SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 3)*
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 13, 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.
* 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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PAGE 2 OF 4
CUSIP NO. 378927 10 7
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) [ ] (b) [ ]
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 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT SHOWN IN ROW (11)
0
14 TYPE OF REPORTING PERSON
CO
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ITEM 1. SECURITY AND ISSUER
This Amendment No. 3 to Schedule 13D ("Amendment No. 2") amends the
Schedule 13D filed November 6, 1997 as amended (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.
ITEM 4. PURPOSE OF TRANSACTION
The agreement between the Company and GOGO Holdings, Inc. dated as of
April 6, 1998, terminated due to the failure of the other parties thereto to
perform their obligations thereunder.
On October 13, 1998, pursuant to a Resolution Agreement dated October
8, 1998, Erekesef sold all shares of the Company held by it to Miller, Johnson &
Kuehn, Incorporated or its designee in exchange for $100,000.
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 5. INTEREST IN SECURITIES OF ISSUER
(a) Amount beneficially owned by Erekesef: 0
Percent of Class: 0%
(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: 0
(iii) Sole power to dispose of
or direct the disposition of: 0
(iv) Shared power to dispose of
or direct disposition of: 0
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
The agreement between the Company and GOGO Holdings, Inc. dated as of
April 6, 1998, terminated due to the failure of the other parties thereto to
perform their obligations thereunder.
On October 13, 1998, pursuant to a Resolution Agreement dated October
8, 1998, Erekesef sold all shares of the Company held by it to Miller, Johnson &
Kuehn, Incorporated or its designee in exchange for $100,000.
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 10: Resolution Agreement dated as of October 9, 1998, by and between
Erekesef Securities Limited, Global One Distribution &
Merchandising Inc. and others.
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: October 16, 1998 Signed: Erekesef Securities Limited
/s/ Kevin Bermeister
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Kevin Bermeister, President
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EXHIBIT 10
RESOLUTION AGREEMENT
THIS RESOLUTION AGREEMENT is entered into by and among the parties
hereto as of October 8, 1998.
RECITALS
A. WHEREAS, as of August 1, 1997, Joseph and Susan Angard ("Angard")
and Global One Distribution & Merchandising Inc. ("Global One") entered into
various written and oral agreements (the "Angard Agreements") whereby Angard
agreed to sell certain shares of Global One's common stock ("Stock") held by
Angard, cause certain shares of Stock held by Angard to be retired, and to lend
the proceeds from the sale of Stock held by Angard to Global One, such loan to
be secured by a perfected security interest in certain assets of Global One and
its subsidiaries as collateral for such loan (the "Angard Security Interest");
and
B. WHEREAS, the Angard Agreements have since been modified such that as
of the date hereof, Angard and Global One agree that Angard (i) owns 2,077,092
shares of Stock (the "Angard Stock"); (ii) owns $250,000.00 aggregate amount of
Global One's Convertible Subordinated Secured Debentures (the "Angard
Debenture"); and is owed $337,000.00 by Global One (the "Angard Debt"), which
amount is secured by the Angard Security Interest; and
C. WHEREAS, Angard, Global One and Miller Johnson and Kuehn,
Incorporated or its designees ("MJK") desire the following: (i) Global One shall
pay Angard the sum of $124,036.00 as full satisfaction of the Angard Debt and
the obligation evidenced by the Angard Debenture; (ii) MJK shall purchase the
Angard Stock for $25,964.00; (iii) Angard shall release the Angard Security
Interest; and (iv) all parties shall release each other and their affiliates;
and
D. WHEREAS, Erekesef Securities Limited ("Erekesef") was issued Eight
Million (8,000,000) shares of Stock (the "Erekesef Stock") pursuant to a Share
Exchange Agreement, dated October 24, 1997, between Erekesef and Global One (the
"Erekesef Agreement"); and
E. WHEREAS, Erekesef is the holder of two promissory notes (the
"Erekesef Promissory Notes") evidencing a debt from Global One in favor of
Erekesef (the "Erekesef Debt") having an aggregate principal amount of
$264,000.00, each such promissory note being secured by a perfected security
interest in Global One's, and its subsidiaries, assets (the "Erekesef Security
Interests"); and
F. WHEREAS, Erekesef, Global One and MJK desire the following: (i)
Global One shall pay Erekesef the sum of $264,000.00 as full satisfaction of the
Erekesef Debt; (ii) MJK shall purchase the Erekesef Stock for $100,000.00;(iii)
Erekesef shall release the Erekesef Security Interests; and (iv) all parties
shall release each other and their affiliates; and
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G. WHEREAS, Alan Saloner ("Saloner") is the principle of Senoral, Inc.
