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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
GLOBAL ONE DISTRIBUTION & MERCHANDISING INC.
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
378927 10 7
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(CUSIP Number)
Joseph P. Bartlett, Esq.
Kinsella, Boesch, Fujikawa & Towle, LLP
1901 Avenue of the Stars, 7th Fl., Los Angeles, California 90067
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 27, 1997
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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.
* 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.
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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 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act.
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CUSIP NO. 378927 10 7 PAGE 2 OF 6
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EREKESEF SECURITIES LIMITED
Social Security No.: None
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X (b)
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3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
(See response to Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 10,377,093
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
10,377,093
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,377,093
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT SHOWN IN ROW (11)
50.9%
14 TYPE OF REPORTING PERSON
CO
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ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 to Schedule 13D ("Amendment No. 1") amends
the Schedule 13D filed November 6, 1997 (the "Schedule 13D") by Erekesef
Securities Limited ("Erekesef"), a British Virgin Islands Corporation, relating
to the common stock, $.01 par value (the "Common Stock") of Global One
Distribution & Merchandising, Inc., a Delaware corporation (the "Company").
Capitalized terms used herein and not defined have the same meanings ascribed to
them in the Schedule 13D.
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ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended in its entirety as follows:
Erekesef acquired the Common Stock pursuant to the terms of a
Share Exchange Agreement, dated as of October 24, 1997 (the "Share Exchange
Agreement") by and between Erekesef and the Company. Pursuant to the Share
Exchange Agreement, the Company agreed to expand the size of the Board of
Directors of the Company to seven persons, and to appoint a total of 3 designees
of Erekesef to be directors of the Company. The Company also agreed to include
designees of Erekesef in management's nominees to be directors of the Company
and to support such nominees' election at future meetings of shareholders of the
Company. On December 10, 1997, Hilton Blieden, Roy Selwyn Bermeister and Gary
Dyne were appointed to the Board of Directors of the Company pursuant to
Erekesef's right of appointment under the Share Exchange Agreement. In addition,
on such date, Erekesef and Joseph C. Angard ("Angard") entered into a Voting
Agreement and Conditional Irrevocable Proxy pursuant to which each party agreed
to vote its shares of Common Stock as directed by holders of a majority of the
shares of Common Stock held by the parties. Erekesef owns 8,000,000 shares of
Common Stock and Erekesef has been advised and believes that Angard owns
2,377,093 shares of Common Stock (including 300,000 shares of Common Stock
subject to options exerciseable within 60 days). See Item 6. Erekesef is
currently considering the acquisition of additional shares of Common Stock, the
disposition of shares of Common Stock, and the nomination and election of
additional persons to serve on the Board of Directors of the Company; however,
Erekesef has not entered into any agreements with respect to the foregoing, or
identified potential additional directors of the Company. Except as set forth
above, Erekesef has no plans of proposal which relate or would result in any
transaction, change or event specified in clauses (a) through (j) of Item 4 of
Schedule 13D. However, Erekesef reserves the right to propose or undertake or
participate in any of the foregoing actions in the future.
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ITEM 5. INTEREST IN SECURITIES OF ISSUER
Item 5 is hereby amended in its entirety as follows:
(a) Amount beneficially owned by each of Erekesef
and Angard:
Percent of Class: 50.9%
(b) Number of shares as to which such person has:
(i) Sole power to vote or to
direct the vote: 0
(ii) Shared power to vote or
to direct the vote: 10,377,093
(iii) Sole power to dispose of
or direct the disposition of: 0
(iv) Shared power to dispose of
or direct disposition of: 10,377,093
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Item 6 is hereby amended in its entirety as follows:
On December 10, 1997, Erekesef and Joseph C. Angard ("Angard")
entered into a voting agreement and conditional irrevocable proxy pursuant to
which each party agreed to vote its shares of the Common Stock as directed by
holders of a majority of the Common Stock held by the parties. The Agreement has
a term of one year. Erekesef has no other contracts, arrangements,
understandings or relationships with respect to the Common Stock required to be
described pursuant to Item 6 of Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A: Voting Agreement and Conditional Irrevocable
Proxy dated December 10, 1997.
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SIGNATURE
After reasonable inquiry, to the best of my knowledge and belief,
I certify that the information set forth in this statement of beneficial
ownership on Schedule 13D is true, complete and correct.
DATED: December 10, 1997 Signed: Erekesef Securities Limited
/S/ KEVIN BERMEISTER
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Kevin Bermeister, President
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EXHIBIT 99.A
VOTING AGREEMENT
AND CONDITIONAL IRREVOCABLE PROXY
This Voting Agreement and Conditional Irrevocable Proxy (the
"Agreement") is entered into and effective as of December 10, 1997 by and among
Joseph C. Angard and Erekesef Securities Limited, a British Virgin Islands
Company (collectively, the "Shareholders").
R E C I T A L S
WHEREAS, the Shareholders desire to enter into an agreement to be
specifically enforceable against each of them pursuant to which they agree to
vote all shares of Common Stock of Global One Distribution & Merchandising,
Inc., a Delaware corporation (the "Company") currently held by them (the
"Shares"), in the manner and for the purpose specified herein.
