UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CARIBBEAN CIGAR COMPANY
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(Name of Issuer)
Common Stock ($.001 par value)
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(Title of Class of Securities)
141834200
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(CUSIP Number)
ROBERT J. BURNETT, ESQ.
Atlas, Pearlman, Trop & Borkson, P.A.,
200 East Las Olas Blvd., Suite 1900, Ft. Lauderdale, FL 33301
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 28, 1998
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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 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 [_].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE 13D
- --------------------------------------------------------- -----------------------------------------------------
CUSIP No. 141834200 Page 2 of 6 Pages
- --------------------------------------------------------- -----------------------------------------------------
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RON JENKINS
SSN ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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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
UNITED STATES OF AMERICA
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Number of 7 SOLE VOTING POWER
Shares
Beneficially 168,512 shares of common stock issuable upon conversion
Owned by 42,128 shares of Series A Convertible Preferred Stock
Each
Reporting
Person
With
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
168,512 shares of common stock
issuable upon conversion of
Series A Convertible Preferred
Stock 42,128 shares of Series A
Convertible Preferred Stock
-----------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
168,512 shares of common stock issuable upon conversion of
Series A Convertible Preferred Stock 42,128 shares of Series A
Convertible Preferred Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.99% of outstanding common shares
100% of outstanding Series A Convertible Preferred shares
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14 TYPE OF REPORTING PERSON*
IN
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</TABLE>
<PAGE>
CUSIP No. 141834200 Page 3 of 6 Pages
ATTACHMENT
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Item 1. Security and Issuer
This report relates to the Common Stock (par value $.001 per share) of
Caribbean Cigar Company (the "Company"), whose principal office is located at
321 Troy Circle, Knoxville, TN 37950.
Item 2. Identity and Background
(a) Name: RON JENKINS
(b) Business Address: 321 Troy Circle, Knoxville, TN 37950.
(c) Present Principal Occupation: Chief Operating Officer and
Director of the Company
(d) Convictions: None.
(e) Suits and Proceedings: None.
(f) Citizenship: USA
Item 3. Source and Amount of Funds or Other Consideration
The acquisition of securities described was derived from the personal
funds of Mr. Jenkins.
<PAGE>
CUSIP No. 141834200 Page 4 of 6 Pages
Item 4. Purpose of the Transaction
The purpose of the transaction was to acquire control of the Company
(the "Acquisition"). The terms of the Acquisition are set forth in an agreement
between Ronald Jenkins ("Jenkins") and the Company dated July 28, 1998 (the
"Agreement"). Pursuant to the terms of the Agreement, the Company agreed that in
consideration for Jenkins: (i) facilitating a marketing agreement between the
Company and SJI Wholesale, Inc., a tobacco and tobacco products marketing
company ("SJI"), (ii) arranging for SJI to purchase certain of the inventory of
the Company for a purchase price of approximately $500,000; (iii) wiring $25,000
cash into the Company to cover payroll expenses; and (iv) personally
guaranteeing the Company's repayment obligations on a $1,000,000 loan the
Company received from Finova Capital Corporation, the Company agreed to issue
(the "Issuance") Jenkins an aggregate of 1,000,000 shares of preferred stock
("Preferred Shares"). To date, the Company has issued Jenkins 42,128 Preferred
Shares and will issue the remaining 957,872 Preferred Shares upon the Company
obtaining the approval of its shareholders. Each Preferred Share entitled
Jenkins to vote one vote with the shareholders of the Company's common stock.
Each Preferred Share is convertible (the "Conversion") into four shares of
common stock of the Company (on a post reverse stock split basis) at a
conversion price of $.80 per share. The Conversion must be effected by Jenkins
on or prior to 48 months from the date of issuance or Jenkins must immediately
return the unconverted portion of the Preferred Shares to the Company. The
Agreement also provided for Jenkins to be appointed Chief Executive Officer and
a director of the Company, and for J.D. Jenkins, Mr. Jenkins' son, to be
appointed Chief Executive Officer, President and director of the Company. Mr.
Jenkins has the right to appoint two additional individuals to the Company's
board of directors.
