UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
MORGAN'S FOODS, INC.
--------------------
(Name of Issuer)
Common Stock without par value
------------------------------
(Title of Class of Securities)
616900 10 6
--------------
(CUSIP Number)
December 31, 2004
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
---------------------
* 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 the 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).
Page 1 of 9 Pages
CUSIP NO. 616900 10 6
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FCMI FINANCIAL CORPORATION
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
ONTARIO, CANADA
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF -0-
SHARES ----------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 269,300
EACH REPORT- ----------------------------------------------
ING PERSON 7 SOLE DISPOSITIVE POWER
WITH -0-
----------------------------------------------
8 SHARED DISPOSITIVE POWER
269,300
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
269,300
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
Page 2 of 9
CUSIP NO. 616900 10 6
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PAN ATLANTIC BANK AND TRUST LIMITED
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
BARBADOS
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF -0-
SHARES ----------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 269,300
EACH REPORT- ----------------------------------------------
ING PERSON 7 SOLE DISPOSITIVE POWER
WITH -0-
----------------------------------------------
8 SHARED DISPOSITIVE POWER
269,300
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
269,300
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
Page 3 of 9
CUSIP NO. 616900 10 6
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ALBERT D. FRIEDBERG
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF -0-
SHARES ----------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 269,300
EACH REPORT- ----------------------------------------------
ING PERSON 7 SOLE DISPOSITIVE POWER
WITH -0-
----------------------------------------------
8 SHARED DISPOSITIVE POWER
269,300
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
269,300
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
Page 4 of 9
Item 1.
(a) Name of Issuer:
Morgan's Foods, Inc.
(b) Address of Issuer's Principal Executive Offices:
24200 Chagrin Blvd.
Beachwood, Ohio 44122
Item 2.
(a) Name of Persons Filing:
FCMI Financial Corporation
Pan Atlantic Bank and Trust Limited
Albert D. Friedberg
(b) Address of Principal Business Office or, if none, Residence:
The principal business office of each of FCMI Financial
Corporation and Albert D. Friedberg is located at BCE Place, 181 Bay
Street, Toronto, Ontario, Canada M5J 2T3. The principal office of
Pan Atlantic Bank and Trust Limited is located at Musson Building,
Third Floor, Hincks Street, P.O. Box 982, Bridgetown, Barbados, West
Indies
(c) Citizenship:
FCMI Financial Corporation is an Ontario corporation.
Pan Atlantic Bank and Trust Limited is organized under the law of
Barbados and is registered under the International Financial
Services Act 2002 of Barbados. Mr. Friedberg is a citizen of Canada.
(d) Title of Class of Securities:
Common stock without par value.
(e) CUSIP Number:
616900 10 6
Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
Page 5 of 9
(e) [ ] An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with ss.240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance
with 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J);
NOT APPLICABLE
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 269,300
(b) Percent of class: 9.9%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 269,300
(ii) Shared power to vote or to direct the vote: -0-
(iii) Sole power to dispose or to direct the
disposition of: 269,300
(iv) Shared power to dispose or to direct the
disposition of: -0-
Item 5. Ownership of Five Percent or Less of a Class.
NOT APPLICABLE
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
NOT APPLICABLE
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company or Control
Person.
SEE EXHIBIT 1
Item 8. Identification and Classification of Members of the Group.
NOT APPLICABLE
Page 6 of 9
Item 9. Notice of Dissolution of Group.
NOT APPLICABLE
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
Page 7 of 9
SIGNATURE
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.
Dated: February 3, 2005 FCMI FINANCIAL CORPORATION
By: /s/ ENRIQUE FENIG
------------------------------------
Name: Enrique Fenig
Title: Executive Vice President
Dated: February 3, 2005 PAN ATLANTIC BANK AND TRUST LIMITED
By: /s/ ROBERT BOURQUE
------------------------------------
Name: Robert Bourque
Title: Managing Director
Dated: February 3, 2005 By: /s/ ALBERT D. FRIEDBERG
------------------------------------
Albert D. Friedberg
Page 8 of 9
EXHIBIT 1
EXPLANATION OF ITEM 7
This Schedule 13G (Amendment No. 2) is being filed by Mr. Albert D.
Friedberg, FCMI Financial Corporation and Pan Atlantic Bank (the "Filing
Parties"). The Filing Parties and the Friedberg Mercantile Group Deferred Profit
Sharing Plan (the "FMG Plan") filed a Joint Filing Agreement with respect to the
Common Stock of the Issuer as Exhibit 2 to their original Schedule 13G filed
February 13, 2003. The FMG Plan dissolved in June 2003 and distributed its
assets, including its shares of the Issuer, to the registered retirement
accounts of the beneficiaries of the FMG Plan. Accordingly, the FMG Plan no
longer has beneficial ownership of any securities of the Issuer and is not a
party to this Schedule 13G (Amendment No. 2). In addition, each of Mr. Friedberg
and Mrs. Nancy Friedberg disposed of their respective shares of the Issuer
during 2004, and such shares are no longer included in shares beneficially owned
by the Filing Parties, as reported herein.
All of the shares reported as beneficially owned in this Schedule 13G
(Amendment No. 2) are owned directly by Pan Atlantic Bank and Trust Limited. Pan
Atlantic Bank and Trust Limited is a wholly owned subsidiary of FCMI Financial
Corporation. All of the shares of FCMI Financial Corporation are owned by Albert
D. Friedberg, members of his family and trusts for the benefit of members of his
family. Mr. Friedberg possesses voting and dispositive power over the FCMI
shares held by members of the Friedberg family and trusts for the benefit of
members of his family and, as a result, controls 100% of the outstanding shares
of FCMI. By virtue of his control of FCMI Financial Corporation, Mr. Friedberg
may be deemed to possess voting and dispositive power over the shares owned
directly by its wholly-owned subsidiary, Pan Atlantic Bank and Trust Limited.
Information in this Schedule 13G (Amendment No. 2) regarding the Filing
Parties' beneficial ownership of the Issuer's Common Stock is provided as of
February 3, 2005.
Page 9 of 9