Form SC 13D/A WEIS MARKETS INC Filed by: EKTJ Management, LLC
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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. 1)*
Weis Markets,
Inc.
(Name of Issuer)
Common Stock, no par
value
(Title of Class of
Securities)
948849-10-4
(CUSIP
Number)
EKTJ Management
LLC
Kathryn J.
Zox
Thomas H.
Platz
James A.
Platz
c/o
George Cox
Gross, Mendelsohn & Associates
36 South Charles Street, 18th Floor
Baltimore, Maryland 21201
(410) 685-5512
(Name, Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
October 26,
2015
(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 §§240.13d-1(e), 240.13d-1(f) or
240.13d-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 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).
| 1. Names of Reporting Persons | |||
| EKTJ
Management 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 Maryland
|
|||
| Number of
Shares Beneficially Owned by Each Reporting Person With: |
7.
Sole Voting Power 1,400,000 (see
Item 5) |
||
| 8.
Shared Voting Power 0 (see Item
5) |
|||
| 9.
Sole Dispositive Power 1,400,000
(see Item 5) |
|||
| 10.
Shared Dispositive Power 0 (see Item
5) |
|||
| 11. Aggregate Amount Beneficially Owned
by Each Reporting Person 1,400,000 (see Item
5) |
|||
| 12.
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares [X] (See Item 5) |
|||
| 13. Percent of Class Represented by
Amount in Row (11) 5.2% (see Item
5) |
|||
| 14. Type of Reporting
Person OO |
|||
| 1. Names of Reporting Persons | |||
| Kathryn
J. Zox |
|||
| 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.A.
|
|||
| Number of
Shares Beneficially Owned by Each Reporting Person With: |
7.
Sole Voting Power 870,269 (see Item
5) |
||
| 8.
Shared Voting Power 0 (see Item
5) |
|||
| 9.
Sole Dispositive Power 870,269 (see
Item 5) |
|||
| 10.
Shared Dispositive Power 0 (see Item
5) |
|||
| 11. Aggregate Amount Beneficially Owned
by Each Reporting Person 870,269 (see Item
5) |
|||
| 12.
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares [X] (See Item 5) |
|||
| 13. Percent of Class Represented by
Amount in Row (11) 3.2% (see Item
5) |
|||
| 14. Type of Reporting
Person IN |
|||
| 1. Names of Reporting Persons | |||
| Thomas
H. Platz |
|||
| 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.A.
|
|||
| Number of
Shares Beneficially Owned by Each Reporting Person With: |
7.
Sole Voting Power 903,467 (see Item
5) |
||
| 8.
Shared Voting Power 0 (see Item
5) |
|||
| 9.
Sole Dispositive Power 903,467 (see
Item 5) |
|||
| 10.
Shared Dispositive Power 0 (see Item
5) |
|||
| 11. Aggregate Amount Beneficially Owned
by Each Reporting Person 903,467 (see Item
5) |
|||
| 12.
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares [X] (See Item 5) |
|||
| 13. Percent of Class Represented by
Amount in Row (11) 3.4% (see Item
5) |
|||
| 14. Type of Reporting
Person IN |
|||
| 1. Names of Reporting Persons | |||
| James
A. Platz |
|||
| 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.A.
|
|||
| Number of
Shares Beneficially Owned by Each Reporting Person With: |
7.
Sole Voting Power 916,667 (see Item
5) |
||
| 8.
Shared Voting Power 0 (see Item
5) |
|||
| 9.
Sole Dispositive Power 916,667 (see
Item 5) |
|||
| 10.
Shared Dispositive Power 0 (see Item
5) |
|||
| 11. Aggregate Amount Beneficially Owned
by Each Reporting Person 916,667 (see Item
5) |
|||
| 12.
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares [X] (See Item 5) |
|||
| 13. Percent of Class Represented by
Amount in Row (11) 3.4% (see Item
5) |
|||
| 14. Type of Reporting
Person IN |
|||
This Amendment No. 1 ("Amendment No.
1") amends the Schedule 13D first filed with the Securities
and Exchange Commission on November 12, 2004 (the "Schedule
13D"), and is filed by EKTJ Management LLC, Kathryn J. Zox,
Thomas H. Platz and James A. Platz (sometimes referred to
herein individually as a "Reporting Person" or
collectively as the "Reporting Persons"), with respect
to the Common Stock, no par value (the "Common Stock"),
of Weis Markets, Inc. (the
"Company").
ITEM 2. IDENTITY AND BACKGROUND
Kathryn J. Zox, Thomas H. Platz and James A.
Platz are added as Reporting Persons. The business address for
all Reporting Persons is: c/o George Cox, Gross, Mendelsohn
& Associates, 36 South Charles Street, 18th
Floor, Baltimore, Maryland 21201. EKTJ Management LLC was
formed to invest its assets for the benefit of its Members in
such investments as the Class A Members believe are in the best
interest of EKTJ Management LLC. Kathryn J. Zox, Thomas H.
Platz and James A. Platz are the only Class A Members of EKTJ
Management LLC. Kathryn J. Zox hosts The Kathryn Zox Show which
airs on VoiceAmerica Internet Talk Radio. She is an actor and a
voice-over talent who works as an independent contractor for
radio, television and production companies. Thomas H. Platz is
a Registered Architect and owner of Platz Associates. Platz
Associates is a multidiscipline design firm providing design
and development services for a wide variety of commercial,
industrial, medical, retail and residential projects. Platz
Associates is located at Two Great Falls Plaza, Auburn, Maine,
04210. James A. Platz is retired.
During the last five years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, no Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person 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. The citizenship of each Reporting Person is the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR
OTHER CONSIDERATION
Item 3 is hereby supplemented by
incorporating herein Items 4 and 5 of this Amendment No.
