UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
--------------------
SCHEDULE 13-D/A
(Amendment No. 3)
Under the Securities Exchange Act of 1934
E-Z-EM, INC.
(Name of Issuer)
Common Stock, par value $0.10 per share
(Title of Class of Securities)
269305405
(CUSIP Number)
David P. Meyers
1534 North Decatur Road
Suite 202
Atlanta, Georgia 30307
(404) 371-0563
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 22, 2002
(Date of event Which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13-G to
report the acquisition which is the subject of this Schedule 13-D,
and is filing this Schedule because of Rule 13d-1 (b) or (4), check the
following box. [ ]
CUSIP NO. 269305405
(1) Name of Reporting David P. Meyers
Persons. I.R.S.Identification
Nos. of Above Persons
(Entities Only)
(2) Check the Appropriate
Box if a Member of a (a) X
Group (b)
(3) SEC Use Only
(4) Source of Funds OO
(5) Check if Disclosure
of Legal Proceedings
is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizen or Place of United States
Organization
(7) Sole Voting
Power 384,231 shares
Number of Shares (8) Shared Voting
Beneficially Power None
Owned by Each
Reporting (9) Sole
Person With Dispositive
Power 384,231 shares
(10) Shared
Dispositive
Power None
(11) Aggregate Amount
Beneficially Owned by
Each Reporting Person 386,140 shares
(12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares X
(13) Percent of Class 3.8%
Represented by Amount
in Row (11)
(14) Type of Reporting IN
Persons
CUSIP NO. 269305405
(1) Name of Reporting Jonas I. Meyers
Persons. S.S. or
I.R.S.Identification
No. of Above Person
(2) Check the Appropriate
Box if a Member of a (a) X
Group (b)
(3) SEC Use Only
(4) Source of Funds OO
(5) Check if Disclosure
of Legal Proceedings
is Required Pursuant
to Items 2(d) or 3(e)
(6) Citizen or Place of United States
Organization
(7) Sole Voting
Power 218,453 shares
Number of Shares (8) Shared Voting
Beneficially Power None
Owned by Each
Reporting (9) Sole
Person With Dispositive
Power 218,453 shares
(10) Shared
Dispositive
Power None
(11) Aggregate Amount
Beneficially Owned by
Each Reporting Person 218,453 shares
(12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares X
(13) Percent of Class 2.2%
Represented by Amount
in Row (11)
(14) Type of Reporting IN
Persons
CUSIP NO. 269305405
(1) Name of Reporting Stuart J. Meyers
Persons. S.S. or
I.R.S.Identification
No. of Above Person
(2) Check the Appropriate
Box if a Member of a (a) X
Group (b)
(3) SEC Use Only
(4) Source of Funds OO
(5) Check if Disclosure
of Legal Proceedings
is Required Pursuant
to Items 2(d) or 3(e)
(6) Citizen or Place of United States
Organization
(7) Sole Voting
Power 313,758 shares
Number of Shares (8) Shared Voting
Beneficially Power 1,684,550 shares
Owned by Each
Reporting (9) Sole
Person With Dispositive
Power 313,758 shares
(10) Shared
Dispositive
Power 1,684,550 shares
(11) Aggregate Amount
Beneficially Owned by
Each Reporting Person 1,998,308 shares
(12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares X
(13) Percent of Class 19.8%
Represented by Amount
in Row (11)
(14) Type of Reporting IN
Persons
CUSIP NO. 269305405
(1) Name of Reporting Betty K. Meyers
Persons. S.S. or
I.R.S.Identification
No. of Above Person
(2) Check the Appropriate
Box if a Member of a (a) X
Group (b)
(3) SEC Use Only
(4) Source of Funds PF
(5) Check if Disclosure
of Legal Proceedings
is Required Pursuant
to Items 2(d) or 3(e)
(6) Citizen or Place of United States
Organization
(7) Sole Voting
Power 279,437 shares
Number of Shares (8) Shared Voting
Beneficially Power 1,684,550 shares
Owned by Each
Reporting (9) Sole
Person With* Dispositive
Power 279,437 shares
(10) Shared
Dispositive
Power 1,684,550 shares
(11) Aggregate Amount
Beneficially Owned by
Each Reporting Person 1,963,987 shares
(12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares X
(13) Percent of Class 19.4%
Represented by Amount
in Row (11)
(14) Type of Reporting IN
Persons
CUSIP NO. 269305405
(1) Name of Reporting Meyers Family Limited
Persons. S.S. or Partnership
I.R.S.Identification
No. of Above Person
(2) Check the Appropriate
Box if a Member of a (a) X
Group (b)
(3) SEC Use Only
(4) Source of Funds OO
(5) Check if Disclosure
of Legal Proceedings
is Required Pursuant
to Items 2(d) or 3(e)
(6) Citizen or Place of United States
Organization
(7) Sole Voting
Power 1,684,550 shares
Number of Shares (8) Shared Voting
Beneficially Power None
Owned by Each
Reporting (9) Sole
Person With* Dispositive
Power 1,684,550 shares
(10) Shared
Dispositive
Power None
(11) Aggregate Amount
Beneficially Owned by
Each Reporting Person 1,684,550 shares
(12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares X
(13) Percent of Class 16.7%
Represented by Amount
in Row (11)
(14) Type of Reporting PN
Persons
CUSIP NO. 269305405
(1) Name of Reporting Meyers Management Trust
Persons. S.S.
