<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Hertz Technology Group, Inc.
--------------------------------------------------------
(Name of issuer)
Common Stock, par value $0.001 per share
--------------------------------------------------------
(Title of class of securities)
0-21679
--------------------------------------------------------
(CUSIP number)
Daniel Dror
Acqueren, Inc.
601 Hanson Rd., Kemah, TX 77565
281-334-4764
--------------------------------------------------------
(Name, address and telephone number of person authorized
to receive notices and communications)
April 22, 1999
--------------------------------------------------------
(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(e), 13d-1(f), or 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 13d-7(b) for other
parties to whom copies are to be sent.
(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).
<PAGE>
CUSIP No. 0-21679 13D
(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
- ------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) /X/
(b) / /
- ------------------------------------------------------------------------
(3) SEC Use Only
- ------------------------------------------------------------------------
(4) Source of Funds*
Acqueren, Inc. WC
Erick Friedman PF
- ------------------------------------------------------------------------
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) / /
- ------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Acqueren, Inc. - Delaware Corporation
Daniel Dror & Company, Inc. - Texas Corporation
Erick Friedman - U.S.
- ------------------------------------------------------------------------
(7) Sole Voting Power
Acqueren, Inc. 50,900
NUMBER OF -------------------------------------------
SHARES (8) Shared Voting Power
BENEFICIALLY
OWNED BY -------------------------------------------
EACH (9) Sole Dispositive Power
REPORTING Acqueren, Inc. 50,900
-------------------------------------------
(10) Shared Dispositive Power
- ------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
Acqueren, Inc., 50,900
- ------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* / /
- ------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
4.8%
- ------------------------------------------------------------------------
(14) Type of Reporting Person*
Acqueren, Inc. CO
Daniel Dror & Company, Inc. CO
Erick Friedman IN
- ------------------------------------------------------------------------
<PAGE>
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
<PAGE>
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.
As of May 4, 1999, Acqueren, Inc., owns 50,900 shares of Common Stock
purchased from working capital.
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
<PAGE>
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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Acqueren, Inc. is the beneficial owner of an aggregate of 50,900
shares of the Common Stock of the Issuer, or 4.8% of the outstanding Common
Stock.
Erick Friedman is the beneficial owner of an aggregate of 0 shares of the
Common Stock, or 0% 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.
d) n/a
e) As of May 3, 1999, the Reporting Persons ceased to be the beneficial
owners of more than 5% of the outstanding shares of Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
<PAGE>
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.
<TABLE>
<CAPTION>
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
----------- -------------------------
<S> <C>
Exhibit 99.1 Joint Filing Agreement
Exhibit 99.2 Item 5(c) - Description of Transactions
</TABLE>
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: May 5, 1999 ACQUEREN, INC.
/s/ Daniel Dror
--------------------------------
By: Daniel Dror, President
<PAGE>
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: May 5, 1999
ACQUEREN, INC.
By: /s/ Daniel Dror
------------------------------
Daniel Dror, Chairman and
Chief Executive Officer
DANIEL DROR & COMPANY, INC.
By: /s/ Daniel Dror
------------------------------
Daniel Dror, President
Erick Friedman
By: /s/ Erick Friedman
------------------------------
Erick Friedman
<PAGE>
EXHIBIT 99.2
ITEM 5 (c) - DESCRIPTION OF TRANSACTIONS
All sold in open market purchases.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------
TRADE SHARES
DATE SOLD PRICE
- -------------------------------------------------------------------
<S> <C> <C>
3/29/99 10,000 14.62
4/22/99 2,600 18.00
4/23/99 6,200 17.18
4/26/99 500 16.125
4/27/99 14,500 16.00
4/28/99 2,000 16.00
4/29/99 4,500 16.00
4/30/99 5,800 15.00
5/03/99 6,000 14.00
- -------------------------------------------------------------------
- -------------------------------------------------------------------
52,100 TOTAL
</TABLE>
