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<SEC-DOCUMENT>0001072613-03-000715.txt : 20030430
<SEC-HEADER>0001072613-03-000715.hdr.sgml : 20030430
<ACCEPTANCE-DATETIME>20030430151814
ACCESSION NUMBER:		0001072613-03-000715
CONFORMED SUBMISSION TYPE:	SC 13D
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20030430

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SMOLYANSKY LUDMILA
		CENTRAL INDEX KEY:			0001227848

	FILING VALUES:
		FORM TYPE:		SC 13D

	BUSINESS ADDRESS:	
		STREET 1:		C/O LIFE WAY FOODS
		STREET 2:		6431 W OAKTON STREET
		CITY:			MORTON GROVE
		STATE:			IL
		ZIP:			60053
		BUSINESS PHONE:		8479671010

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LIFEWAY FOODS INC
		CENTRAL INDEX KEY:			0000814586
		STANDARD INDUSTRIAL CLASSIFICATION:	DAIRY PRODUCTS [2020]
		IRS NUMBER:				363442829
		STATE OF INCORPORATION:			IL
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-50073
		FILM NUMBER:		03672660

	BUSINESS ADDRESS:	
		STREET 1:		6431 W OAKTON
		CITY:			MORTON GROVE
		STATE:			IL
		ZIP:			60053
		BUSINESS PHONE:		7089671010

	MAIL ADDRESS:	
		STREET 1:		6431 W OAKTON
		CITY:			MORTON GROVE
		STATE:			IL
		ZIP:			60053
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>sch13d_11903b.txt
<DESCRIPTION>SCHEDULE 13D - LUDMILA SMOLYANSKY
<TEXT>
================================================================================


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549


                                  SCHEDULE 13D


                    Under the Securities Exchange Act of 1934



                               LIFEWAY FOODS, INC.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                           Common Stock, No Par Value
- --------------------------------------------------------------------------------
                         (Title or Class of Securities)

                                    531914109
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

                              Julie Smolyansky, CEO
                               Lifeway Foods, Inc.
                              6431 West Oakton St.
                             Morton Grove, IL 60053
                                 (847) 967-1010
- --------------------------------------------------------------------------------
            (Name, Address and Telephone Number of Person Authorized
                     to Received Notices and Communications)

                                  July 1, 2002
- --------------------------------------------------------------------------------
             (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 ss.ss. 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 ss. 240.13d-7(b) for other
parties to whom copies are to be sent.

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>
CUSIP No. 531914109
===================


1)   Name of Reporting Person:

     Ludmila Smolyansky, independent executor of the Estate of Michael
     Smolyansky.


2)   Check the Appropriate Box if a member of a Group:

     (a) |_|
     (b) |_|


3)   SEC Use Only


4)   Source of Funds (See Instructions):

     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. CITIZEN


Number of Shares Beneficially Owned by Each Reporting Person With:

7)   Sole Voting Power:              2,193,338 (51.4%)


8)   Shared Voting Power:                   --


9)   Sole Dispositive Power:         2,193,338 (51.4%)


10)  Shared Dispositive Power:              --


11)  Aggregate Amount Beneficially Owned by Each Reporting Person:

     2,185,338 shares (51.2%)



                                        2
<PAGE>
CUSIP No. 531914109
===================




12)  Check if the Aggregate Amount in Row (11) Excludes Certain Shares
     (See Instructions) |X|



13)  Percent of Class Represented by Amount in Row (11): 51.2%



14)  Type of Reporting Person:

     OO








                                        3
<PAGE>
ITEM 1.  SECURITY AND ISSUER.

         The class of equity securities to which this statement on Schedule 13D
relates is the common stock, no par value (the "Lifeway Common Stock") of
Lifeway Foods, Inc., an Illinois corporation, with its principal executive
offices at 6431 W. Oakton Street, Morton Grove, Illinois 60053 (the "Issuer").


ITEM 2.  IDENTITY AND BACKGROUND.

         (a) This statement is filed by Ludmila Smolyansky, an individual
resident of Illinois, in her capacity as the independent executor of the Estate
of Michael Smolyansky (the "Estate").

         (b) The business address of Ludmila Smolyansky is 6341 W. Oakton
Street, Morton Grove, Illinois 60053.