I.R.S.Identification
No. of Above Person
(2) Check the Appropriate
Box if a Member of a (a) X
Group (b)
(3) SEC Use Only
(4) Source of Funds OO
(5) Check if Disclosure
of Legal Proceedings
is Required Pursuant
to Items 2(d) or 3(e)
(6) Citizen or Place of United States
Organization
(7) Sole Voting
Power 1,684,550 shares
Number of Shares (8) Shared Voting
Beneficially Power None
Owned by Each
Reporting (9) Sole
Person With* Dispositive
Power 1,684,550 shares
(10) Shared
Dispositive
Power None
(11) Aggregate Amount
Beneficially Owned by
Each Reporting Person 1,684,550 shares
(12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares X
(13) Percent of Class 16.7%
Represented by Amount
in Row (11)
(14) Type of Reporting OO
Persons
SCHEDULE 13D/A
INTRODUCTION.
David P. Meyers, Jonas I. Meyers, Stuart J. Meyers, Betty K. Meyers,
the Meyers Family Limited Partnership and the Meyers Management Trust
(collectively, the "Reporting Persons"), filed an amended Schedule 13D with
the Securities and Exchange Commission (the "Commission") on August 8,
2003, amending a Schedule 13D filed on June 21, 2002, as amended on October
7, 2002, with respect to the securities of the issuer (the "Existing
Statement").
The Reporting Persons are filing this amendment to the Existing
Statement (the "Fourth Amendment") to, among other things:
(i) change the method of calculating the beneficial ownership of each
of the Reporting Persons;
(ii) include the Meyers Management Trust as a Reporting Person; and
(ii) report changes in their ownership of Common Stock resulting from
the disposition of sales by certain Reporting Persons in open market sales
under Rule 144 under the Securities Act of 1933.
Capitalized terms used herein without definition shall have the
respective meanings ascribed to them in the Third Amendment.
Item 1. Security and Company.
No change from disclosures in Existing Statement.
Item 2. Identity and Background.
No change from disclosures in Existing Statement.
Item 3. Source and Amount of Funds or Other Consideration
No change from disclosures in Existing Statement.
Item 4. Purpose of the Transaction
No change from disclosures in Existing Statement.
Item 5. Interest in Securities of the Company.
The text of Item 5 of the Existing Statement is amended and restated
in its entirety to read as follows:
(a) David P. Meyers is the direct owner of 384,231 shares (3.8%) of
Common Stock, and has a remainder interest in 366,642.67 shares (3.6%) of
Common Stock. His mother, Betty K. Meyers, has a life estate in 45,012 of
the shares in which Mr. Meyers has a remainder interest and the Meyers
Family Limited Partnership owns the life estate (which is measured by the
life of Betty K. Meyers) in the rest of the shares in which Mr. Meyers has
a remainder interest. Mr. Meyers' beneficial ownership also includes 1,909
shares of Common Stock owned outright by his wife. In addition, Mr.
Meyers, his wife and a trust established for the benefit his children own
21.89%, 7.12% and 1.53%, respectively, of the Meyers Family Limited
Partnership, which owns 1,684,550 shares of Common Stock. In addition, Mr.
