

ANCORA CAPITAL INC

ATTN: RICHARD BARONE

ONE CHAGRIN HIGHLANDS

2000 AUBURN DRIVE, SUITE 420

CLEVELAND, OHIO 44122

(216) 825-4000

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(Name, Address and Telephone Number of Person Authorized to

Receive Notice and Communications)

August 1, 2005

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(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 Rule 13d-1(b)(3) or (4), check the following box |__|.

Check the following box if a fee is being paid with the statement |___|.

<PAGE>

SCHEDULE 13D

--------------------------------------------------------------------------------

CUSIP NO. 858603 10 3

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NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

ANCORA CAPITAL, INC.

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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_|

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SEC USE ONLY

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SOURCE OF FUNDS*

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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO

ITEMS 2(d) or 2(e) |_|

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CITIZENSHIP OR PLACE OF ORGANIZATION

State of Ohio, U.S.A.

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SOLE VOTING POWER

NUMBER OF

BENEFICIALLY

-----------------------------------------------------

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

-----------------------------------------------------

PERSON

SOLE DISPOSITIVE POWER

WITH

-----------------------------------------------------

SHARED DISPOSITIVE POWER

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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

|_|

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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

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TYPE OF REPORTING PERSON*

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<PAGE>

SCHEDULE 13D

--------------------------------------------------------------------------------

CUSIP NO. 858603 10 3

--------------------------------------------------------------------------------

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

ANCORA SECURITIES, INC.

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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_|

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SEC USE ONLY

-------------------------------------------------------------------------------

SOURCE OF FUNDS*

-------------------------------------------------------------------------------

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO

ITEMS 2(d) or 2(e) |_|

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CITIZENSHIP OR PLACE OF ORGANIZATION

State of Nevada, U.S.A.

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SOLE VOTING POWER

NUMBER OF

BENEFICIALLY

-----------------------------------------------------

OWNED BY

SHARED VOTING POWER

EACH

19820

REPORTING

-----------------------------------------------------

PERSON

SOLE DISPOSITIVE POWER

WITH

-----------------------------------------------------

SHARED DISPOSITIVE POWER

19820

-------------------------------------------------------------------------------

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

19820

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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

|_|

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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

.45

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TYPE OF REPORTING PERSON*

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<PAGE>

SCHEDULE 13D

--------------------------------------------------------------------------------

CUSIP NO. 858603 10 3

--------------------------------------------------------------------------------

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

ANCORA ADVISORS, LLC

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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_|

-------------------------------------------------------------------------------

SEC USE ONLY

-------------------------------------------------------------------------------

SOURCE OF FUNDS*

-------------------------------------------------------------------------------

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO

ITEMS 2(d) or 2(e) |_|

-------------------------------------------------------------------------------

CITIZENSHIP OR PLACE OF ORGANIZATION

State of Nevada, U.S.A.

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SOLE VOTING POWER

NUMBER OF

172901

BENEFICIALLY

-----------------------------------------------------

OWNED BY

SHARED VOTING POWER

EACH

122000

REPORTING

-----------------------------------------------------

PERSON

SOLE DISPOSITIVE POWER

WITH

172901

-----------------------------------------------------

SHARED DISPOSITIVE POWER

122000

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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

294901

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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

|_|

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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.72

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TYPE OF REPORTING PERSON*

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<PAGE>

The following constitutes Amendment No. 6 (“Amendment No. 6”) to the Schedule 13D’s filed by the undersigned on July 22, 2004, August 16, 2004, September 8, 2004, October 1, 2004, December 30, 2004 and May 18, 2005. This Amendment No. 6 amends the Schedule 13D as specifically set forth.

Item 4.

Purpose of Transaction

Item 4 is hereby replaced with the following:

“The Filing Persons (“Ancora”) acquired shares to establish investment positions in the Issuer (“Stephan” or the “Company”). Subject to market conditions and other factors, Ancora may purchase additional shares, maintain their present ownership of shares or sell some or all of the shares.

Merlin Partners (“Merlin”), a private investment partnership managed by Ancora Advisors as its General Partner, is planning to nominate five Board members at the upcoming annual meeting. In order to protect our right to nominate directors at the annual meeting, it is necessary that we take the appropriate steps to ensure we continue to have this option. On August 1, 2005, Merlin sent a letter to the Corporate Secretary of the Company outlining its intention to nominate five individuals to the Board of Directors. The letter is intended to serve as a “Shareholder Nomination Notice” in accordance with Section 3.6.2 of the Company’s bylaws. This letter is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety. In compliance with Section 3.6 of the Company’s bylaws, the letter sets forth:

(i)

the name and address of the shareholder who intends to make the nomination and of the person or persons to be nominated;

(ii)

The class and number of shares of stock held of record, owned beneficially and represented by proxy by such shareholder as of the record date by such shareholder as of the record date of the meeting (if such date shall then have been made publicly available) and of the date of the Shareholder Nomination Notice;

(iii)

A representation that the shareholder intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice;

(iv)

A description of all arrangements or understandings between such shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by such shareholder;

(v)

Such other information regarding each nominee proposed by such shareholder as would be required to be included in the proxy statement filed pursuant to the proxy rules of the Commission (SEC); and

(vi)

The consent of each nominee to serve as a director of the Corporation if so elected.

