UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
FRESH BRANDS, INC.
(Name of Issuer)
Common Stock, $0.05 Par Value Per Share
(Title of Class of Securities)
35803U 10 8
(CUSIP Number)
FRESHGROUP, LLC
Attn: Mr. Fred Chikovsky
1720 Harrison Street, 7th Floor
Hollywood, FL 33020
(954) 920-4438
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 25, 2005
(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 Section 240.13d-7(b) for
other parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with request 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).
(continued on following pages)
SCHEDULE 13D
CUSIP No. 35803U 10 8
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
FRESHGROUP, LLC
2. Check the Appropriate Box if a Member of a Group
(a) |X| (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. Citizenship or Place of Organization
Nevada
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power 246,700
8. Shared Voting Power 0
9. Sole Dispositive Power 246,700
10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person 246,700
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares |_|
13. Percent of Class Represented by Amount in Row (11) 5.0%
14. Type of Reporting Person
OO
2
SCHEDULE 13D
CUSIP No. 35803U 10 8
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
DDM Management, Inc.
2. Check the Appropriate Box if a Member of a Group
(a) |X| (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. Citizenship or Place of Organization
Florida
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power 246,700
8. Shared Voting Power 0
9. Sole Dispositive Power 246,700
10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person 246,700
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares |_|
13. Percent of Class Represented by Amount in Row (11) 5.0%
14. Type of Reporting Person
OO
3
SCHEDULE 13D
CUSIP No. 35803U 10 8
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Fred Chikovsky
2. Check the Appropriate Box if a Member of a Group
(a) |X| (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. Citizenship or Place of Organization
U.S
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power 0
8. Shared Voting Power 246,700
9. Sole Dispositive Power 0
10. Shared Dispositive Power 246,700
11. Aggregate Amount Beneficially Owned by Each Reporting Person 246,700
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares |_|
13. Percent of Class Represented by Amount in Row (11) 5.0%
14. Type of Reporting Person
IN
4
SCHEDULE 13D
CUSIP No. 35803U 10 8
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Sara Chikovsky
2. Check the Appropriate Box if a Member of a Group
(a) |X| (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. Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power 0
8. Shared Voting Power 246,700
9. Sole Dispositive Power 0
10. Shared Dispositive Power 246,700
11. Aggregate Amount Beneficially Owned by Each Reporting Person 0
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares |X|
13. Percent of Class Represented by Amount in Row (11) 0%
14. Type of Reporting Person
IN
5
SCHEDULE 13D
CUSIP No. 35803U 10 8
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
James Shapiro
2. Check the Appropriate Box if a Member of a Group
(a) |X| (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. Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power 0
8. Shared Voting Power 246,700
9. Sole Dispositive Power 0
10. Shared Dispositive Power 246,700
11. Aggregate Amount Beneficially Owned by Each Reporting Person 246,700
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares |_|
13. Percent of Class Represented by Amount in Row (11) 5.0%
14. Type of Reporting Person
IN
6
SCHEDULE 13D
CUSIP No. 35803U 10 8
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
DDM OLDILTEX, L.P.
2. Check the Appropriate Box if a Member of a Group
(a) |X| (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. Citizenship or Place of Organization
Nevada
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power 0
8. Shared Voting Power 246,700
9. Sole Dispositive Power 0
10. Shared Dispositive Power 246,700
11. Aggregate Amount Beneficially Owned by Each Reporting Person 0
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares |X|
13. Percent of Class Represented by Amount in Row (11) 0%
14. Type of Reporting Person
PN
7
SCHEDULE 13D
CUSIP No. 35803U 10 8
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Ronald E. Temkin
14. Check the Appropriate Box if a Member of a Group
(a) |X| (b) |_|
15. SEC Use Only
16. Source of Funds
OO
17. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) |_|
18. Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person With:
19. Sole Voting Power 0
20. Shared Voting Power 246,700
21. Sole Dispositive Power 0
22. Shared Dispositive Power 246,700
23. Aggregate Amount Beneficially Owned by Each Reporting Person 0
24. Check if the Aggregate Amount in Row (11) Excludes Certain Shares |X|
25. Percent of Class Represented by Amount in Row (11) 0%
26. Type of Reporting Person
IN
8
SCHEDULE 13D
CUSIP No. 35803U 10 8
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Mark J. Temkin
2. Check the Appropriate Box if a Member of a Group
(a) |X| (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. Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power 0
8. Shared Voting Power 246,700
9. Sole Dispositive Power 0
10. Shared Dispositive Power 246,700
11. Aggregate Amount Beneficially Owned by Each Reporting Person 0
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares |X|
13. Percent of Class Represented by Amount in Row (11) 0%
14. Type of Reporting Person
IN
9
SCHEDULE 13D
CUSIP No. 35803U 10 8
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Michael Langone
2. Check the Appropriate Box if a Member of a Group
(a) |X| (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. Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power 0
8. Shared Voting Power 246,700
9. Sole Dispositive Power 0
10. Shared Dispositive Power 246,700
11. Aggregate Amount Beneficially Owned by Each Reporting Person 0
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares |X|
13. Percent of Class Represented by Amount in Row (11) 0%
14. Type of Reporting Person
IN
10
SCHEDULE 13D
CUSIP No. 35803U 10 8
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Jeremy Goldstein
2. Check the Appropriate Box if a Member of a Group
(a) |X| (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. Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power 0
8. Shared Voting Power 246,700
9. Sole Dispositive Power 0
10. Shared Dispositive Power 246,700
11. Aggregate Amount Beneficially Owned by Each Reporting Person 0
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares |X|
13. Percent of Class Represented by Amount in Row (11) 0%
14. Type of Reporting Person
IN
11
Item 1. Security and Issuer.
