0001005477-01-501716.txt : 20011112 0001005477-01-501716.hdr.sgml : 20011112 ACCESSION NUMBER: 0001005477-01-501716 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011105 GROUP MEMBERS: TRUST U/W OF VINCENT TERRANOVA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATURAL ALTERNATIVES INTERNATIONAL INC CENTRAL INDEX KEY: 0000787253 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 841007839 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-37736 FILM NUMBER: 1775127 BUSINESS ADDRESS: STREET 1: 1185 LINDA VISTA DR CITY: SAN MARCOS STATE: CA ZIP: 92069 BUSINESS PHONE: 6197447340 MAIL ADDRESS: STREET 1: 1185 LINDA VISTA DRIVE CITY: SAN MARCOS STATE: CA ZIP: 92069 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN ACQUISITIONS INC DATE OF NAME CHANGE: 19860929 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TERRANOVA CARL J CENTRAL INDEX KEY: 0000940426 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 159 CHRYSTIE ST CITY: NEW YORK STATE: NY ZIP: 10002 BUSINESS PHONE: 9142686827 MAIL ADDRESS: STREET 1: 159 CHRYSTIE ST CITY: NEW YORK STATE: NY ZIP: 10002 SC 13D 1 d01-34998.txt FORM SC-13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. )(1) Natural Alternatives International, Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock $.001 Par Value -------------------------------------------------------------------------------- (Title of Class of Securities) 638842302 -------------------------------------------------------------------------------- (CUSIP Number) Robert Becht, P.O. Drawer H, Valley Cottage, New York 10989 (845) 268-6821 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 29, 2001 -------------------------------------------------------------------------------- (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 that 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 |X|. 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. (Continued on following pages) (Page 1 of 11 Pages) CUSIP No. 638842302 13D Page 2 of 8 -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Carl J. Terranova -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| -------------------------------------------------------------------------------- 3 SEC USE ONLY PF -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 208,200 -------------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY -------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 208,200 WITH -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 208,200 -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.6% -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IN -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP No. 638842302 13D Page 3 of 8 -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Trust U/W of Vincent Terranova -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| -------------------------------------------------------------------------------- 3 SEC USE ONLY PF -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 224,200 -------------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY -------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 224,200 WITH -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 224,200 -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.9% -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* 00 Trust -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT Item 1: Security and Issuer. This Statement relates to the common stock, $.001 par value (the "Common Stock"), of Natural Alternatives International, Inc., a Delaware corporation (the "Company"). The address of the principal executive offices of the Company is 1185 Linda Vista Drive, Suite D, San Marcos, California 92069. Item 2: Identity and Background. (a) This Statement is filed by the Trust U/W of Vincent Terranova and Carl J. Terranova. (b) The business address of each of the Trust U/W of Vincent Terranova and Carl J. Terranova is P.O. Drawer H, Valley Cottage, New York 10989. (c) The principal occupation of Carl J. Terranova is Real Estate Manager. Mr. Terranova is self-employed. (d) Neither of the persons filing this statement (to the knowledge of the undersigned) has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Neither of the persons filing this statement (to the knowledge of the undersigned) has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a 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 Trust U/W of Vincent Terranova is a trust created under the laws of the State of New York. Carl J. Terranova is a United States citizen. Item 3: Source and Amount of Funds or Other Consideration. An aggregate of $563,456.25, including commissions, was paid in a series of transactions pursuant to which the Trust U/W of Vincent Terranova acquired the Common Stock owned by it. Said amount was paid out of the personal funds of the Trust U/W of Vincent Terranova. An aggregate of $631,228.48, including commissions, was paid in a series of transactions pursuant to which Carl J. Terranova acquired the Common Stock owned by him. Said amount was paid out of the personal funds of Mr. Terranova. Item 4: Purpose of Transaction. The persons filing this Report now believe that (a) the Common Stock is significantly under-valued, (b) steps taken by the Company to date to enhance stockholder value have been insufficient, and (c) management must take further immediate steps to enhance stockholder value in order to prevent a deterioration of the underlying value of the Company. The persons filing this Report are examining all of their options with respect to the possibility of taking actions which they believe will enhance stockholder value. Such actions could include proposing that management pursue a financial transaction to improve stockholder value, including a merger, reorganization or liquidation, encouraging, participating or leading a proxy contest to change the Company's Board of Directors and/or encouraging, participating in or making a tender offer to acquire control of the Company. Any such actions could relate to or result in one or more of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. Each of the persons filing this Report also reserves the right to purchase or otherwise acquire additional Common Stock or to sell or otherwise dispose of Common Stock owned by it, in each case in open market or privately negotiated transactions or otherwise. Item 5: Interest in Securities of the Issuer. (a) The Trust U/W of Vincent Terranova beneficially owns 224,200 shares of Common Stock, representing approximately 3.9% of the total Common Stock outstanding. Carl J. Terranova beneficially owns 208,200 shares of Common Stock, representing approximately 3.6% of the total Common Stock outstanding. (b) The Trust U/W of Vincent Terranova has the sole power to vote and the sole power to dispose of 224,200 shares of Common Stock. Carl J. Terranova has the sole power to vote and the sole power to dispose of 208,200 shares of Common Stock. (c) Carl J. Terranova acquired a portion of the Common Stock owned by him in a series of open market transactions effected primarily with independent brokers between August 24, 2001 and September 26, 2001. See Schedule 1 for disclosure of (1) the date, (2) the price and (3) the amount of shares purchased or sold by Mr. Terranova during the past 60 days. The Trust U/W of Vincent Terranova did not acquire any of the Common Stock owned by it within the last 60 days. (d) No person other than the persons filing this Report 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 Common Stock owned by them. (e) Not applicable. Item 6: Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Except as described above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons filing this Report or between such persons and any other person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7: Material to be Filed as Exhibits. None. After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct. October 29, 2001 TRUST U/W OF VINCENT TERRANOVA By: /s/ Robert Becht ------------------------------------------ Name: Robert Becht Title: Trustee /s/ Carl J. Terranova --------------------------------------------- Carl J. Terranova Schedule 1 Carl J. Terranova Price per Share Trade Date No of Shares (Excluding Purchased Commission) August 24, 2001 2000 $1.86742 August 30, 2001 7400 $1.999818 August 30, 2001 2100 $1.99 August 30, 2001 2800 $2.0 August 30, 2001 3100 $1.90281 September 4, 2001 1000 $2.00893 September 4, 2001 800 $2.05 September 4, 2001 100 $2.08 September 4, 2001 1800 $1.92 September 4, 2001 500 $2.0 September 7, 2001 900 $1.810983 September 7, 2001 2000 $1.879902 September 26, 2001 2900 $1.359207