<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Q-ZAR INC.
(NAME OF ISSUER)
COMMON SHARES, NO PAR VALUE
(TITLE OF CLASS OF SECURITIES)
746928-10-0
(CUSIP NUMBER)
ALAN P. MCDONALD
PRESIDENT
SEIBU CORPORATION
4231 TRAVIS STREET, #28
DALLAS, TEXAS 75205
(214) 520-6466
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
DECEMBER 16, 1996
(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(b)(3) or (4), check the following box. [ ]
*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).
Page 1 of 7
<PAGE> 2
CUSIP NO. 746928-10-0 SCHEDULE 13D/A
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(1) Names of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above
Persons
SEIBU CORPORATION 75-2295558
(Name) (I.R.S. Employer Identification Number)
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)[ ]
(b)[x]
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(3) SEC Use Only
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(4) Source of Funds (See Instructions) OO (SEE ITEM 3)
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(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
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(6) Citizenship or Place of Organization SEIBU CORPORATION IS A
CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF TEXAS.
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(7) Sole Voting Power 1,388,424 COMMON SHARES(1)
--------------------------------------------------
Number of
Shares (8) Shared Voting Power
Beneficially --------------------------------------------------
Owned By
Each (9) Sole Dispositive Power 1,388,424 COMMON SHARES(2)
Reporting --------------------------------------------------
Person
With (10) Shared Dispositive Power
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(11) Aggregate Amount Beneficially Owned by Each
Reporting Person 1,388,424 COMMON SHARES
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(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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- ---------------
(1) UNTIL DECEMBER 31, 1996, AS EXERCISED THROUGH ANDREW N. ADLER, AN
EXECUTIVE OFFICER AND DIRECTOR OF SEIBU CORPORATION.
(2) UNTIL DECEMBER 31, 1996, AS EXERCISED JOINTLY THROUGH ANDREW N. ADLER
AND ALAN P. MCDONALD, EXECUTIVE OFFICERS AND DIRECTORS OF SEIBU
CORPORATION.
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<PAGE> 3
(13) Percent of Class Represented by Amount in Row (11) 5.36(3)
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(14) Type of Reporting Person (See Instructions) CO
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- ---------------
(3) BASED ON COMMON SHARES OUTSTANDING AS OF DECEMBER 16, 1996 AS REPORTED
TO SEIBU CORPORATION BY Q-ZAR INC.
Page 3 of 7
<PAGE> 4
The Schedule 13D filed by the Reporting Person with the Securities and
Exchange Commission on October 22, 1996 is hereby amended as follows:
ITEM 1. SECURITY AND ISSUER
No modification.
ITEM 2. IDENTITY AND BACKGROUND
No modification.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
No modification.
ITEM 4. PURPOSE OF TRANSACTION
No modification.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(a)
As previously disclosed, on February 12, 1996, Q-Zar Inc., a
corporation incorporated under the laws of New Brunswick, Canada ("Q-Zar"), and
Seibu Corporation, a corporation incorporated under the laws of Texas
("Seibu"), entered into a Share Purchase Agreement (the "Agreement") pursuant
to which Seibu agreed to sell and Q-Zar agreed to purchase all of the issued
and outstanding common stock of Entertainment Technologies, Inc., a wholly
owned subsidiary of Seibu, in exchange for Common Shares and a Script
Certificate (the "Script Certificate") of Q-Zar.
The closing of the transactions contemplated by the Agreement occurred
on February 26, 1996. At the closing, Seibu acquired 788,955 Common Shares of
Q-Zar and the Script Certificate, representing the right to receive an
indeterminate number of additional Common Shares of Q-Zar (not to exceed
941,176) on December 16, 1996.
On December 16, 1996, the Script Certificate matured and Seibu
acquired 814,869 Common Shares of Q-Zar in accordance with the formula set
forth in the Agreement and Seibu surrendered the Script Certificate to Q-Zar
for cancellation. Consequently, December 16, 1996 is the date of the event
which requires the filing of this Amendment.