Name of Issuer and Address of Principal Executive Offices:
Fresh Brands, Inc.
2215 Union Avenue
Sheboygan, WI 53081
Security to Which This Statement Relates:
Common Stock, $0.05 Par Value
Item 2. Identity and Background.
(a)-(b). FRESHGROUP, LLC
c/o Mr. Fred Chikovsky
1720 Harrison Street,
7th Floor Hollywood, FL 33020
DDM Management, Inc.
1720 Harrison Street, 7th Floor
Hollywood, FL 33020
Fred Chikovsky
1720 Harrison Street, 7th Floor
Hollywood, FL 33020
Sara Chikovsky
1720 Harrison Street, 7th Floor
Hollywood, FL 33020
James Shapiro
18146 Long Lake Drive
Boca Raton, FL 33496
DDM OLDILTEX, L.P.
18146 Long Lake Drive
Boca Raton, FL 33496
Ronald E. Temkin
616 Atlantic Shores Blvd., Suite A
Hallandale, FL 33009
Mark J. Temkin
7700 Bonhomme Ave., 7th Floor
Clayton, MO 63105
Michael Langone
1420 S. Federal Highway
Hollywood, FL 33020
12
Jeremy Goldstein
1405 W. 24th Street
Miami Beach, FL 33140
Each of the individuals and entities listed above is a member or manager, or an
affiliate of a member or manager, of Fresh Group, LLC, a Nevada limited
liability company (the "LLC"). The business of the LLC is to hold investment
securities of Fresh Brands, Inc. (the "Issuer") . Mr. Shapiro is an affiliate of
DDM OLDILTEX, L.P., a Nevada limited partnership which holds certain investment
interests, including certain membership interests of the LLC. Messrs. Shapiro
and Chikovsky are affiliates of DDM Management, Inc., which is the sole manager
of the LLC (the "Manager"). All of the shares listed on the cover pages and in
Item 5 of this Schedule 13D are held by the LLC, and all voting and dispositive
power over such shares is controlled by the Manager. Each member, in his or her
capacity as such, disclaims beneficial ownership of the securities held by the
LLC.
(c). The occupation or employment of each of the above referenced individuals
is as follows:
Fred Chikovsky - Attorney, 1720 Harrison Street, 7th Floor, Hollywood, FL
33020
Sara Chikovsky- 1720 Harrison Street, 7th Floor, Hollywood, FL 33020
James Shapiro - Attorney, 1720 Harrison Street, 7th Floor, Hollywood, FL
33020
Ronald E. Temkin - Attorney, 616 Atlantic Shores Blvd., Suite A,
Hallandale, FL 33009
Mark J. Temkin - Attorney, Riezman Berger, P.C., 7700 Bonhomme Ave., 7th
Floor, Clayton, MO 63105
Michael Langone - Physician, Diplomat Orthopaedic Group, 1420 S. Federal
Highway, Hollywood, FL 33020
Jeremy Goldstein - Officer, Navitar, Inc., 200 Commerce Drive, Rochester,
NY, 14623
(d) and (e). During the last five years, neither FRESHGROUP, LLC nor its Manager
or any of its Members or above referenced affiliates have been: (i) convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) 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). Each of the Members is a U.S. citizen except for DDM OLDILTEX, L.P., which
a limited partnership organized under Nevada law.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price of the shares listed in Item 5 of this Schedule 13D
is $1,878,323.39. All such funds were contributed to the LLC by its Members.
Item 4. Purpose of the Transaction.