Meyers may be considered to own an additional 0.66% interest in the Meyers
Family Limited Partnership as a one-third (1/3) principal and income
beneficiary of the Meyers Management Trust, which owns a 1.98% interest in
the Meyers Family Limited Partnership. Mr. Meyers does not claim
beneficial ownership of any shares of Common Stock owned by the Meyers
Family Limited Partnership because neither he nor his wife have voting
power or investment power over those shares as defined in Rule 13d-3(a).
Jonas I. Meyers is the direct owner of 218,453 shares (2.2%) of Common
Stock, and has a remainder interest in 366,641.67 shares (3.6%) of Common
Stock. His mother, Betty K. Meyers, has a life estate in 42,510 of the
shares in which Mr. Meyers has a remainder interest and the Meyers Family
Limited Partnership owns the life estate (which is measured by the life of
Betty K. Meyers) in the rest of the shares in which Mr. Meyers has a
remainder interest. In addition, Mr. Meyers owns 21.89% of the Meyers
Family Limited Partnership, which owns 1,684,550 shares of Common Stock.
Mr. Meyers does not claim beneficial ownership of any shares of Common
Stock owned by the Meyers Family Limited Partnership because he does not
have voting power or investment power over those shares as defined in Rule
13d-3(a). In addition, Mr. Meyers may be considered to own an additional
0.66% interest in the Meyers Family Limited Partnership as a one-third
(1/3) principal and income beneficiary of the Meyers Management Trust,
which owns a 1.98% interest in the Meyers Family Limited Partnership.
Stuart J. Meyers is the direct owner of 313,758 shares (3.1%) of
Common Stock, and has a remainder interest in 366,641.67 shares (3.6%) of
Common Stock. His mother, Betty K. Meyers, has a life estate in 42,510 of
the shares in which Mr. Meyers has a remainder interest and the Meyers
Family Limited Partnership owns the life estate (which is measured by the
life of Betty K. Meyers) in the rest of the shares in which Mr. Meyers has
a remainder interest. Mr. Meyers is the beneficial owner of 1,684,550
shares (16.7%) of Common Stock owned by the Meyers Family Limited
Partnership by virtue of his position as a trustee of a trust that serves
as the sole general partner of the Meyers Family Limited Partnership. Mr.
Meyers, his wife, and a trust established for his children own 21.89%,
7.12% and 16.59%, respectively, of the Meyers Family Limited Partnership.
Mr. Meyers' beneficial ownership does not include shares of Common Stock
owned by a trust established for the benefit of his children (14,035
shares) because he does not have voting or investment control over the
shares. In addition, Mr. Meyers may be considered to own an additional
0.66% interest in the Meyers Family Limited Partnership as a one-third
(1/3) principal and income beneficiary of the Meyers Management Trust,
which owns a 1.98% interest in the Meyers Family Limited Partnership.
Betty K. Meyers is the direct owner of 279,437 shares (2.8%) of Common
Stock, of which Ms. Meyers only has a life estate in 151,416 of the shares.
In addition, Ms. Meyers is the beneficial owner of 1,684,550 shares (16.7%)
of Common Stock owned by the Meyers Family Limited Partnership by virtue of
his position as a trustee of a trust that serves as the sole general
partner of the Meyers Family Limited Partnership. Ms. Meyers does not have
any ownership interest in the Meyers Family Limited Partnership.
The Meyers Management Trust is the beneficial owner of 1,684,550 shares
of Common Stock owned by the Meyers Family Limited Partnership by virtue of
its position as the sole general partner of the Meyers Family Limited
Partnership. The Meyers Management Trust owns a 1.98% ownership interest
in the Meyers Family Limited Partnership.
The Meyers Family Limited Partnership owns 1,684,550 shares (16.7%) of
Common Stock, of which it only has a life estate in 948,510 such shares,
with the life estate measured by the life of Betty K. Meyers.
In summary, the Reporting Persons beneficially own in the aggregate
2,882,338 shares (28.6%) of Common Stock.
Notwithstanding the foregoing, if the Reporting Persons and the Stern
Family Members are deemed to constitute a "group" within the meaning of
Section 13(d)(3) of the Exchange Act and Rule 13d-5(b) promulgated by the
Commission thereunder, then each of the Reporting Persons may deemed to
beneficially own an additional 2,852,957 shares of Common Stock owned in
the aggregate by the Stern Family Members, or an additional 28.2% of the
shares of Common Stock issued and outstanding. Each of the Reporting
Persons expressly disclaims beneficial ownership of the shares of Common
Stock owned and held by the Stern Family Members and the other Reporting
Persons.