It is our understanding that, according to Section 3.6.1 of the Company’s bylaws, this notice must be delivered personally to, or be mailed to and received by the Secretary of the Corporation at the principal executive offices of the Corporation, not less than 50 days nor more than 75 days prior to the meeting. Considering the Company’s announcement that the annual meeting of shareholders will be held before September 30, 2005, we believe our notice is timely and our nominations should move forward with no technical impediments related to failure to comply with the Company’s bylaws. We have also instructed the Company to advise us immediately if the Issuer believes our notice is deficient in any way so that we can promptly cure any deficiency.”

Item 5.

Interest in Securities of the Issuer

Item 5 is hereby amended by replacing the previous text with the following:

Set forth below for the Filing Persons, in the aggregate, are the number of Shares which may be deemed to be beneficially owned as of May 9, 2005 and the percentage of the Shares outstanding represented by such ownership (based on 4,389,805 shares outstanding):

Name:

No. of Shares

Percent of Class

Ancora Securities Inc(1)

19,820

0.45 %

Richard Barone(2)

0.00 %

Ancora Mutual Funds(3)

48,900

1.11 %

Ancora Managed Accounts(4)

183,000

4.17 %

Merlin Partners, L.P. (5)

63,001

1.44 %

Total

314,721

7.17 %

(1) These Shares are owned by investment clients of Ancora Securities who may be deemed to beneficially own these Shares by reason of their power to dispose of such Shares. Ancora Securities disclaims beneficial ownership of all such Shares.

(2) Shares owned directly by Mr. Barone as an individual investor and are held at Ancora Securities.

(3) These Shares are owned by the Ancora Mutual Funds. Ancora Advisors and Mr. Barone do not own shares directly but, due to Ancora Advisors’ Investment Management Agreement with the Ancora Mutual Funds and by virtue of Mr. Barone’s positions as Portfolio Manager of the Ancora Income Fund, Ancora Equity Fund, Ancora Special Opportunity Fund and Ancora Bancshares, all of which are registered under the Investment Company Act of 1940, Ancora Advisors and Mr. Barone may be deemed to beneficially own 48,900 shares. Ancora Advisors and Mr. Barone disclaim beneficial ownership of all such Shares.

(4) These Shares are owned by investment clients of Ancora Advisors. Ancora Advisors and Mr. Barone do not own shares directly but, by virtue of Ancora Advisors Investment Management Agreement with the investment clients and Mr. Barone’s position as Portfolio Manager of Ancora Advisors, each may be deemed to beneficially own 183,000 Shares by reason of their power to dispose of such Shares. Ancora Advisors and Mr. Barone disclaim beneficial ownership of such Shares.

(5) These Shares are owned by Merlin Partners, L.P. Ancora Advisors and Mr. Barone do not own shares directly but, due to Ancora Advisors’ being the General Partner of Merlin Partners, L.P. and by virtue of Mr. Barone’s position as Portfolio Manager of Merlin Partners, L.P., Ancora Advisors and Mr. Barone may be deemed to beneficially own 63,001 shares. Ancora Advisors and Mr. Barone disclaim beneficial ownership of all such Shares.

<PAGE>

Item 7.

Material to be Filed as Exhibits

Schedule A annexed hereto lists all transactions in the Shares since the filing of the most recent Amendment to Schedule 13(D) by the Reporting Persons. All of such transactions were effected in the open market.

Signatures

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.

Richard Barone

Date: 08/01/05

by: /s/Richard A. Barone

Richard A. Barone

<PAGE>

Exhibit A

Not Applicable

EX-99.1 2 sched13dtsc6merlinltrattachm.htm Converted by FileMerlin

MERLIN PARTNERS

One Chagrin Highlands

2000 Auburn Drive, Suite #430

Cleveland, OH 44122

August 1, 2005

Corporate Secretary

The Stephan Company

1850 West McNab Road

Fort Lauderdale, FL 33309

Dear Sir:

In order to protect our right to nominate directors at the annual meeting, it is necessary to submit this notice pursuant to Section 3.6 of the bylaws.

Merlin Partners, L.P., a shareholder of Stephan, hereby gives notice that it intends to have a representative appear in person or by proxy at Stephan’s 2005 annual meeting to nominate the following persons for election as directors:

Richard A. Barone (Age 63) – Mr. Barone is the Chairman, Chief Executive Officer and Portfolio Manager for Ancora Advisors, an investment advisor based in Cleveland, OH. Additionally, Mr. Barone is the Chairman of Ancora Capital and Ancora Securities, a holding company and broker/dealer based in Cleveland. Before founding Ancora Advisors, Mr. Barone was a Portfolio Manager of the Fifth Third Multi-Cap Value Fund (Ticker: MXEIX), Fifth Third Micro-Cap Value Fund (Ticker: MXAIX) and Fifth Third Strategic Income Fund (Ticker: MXIIX) from 2001-2003 for Fifth Third Bank Investment Advisors. Prior to that, Mr. Barone was President and CEO for Maxus Investment Group. Mr. Barone established Maxus Investment Group in 1973. He built Maxus into one of the oldest and largest privately held investment advisory and securities brokerage firms in the Midwest. Maxus Investment Group later merged with Gelfand Partners Asset Manage ment in 1997.

