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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )(1)
Natural Alternatives International, Inc.
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(Name of Issuer)
Common Stock $.001 Par Value
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(Title of Class of Securities)
638842302
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(CUSIP Number)
Robert Becht,
P.O. Drawer H,
Valley Cottage, New York 10989
(845) 268-6821
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 29, 2001
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(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |X|.
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 11 Pages)
CUSIP No. 638842302 13D Page 2 of 8
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl J. Terranova
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) |_|
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3 SEC USE ONLY
PF
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5 SOLE VOTING POWER
208,200
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NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 208,200
WITH --------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
208,200
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.6%
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12 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP No. 638842302 13D Page 3 of 8
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Trust U/W of Vincent Terranova
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) |_|
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3 SEC USE ONLY
PF
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5 SOLE VOTING POWER
224,200
--------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 224,200
WITH --------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
224,200
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.9%
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12 TYPE OF REPORTING PERSON*
00 Trust
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*SEE INSTRUCTIONS BEFORE FILLING OUT
Item 1: Security and Issuer.
This Statement relates to the common stock, $.001 par value (the
"Common Stock"), of Natural Alternatives International, Inc., a Delaware
corporation (the "Company"). The address of the principal executive offices of
the Company is 1185 Linda Vista Drive, Suite D, San Marcos, California 92069.
Item 2: Identity and Background.
(a) This Statement is filed by the Trust U/W of Vincent Terranova
and Carl J. Terranova.
(b) The business address of each of the Trust U/W of Vincent
Terranova and Carl J. Terranova is P.O. Drawer H, Valley Cottage, New York
10989.
(c) The principal occupation of Carl J. Terranova is Real Estate
Manager. Mr. Terranova is self-employed.
(d) Neither of the persons filing this statement (to the knowledge
of the undersigned) has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Neither of the persons filing this statement (to the knowledge
of the undersigned) has, during the last five years, been 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) The Trust U/W of Vincent Terranova is a trust created under the
laws of the State of New York. Carl J. Terranova is a United States citizen.
Item 3: Source and Amount of Funds or Other Consideration.
An aggregate of $563,456.25, including commissions, was paid in a series
of transactions pursuant to which the Trust U/W of Vincent Terranova acquired
the Common Stock owned by it. Said amount was paid out of the personal funds of
the Trust U/W of Vincent Terranova.
An aggregate of $631,228.48, including commissions, was paid in a series
of transactions pursuant to which Carl J. Terranova acquired the Common Stock
owned by him. Said amount was paid out of the personal funds of Mr. Terranova.
Item 4: Purpose of Transaction.
The persons filing this Report now believe that (a) the Common Stock is
significantly under-valued, (b) steps taken by the Company to date to enhance
stockholder value have been insufficient, and (c) management must take further
immediate steps to enhance stockholder value in order to prevent a deterioration
of the underlying value of the Company.
The persons filing this Report are examining all of their options with
respect to the possibility of taking actions which they believe will enhance
stockholder value. Such actions could include proposing that management pursue a
financial transaction to improve stockholder value, including a merger,
reorganization or liquidation, encouraging, participating or leading a proxy
contest to change the Company's Board of Directors and/or encouraging,
participating in or making a tender offer to acquire control of the Company. Any
such actions could relate to or result in one or more of the matters referred to
in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Each of the persons filing this Report also reserves the right to purchase
or otherwise acquire additional Common Stock or to sell or otherwise dispose of
Common Stock owned by it, in each case in open market or privately negotiated
transactions or otherwise.
Item 5: Interest in Securities of the Issuer.
(a) The Trust U/W of Vincent Terranova beneficially owns 224,200 shares of
Common Stock, representing approximately 3.9% of the total Common Stock
outstanding. Carl J. Terranova beneficially owns 208,200 shares of Common Stock,
representing approximately 3.6% of the total Common Stock outstanding.
(b) The Trust U/W of Vincent Terranova has the sole power to vote and the
sole power to dispose of 224,200 shares of Common Stock. Carl J. Terranova has
the sole power to vote and the sole power to dispose of 208,200 shares of Common
Stock.
(c) Carl J. Terranova acquired a portion of the Common Stock owned by him
in a series of open market transactions effected primarily with independent
brokers between August 24, 2001 and September 26, 2001. See Schedule 1 for
disclosure of (1) the date, (2) the price and (3) the amount of shares purchased
or sold by Mr. Terranova during the past 60 days. The Trust U/W of Vincent
Terranova did not acquire any of the Common Stock owned by it within the last 60
days.
(d) No person other than the persons filing this Report is known to have
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the Common Stock owned by them.
(e) Not applicable.
Item 6: Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons filing
this Report or between such persons and any other person with respect to any
securities of the Company, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Item 7: Material to be Filed as Exhibits.
None.
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
October 29, 2001
TRUST U/W OF VINCENT TERRANOVA
By: /s/ Robert Becht
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Name: Robert Becht
Title: Trustee
/s/ Carl J. Terranova
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Carl J. Terranova
Schedule 1
Carl J. Terranova
Price per Share
Trade Date No of Shares (Excluding
Purchased Commission)
August 24, 2001 2000 $1.86742
August 30, 2001 7400 $1.999818
August 30, 2001 2100 $1.99
August 30, 2001 2800 $2.0
August 30, 2001 3100 $1.90281
September 4, 2001 1000 $2.00893
September 4, 2001 800 $2.05
September 4, 2001 100 $2.08
September 4, 2001 1800 $1.92
September 4, 2001 500 $2.0
September 7, 2001 900 $1.810983
September 7, 2001 2000 $1.879902
September 26, 2001 2900 $1.359207