         (c) Ludmila Smolyansky's principal occupation is as the General Manager
of Issuer. Smolyansky also serves as the Chairperson of the Board of Directors
of Issuer.

         (d) Ludmila Smolyansky has not been convicted in any criminal
proceeding in the last five years.

         (e) Ludmila Smolyansky has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction, as a result of which
she is or was 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) Ludmila Smolyansky is a U.S. citizen.


ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

         No funds or other consideration were involved in the acquisition
described in this Schedule 13D. The acquisition of Lifeway Common Stock
described in this Schedule 13D took place due to the qualification of Ludmila
Smolyansky as the independent executor of the Estate under the Illinois Probate
Act of 1975 (755 ILCS ss.5-1/1 et seq.). Michael Smolyansky died on June 9,
2002. Ludmila Smolyansky, his spouse, was appointed independent executor of the
Estate on July 1, 2002 by Order of the Circuit Court of Cook County, Illinois,
County Department, Probate Division (the "Probate Court"), and pursuant to that
certain Last Will and Testament of Michael Smolyansky, dated February 2, 1990
(the "Will").


ITEM 4.  PURPOSE OF TRANSACTION.

         As a result of the operation of the Will and her status as the
independent executor of the Estate, Ludmila Smolyansky has indirect beneficial
ownership of 2,138,138 shares of Lifeway Common Stock that is part of the
Estate. Ludmila Smolyansky considers her indirect beneficial ownership of the
aforementioned 2,138,138 shares as an acquisition solely due to the operation of
Illinois law pursuant to the Will and to the Order of the Probate Court.

                                        4
<PAGE>
         Pursuant to the terms of the Will, Michael Smolyansky bequeathed and
devised one-third of the Shares to Ludmila Smolyansky and one-third of the
Shares, to each of Julie Smolyansky, Chief Executive Officer of the Issuer, and
Edward Smolyansky, Director of Finance of the Issuer. Accordingly, at the
conclusion of the administration of the Estate, the 2,138,138 shares of Lifeway
Common Stock presently held in the Estate will be distributed among Ludmila
Smolyansky, Julie Smolyansky and Edward Smolyansky per the terms of the Will
subject to any disclaimer of property. At the time of this filing, the
administration of the Estate had not yet concluded and disclaimers of property
had not been made final.


ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER

         (a) Under Section 13(d) of the Exchange Act, Ludmila Smolyansky is
deemed to have beneficial ownership of 2,353,338 shares of Lifeway Common Stock,
representing 55.2% of the total outstanding Lifeway Common Stock. Ludmila
Smolyansky's total beneficial ownership of 2,353,338 shares of Lifeway Common
Stock consists of the following: (i) 8,000 shares of Lifeway Common Stock
(representing 0.1% of the total outstanding Lifeway Common Stock) directly owned
by the Smolyansky Family Foundation, of which Ludmila Smolyansky is a trustee,
(ii) 47,200 shares of Lifeway Common Stock (representing 1.1% of the total
outstanding Lifeway Common Stock) directly owned by Ludmila Smolyansky, (iii)
80,000 shares of Lifeway Common Stock (representing 1.9% of the total
outstanding Lifeway Common Stock) directly owned by Julie Smolyansky (Ludmila
Smolyansky's daughter), (iv) 2,138,138 shares of Lifeway Common Stock
(representing 50.1% of the total outstanding Lifeway Common Stock) acquired by
the Estate and (v) 80,000 shares of Lifeway Common Stock (representing 1.9% of
the total outstanding Lifeway Common Stock) directly owned by Edward Smolyansky
(Ludmila Smolyansky's son).

         Pursuant to Securities and Exchange Commission (SEC) Rule 13d-4,
Ludmila Smolyansky disclaims beneficial ownership of (i) the 8,000 shares of
Lifeway Common Stock (representing 0.1% of the total outstanding Lifeway Common
Stock) directly owned by the Smolyansky Family Foundation, of which she is a
trustee, (ii) the 80,000 shares of Lifeway Common Stock (representing 1.9% of
the total outstanding Lifeway Common Stock) directly owned by Julie Smolyansky
and (iii) the 80,000 shares of Lifeway Common Stock (representing 1.9% of the
total outstanding Lifeway Common Stock) directly owned by Edward Smolyansky.

