UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
Wilhelmina International,
Inc.
(Name of
Issuer)
Common
Stock, par value $0.01 per share
(Title of
Class of Securities)
968235
101
(CUSIP
Number)
Dieter
Esch, 1090 Primrose Place, Park City, UT 84098, (435) 615-1227
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October
18, 2010
(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(b)(3) or (4), check the following box o.
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See §240.13d-7 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 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).
(Continued
on following pages)
(Page 1
of 9 Pages)
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CUSIP
No. 968235 101
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13D/A
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Page
2 of 9 Pages
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1
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NAME
OF REPORTING PERSON
LOREX
INVESTMENTS AG
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b)
o
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS*
OO
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Switzerland
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
29,482,553
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8
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SHARED
VOTING POWER
0
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9
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SOLE
DISPOSITIVE POWER
29,482,553
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10
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SHARED
DISPOSITIVE POWER
0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,482,553
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.8%
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14
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TYPE
OF REPORTING PERSON*
CO
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*SEE
INSTRUCTIONS BEFORE FILLING OUT!
Page
3 of 9 Pages
1
|
NAME
OF REPORTING PERSON
Dieter
Esch
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b)
o
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3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS*
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Germany
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
29,482,553
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
29,482,553
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,482,553
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.8%
|
14
|
TYPE
OF REPORTING PERSON*
I
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*SEE
INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of
9 Pages
1
|
NAME
OF REPORTING PERSON
Peter
Marty
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS*
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Switzerland
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
29,482,553
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
29,482,553
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,482,553
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.8%
|
14
|
TYPE
OF REPORTING PERSON*
I
|
Page 5
of 9 Pages
The following constitutes Amendment No.
3 to the Schedule 13D filed jointly by the undersigned, Dieter Esch, an
individual, Lorex Investments AG, a corporation organized under the laws of
Switzerland, and Peter Marty, an individual (the “Reporting Persons”), relating
to shares of the Common Stock (“Common Stock”) of Wilhelmina International,
Inc., a Delaware corporation (“Issuer”). This Amendment amends the Schedule 13D,
as previously amended by Amendment No. 1 and Amendment No. 2, as specifically
set forth below.
Item
4.
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Purpose
of Transaction.
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The last
paragraph of Item 4 is amended and restated to read as follows:
The
Reporting Persons, Brad Krassner and Krassner Family Investments Limited
Partnership (together with Mr. Krassner, the “Krassner Interests”) Newcastle and
the Issuer have entered into a Global Settlement Agreement dated October 18,
2010 (the “Settlement Agreement”). Pursuant to the Settlement
Agreement, among other things, 9,405,843 shares of the Issuer’s Common Stock
held pursuant to the Escrow Agreement are to be released to the Reporting
Persons, with 209,030 shares to remain in escrow and subject to the Issuer’s
repurchase rights regarding the Designated Matter (as defined in the Acquisition
Agreement).
In
connection with the execution of the Settlement Agreement, Newcastle, the
Reporting Persons and the Krassner Interests entered into an Amendment (the “MSA
Amendment”) to the Mutual Support Agreement dated August 25, 2008 (the “Mutual
Support Agreement”).
Pursuant
to the MSA Amendment, the parties agreed (i) to cause their representatives
serving on the Company’s Board of Directors (the “Board”) to vote to nominate
and recommend the election of (a) one individual (the “NP Independent
Representative”) selected by Esch and Krassner from a list of at least four
Qualifying Unaffiliated Individuals (as defined in the MSA Amendment)
pre-approved by Newcastle (two of whom are required to be Enhanced QUIs (as
defined in the MSA Amendment)) and (b) one individual (the “Seller Independent
Representative” and together with the NP Independent Representative, the
“Independent Designees”) selected by Newcastle from a list of at least four
Qualifying Unaffiliated Individuals pre-approved by Esch and Krassner (two of
whom are required to be Enhanced QUIs (as defined in the MSA Amendment)) and, in
the event the Board will appoint directors without shareholder approval, to
cause their representatives on the Board to appoint applicable Independent
Designee(s) to the Board (including to fill any vacancy caused by the death,
incapacity, resignation or removal of an applicable Independent Designee), (ii)
to vote their shares of Common Stock to elect the Independent Designees at any
meeting of the Company’s shareholders or pursuant to any action by written
consent in lieu of meeting pursuant to which directors are to be elected to the
Board, and (iii) to vote against and not to propose the removal of either
Independent Designee unless all parties vote for such removal.
