UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
AMENDMENT NO. 1 TO 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)
December 6, 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 4 is hereby amended as follows:
Item 4. Purpose of the Transaction.
On December 6, 2005, legal counsel to Fresh Group, LLC, one of the Reporting
Persons included in the Schedule 13D to which this Amendment No. 1 pertains
("Fresh Group"), delivered a letter to the Company stating Fresh Group's
opposition to the acquisition of the Company by Certified Holdings, Inc. at a
price of $7.05 per share announced by the Company because, among other reasons,
the transaction is not in the best interests of the Company's shareholders.
The letter also notified the Company that Fresh Group intends to explore and
possibly pursue legal remedies to protect its interests in the Company and to
seek further dialogue with the Company regarding this transaction.
In addition to the actions set forth in the letter, Fresh Group may also contact
other shareholders or take other steps in opposition to the proposed
transaction. Each additional Reporting Person may also explore legal remedies,
conduct discussions with the Company or third parties and take additional steps
in opposition to the transaction.
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. Each of the Reporting Persons may, at any
time and from time to time, review or reconsider his or its position and
formulate additional plans or proposals with respect thereto.
Item 7. Material to be Filed as Exhibits.
EXHIBIT A - Joint Filing Agreement.
12
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: December 7, 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
13
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.
Date: December 7, 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
14