("Senoral") and Safcor, Inc. ("Safcor," and collectively with Saloner and
Senoral, the "Senoral Parties"), and over the years, the Senoral Parties, on the
one hand, and Global One and its subsidiaries, on the other hand, have engaged
in various financing and other transactions (however, Saloner was never the
lending party in his individual capacity), including, without limitation,
various secured financings involving perfected security interests (the "Senoral
Security Interests"), purchase order financings, loans, re-financings, and
foreclosures resulting in a debt being owed from Global One to the Senoral
Parties (the "Senoral Debt"); and
H. WHEREAS, Safcor is the owner of $400,000.00 aggregate amount of
Global One's Convertible Subordinated Secured Debentures (the "Safcor
Debenture");
I. WHEREAS, the Senoral Parties and Global One desire the
following:
(i) Global One shall pay the Senoral Parties the sum of $209,239.89 as full
satisfaction of the Senoral Debt and the obligation evidenced by the Safcor
Debenture; (ii) the Senoral Parties shall release the Senoral Security
Interests; and (iii) all parties shall release each other and their affiliates;
and
J. WHEREAS, Angard and the Senoral Parties entered into an
Intercreditor Agreement which the parties wish to terminate and release all
obligations and commitments arising thereunder; and
K. WHEREAS, BEx Corp. and Kelly Russell Studios, Inc. are parties
hereto solely for purposes of the releases granted pursuant to Section 6
hereof.
NOW, THEREFORE, IN CONSIDERATION of the foregoing, the following, and
other good and valuable consideration, the sufficiency and receipt of which is
hereby acknowledged, Angard, Erekesef, the Senoral Parties, MJK and Global One
agree as follows:
AGREEMENT
1. CLOSING DATE. The closing of the transactions contemplated herein
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("Closing") shall occur on October 8, 1998 (the "Closing Date") at the
offices of Samaha Grogin, LLP, 911 E. Colorado Boulevard, Third Floor,
Pasadena, California 91106 at 10:00 a.m. or as soon thereafter as is
reasonably practicable, or as otherwise agreed by the parties hereto.
2. ANGARD MATTERS. (a) On the Closing Date, Angard shall deliver (i) a
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certificate or certificates evidencing the Angard Stock together with
an endorsed assignment thereof in the form of Exhibit 1 attached
hereto, executed in blank or as otherwise directed by MJK; (ii) a
letter acknowledging receipt of $150,000.00 from Global One and MJK
in the form of Exhibit 2 attached hereto; (iii) the Angard Debenture
together with an endorsed assignment thereof in the form of Exhibit
3 attached hereto, executed in blank or as otherwise directed by
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Global One; and (iv) a Termination Statement on Form UCC-2 releasing
the Angard Security Interest in the form of Exhibit 4 attached hereto.
(b) On the Closing date, Global One or MJK shall deliver, in
immediately available funds, the sum of $150,000.00 to Angard (the
"Angard Payment"). Such amount shall be delivered via wire transfer to
the following address:
Banking Routing Number: 122000248
Account Name: ICD, INC
Account Number: 0221780570
(c) Global One shall (i) continue to indemnify and defend Joseph Angard
for matters relating to his employment as an officer and director of
Global One and its subsidiaries (except that Global One shall not
indemnify Angard for any claim relating to any transaction involving
Richmond Brye in any manner whatsoever); (ii) provide health insurance
benefits for 45 days following the Closing Date; and (iii) settle the
American Express charge card balance so long as Angard pays their share
of the settlement. In connection with subclause (iii) above, Global One
shall retain $7,500.00 from the Angard Payment; during the week
following the Closing, Angard shall be permitted to review the amount
owing by Angard to American Express (presently calculated to be $14,631
by Global One) and if Global One agrees, then such amount shall be
adjusted; following settlement of the American Express charge card
balance, Global One shall refund any amount determined to be owing to
Angard or Angard shall pay to Global One any amount due from Angard.
(d) Angard shall return to Global One his leased automobile on or
before October 31, 1998.
3. EREKESEF MATTERS. (a) On the Closing Date, Erekesef shall deliver (i)
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a certificate or certificates evidencing the Erekesef Stock together
with an endorsed assignment thereof in the form of Exhibit 5 attached
hereto, executed in blank or as otherwise directed by MJK; (ii) a
letter acknowledging receipt of $364,000.00 from Global One and MJK
in the form of Exhibit 6 attached hereto; and (iii) a Termination
Statement on Form UCC-2 releasing the Erekesef Security Interests in
the form of Exhibit 7 attached hereto.
