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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Hertz Technology Group, Inc.
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(Name of issuer)
Common Stock, par value $0.001 per share
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(Title of class of securities)
0-21679
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(CUSIP number)
Daniel Dror
Acqueren, Inc.
601 Hanson Rd., Kemah, TX 77565
281-334-4764
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(Name, address and telephone number of person authorized
to receive notices and communications)
December 31, 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 / /.
Check the following box if a fee is being paid with the statement / /.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
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.
(Continued on following pages)
Page 1 of 4 Pages
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(1) 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 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).
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CUSIP No. 0-21679 13D Page 2 of 4 Pages
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(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons
Acqueren, Inc. 13-3870908
Daniel Dror & Company, Inc. 76-0413985
Erick Friedman
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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
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(4) Source of Funds*
Acqueren, Inc. WC
Erick Friedman 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
Acqueren, Inc. - Delaware Corporation
Daniel Dror & Company, Inc. - Texas Corporation
Erick Friedman - U.S.
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(7) Sole Voting Power
Acqueren, Inc. 93,000
Erick Friedman 10,000
NUMBER OF --------------------------------------------------
SHARES (8) Shared Voting Power
BENEFICIALLY
OWNED BY --------------------------------------------------
EACH (9) Sole Dispositive Power
REPORTING Acqueren, Inc. 93,000
PERSON WITH Erick Friedman 10,000
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(10) Shared Dispositive Power
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
Acqueren, Inc., 93,000
Erick Friedman 10,000
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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)
9.7%
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(14) Type of Reporting Person*
Acqueren, Inc. CO
Daniel Dror & Company, Inc. CO
Erick Friedman IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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STATEMENT PURSUANT TO RULE 13D
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES AND EXCHANGE ACT OF 1934
ITEM 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this statement
relates is common stock, par value $0.001 per share (the "Common Stock") of
Hertz Technology Group, Inc. ("HERZ") (the "Issuer"), a Delaware
corporation, 75 Varick St., 11th Floor, New York, NY 10013.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The reporting entities under this Form 13D are Acqueren Inc.,
a Delaware corporation, Erick Friedman and Daniel Dror & Company, Inc., a
Texas corporation, together the preceding entities are collectively sometimes
referred to as the "Reporting Persons." The Reporting Persons are making
this single, joint filing because they may be deemed to constitute a "group"
within the meaning of Section 13(d)(3) of the Securities Exchange Act of
1934. Erick Friedman has served as director of American International
Industries, Inc. since May 1998. Since 1989, Mr. Friedman has been employed
by Yale University School of Music as a professor of music. Since 1968, Mr.
Friedman has invested in various companies.
(b) Acqueren, Inc. is principally engaged in investments.
Acqueren, Inc. is wholly-owned subsidiary of American International Industries,
Inc. Its principal office is located at 601 Hanson Road, Kennah, Texas 77565.
(c) Daniel Dror & Company, Inc. is principally engaged in
investments. Its principal office is located at 601 Hanson Road, Kemah, Texas
77565.
(d) The name and principal occupation or employment of the
directors, executive officers and controlling persons of Acqueren, Inc.
are set forth below (the business address of all the following persons is 601
Hanson Rd., Kemah, Texas 77565):
Daniel Dror is the chairman of the board, president, and chief
executive officer of Acqueren, Inc. Mr. Dror has served as chairman of the
board and chief executive officer of American International Industries, Inc.
since September 1997. Since September 1993, Mr. Dror has served as chairman
of the board and chief executive officer of Daniel Dror and Company, Inc. an
investment and business management company.
John W. Stump III is a director, the vice president, and chief
financial officer of Acqueren, Inc. Mr. Stump has served as chief financial
officer of American International Industries, Inc. since August 1998.
Rebekah Laird-Ruthstrom is the secretary and treasurer of
Acqueren, Inc. Ms. Laird-Ruthstrom has served as secretary, treasurer, and
executive assistant secretary of American International Industries, Inc.
since February 1998. Since September 1993, Ms. Laird-Ruthstrom has served as
assistant secretary, treasurer, and executive assistant of Daniel Dror and
Company, Inc.