1.
ITEM 4. PURPOSE OF
TRANSACTION
Item 4 is hereby supplemented as
follows:
On or about October 26, 2015, Mrs. Ellen W.P.
Wasserman gifted approximately 582,142 shares to each of her
children, Kathryn J. Zox, Thomas H. Platz and James A.
Platz.
The Reporting Persons do not presently have
any plans or proposals which relate to or would result
in:
(a)
The acquisition by any person of
additional securities of the Company, or the disposition of
securities of the Company;
(b)
An extraordinary corporate transaction, such as
a merger, reorganization or liquidation, involving the Company
or any of its subsidiaries;
(c)
A sale or transfer of a material
amount of assets of the Company or any of its
subsidiaries;
(d)
Any change in the present board of
directors or management of the Company, including any plans or
proposals to change the number or term of directors or to fill
any existing vacancies on the board;
(e)
Any material change in the present
capitalization or dividend policy of the
Company;
(f)
Any other material change in the
Company's business or corporate
structure;
(g)
Changes in the Company's charter,
bylaws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Company by
any person;
(h)
Causing a class of securities of
the Company 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;
(i)
A class of equity securities of the
Company becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934; or
(j)
Any action similar to any of those
enumerated above.
Item 5(a) of this Amendment No. 2 is incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE
ISSUER
(a)
The responses of the Reporting Persons to rows (11)
through (13) of the cover page of this Amendment No. 1 are
incorporated herein by reference. Accordingly, as of the filing
date of this Amendment No. 1: (i) EKTJ Management LLC was
the beneficial owner of 1,400,000 shares of Common Stock,
representing approximately 5.2% of the outstanding Common Stock
of the Company; (ii) Kathryn J. Zox was the beneficial
owner of 870,269 shares of Common Stock, representing
approximately 3.2% of the outstanding Common Stock of the
Company; (iii) Thomas H. Platz was the beneficial owner of
903,467 shares of Common Stock, representing approximately 3.4%
of the outstanding Common Stock of the Company; and (iv)
James A. Platz was the beneficial owner of 916,667 shares of
Common Stock, representing approximately 3.4% of the
outstanding Common Stock of the Company (all based on the
number of shares of Common Stock outstanding as of August 4,
2015 (26,898,443), as reported in the Quarterly Report on Form
10-Q filed with the SEC by the Company on August 4,
2015).
In addition, as of the date hereof, the Reporting Persons along
with the following persons have agreed to act together for
purposes of voting the equity securities of the Company and
therefore may be deemed a group within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934 (and the shares
following such persons' name are those owned or controlled by
such person or any immediate family member of such person):
Ellen W.P. Wasserman (based upon a Schedule 13D Amendment No. 2
filed with the SEC on or about the date hereof, 3,324,544
shares held in trust); Patricia G. Ross Weis (based upon a
Schedule 13D Amendment No. 2 filed with the SEC on or about the
date hereof, 233,850 shares); Jonathan H. Weis (based upon a
Schedule 13D Amendment No. 1 filed with the SEC on or about the
date hereof, 7,241,253 shares); Jennifer Weis (based upon a
Schedule 13D filed with the SEC on or about the date hereof,
1,281,010 shares); and Colleen Ross Weis (based upon a Schedule
13D filed with the SEC on or about the date hereof, 1,248,100.5
shares). Accordingly, as of the date hereof, such group may be
deemed to beneficially own an aggregate of 17,419,160.5 shares
of Common Stock representing approximately 64.8% of the
outstanding Common Stock.
(b) EKTJ Management LLC has sole voting and dispositive
power over all 1,400,000 shares of Common Stock held. As
defined in the Operating Agreement of EKTJ Management LLC,
these powers are controlled by the Class A
Members.
Kathryn J. Zox, Thomas H. Platz and James A.
Platz have sole voting and dispositive power over the shares
they individually own, as identified in Item 5(a)
above.
The responses of the Reporting Persons to Item
5(a) hereof are incorporated herein by
reference.
(c) None of the Reporting Persons has effected any transaction
in Common Stock during the past 60
days.
(d)
Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS,
UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE ISSUER
Item 6 is hereby supplemented by
incorporating herein Items 4 and 5(a) of this Amendment No. 1.
An agreement among the Reporting Persons with respect to the
filing of this Amendment No. 1 is attached hereto as Exhibit
1.
ITEM 7. MATERIAL TO BE FILED AS
EXHIBITS
Exhibit No. 1 Joint Filing Agreement
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.
Date: February 9, 2016
EKTJ MANAGEMENT LLC
By: /s/ Kathryn J. Zox
Kathryn
J. Zox
By: /s/ Thomas H. Platz
Thomas H.
Platz
By: /s/ James A. Platz
James A.
Platz
/s/ Kathryn J.
Zox
Kathryn J. Zox
/s/ Thomas H.
Platz
Thomas H. Platz
/s/ James A.
Platz
James A. Platz
Exhibit 1
JOINT FILING AGREEMENT
This will confirm the agreement by and among all the undersigned that the Schedule 13D amendment filed on or about this date and any further amendments thereto with respect to beneficial ownership by the undersigned of shares of the common stock, no par value, of Weis Markets, Inc., is being filed on behalf of each of the undersigned in accordance with Rule 13d- 1(k)(1) under the Securities Exchange Act of 1934. This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Date: February 9, 2016
EKTJ MANAGEMENT LLC
By: /s/ Kathryn J. Zox
Kathryn
J. Zox
By: /s/ Thomas H. Platz
Thomas H.
Platz
By: /s/ James A. Platz
James A.
Platz
/s/ Kathryn J.
Zox
Kathryn J. Zox
/s/ Thomas H.
Platz
Thomas H. Platz
/s/ James A.
Platz
James A. Platz
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