-----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, MQgUzgVoBoMiK8pByB6nERzFjXHAFRlEPbADXIBN3Cto11P4gY0yEJwxiszyukvQ rXZcZpJB+DfavZ4Ywbk8nQ== 0001104659-03-001386.txt : 20030210 0001104659-03-001386.hdr.sgml : 20030210 20030210143258 ACCESSION NUMBER: 0001104659-03-001386 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030210 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TODHUNTER INTERNATIONAL INC CENTRAL INDEX KEY: 0000098544 STANDARD INDUSTRIAL CLASSIFICATION: MALT BEVERAGES [2082] IRS NUMBER: 591284057 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43258 FILM NUMBER: 03546902 BUSINESS ADDRESS: STREET 1: 222 LAKEVIEW AVE STE 1500 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 BUSINESS PHONE: 5616558977 MAIL ADDRESS: STREET 1: 222 LAKEVIEW AVE STE 1500 STREET 2: 222 LAKEVIEW AVE STE 1500 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ANGOSTURA LTD CENTRAL INDEX KEY: 0001092278 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: CORNER EASTERN MAIN ROAD & TRINITY AVE CITY: LAVENTILLE TRINIDAD BUSINESS PHONE: 8686232101X120 MAIL ADDRESS: STREET 1: CORNER EASTERN MAIN ROAD & TRINITY AVE CITY: LAVENTILLE TRINIDAD SC 13D/A 1 j7135_sc13da.htm SC 13D/A

SEC 1746
(11-02)


Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE
COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D
(Rule 13d-101)

 

Under the Securities Exchange Act of 1934
(Amendment No.  9)*

Todhunter International, Inc.

(Name of Issuer)

 

Common Stock, $.01 Par Value

(Title of Class of Securities)

 

889050 10 0

(CUSIP Number)

 

Godfrey D. Bain

Angostura Limited

Corner Eastern Main Road & Trinity Avenue

Laventille, Trinidad & Tobago

(868) 623-2101 Ext. 120

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

January 31, 2003

(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(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(b) for other parties to whom copies are to be sent.

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 (the "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 - Amendment No. 9

 

CUSIP No.   889050 10 0

 

 

1.

Names of Reporting Persons

Angostura Limited

 

 

I.R.S. Identification Nos. of above persons (entities only)

N/A

 

 

2.

Check the Appropriate Box if a Member of a Group
N/A

 

 

(a)

[    ]

 

 

(b)

[    ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds*
WC

 

 

5.

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
[    ]

N/A

 

 

6.

Citizenship or Place of Organization
Trinidad & Tobago

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
3,580,298

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
3,580,298

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,580,298

 

 

12.

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
[    ]

 

 

13.

Percent of Class Represented by Amount in Row (11)
64.25%

 

 

14.

Type of Reporting Person*
CO

 

* SEE INSTRUCTIONS BEFORE FILLING OUT!

 

2



 

Item 1.

Security and Issuer.

 

This Amendment No. 9 to Schedule 13D relates to the shares of common stock (the "Shares") of Todhunter International, Inc., a Delaware corporation (the "Issuer").  The principal executive offices of the Issuer are located at 222 Lakeview Avenue, Suite 1500, West Palm Beach, Florida 33401.  This  Amendment No. 9 amends and supplements the Schedule 13D initially filed by Angostura Limited ("Angostura") on July 3, 1999.  The items of the Schedule 13D are further amended and supplemented as set forth below.

 

 

Item 2.

Identity and Background.

 

Not Applicable.

 

 

Item 3.

Source and Amount of Funds or Other Considerations.

 

Not Applicable.

 

Item 4.

Purpose of Transaction.

 

Pursuant to a Stock Purchase Agreement (the "Stock Purchase Agreement"), dated November 26, 2002, by and between Angostura and A. Kenneth Pincourt, Jr. ("Pincourt"), on January 31, 2003 (the "Closing Date"), Angostura purchased 595,985 shares of Common Stock of the Issuer from Pincourt at an aggregate purchase price of $7,200,000.

 

 

 

The Shares to be purchased pursuant to the Stock Purchase Agreement will be acquired for investment purposes.  Angostura has a sufficient number of Shares to control the election of directors of the issuer as and when the terms of such directors expire.  As vacancies on the Board of Directors occur, at the time of annual meetings of shareholders or otherwise, Angostura in the ordinary course may propose candidates for election to the Board of Directors of the issuer; and given Angostura’s ability to control the election of directors, any candidates that are from time to time proposed by Angostura will in all likelihood be successful candidates.  Accordingly, Angostura has the ability, and intends from time to time, to exercise control over the Issuer.

 

Item 5.

Interest in Securities of the Issuer.

 

(a) – (b)  Based on publicly available information, the Issuer had 5,572,234 Shares outstanding as of December 5, 2002.  As of the Closing Date, Angostura beneficially owns 3,580,298 Shares, representing approximately 64.25% of the Issuer’s outstanding shares.  Angostura has sole power to vote and sole power to dispose of the 3,580,298 shares.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

See Item 4 above.

 

Item 7.

Material to Be Filed as Exhibits.

 

The Stock Purchase Agreement was included as Exhibit 1 to Angostura’s Schedule 13D (Amendment No. 8) filed with the Securities and Exchange Commission on December 11, 2002.

 

3



 

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.

ANGOSTURA LIMITED

 

 

February 7, 2003

 

Date

 


/s/ Godfrey D. Bain

 

Signature

 


Godfrey D. Bain/Executive Director of Finance

 

Name/Title

 

4


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