         (b) Ludmila Smolyansky has sole power to vote 2,193,338 shares of
Lifeway Common Stock, representing 51.4% of the total outstanding Lifeway Common
Stock, and does not share voting power for any of these shares of Lifeway Common
Stock. 2,138,138 of these shares (representing 50.1% of the total outstanding
Lifeway Common Stock) are held in the Estate, 47,200 of these shares
(representing 1.1% of the total outstanding Lifeway Common Stock) are directly
owned by Ludmila Smolyansky and 8,000 of these shares are held in trust by the
Smolyansky Family Foundation. Ludmila Smolyansky has sole dispositive power over
the 47,200 shares she owns directly and, as trustee, over the 8,000 shares held
by the Smolyansky Family Foundation subject to the terms of the trust document



                                        5
<PAGE>
thereof. Ludmila Smolyansky has sole dispositive power over the 2,138,138 shares
held in the Estate subject to the terms of the Will and the administrative
requirements of the Estate.

         (c) Not applicable.

         (d) Proceeds from any sale of any the 2,138,138 shares of Lifeway
Common Stock acquired by Ludmila Smolyansky in her capacity as independent
executor of the Estate would inure solely to the Estate for the duration of the
administration of the Estate. Upon the conclusion of the administration of the
Estate, the 2,138,138 shares of Lifeway Common Stock will be transferred as
described in Item 4, above. At the time of this filing, the administration of
the Estate had not yet concluded and disclaimers of property had not been made
final.

         (e) Not applicable.



ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
         TO SECURITIES OF THE ISSUER.

         Ludmila Smolyansky is the independent executor of the Estate pursuant
to the terms of the Will and of the Order of the Probate Court entered on July
1, 2002. As the independent executor of the Estate, she is responsible for its
administration pursuant to the Illinois Probate Act of 1975 (755 ILCS ss.5-1/1
et seq.).


ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS.

Exhibit 20.1     Last Will and Testament of Michael Smolyansky.

Exhibit 20.2     Order of the Circuit Court of Cook County, Illinois, County
                 Department, Probate Division, dated July 1, 2002.







                                        6
<PAGE>
                                    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: April 30, 2003                                /s/ Ludmila Smolyansky
                                                     --------------------------
                                                     Ludmila Smolyansky



















                                        7

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-20.1
<SEQUENCE>3
<FILENAME>exh20-1_11903b.txt
<DESCRIPTION>LAST WILL AND TESTAMENT OF MICHAEL SMOLYANSKY
<TEXT>
                                                                    EXHIBIT 20.1
                                                                    ------------




                           LAST WILL AND TESTAMENT OF

                               MICHAEL SMOLYANSKY
                               ------------------


         I, MICHAEL SMOLYANSKY, of the Village of Skokie, County of Cook, and
State of Illinois, being of sound and disposing mind and memory, do hereby make,
publish and declare this my Last Will and Testament, expressly revoking any and
all prior Wills or Codicils by me made.

         FIRST: I direct that my just debts, funeral expenses, and the costs and
expense of administration of my estate shall be paid as soon after my demise as
may be practicable.

         SECOND: I give, devise and bequeath all of my estate, of whatever kind
and character, whether real, personal or mixed, and wheresoever situate, in
manner following:

                 A. ONE THIRD (1/3) thereof to my beloved wife, LUDMILA
SMOLYANSKY, as and for her own property forever. If my said wife predeceases me
or in the event of our demise in a common disaster, then I direct that the share
she would have taken had she survived me be distributed to my beloved children,
EDWARD SMOLYANSKY and JULIE SMOLYANSKY, in equal shares, share and share alike,
as and for their own property forever, subject to the provisions of Paragraph
THIRD hereof.

                 B. TWO THIRDS (2/3) thereof to my said children, EDWARD
SMOLYANSKY and JULIE SMOLYANSKY, in equal shares, share and share alike, as and
for their own property forever, subject to the provisions of Paragraph THIRD
hereof. If a child of mine predeceases me and leaves no child or children
surviving, then I direct that the share which such deceased child would have
taken had he or she survived me be distributed to the then living child or
children of such deceased child in equal shares, share and share alike, as and
for their own property forever. If a child of mine predeceases me and leaves no
child or children surviving, I direct that the share such deceased child would
have taken had he or she survived me be distributed to my surviving child, as
hereinabove provided.