Except as set forth below, the purpose of the acquisition of the shares of
Common Stock by the Reporting Persons is for investment. Although the
acquisition of the shares of Common Stock by the Reporting Persons is for
investment purposes, one or more of the Reporting Persons may pursue discussions
with management of the Issuer to attempt to maximize long-term value for
shareholders. Each of the Reporting Persons may make further purchases of shares
of Common Stock from time to time and may dispose of any or all of the shares of
Common Stock held by him or it at any time. None of the Reporting Persons
currently has any plans or proposals which relate to, or could result in, any of
the matters referred to in paragraphs (b) through (j), inclusive, of Item 4 of
the Schedule 13D, except that one or more of the Reporting Persons expects to
request representation on the board of directors of the Issuer. Additionally,
one or more of the Reporting Persons may also hold discussions with management
of the Issuer regarding certain operational aspects of the Issuer's retail
business, including the possibility of the Issuer and such Reporting Persons
entering into agreements in connection with the leasing of real estate by the
Issuer from the Reporting Persons (or their affiliates) for the purpose of the
Issuer establishing additional retail locations, and agreements for advertising
for one or more of the Issuer's retail locations. Each of the Reporting Persons
may, at any time and from time to time, review or reconsider his or its position
and formulate plans or proposals with respect thereto, but has no present
intention of so doing.
13
Item 5. Interest in Securities of the Issuer.
(a). The LLC holds 246,700 shares of Common Stock of the Issuer. Based on
information reported on the Issuer's Form 10-Q for the quarter ended October 9,
2004, such shares represent approximately 5.0% of the Issuer's issued and
outstanding Common Stock. The Members, in their capacity as such, disclaim
beneficial ownership of all such securities held by the LLC.
(b). The Manager of the LLC has sole voting and dispositive power over all of
the shares held by the LLC. However, each Member (and the affiliates of each
Member and the Manager) may be deemed to have shared voting and dispositive
power over all shares held by the LLC.
(c). Except for the transactions listed below, neither the LLC nor any of its
Members has engaged in any transactions within the past 60 days.
DATE/TYPE OF TRANSACTION NO. OF SHARES PRICE PER SHARE
------------------------ ------------- ---------------
11/26/04 Purchased 2,200 $7.55
11/29/04 Purchased 1,100 7.55
11/30/04 Purchased 1,000 7.55
12/02/04 Purchased 1,900 7.52
12/06/04 Purchased 3,200 7.56
12/07/04 Purchased 2,000 7.55
12/09/04 Purchased 14,200 7.66
12/16/04 Purchased 500 7.62
12/17/04 Purchased 2,700 7.62
12/20/04 Purchased 2,100 7.58
12/21/04 Purchased 14,500 7.55
12/30/04 Purchased 7,500 7.64
01/11/05 Purchased 1,500 7.59
01/21/05 Purchased 5,500 7.56
01/25/05 Purchased 1,000 7.49
(d). None.
(e). Not Applicable.
14
Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
EXHIBIT A - Joint Filing Agreement.
15
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, each
of the undersigned certify that the information set forth in this statement is
true, complete and correct.
Date: February 1, 2005
FRESHGROUP, LLC
/s/ DDM Management, Inc.
By: DDM Management, Inc.
Its: Manager
/s/ Fred Chikovsky
By: Fred Chikovsky
Its: President
DDM MANAGEMENT, INC.
/s/ Fred Chikovsky
By: Fred Chikovsky
Its: President
/s/ Fred Chikovsky /s/ James Shapiro
Fred Chikovsky James Shapiro
/s/ Sara Chikovsky /s/ DDM OLDILTEX, L.P.
Sara Chikovsky DDM OLDILTEX, L.P.
By: J. S. Worldwide, Investments,
Inc., a Delaware corporation
Its: General Partner
/s/ Ronald E. Temkin /s/ James Shapiro
Ronald E. Temkin By: James Shapiro
Its: President
/s/ Mark L. Temkin /s/ Jeremy Goldstein
Mark J. Temkin Jeremy Goldstein
/s/ Michael Langone
Michael Langone
16
Exhibit A
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.
Dated: February 1, 2005
FRESHGROUP, LLC
/s/ DDM Management, Inc.
---------------------------------
By: DDM Management, Inc.
Its: Manager
/s/ Fred Chikovsky
---------------------------------
By: Fred Chikovsky
Its: President
DDM MANAGEMENT, INC.
/s/ Fred Chikovsky
---------------------------------
By: Fred Chikovsky
Its: President
/s/ Fred Chikovsky /s/ James Shapiro
------------------------------- ---------------------------------
Fred Chikovsky James Shapiro
/s/ Sara Chikovsky /s/ DDM OLDILTEX, L.P.
------------------------------- ---------------------------------
Sara Chikovsky DDM OLDILTEX, L.P.
By: J. S. Worldwide, Investments,
Inc., a Delaware corporation
Its: General Partner
/s/ Ronald E. Temkin /s/ James Shapiro
------------------------------- ---------------------------------
Ronald E. Temkin By: James Shapiro
Its: President
/s/ Mark L. Temkin /s/ Jeremy Goldstein
------------------------------- ---------------------------------
Mark J. Temkin Jeremy Goldstein
/s/ Michael Langone
-------------------------------
Michael Langone
17