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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1(b) AND (c) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(AMENDMENT NO. 2)(1)
Phoenix International Ltd., Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
719078-10-7
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(CUSIP Number)
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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 the disclosures provided in a prior cover page.
The information required in 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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Schedule 13G
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CUSIP No. 719078-10-7 Page 2 of 5 Pages
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1 NAMES OF REPORTING PERSONS Bahram Yusefzadeh
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b)
N/A
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
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NUMBER OF 5 SOLE VOTING POWER 1,378,803
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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6 SHARED VOTING POWER 348
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7 SOLE DISPOSITIVE POWER 1,378,803
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8 SHARED DISPOSITIVE POWER 348
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,379,151
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
The amount in Row 9 includes 348 shares held by Mr. Yusefzadeh's
daughter, as to which Mr. Yusefzadeh disclaims beneficial ownership. [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.0%
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12 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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1(a). Name of Issuer:
Phoenix International Ltd., Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
500 International Parkway
Heathrow, FL 32746
Item 2(a). Name of Person Filing:
Bahram Yusefzadeh
Item 2(b). Address of Principal Business Office or, if none, Residence:
500 International Parkway
Heathrow, FL 32746
Item 2(c). Citizenship:
U.S.
Item 2(d). Title of Class of Securities:
Common Stock, par value $.01 per share
Item 2(e). CUSIP Number:
719078-10-7
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b), check whether the person filing is a:
N/A
Item 4. Ownership
(a) Amount Beneficially Owned:
Mr. Yusefzadeh beneficially owns 1,379,151 shares. This amount
includes: (i) 920,276 shares of Common Stock currently held by Mr.
Yusefzadeh in his individual capacity (of which 2,000 shares were
purchased in February of 1999); (ii) options to acquire 92,343 shares
that are currently exercisable at an exercise price of $3.16 per share;
(iii) options to acquire 3,000 shares that are currently exercisable at
an exercise price of $8.00 per share; (iv) options to acquire 3,000
shares that are currently exercisable at an exercise price of $14.09
per share; (v) options to acquire 7,500 shares that are currently
exercisable at a price of $9.83 per share; (vi) options to acquire
6,000
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shares that are currently exercisable at a price of $18.50 per share;
(vii) 348 shares held by Mr. Yusefzadeh's daughter; (viii) 55,143
shares held by the Bahram and Laury Yusefzadeh Charitable Remainder
Trust, of which Mr. Yusefzadeh is a director; and (ix) 291,541 shares
held by the Yusefzadeh Family Limited Partnership, of which Mr.
Yusefzadeh is the general partner. Mr. Yusefzadeh disclaims beneficial
ownership with respect to the 348 shares held by his daughter.
(b) Percent of Class
16.0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
1,378,803
(ii) shared power to vote or to direct the vote:
348
(iii) sole power to dispose or to direct the
disposition of:
1,378,803
(iv) shared power to dispose or to direct the
disposition of:
348
Item 5. Ownership of Five Percent or Less of a Class:
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
Dividends or proceeds from the sale of 348 shares would be
distributed to Mr. Yusefzadeh's daughter; dividends or proceeds from the sale of
the 291,541 shares owned by the Yusefzadeh Family Limited Partnership would be
distributed to the partners of such partnership.
Item 7. Identification and Classification of the Subsidiary which
Acquired the Security being Reported on by the Parent Holding
Company.
N/A
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Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
Not applicable. Not filed pursuant to Rule 13d-1(b).
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.
February 12, 1999
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(Date)
/s/ Bahram Yusefzadeh
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(Signature)
Bahram Yusefzadeh
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(Name/Title)
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