A G R E E M E N T
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the Shareholders hereby agree as follows:
1. Voting Agreement. Each of the Shareholders hereby agrees, on all
matters which are submitted to the Shareholders of the Company for their
approval, to vote in the manner directed by holders of a majority of the Shares
held by the Shareholders. In the event that a Shareholder (or any transferee
described below) shall sell, transfer or assign any interest in the Shares to:
(a) a spouse, lineal ascendant or descendant, or adopted child of such
Shareholder (collectively, "Family Shareholders");
(b) any trustee of an inter vivos trust primarily for the benefit of
such Shareholder or any of such Shareholder's Family Shareholders;
(c) any executor, trustee or beneficiary of such Shareholder under his
or her will or other instrument taking effect at death or under applicable laws
of descent and distribution; or
(d) any person which, directly or indirectly, is in control of, is
controlled by or is under the common control with, or which is a member of a
group (as such term is defined in Section 13(d)(3)
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of the Securities Exchange Act of 1934, as amended) which includes, such
Shareholder (an "Affiliate"), or any person who is a director, officer or
partner of an Affiliate,
then Shareholder shall cause the transferee to agree to vote all Shares in
accordance with, and to otherwise be bound by, the terms of this Agreement. This
Agreement shall terminate with respect to any Shares sold in a bona fide
arms-length transaction to a transferee other than a transferee described above.
Except for such a transaction, each Shareholder agrees not to take any action
which would impair such Shareholder's ability to perform such Shareholder's
obligations hereunder.
2. Conditional Irrevocable Proxy. In order to secure the obligations of
the Shareholders to vote their Shares in accordance with the provisions of
Section 1 hereof, each of the Shareholders hereby appoints the other as such
Shareholder's true and lawful proxy and attorney, with full power of
substitution, to vote all of such Shareholder's Shares in accordance with the
provisions and intent of Section 1 hereof if, and only if, such Shareholder
fails to comply with the provisions of Section 1. The proxy and powers granted
by such Shareholder pursuant to this Section 2 are coupled with an interest and
are given by such Shareholder to secure such Shareholder's duties to the other
Shareholder hereunder. Such proxy shall be irrevocable for the term of this
Agreement and shall survive the death, incompetency and disability of such
Shareholder.
3. Changes in Shares. In the event that, subsequent to the date of this
Agreement, any Shares or other securities are issued on, or in exchange for, any
of the Shares, such securities shall be deemed to be Shares for purposes of this
Agreement and shall be subject to the terms and provisions hereof.
4. Representations of Shareholders. Each Shareholder hereby represents
and warrants to the other Shareholder that such Shareholder owns and has the
right to vote the Shares owned by such Shareholder, (b) has full power and
authority to enter into this Agreement and has not, prior to the date of this
Agreement, executed or delivered any proxy or entered into any other voting
agreement or similar arrangement in respect of the Shares and (c) will not take
any action inconsistent with the purposes and provisions of this Agreement.
5. Enforceability. Each Shareholder expressly agrees that this Agreement
shall be specifically enforceable against such Shareholder, in accordance with
its terms, in any court of competent jurisdiction.
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6. General Provisions.
(a) Except as expressly set forth in Section 1 hereof, all of the
covenants and agreement contained in this Agreement shall be binding upon, and
inure to the benefit of, the respective parties and their successors, assigns,
heirs, executors, administrators and other legal representatives, as the case
may be.
(b) This Agreement, and the rights of the parties hereto, shall
be governed by and construed in accordance with the laws of the State of
Delaware.
(c) This Agreement may be executed in one or more counterparts,
each of which will be deemed an original but all of which together shall
constitute one and the same instrument.
(d) This Agreement shall remain in effect for a period of one (1)
year measured from the date hereof unless sooner terminated in writing by
Shareholders owning 66-2/3% or more of the Shares subject to this Agreement.
(e) If any provision of this Agreement shall be declared void or
unenforceable by any court or administrative body of competent jurisdiction,
such provision shall be deemed to have been severed from the remainder of this
Agreement and this Agreement shall continue in all respects to be valid and
enforceable.
(f) No waivers of any breach of this Agreement extended by any
party hereto to any other party shall be construed as a waiver of any rights or
remedies of any other party hereto or with respect to any subsequent breach.
(g) If any action, suit, arbitration proceeding or other
proceeding is instituted arising out of this Agreement, the prevailing party
shall recover all of such party's costs, including, without limitation, the
court costs and attorneys' fees incurred therein, including any and all appeals
or petitions therefrom. As used herein, "attorneys' fees" shall mean the full
and actual costs of any legal services actually rendered in connection with the
matters involved, calculated on the basis of the usual fee charged by the
attorneys performing such services.
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(h) Whenever the context of this Agreement shall so require, the
use of the singular number shall include the plural and the use of any gender
shall include all genders.
IN WITNESS WHEREOF, the Shareholders have executed this Voting Agreement
as of the date first above written.
Joseph C. Angard Erekesef Securities Limited
/s/Joseph C. Angard /s/Kevin Bermeister
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