         THIRD: If property becomes distributable to either of my said children
pursuant to the terms of Paragraph SECOND hereof, before he or she shall have
attained the age of twenty-one (21) years, I hereby direct my Executor to
distribute the same to my trustees, hereinafter designated and as hereinafter
set forth. I direct that any funds which may come into possession of the
Trustees shall be deposited in savings accounts or certificates of deposit in
such federally insured savings and loan or banking institutions as the Trustees
may from time to time designate. Such deposits and all other property held by
the Trustees shall be in the name of the Trustees, as Trustees for each person
entitled thereto as beneficiary thereof.

                 All interest or income received by the Trustees for the account
of the beneficiary shall be retained by the Trustees and added to principal. The
Trustees may, however, pay to or on behalf of any such beneficiary such sums
from interest, income or principal as the Trustees, in the Trustees' sole
discretion, may deem necessary or advisable form time to time for such



                                        8
<PAGE>
beneficiary's medical care, education, maintenance and welfare. In this
connection, the Trustees may take into consideration the assets and income
available to each beneficiary from all sources known to the Trustees.

                 I direct that the Trustees may use or disburse the said trust
funds or trust property, prior to distribution thereof, as herein set forth, in
any one or more of the following ways: (a) by disbursing same directly to a
beneficiary; (b) by disbursing same to a relative or friend of a beneficiary to
be expended by such relative or friend for the medical care, education,
maintenance and welfare of a beneficiary; or (c) by the Trustees expending the
same for the medical care, education, maintenance and welfare of a beneficiary.

                 When any such beneficiary shall have attained the age of
twenty-one (21) years my Trustees shall, upon appropriate written request and
receipt therefor, distribute to such beneficiary all monies and property then
held for, or on deposit for, the benefit of such person, including principal and
interest thereon and thereafter, the Trust shall be terminated. Should any
beneficiary for whom the Trustees held funds or property hereunder die before he
or she shall have received distribution of the trust funds and property due him
or her, I direct that all such funds then on deposit or property held for such
deceased beneficiary shall be distributed strictly pursuant to the terms of
Paragraph THIRD hereof.

                 I hereby nominate, constitute and appoint my dear brother, YURI
SMOLYANSKY and my attorney, SIDNEY EDELSTEIN, or the survivor of them as
Trustees hereunder.

         FOURTH: If my said wife does not survive me, I hereby nominate,
constitute and appoint my said brother, YURI SMOLYANSKY, as Guardian of the
person of any child of mine who has not attained the age of eighteen (18) years
at the date of my demise.

         FIFTH: The interest of any beneficiary, legatee or devisee hereunder
shall not be grantable, saleable, assignable, or otherwise transferable, nor
shall it be subject to seizure or sequestration for the payment of any debts,
judgments, or maintenance owed by said beneficiary, legatee, or devisee, nor be
transferable by operation of law in the event of bankruptcy, insolvency or
otherwise. No person shall acquire any right, title or interest of any legatee,
devisee, or beneficiary hereunder by reason of any grant, sale, assignment or
transfer.

         SIXTH: I hereby nominate, constitute and appoint my said wife, LUDMILA
SMOLYANSKY, as Executor of this, my Last Will and Testament. In the event she
shall be unwilling or unable to act as such Executor, then I hereby nominate,
constitute and appoint my said brother, YURI SMOLYANSKY, and my said attorney,
SIDNEY EDELSTEIN, or the survivor of them, as successor Executors in her place
and stead. I direct that no security or surety of any kind shall be required on
any fiduciary bond which any Executor, Trustee or Guardian name hereunder shall
be required to furnish.

         SEVENTH: I hereby give to my said Executor, duly qualified to act
hereunder, all powers and discretions granted to independent representatives by
the laws of the State of Illinois.

                                    Page Two
<PAGE>
         IN WITNESS WHEREOF, I have hereunto set my hand to this, my Last Will
and Testament, consisting of five (5) typewritten pages, the following page
included, on each of which I have placed my signature, this 2nd day of February,
1990.

