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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
News Communications, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
652484601
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(CUSIP Number)
Arnold Bressler, Esq.
Milberg Weiss Bershad Hynes & Lerach LLP
One Pennsylvania Plaza
49th Floor
New York, NY 10119-0165
(212) 594-5300
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 4, 2001
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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 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 |_|.
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)
-----------------
(1)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).
SEC 1746 (12-91)
SCHEDULE 13D
CUSIP No. 652484601
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Melvyn I. Weiss
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------- ------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
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------- ------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
------- ------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
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------- ------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_|
------- ------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
NUMBER OF 1,241,216(1)
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 457,304(2)
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,241,216(1)
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WITH 10 SHARED DISPOSITIVE POWER
457,304(2)
--------- ----------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,698,520(1), (2) and (3)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X|(3)
--------- ----------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.77%
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14 TYPE OF REPORTING PERSON
IN
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(1) Includes 76,426 shares that may be acquired upon conversion of 20,000
shares of $10 Convertible Preferred Stock and 26,666 shares that may be
acquired upon exercise of a warrant
(2) Includes 457,304 shares owned by The M&B Weiss Family Partnership.
(3) Excludes all shares owned by other parties to the Stockholders' Agreement
described in Item 6, of which Mr. Weiss disclaims beneficial ownership.
*SEE INSTRUCTIONS BEFORE FILLING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1--7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
2
SCHEDULE 13D
CUSIP No. 652484601
------- ------------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The M&B Weiss Family Partnership
------- ------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
------- ------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
------- ------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
------- ------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_|
------- ------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
------- ------------------------------------------------------------------------------------------------------------------------
------ -------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
------ -------------------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 457,304(1)
------ -------------------------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
------ -------------------------------------------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
457,304(1)
------ -------------------------------------------------------------------------------------------------
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
457,304(2)
--------- ----------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X|(2)
--------- ----------------------------------------------------------------------------------------------------------------------
--------- ----------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.29%
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--------- ----------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
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1 Voting power is shared with Melvyn I. Weiss and Barbara J. Weiss, the
general partners of the partnership.
2 Excludes 1,138,124 shares owned by Melvyn I. Weiss, 76,426 shares that may
be acquired upon conversion of 20,000 shares of $10 Convertible Preferred
Stock owned by Melvyn I. Weiss, 26,666 shares that may be acquired upon
exercise of a warrant owned by Melvyn I. Weiss and all shares owned by
other parties to the Stockholders' Agreement described in Item 6, of which
The M&B Weiss Family Partnership disclaims beneficial ownership.
*SEE INSTRUCTIONS BEFORE FILLING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1--7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
3
Schedule 13D is hereby amended as follows:
Item 1. Security and Issuer.
This statement relates to the common stock, $.01 par value, of
News Communications, Inc., a Nevada corporation. The address of News
Communications' principal executive office is 2 Park Avenue, Suite 1405, New
York, New York 10016.
Item 4. Purpose of Transaction.
Under the terms of the Stockholders' Agreement described
in Item 6, for as long as James A. Finkelstein ("James Finkelstein") is the
President and Chief Executive Officer of the Issuer, Melvyn I. Weiss and The
M&B Weiss Family Partnership (together, the "Weiss Group") and the other
parties thereto have agreed to maintain the size of the Board of Directors at
nine (9) members. The Weiss Group and the other stockholders have further
agreed to vote their shares so as to elect as directors of the Issuer:
(i) four persons designated by James Finkelstein and one of whom shall initially
be James Finkelstein and one of whom shall initially be Jerry Finkelstein;
(ii) one person to be designated by J. Morton Davis, D.H. Blair Investment
Banking Corp. ("Blair"), Rivkalex Corporation and Rosalind Davidowitz
(collectively, the "Davis Group") who shall initially be Martin Bell;
(iii) one person to be designated by Wilbur L. Ross, Jr. ("Ross") who shall
initially be Ross; (iv) one person to be designated by the Weiss Group who shall
initially be Gary Weiss; and (v) two persons to be designated by the mutual
agreement of Ross, the Weiss Group and the Davis Group. See Item 6.