As of December 16, 1996, Seibu was the beneficial owner of 1,388,424
Common Shares of Q-Zar. Based on the number of Common Shares outstanding as of
December 16, 1996 as disclosed to Seibu by Q-Zar (25,917,543), Seibu is the
beneficial owner of approximately 5.36% of the total outstanding Common Shares
of Q-Zar.
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<PAGE> 5
Item 5(b)
Subject to the provisions of the Agreement, Seibu has the sole power
to vote or to direct the vote and the sole power to dispose or to direct the
disposition of the Common Shares of Q-Zar that it currently beneficially owns.
Until December 31, 1996, Seibu's sole voting power with respect to the Common
Shares it currently beneficially owns will be exercised through Andrew N.
Adler, one of its executive officers and directors. Until December 31, 1996,
Seibu's sole dispositive power with respect to the Common Shares it currently
beneficially owns will be exercised jointly through Andrew N. Adler and Alan P.
McDonald, its executive officers and directors.
Andrew N. Adler and Alan P. McDonald, the executive officers and
directors of Seibu, each own 25% of the issued and outstanding capital stock of
Seibu. Other than the indirect beneficial ownership by Seibu, neither of them
own any Common Shares of Q-Zar.
Item 5(c)
As disclosed in Item 5(a), the Script Certificate matured on December
16, 1996 and Seibu received 814,869 Common Shares of Q-Zar in accordance with
the formula set forth in the Agreement.
The following tabulation describes all other transactions in the
Common Shares of Q-Zar that were effected since the most recent filing on
Schedule 13D by Seibu.
<TABLE>
<CAPTION>
================================================================================
Date Type of Transaction Number of Shares Price
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
10-24-96 Sale 1,000 4.27
10-29-96 Sale 10,000 4.46
10-30-96 Sale 12,000 4.41
10-31-96 Sale 3,100 4.28
11-01-96 Sale 11,000 4.06
11-04-96 Sale 22,000 4.00
11-05-96 Sale 7,300 4.03
11-06-96 Sale 10,000 4.00
11-07-96 Sale 11,500 4.00
11-08-96 Sale 15,000 4.04
11-19-96 Sale 10,000 4.67
11-27-96 Sale 11,000 4.281
12-02-96 Sale 3,000 4.31
12-02-96 Sale 5,000 4.31
12-03-96 Sale 8,000 4.27
12-04-96 Sale 6,000 4.25
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</TABLE>
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<PAGE> 6
<TABLE>
<CAPTION>
================================================================================
Date Type of Transaction Number of Shares Price
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
12 06 96 Sale 2,000 4.25
12-09-96 Sale 10,000 4.275
12-10-96 Sale 30,000 4.475
12-11-96 Sale 9,500 4.40
12-12-96 Sale 2,000 4.41
12-13-96 Sale 10,000 4.25
12-16-96 Sale 6,000 4.26
TOTAL 215,400
================================================================================
</TABLE>
Q-Zar is a "foreign private issuer" within the meaning of Rule 405
under the Securities Act of 1933. Consequently, directors and officers of
Q-Zar are exempt from the share ownership reporting requirements and
short-swing profit recapture provisions of Section 16 of the Securities
Exchange Act of 1934. See Exchange Act Release No. 29354 (June 21, 1991). In
view of the exemption, Andrew N. Adler, who filed a Form 3 for the month of
February 1996 and Form 4s for the months of October and November 1996 pursuant
to Section 16(a) of the Securities Exchange Act of 1934 disclosing his
beneficial ownership of Common Shares of Q-Zar, will no longer file such
reports.
Item 5(d)
No modification.
Item 5(e)
No modification.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
No modification.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
No modification.
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SIGNATURES
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.
December 16, 1996
SEIBU CORPORATION
By:/s/ Alan P. McDonald
---------------------------
Alan P. McDonald, President
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