                                                     /s/  Michael Smolyansky
                                                     -----------------------
                                                     MICHAEL SMOLYANSKY


         We, the undersigned, do hereby certify that the above and foregoing
instrument was, on the date it bears, signed, made, declared and published by
MICHAEL SMOLYANSKY, as and for his Last Will and Testament in our presence. We
further certify that we, at his request and in his presence, and in the presence
of each other, have hereunto subscribed our names as witnesses thereto, we and
each of us believing the said Testator to be of sound and disposing mind and
memory at the time of his so signing.

/s/  Mark Edelstein                               residing at  6730 N. Central
- -------------------------------------------------              Chicago, IL


/s/  Teresa M. Schaefer                           residing at  5734 W. Seminole
- -------------------------------------------------              Chicago, IL


STATE OF ILLINOIS
                      SS.
COUNTY OF COOK

                                    AFFIDAVIT
                                    ---------

         We, the attesting witnesses to the Last Will and Testament of MICHAEL
SMOLYANSKY, on oath state that each of us present was present and saw the
Testator sign the Last Will and Testament, of which this Affidavit is a part, in
our presence. The said Last Will and Testament was attested by each of us in the
presence of the Testator, and each of us believed the Testator to be of sound
mind and memory at the time of signing.

                                         /s/  Mark Edelstein
                                         ---------------------------


                                         /s/  Teresa M. Schaefer
                                         ---------------------------


Subscribed and sworn to before me
this 2nd day of February, 1990.

/s/ Donald Solomon
- ------------------
    Notary Public



                                   Page Three

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-20.2
<SEQUENCE>4
<FILENAME>exh20-2_11903b.txt
<DESCRIPTION>ORDER OF THE CIRCUIT COURT OF COOK COUNTY
<TEXT>
                                                                    EXHIBIT 20.2
                                                                    ------------



Order Admitting Will to Probate
and Appointing Representative                            (Rev. 3/27/01) CCP 0319
================================================================================
                  IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS
                       COUNTY DEPARTMENT-PROBATE DIVISION


ESTATE OF                          |                          NO.  02 P 005082
                                   |                               -----------
                                   |                          DOCKET    092
                                   |                                 ---------
MICHAEL SMOLYANSKY,                |                          PAGE      190
- ----------------------------------                                  ----------
                          DECEASED


          ORDER ADMITTING WILL TO PROBATE AND APPOINTING REPRESENTATIVE

     ON PETITION FOR ADMISSION TO PROBATE OF THE WILL OF THE DECEDENT AND FOR
ISSUANCE OF LETTERS OF OFFICE, THE WILL HAVING BEEN PROVED AS PROVIDED BY LAW;


     IT IS ORDERED THAT:

     1.  THE WILL OF  MICHAEL SMOLYANSKY                                  DATED
         -----------------------------------------------------------------------

         February 2, 1990     AND NUMBERED                   W
         --------------------              -----------------   -----------------

     4101        BE ADMITTED TO PROBATE; (AND CODICIL DATED              ,    ).
         --------                                           ------------  ----

     2.  LETTERS OF OFFICE AS     independent executor
                              --------------------------------------------------


         (SUPERVISED (INDEPENDENT (ADMINISTRATOR WITH (INDEPENDENT ADMINISTRATOR
          EXECUTOR)    EXECUTOR)      WILL ANNEXED)       WITH WILL ANNEXED)
          [_] 4234     [_] 4253         [_] 4254              [_] 4255

ISSUED TO      Ludmila Smolyansky                                              ;
         ----------------------------------------------------------------------



     *3. THE REPRESENTATIVE MUST FILE AN INVENTORY WITHIN 60 DAYS.   4192


                                               DATE:       July 1, 2002
                                                     --------------------------
ATTY. NO.: 33462
           -------------------------------

NAME:  Ryann Whalen                            ENTER:
      ------------------------------------

ATTY. FOR PETITIONER: Ludmila Smolyansky             /s/ R.Cusack         #400
                     ---------------------     --------------------------------
                                                        JUDGE       JUDGE'S NO.
           Harris Kessler & Goldstein LLC
ADDRESS:   640 N. LaSalle St., Suite 590
         ---------------------------------

TELEPHONE:       (312) 280-0111
           -------------------------------

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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