Further, as more particularly described in Item 6, under
the terms of the Letter Agreement, stockholders owning a majority of the
Issuer's shares entitled to vote (including the Weiss Group) have agreed,
subject to board approval, to vote in favor of a transaction in which a newly
formed entity controlled by James Finkelstein would acquire all of the
outstanding shares of the Issuer for a purchase price of $1.30 per share payable
through a combination of cash, equity securities and/or debt securities. James
Finkelstein has no obligation to proceed with any such plan to acquire control
of the Issuer.
Except as set forth above, no member of the Weiss Group
has any present plans or intentions which would result in or relate to any of
the transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a-b) As of June 4, 2001, Melvyn I. Weiss and the M&B Weiss
Family Partnership may be deemed to beneficially own 1,698,520 shares, or
15.77%, of the Issuer's common stock outstanding. Of the shares owned by the
Weiss Group, (i) Melvyn I. Weiss has sole voting and dispositive power over
1,241,216 shares (including 76,426 shares that may be acquired upon conversion
of 20,000 shares of $10 Convertible Preferred Stock and 26,666 shares that may
be acquired upon exercise of a warrant) and (ii) Melvyn I. Weiss and The M&B
Weiss Family Partnership share voting and dispositive power over 457,304 shares
owned by The M&B Weiss Family Partnership.
4
By virtue of having entered into the Stockholders' Agreement,
each of Melvyn I. Weiss and The M&B Weiss Family Partnership may be deemed under
Rule 13d-3 and Rule 13d-5 promulgated under the Exchange Act to be a member of a
group with the Stockholders described in Item 6. However, under the
Stockholders' Agreement, the members of the Weiss Group have neither voting
power nor investment power with respect to the shares held by those other
stockholders. Accordingly, pursuant to Rule 13d-4 promulgated under the Exchange
Act, Melvyn I. Weiss and The M&B Weiss Family Partnership expressly disclaim
beneficial ownership of the shares beneficially owned by the other stockholders
and the filing of this Statement on Schedule 13D shall not be construed as an
admission that any of the members of the Weiss Group is the beneficial owner,
under Section 13(d) or 13(g) of the Exchange Act, of the shares beneficially
owned by the other stockholders.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
The Weiss Group, James Finkelstein, the Issuer, the Davis
Group, Ross, Jerry Finkelstein, Shirley Finkelstein and The Finkelstein
Foundation, Inc. (collectively, the "Jerry Finkelstein Group") and the holders
of the Issuer's $10 Convertible Preferred Stock entered into a Letter Agreement,
dated as of May 8, 2001, pursuant to which, among other things, James
Finkelstein was hired to serve as President and Chief Executive Officer of the
Issuer. The terms of the Letter Agreement are incorporated herein by reference.
Under the terms of the Letter Agreement, the Weiss Group,
Ross, the Davis Group, the Jerry Finkelstein Group and James Finkelstein have
agreed, subject to board approval and the receipt of a fairness opinion, to vote
in favor of the following plan (the "Going Private Plan") if proposed before
May 15, 2002:
1. James Finkelstein or an entity controlled by James
Finkelstein would form a new entity ("Newco") and James Finkelstein
would contribute all shares of the Issuer's stock owned by him to
Newco.
2. James Finkelstein would purchase, for an aggregate of
$310,000, additional shares of Newco Common Stock which, after giving
effect to the transactions described below, would represent 50.1% of
the issued and outstanding Newco Common Stock.
3. Newco would enter into a merger or other agreement with
the Issuer pursuant to which Newco would acquire all of the shares of
the Issuer not owned by it for an aggregate consideration of $1.30 per
share on the following terms:
i. Each of the Weiss Group, Ross, the Jerry
Finkelstein Group, the Davis Group and the holders of the
Issuer's $10 Convertible Preferred Stock would receive for
each share of the Issuer's Common Stock owned by them
approximately 0.175 shares of Newco Common Stock and
approximately $1.125 principal amount of Newco's 5%
Subordinated Notes (the "Control Shareholder Consideration").
ii. All other stockholders of the Issuer will receive
for each of the Issuer's shares owned by them $.35 in cash and
$.95 principal amount of Newco's 8% Senior Subordinated Notes
due on the fourth anniversary of the
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consummation of the Going Private Plan (the "General
Shareholder Consideration").