David P. Meyers disclaims beneficial ownership of any shares of Common
Stock beneficially owned by the David Meyers Children's Trust by the virtue
of its ownership interest in the Meyers Family Limited Partnership.
All percentages herein are calculated based upon 10,098,288 shares of
Common Stock outstanding as of April 9, 2003, as set forth in Company's
Form 10-Q for the quarterly period ended March 1, 2003, filed with the
Commission on April 15, 2002.
(b) David P. Meyers may be deemed to have the sole power to
dispose of (and direct the disposition of) the 384,231 shares of Common
Stock owned by him. As a result of the voting agreements contained in the
Stockholders' Agreement, each of the Reporting Persons may be deemed to
share with each other and the Stern Family Members the power to vote (and
direct the vote of) the 5,735,295 shares of Common Stock owned in the
aggregate by the parties to such agreement, but only with respect to the
matters and to the extent set forth in such Stockholders' Agreement. Except
to the extent set forth in the Stockholders' Agreement, David P. Meyers may
be deemed to have the sole power to vote (and direct the vote of) the
384,231 shares of Common Stock owned by him.
Jonas I. Meyers may be deemed to have the sole power to dispose of
(and direct the disposition of) the 218,453 shares of Common Stock owned by
him. As a result of the voting agreements contained in the Stockholders'
Agreement, each of the Reporting Persons may be deemed to share with each
other and the Stern Family Members the power to vote (and direct the vote
of) the 5,735,295 shares of Common Stock owned in the aggregate by the
parties to such agreement, but only with respect to the matters and to the
extent set forth in such Stockholders' Agreement. Except to the extent set
forth in the Stockholders' Agreement, Jonas I. Meyers may be deemed to have
the sole power to vote (and direct the vote of) the 218,453 shares of
Common Stock owned by him.
Stuart J. Meyers may be deemed to have the sole power to dispose of
(and direct the disposition of) the 313,758 shares of Common Stock owned by
him, and the shared power to dispose of (and direct the disposition of)
1,684,550 shares of Common Stock owned by the Meyers Family Limited
Partnership by virtue of his position as co-trustee of the trust that
serves as sole general partner thereof. As a result of the voting
agreements contained in the Stockholders' Agreement, each of the Reporting
Persons may be deemed to share with each other and the Stern Family Members
the power to vote (and direct the vote of) the 5,735,295 shares of Common
Stock owned in the aggregate by the parties to such agreement, but only
with respect to the matters and to the extent set forth in such
Stockholders' Agreement. Except to the extent set forth in the
Stockholders' Agreement, Stuart J. Meyers may be deemed to have the sole
power to vote (and direct the vote of) the 313,758 shares of Common Stock
owned by him, and the shared power to vote 1,684,550 shares of Common Stock
owned by the Meyers Family Limited Partnership by virtue of his position as
co-trustee of the trust that serves as sole general partner thereof.
Betty K. Meyers may be deemed to have the sole power to dispose of
(and direct the disposition of) the 279,437 shares of Common Stock owned by
her (but only to the extent of her interest therein), and the shared power
to dispose of (and direct the disposition of) 1,684,550 shares of Common
Stock owned by the Meyers Family Limited Partnership by virtue of her
position as co-trustee of the trust that serves as sole general partner
thereof. In addition, as a result of the voting agreements contained in
the Stockholders' Agreement, each of the Reporting Persons may be deemed to
share with each other and the Stern Family Members the power to vote (and
direct the vote of) the 5,735,295 shares of Common Stock owned in the
aggregate by the parties to such agreement, but only with respect to the
matters and to the extent set forth in such Stockholders' Agreement. Except
to the extent set forth in the Stockholders' Agreement, Betty K. Meyers may
be deemed to have the sole power to vote (and direct the vote of) the
279,437 shares of Common Stock owned by her, and the shared power to vote
1,684,550 shares of Common Stock owned by the Meyers Family Limited
Partnership by virtue of her position as co-trustee of the trust that
serves as sole general partner thereof.
The Meyers Family Limited Partnership may be deemed to have the sole
power to dispose of (and direct the disposition of) the 1,684,550 shares of
Common Stock owned by it (but only to the extent of its interest therein).