For
purposes of the MSA Amendment, (A) a “Qualifying Unaffiliated Individual” means
an individual that (i) meets Nasdaq’s independent director standards, (ii) is
not an affiliate of the parties or the Company or a holder of 5% or more of any
class of equity interests in the parties or any of their affiliates (other than
the Company) and (iii) has or maintains no Economic Relationship (as defined the
MSA Amendment) with any of the parties, the Company or any affiliate thereof and
(B) an individual is considered to have an “Economic Relationship” with another
person if such individual (or any affiliate thereof) receives (or has received
in the prior five years) a material direct financial benefit from such other
person (e.g., material salary or fees, material contractual payments under a
commercial contract, equity or debt investment proceeds, etc.). For
purposes of the foregoing, “material” is defined to mean $5,000 or
more. In addition, (C) an “Enhanced QUI” means an individual that (i)
meets the Qualifying Unaffiliated Individual standard and, in addition, (ii) is
not a Close Long Time Personal Friend (as defined in the MSA Amendment) of
the party pre-approving such individual; (D) a “Close Long Time Personal Friend”
of a pre-approving party means an individual who has had
Meaningful Social Contact (as defined in the MSA Amendment)
on at least a monthly basis for at least ten months out of every
year starting 1990 or earlier up to the present with Krassner or
Esch (if Krassner and Esch are the pre-approving parties) or with Mark Schwarz,
John Murray or Evan Stone (if Newcastle is the pre-approving
party); and (E) “Meaningful Social Contact” means in-person,
pre-arranged (between the relevant principals and the Close Long Time Personal
Friend) social contact that is one-on-one or involves a group of no more
than ten (10) people and which (1) focuses principally on non-professional
and non-business related topics and (2) occurs in a non-professional
setting (e.g., residential setting, restaurant, etc.); provided that,
without limitation, (a) any spontaneous contact (e.g., “running into” each
other) in any location (whether or not occurring with frequency) and (b)
contact occurring in larger group social setting or event not organized by a
relevant principal or the Close Long Time Personal Friend or spouse of either
or Close Long Time Personal Friend of both (e.g., a party at a third
party’s home or club, a class, football game, concert, etc.) are
expressly excluded as “Meaningful Social Contact”.
Pursuant
to the MSA Amendment, the parties have agreed to an annual selection process
with respect to the Independent Designees. A list of pre-approved
nominees meeting the applicable standards is required to be delivered to the
other party (a) with respect to the 2010 annual meeting of stockholders, no
later than the date that is one week from the date of execution of the MSA
Amendment, (b) with respect to the 2011 annual meeting of stockholders, no later
than February 15, 2011 and (c) with respect to each annual meeting of
stockholders thereafter, no later than the date that is seventy-five (75)
calendar days prior to the anniversary of the mailing date for the proxy
statement for the prior year’s annual meeting.
In
addition to the obligations set forth above, the parties also agreed under the
MSA Amendment (i) to vote against and not to propose (a) any amendment to
Company’s Certificate of Incorporation or By-laws or the adoption of any other
corporate measure that (i) reduces or fixes the size of the Company’s Board
below seven (7) directors or increases or fixes the size of the Board in excess
of seven (7) directors or (b) provides that directors shall be elected other
than on an annual basis and (ii) not to seek to advise, encourage or influence
(or form, join or in any way participate in any “group” or act in concert with)
any other person with respect to the voting of any Company voting securities
inconsistent with the foregoing or the parties’ obligations with respect to
removal of members of the Board. Pursuant to the MSA Amendment, the
parties also agreed that, beginning with the 2010 annual meeting of stockholders
and so long as the Mutual Support Agreement remains in effect, the parties will
cause their representatives on the Board to vote to maintain the size of the
Board at seven (7) directors, unless otherwise agreed to by the respective Board
designees of the parties.
The
obligations under the MSA Amendment terminate consistent with the terms of the
underlying Mutual Support Amendment; provided that if a party proposes to
transfer shares of Company common stock subject to any arrangement that provides
for (i) the re-possession or re-purchase of all or any portion of the
transferred shares by such party at a later date, (ii) a lien on all or any
portion of the transferred shares in favor of such party or (iii) such party’s
continuing beneficial ownership of all or any portion of the transferred shares,
the transferring party shall be in breach if it does not require, as a condition
to such transfer, that effective upon such transfer the transferee(s) become
bound by all obligations under the Mutual Support Agreement.