In connection with the consummation of the transactions
contemplated by the Letter Agreement, the following documents were delivered and
the following transactions were consummated involving the Weiss Group:
1. James Finkelstein, the Weiss Group, Ross, the Jerry
Finkelstein Group and the Davis Group (each member of the Jerry
Finkelstein Group, the Davis Group, the Weiss Group, Ross and James
Finkelstein, individually, a "Stockholder" and collectively the
"Stockholders") entered into a Stockholders' Agreement dated as of May
8, 2001 (the "Stockholders' Agreement").
Pursuant to the terms of the Stockholders' Agreement,
subject to limited exceptions, James Finkelstein has been granted an
irrevocable proxy to vote all of the shares held by the Davis Group
until such time as James Finkelstein ceases to be employed as the
President and Chief Executive Officer of the Issuer. In addition, the
Stockholders' Agreement provides that, for so long as James Finkelstein
is President and Chief Executive Officer of the Issuer, the
Stockholders have agreed to act to maintain the size of the Issuer's
Board of Directors at 9 members and to vote their shares so as to elect
as directors of the Issuer as follows: (i) four persons designated by
James Finkelstein, one of whom shall initially be James Finkelstein and
one of whom shall initially be Jerry Finkelstein; (ii) one person
designated by Ross who shall initially be Ross; (iii) one person
designated by the Weiss Group who shall initially be Gary Weiss; (iv)
one person designated by the Davis Group who shall initially be Martin
A. Bell; and (v) two persons designated by the mutual agreement of the
Davis Group, the Weiss Group and Ross. The terms of the Stockholders'
Agreement are incorporated herein by reference.
2. Melvyn I. Weiss entered into a letter agreement with
Blair, Jerry Finkelstein, Ross and Hillel Weinberger dated May 23, 2001
(the "Weinberger Letter"). Under the terms of the Weinberger Letter,
Melvyn I. Weiss, Jerry Finkelstein, Ross and Blair agreed to exchange,
on a pro rata basis, 150,000 shares of the Issuer's Common Stock which
would be entitled to receive the Control Shareholder Consideration for
the 150,000 shares of the Issuer's Common Stock owned by Mr. Weinberger
with respect to which Mr. Weinberger would be entitled to receive the
General Shareholder Consideration. The terms of the Weinberger Letter
are incorporated herein by reference.
Except as set forth above in this Item 6, no member of the
Weiss Group has entered into any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to any
securities of the Issuer.
The foregoing description of each of the agreements
incorporated by reference into this Item 6 are qualified by reference to the
actual agreement attached as an exhibit to this Schedule 13D.
6
Item 7. Material to be Filed as Exhibits.
The following are filed herewith as Exhibits:
Exhibit No. in
Exhibit Description Referenced Document
------- ----------- -------------------
1. Letter Agreement dated as of May 8, 2001 by and between News 10.1(1)
Communications, Inc. and James Finkelstein.
2.
Stockholders' Agreement dated as of May 8, 2001 by and among Jerry 10.2(1)
Finkelstein, The Finkelstein Foundation, Inc., Shirley Finkelstein,
Wilbur L. Ross, Jr.; Melvyn I. Weiss, The M&B Weiss Family Partnership,
J. Morton Davis, D.H. Blair Investment Banking Corp., Rivkalex
Corporation, Rosalind Davidowitz, and James Finkelstein.
3. Letter Agreement dated May 23, 2001 by and among D.H. Blair Investment 10(2)
Banking Corp., Wilbur L. Ross, Jr., Melvyn I. Weiss, Jerry Finkelstein
and Hillel Weinberger.
(1) Incorporated by reference from Current Report of the Issuer on Form 8-K
relating to events occurring on June 4, 2001 and filed with the SEC on June 14,
2001.
(2) Incorporated by reference from Amendment No. 18 to Schedule 13D
of J. Morton Davis, D.H. Blair Investment Banking Corp. and Rosalind
Davidowitz relating to events occurring on June 4, 2001 and filed with the
SEC on June 14, 2001.
7
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated: June 29, 2001
/s/ Melvyn I. Weiss
-----------------------------------
Melvyn I. Weiss
The M&B Weiss Family Partnership
By: /s/ Melvyn I. Weiss
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Melvyn I. Weiss
General Partner
8