In addition to his executive responsibilities with Maxus, Mr. Barone was investment manager for the Maxus Family of Mutual Funds and institutional and high net worth clients. Mr. Barone’s leadership in the investment industry spans a period of more than thirty years. He has consistently received top honors for his investment performance. His performance and strategies have received extensive media coverage in such publications as Barron’s, The Wall Street Journal, Institutional Investor, Forbes, and on national television and radio. Mr. Barone broke new ground with analytical concepts that are used today by advisors covering publicly traded investment companies.

Mr. Barone is a 1964 graduate of Georgetown University with a degree in economics and he has undertaken extensive graduate studies of both Georgetown and Northwestern Universities. He is a General Options and Financial Principal with the National Association of Securities Dealers. (Class I)

Phillip Goldstein (Age 60) -- Mr. Goldstein has been an investment advisor since 1992; He has been a director of Brantley Capital Corporation since 2002 and of The Mexico Equity and Income Fund since 1999. (Class I)

David Pawl (Age 57) -- Mr. Pawl is a retired business executive since 2002. From 1997 until 2002, Mr. Pawl was the President of GE Quartz, Inc. (a division of GE Specialty Materials), a subsidiary of General Electric Company (“GE”). Mr. Pawl was made an Officer of GE in conjunction with being named President of GE Quartz in 1997. GE Quartz manufactures materials sold into the semiconductor equipment, fiber optics and lighting markets. In this role, Mr. Pawl was responsible for all sales, marketing and distribution operations of the business. The business employed approximately 1,000 people while reaching $275 million of annual revenues at its peak in 2000. GE Quartz had four manufacturing facilities during Mr. Pawl’s tenure, including three in Ohio and one in Germany. Prior to his role with GE Quartz, Mr. Pawl held numerous operational roles with GE beginning in 1976, including General Manager of Distri bution Services for GE Lighting and General Manager of Global Sourcing for GE Lighting. Mr. Pawl holds a Bachelor of Science in Business Administration from State University of New York in Albany. (Class II)

Elliot Ross (Age 59) – Mr. Ross is co-founder of The MFL Group, a corporate consulting firm, since 2000. Prior to founding MFL, Mr. Ross was President and a Director of State Industrial Products, a leading manufacturer and distributor of specialty chemical and hardware products from 1999 to 2000. From 1995 to 1999 he was a Director and Chief Operating Officer of Essef Corporation, a manufacturer and supplier of composites and subsystems for the movement, storage and treatment of water for a variety of uses. From 1988 to 1995 he was Chief Executive Officer of Inverness Castings Group, an automotive supplier. He was previously head of McKinsey & Company’s worldwide marketing practice for 15 years. Mr. Ross has authored articles in several journals, including the Harvard Business Review. He has also written, lectured, and consulted extensively on pricing and sales force management. Mr. Ross is a Director of Gevity HR, Inc. Mr. Ross holds a Master of Science (Engineering) from The Ohio State University and an M.B.A. from Case Western Reserve University. (Class II)

Alan Schwartz (Age 58) – Mr. Schwartz has been the Managing Member of Maxus Capital Partners, a venture capital fund, since 1994. Prior to his work with Maxus Capital, Mr. Schwartz managed three venture funds while at Roulston & Company, Inc., where he was employed for more than 20 years. He also served as a Senior Auditor at Arthur Anderson & Company early in his career. Mr. Schwartz holds a bachelor’s degree from Marietta University and an MBA from Western Michigan University. Mr. Schwartz is also a Certified Public Accountant and is a Board Member of Startec, Inc., Hayes Brake, Inc., SMT, Inc., and LXD, Inc. (Class III)

Each nominee has consented to being named in this proxy statement and to serve as a director if elected. We have enclosed the written consents for your review. Mr. Ross has consented verbally but is out of town and unreachable until August 7, 2005. We will forward to you his consent as early as possible. The address of Merlin Partners and of each nominee is One Chagrin Highlands, 2000 Auburn Drive, Suite 430, Cleveland, OH 44122. None of our nominees has any arrangement or understanding with Merlin Partners in connection with being nominated. We do not know of any material conflicts of interest that would adversely affect any of our nominees from acting in the best interest of Stephan and we believe that all of our nominees would be considered independent directors if elected.

Merlin Partners owns of record one share of Stephan and beneficially owns an additional 63,000 shares that are held in street name.

Please advise us immediately if you believe this notice is deficient in any way so that we can promptly cure any deficiency. Thank you.

Very truly yours,

Richard A. Barone

Brian R. Hopkins

Portfolio Manager

Merlin Partners, LP

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