In addition, as a result of the voting agreements contained in the
Stockholders' Agreement, each of the Reporting Persons may be deemed to
share with each other and the Stern Family Members the power to vote (and
direct the vote of) the 5,735,295 shares of Common Stock owned in the
aggregate by the parties to such agreement, but only with respect to the
matters and to the extent set forth in such Stockholders' Agreement. Except
to the extent set forth in the Stockholders' Agreement, the Meyers Family
Limited Partnership may be deemed to have the sole power to vote (and
direct the vote of) the 1,684,550 shares of Common Stock owned by it.
Management of the Meyers Family Limited Partnership is controlled by Betty
K. Meyers and Stuart J. Meyers, who are co-trustees of a trust that serves
as the sole general partner of the Meyers Family Limited Partnership.
The Meyers Management Trust may be deemed to have the sole power to
dispose of (and direct the disposition of) the 1,684,550 shares of Common
Stock owned by the Meyers Family Limited Partnership (but only to the
extent of its interest therein). In addition, as a result of the voting
agreements contained in the Stockholders' Agreement, each of the Reporting
Persons may be deemed to share with each other and the Stern Family Members
the power to vote (and direct the vote of) the 5,735,295 shares of Common
Stock owned in the aggregate by the parties to such agreement, but only
with respect to the matters and to the extent set forth in such
Stockholders' Agreement. Except to the extent set forth in the
Stockholders' Agreement, the Meyers Family Limited Partnership may be
deemed to have the sole power to vote (and direct the vote of) the
1,684,550 shares of Common Stock owned by it. Management of the Meyers
Family Limited Partnership is controlled by Betty K. Meyers and Stuart J.
Meyers, who are co-trustees of a trust that serves as the sole general
partner of the Meyers Family Limited Partnership.
Each of the Reporting Persons expressly disclaims beneficial ownership
of the shares of Common Stock owned and held by the Stern Family Members
and the other Reporting Persons.
The identity and background information required by Item 2 with
respect to the Stern Family Members is set forth in Item 2 of the Schedule
13D of such persons filed with the Commission on July 30, 2002 (the "Stern
Family Schedule 13D"). The Reporting Persons make no representations or
warranties with respect to the accuracy or completeness of the identity and
background information contained in the Stern Family Schedule 13D and
incorporated herein by reference.
(c) Except as set forth below, during the past 60 days, none of
the Reporting Persons has effected any transaction in the Common Stock:
- on August 13, 2003, Stuart J. Meyers sold 2,000 shares of Common
Stock on the open market;
- on August 14, 2003, Jonas I. Meyers sold 3,000 shares on the open
market;
- on July 14, 2003, David P. Meyers acquired 4,000 shares of Common
Stock by the exercise of options;
- on July 14, 2003, Betty K. Meyers acquired 33,765 shares of Common
Stock by the exercise of options.
(d) In addition, to the ownership interests of David P. Meyers,
Stuart J. Meyers and Jonas I. Meyers in the Meyers Family Limited
Partnership as disclosed above, the following persons own interests in the
Meyers Family Limited Partnership, and therefore have the right to receive
dividends or the proceeds of the sale of securities held by said entity:
Sara Meyers 7.12%
Christi Meyers 7.12%
The Sara and Stuart Meyers Children's Trust 16.59%
David Meyers Children's Trust 1.53%
Sara Meyers is the wife of Stuart J. Meyers. Christi Meyers is the wife of
David P. Meyers. The trustee of the Sara and Stuart Meyers Children's
Trust is an individual that is not related to the Reporting Persons. The
trustee of the David Meyers Children's Trust is an individual that is not
related to the Reporting Persons.
(e) None
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Company
No change from disclosures in Existing Statement.
Item 7. Materials to be Filed as Exhibits
No change from disclosures in Existing Statement.
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.
/s/ David P. Meyers
David P. Meyers, Individually
/s/ Jonas I. Meyers
Jonas I. Meyers, Individually
/s/ Stuart J. Meyers
Stuart J. Meyers, Individually
/s/ Betty K. Meyers
Betty K. Meyers, Individually
MEYERS MANAGEMENT TRUST
By: /s/ Stuart J. Meyers
Name: Stuart J. Meyers
Title: Co-Trustee
MEYERS FAMILY LIMITED PARTNERSHIP,
a Louisiana Limited Partnership
By: Meyers Management Trust,
General Partner
By: /s/ Stuart J. Meyers
Name: Stuart J. Meyers
Title: Co-Trustee
Dated: August 25, 2003