Jack Talan is a director of Acqueren, Inc. Mr. Talan has served
as director of American International Industries, Inc. since September 1997.
Since 1995, Mr. Talan has been a director of Microtel International, Inc., a
public company. Since March 1993, Mr. Talan has been a director of World
Wide Collectibles, a public company which markets a system designed to assure
and protect the integrity of limited edition collectibles. Since 1990, Mr.
Talan has been the principal and president of Jack Talan, Inc., a sales and
marketing consulting company.
The name, business address, principal occupation or employment
of each director, executive officer and controlling person of Daniel Dror
& Company, Inc. is set forth below (the business address of all the following
persons is 601 Hanson Rd., Kemah, Texas 77565):
Daniel Dror is the chairman of the board, president, and chief
executive officer of Acqueren, Inc. Mr. Dror has served as chairman of the
board and chief executive officer of American International Industries, Inc.
since September 1997. Since September 1993, Mr. Dror has served as chairman
of the board, president, and chief executive officer of Daniel Dror and
Company, Inc. an investment and business management company.
Pat Strong is the secretary of Daniel Dror and Company, Inc. Mr.
Strong is an attorney.
Rebekah Laird-Ruthstrom is the secretary and treasurer of
Acqueren, Inc. Ms. Laird-Ruthstrom has served as secretary, treasurer, and
executive assistant secretary of American International Industries, Inc.
since February 1998. Since September 1993, Ms. Laird-Ruthstrom has served as
assistant secretary, treasurer, and executive assistant of Daniel Dror and
Company, Inc.
The above individuals are citizens of the United States.
(e) During the past five years, neither of the Reporting
Persons nor any of the individuals listed above has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(f) During the past five years, neither of the Reporting Persons
nor any of the individuals listed above has 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.
ITEM 3. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATIONS.
Acqueren, Inc., acquired 93,000 shares of Common Stock for a
consideration of $154,337, from working capital.
Erick Friedman acquired 10,000 shares of Common Stock for a
consideration of $22,794 from personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person acquired and continue to hold the
securities of the Issuer for investment purposes. Depending on market
conditions and other factors that each of the Reporting Persons may deem
relevant to its investment decision, such Reporting Person may purchase
additional shares of Common Stock in the open market or in private
transactions. Depending on these same factors, the Reporting Person may sell
all or a portion of the shares of the Common Stock that it now owns or
hereafter may acquire on the open market or in private transactions. The
Reporting Person may determine that it would be in the best interest of the
Reporting Person and the other shareholders of the Issuer for the Reporting
Person to attempt to achieve a position of maximum influence in and/or to
obtain control of the Issuer, in order to protect and/or enhance its
investment. As such the Reporting Persons have had preliminary negotiations
with the Issuer with respect to a possible business combination. However, no
definitive agreements have been reached, and there can be no assurance that
any such combination will occur. Accordingly, the Reporting Person reserves
the right to take any and all action it deems appropriate for such protection
or enhancement of, or otherwise in connection with, its investment.
Except as set forth in this Item 4, the Reporting Persons do
not have any present plans or proposals which relate to or would result in:
(i) a sale or transfer of a material amount of assets of the Issuer or of
any of its subsidiaries, (ii) any change in the present board of directors
or management of the Issuer, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies on the board,
(iii) any material change in the present capitalization or dividend policy of
the Issuer, (iv) any other material change in the Issuer's business or
corporate structure, (v) changes in the Issuer's charter, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person, (vi) causing a class
of securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association, (vii) a
class of equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, or (viii) any action similar to any of those enumerated above.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
a) Acqueren, Inc. is the beneficial owner of an aggregate of 93,000
shares of the Common Stock of the Issuer, or 8.7% of the outstanding
Common Stock.