Item 5. Interest in Securities of the Issuer
As of July 28, 1998, Mr. Jenkins is the owner of 42,128 shares of
Series A Convertible Preferred Stock (100% of the issued and outstanding Series
A Preferred Stock), and is deemed to be the beneficial owner of 168,415 shares
of common stock (19.99% of the issue and outstanding common stock) issuable upon
conversion of the Series A Convertible Preferred Stock. Mr. Jenkins has the sole
power to vote and to dispose of the above securities.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Mr. Jenkins is Chief Operating Officer and a director of the Company.
<PAGE>
CUSIP No. 141834200 Page 5 of 6 Pages
Item 7. Material to be Filed as Exhibits
Ex-99 Agreement between the Company and Ronald Jenkins dated
September 28, 1998.
<PAGE>
CUSIP No. 141834200 Page 6 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: September 23, 1998 /s/ RON JENKINS
----------------------------
Name: RON JENKINS
July 28, 1998
Caribbean Cigar Company
8305 N.W. 27TH Street
Suite 111
Miami, Florida 33122
Gentlemen:
This letter shall serve to memorialize an agreement (the "Agreement")
made on July 28, 1998, between Caribbean Cigar Company (the "Company") and Mr.
Ron Jenkins, or assigns ("Jenkins"). Pursuant to the terms of the Agreement the
Company and Jenkins have agreed that: (i) Jenkins will facilitate the
consummation of an agreement between the Company and SJI Wholesale, Inc. ("SJI")
whereby the Company would grant SJI the exclusive right to market the Company's
products in the United States for which the Company would extend to SJI its
normal distributor pricing which is a 20% discount of its published wholesale
price subject to adjustment; (ii) Jenkins will attempt to arrange for the
purchase of cigars manufactured for SJI by the Company; (iii) Jenkins will
arrange for SJI to purchase certain of the inventory of the Company listed on
Exhibit A hereto subject to minor modification for $500,000 (without interest)
to be paid $10,000 per week directly to Finova Capital Corporation; (iv) on the
date hereof Jenkins will wire $25,000 cash into the Company to cover payroll;
and (v) Jenkins will assist the Company in either restructuring or repaying its
debt obligations with Finova, including a potential guarantee of the Loan by
Jenkins personally.
In consideration for the services to be performed by Jenkins, the
Company agrees to issue (the "Issuance") Jenkins 1,000,000 shares of preferred
stock ("Preferred Shares") of the Company with 19.9% of such Preferred Shares
entitling Jenkins to four votes per share immediately and the remaining 80.1% of
the Preferred Shares entitling Jenkins to four votes per share upon the Company
obtaining majority shareholder approval for the Issuance. Each Preferred Share
is convertible (the "Conversion") into four shares of common stock of the
Company (on a post reverse stock split basis) at a conversion price of $.80 per
share for an aggregate of $800,000 which conversion must be effected by Jenkins
on or prior to 48 months from the date of issuance (the "Conversion Period"). In
the event such Conversion does not occur within the Conversion Period, Jenkins
must immediately return the unconverted portion of the Preferred Shares to the
Company. The Company also agrees to appoint Jenkins Chief Operating Officer and
Executive Vice President of the Company and J.D. Jenkins as Chief Executive
Officer and President of the Company. In addition, Jenkins, J.D. Jenkins, and
two additional individuals to be selected by Jenkins, will be appointed to the
Board of
<PAGE>
Directors of the Company. The Company shall also accept the resignation of Kevin
Doyle as Vice President and Director.
The parties hereto acknowledge that the foregoing terms of the
Agreement are binding as further evidenced by the corporate resolutions adopted
by the Company on July 26, 1998; however, that definitive documents more
specifically defining the terms set forth herein will be prepared and executed
by the parties. If the foregoing accurately sets forth the agreement between the
parties, please indicate your acceptance by signing in the space provided below
and returning a copy to the undersigned.
Very truly yours,
/s/ Ron Jenkins
----------------------
Ron Jenkins
ACCEPTED AND AGREED TO
THIS 28TH DAY OF JULY, 1998.
CARIBBEAN CIGAR COMPANY
By: /s/ Edward Williams
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Edward Williams, President
/s/ Kevin Doyle
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Kevin Doyle, Vice President
and Director