The
Settlement Agreement also provides that the Issuer’s Board of Directors will
consider updates and clarifications to the Issuer’s Bylaws. Mr. Esch and Mr.
Krassner have been elected to the Board of Directors of the Issuer, as described
in the Issuer’s Form 8-K filed March 4, 2010, and may individually or jointly
consider or propose such updates or clarifications or other transactions or
proposals that are believed to be beneficial to the Issuer in their capacities
as directors. Mr. Esch and Mr. Krassner may also take actions in
their capacities as Control Sellers (as defined in the Acquisition Agreement
described in the Reporting Persons’ original Schedule 13D filed March 5,
2009).
The
descriptions above of provisions of the Settlement Agreement and MSA Amendment
do not purport to be complete. The complete text of these documents appears in
Exhibits to the Issuer’s Current Report on Form 8-K filed October 21,
2010.
Page 7 of
9 Pages
To the
extent that the Reporting Persons and the Krassner Interests may be
deemed to comprise a ‘group’ for purposes of Schedule 13D filing requirements,
they are filing separate amendments to their respective Schedules 13D pursuant
to SEC Regulations Section 240.13d-1(k)(2). The Krassner Interests own
beneficially 30,599,575 shares of Common Stock, representing approximately 23.6%
of the issued and outstanding Common Stock of Issuer.
Neither
Lorex nor Dieter Esch has any current plans or proposals which relate to or
would result in: (a) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(b) a sale or transfer of a material amount of assets of the Issuer or of any of
its subsidiaries; (c) any material change in the Issuer’s business or corporate
structure; (d) except as described above, changes in the Issuer’s charter,
bylaws or instruments corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any other person; (e) causing a
class of securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (f) a class of equity
securities of the Issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Act; or (g) any similar action to those
enumerated above.
Item
5.
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Interest
in Securities of the Company.
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Item
5 is amended and restated to read as follows:
(a) The
aggregate percentage of shares of Common Stock reported to be owned by the
Reporting Persons is based upon 129,440,752 shares outstanding, which is the
total number of shares of Common Stock outstanding as reported in the Issuer’s
Current Report on Form 10-Q filed on August 16, 2010.
As of the
filing date of this Statement, Lorex beneficially owned 29,482,553 shares of Common
Stock, representing approximately 22.8% of the issued and outstanding Common
Stock of the Issuer.
Dieter
Esch, as sole shareholder of Lorex, may also be deemed to beneficially own the
29,482,553 shares of Common
Stock beneficially owned by Lorex.
Peter
Marty, as the sole officer and director of Lorex, may also be deemed to
beneficially own the 29,482,553 shares of Common Stock
beneficially owned by Lorex.
The
Reporting Persons and Krassner Interests together own beneficially 60,008,128
shares of Common Stock, representing approximately 46.4% of the issued and
outstanding Common Stock of the Issuer.
(b) Mr.
Esch and Mr. Marty share power to vote and dispose of the shares of Common Stock
reported as beneficially owned by Lorex in this Statement.
(c) There
have been no transactions in the securities of the Issuer by the Reporting
Persons during the past 60 days.
(d) No
person other than the Reporting Persons is known to have the right to receive,
or the power to direct the receipt of dividends from, or proceeds from the sale
of, the Common Stock.
Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to the
Securities of the Issuer
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Item 6 is
amended and restated as follows:
The
Mutual Support Agreement and MSA Amendment contain provisions relating to the
composition of the Issuer’s Board of Directors, voting restrictions and
tag-along rights, as discussed in further detail in Item 4. The Escrow
Agreement, as amended by the Settlement Agreement, contains certain provisions
related to the Issuer’s repurchase rights of Lorex’s shares of Common Stock, as
discussed in further detail in item 4.
Item
7. Materials to
be Filed as Exhibits
Item 7 is
amended by adding the following at the end thereof:
We hereby
also incorporate by reference into this Item 7 the Global Settlement Agreement,
dated as of October 18, 2010 and the Amendment to the Mutual Support Agreement
dated as of October 18, 2010 filed as Exhibits to the Issuer’s Current Report on
Form 8-K filed on October 21, 2010.
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: October
21, 2010
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/s/
Dieter Esch
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Dieter
Esch
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Lorex
Investments AG
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By:
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/s/
Peter
Marty
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Name:
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Peter
Marty
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Title:
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Director
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/s/
Peter Marty
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Peter
Marty
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