Erick Friedman is the beneficial owner of an aggregate of 10,000
shares of the Common Stock, or 1% of the outstanding Common Stock.
b) The number of shares of Common Stock as to which there is sole power
to vote or to direct a vote, shared power to vote or to direct the
vote, sole power to dispose or direct the disposition, or shared
power to dispose or direct the disposition for the Reporting Persons
is set forth in the cover pages hereto, and such information is
incorporated herein by reference.
c) See Exhibit 99.2.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Daniel Dror & Company, Inc. has entered into a Consulting Agreement
with the Issuer for a period of one year terminating December 31, 1999. In
exchange for services rendered to the Issuer, Daniel Dror & Company, Inc.
received a warrant to purchase 100,000 shares of Common Stock at an exercise
price of $2.50 per share. At the date of this filing these shares were not
considered to be beneficially owned pursuant to Rule 13d-3.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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<CAPTION>
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
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<S> <C>
Exhibit 99.1 Joint Filing Agreement
Exhibit 99.2 Item 5(c) - Description of Transactions
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After reasonable inquiry and to the best of its knowledge and belief,
the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.
DATED: January 12, 1999 ACQUEREN, INC.
/s/ Daniel Dror
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By: Daniel Dror, President
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EXHIBIT 99.1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act
of 1934, as amended, the undersigned agree that the Statement to which this
Exhibit is attached is filed on behalf of each of them.
Dated: January 12, 1999
ACQUEREN, INC.
By: /s/ Daniel Dror
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Daniel Dror, Chairman and
Chief Executive Officer
DANIEL DROR & COMPANY, INC.
By: /s/ Daniel Dror
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Daniel Dror, President
Erick Friedman
By: /s/ Erick Friedman
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Erick Friedman
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EXHIBIT 99.2
ITEM 5 (c) - DESCRIPTION OF TRANSACTIONS
<TABLE>
<CAPTION>
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TRADE SHARES
DATE BOUGHT PRICE COST
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<S> <C> <C> <C> <C>
11/03/98 33,333 Purchased in Open Market
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11/03/98 500 1.2500 $ 625.00
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11/03/98 500 1.3125 $ 656.25
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11/03/98 500 1.4375 $ 718.75
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11/03/98 100 1.7188 $ 171.88
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11/03/98 3,500 1.4688 $ 5,140.63
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11/09/98 3,200 2.1250 $ 6,800.00
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11/04/98 1,000 2.2500 $ 2,250.00
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11/04/98 600 2.3750 $ 1,425.00
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11/04/98 400 2.4375 $ 975.00
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11/04/98 500 1.9375 $ 968.75
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11/04/98 1,067 2.1563 $ 2,300.72
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12/30/98 2,000 1.5000 $ 3,000.00
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12/31/98 500 1.8750 $ 937.50
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12/31/98 100 1.15/16 $ 193.75
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12/31/98 2,000 2.0000 $ 4,000.00
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12/31/98 2,400 2.1/16 $ 4,950.00
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12/31/98 1,000 1.5938 $ 1,593.80
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12/31/98 500 1.5313 $ 765.65
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12/31/98 2500 1.9/16 $ 3,966.75
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01/04/99 4000 2.9055 $11,622.00
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01/04/99 3800 2.9836 $11,337.68
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01/04/99 4000 2.9672 $11,868.80
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01/04/99 4000 2.9016 $11,606.40
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01/04/99 4000 2.9688 $11,875.20
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01/04/99 3000 3.0917 $ 9,275.10
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01/05/99 1000 3.1/16 $ 3,062.50
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01/05/99 1000 3.3/16 $ 3,187.50
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01/05/99 1000 3.25 $ 3,250.00
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01/07/99 1000 3.5/16 $ 3,312.50
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01/11/99 10,000 3.25 $32,500.00 Purchased in Private Transaction
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93,000 TOTAL
12/30/98 3,000 1.17/32 $ 4,593.75 Erick Friedman Purchased in Open Market
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12/31/98 7,000 2.6 $18,200.00
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10,000 TOTAL
</TABLE>