(b) On the Closing date, Global One or MJK shall deliver, in
immediately available funds, the sum of $364,000.00 to Erekesef. Such
amount shall be delivered via wire transfer to the following address:
Banking Routing Number: 122201444
Account Name: Kinsella, Boesch, Fujikawa & Towle
Client Trust Account: 14-072-055
4. SENORAL PARTY MATTERS. (a) On the Closing Date, the Senoral Parties
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shall deliver (i) a letter acknowledging receipt of $209,239.89 from
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Global One and MJK in the form of Exhibit 8 attached hereto; (ii) the
Safcor Debenture together with an endorsed assignment thereof in the
form of Exhibit 9 attached hereto, executed in blank or as otherwise
directed by Global One; (iii) Termination Statements on Form UCC-2
releasing the Senoral Security Interests in the form of Exhibit 10
attached hereto; and (iv) take all steps necessary to release any other
collateral (which collateral is owned by Global One) held by any of the
Senoral Parties pursuant to the Senoral Security Interests or otherwise
(except the Brye Collateral held by Senoral).
(b) On the Closing date, Global One or MJK shall deliver, in
immediately available funds, the sum of $209,239.89 to the Senoral
Parties. The Senoral Parties agree that such payment shall be made by
wire transfer to the following address:
Banking Routing Number: 122000496
Account Name: Safcor, Inc.
Account Number: 6050010498
5. Representations and Warranties. (a) Angard represents and warrants to
Global One and MJK that they have good and marketable title to, and are
the owners of, the Angard Stock, the Angard Debt, the Angard Debenture
and that none of such items is subject to any lien, encumbrance, or
other right whatsoever which would prevent, hinder or frustrate the
transactions contemplated herein.
(b) Subject to pending litigation actually known by Global One as of
the date hereof, Erekesef represents and warrants to Global One and MJK
that it has good and marketable title to, and is the owner of, the
Erekesef Stock, and the Erekesef Debt; that none of such items is
subject to any lien, encumbrance, or other right whatsoever which would
prevent, hinder or frustrate the transactions contemplated herein; and
that it has full authority and power to enter into this agreement and
consummate the transactions required by it to be performed hereunder.
(c) Subject to pending litigation actually known by Global One as of
the date hereof, the Senoral Parties represent and warrant to Global
One and MJK that they have good and marketable title to, and are the
owners of, the Senoral Debt; that the Senoral Debt is not subject to
any lien, encumbrance, or other right whatsoever which would prevent,
hinder or frustrate the transactions contemplated herein; and that each
such party has full authority and power to enter into this agreement
and consummate the transactions required by it to be performed
hereunder. Safcor represents and warrants to Global One and MJK that it
has good and marketable title to, and is the owner of, the Safcor
Debenture and that the Safcor Debenture is not subject to any lien,
encumbrance, or other right whatsoever which would prevent, hinder or
frustrate the transactions contemplated herein.
(d) MJK represents and warrants that MJK is familiar with and has
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conducted its own investigation into the operations of Global One; is
not relying upon any disclosures made or to be made by Erekesef; and
the Global One securities are not being acquired in connection with a
distribution which violates applicable federal or state securities law.
6. MUTUAL RELEASE. (a) Except for the obligations created herein,
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effective as of the Closing, each party hereto hereby releases,
acquits and forever discharges each of the other parties hereto, their
affiliates, directors, officers, shareholders, employees, accountants,
attorneys, consultants, and agents (collectively, "Affiliates") from
any and all claims, liabilities, demands actions or causes of actions
of any kind, nature or description whatsoever whether arising at law
or in equity, or upon contract or tort, or under any state or federal
law or otherwise, which he, she or it may have had, may now have or
made claim to have, or may in the future have or claim to have,
howsoever arising or acquired, against any of the others or their
Affiliates for or by reason of any act, omission, matter cause or
thing whatsoever arising from the beginning of time to and including
the date hereof, related to or arising from transactions with Global
One (except that this release shall not extend to obligations between
Global One and MJK) whether such claims, liabilities, demands,
actions, or causes of action are matured or unmatured, known or
unknown, existing or not existing, asserted or unasserted, presently
held or acquired in the future, liquidated or unliquidated, or
absolute or contingent in any way relating to the transactions
described in the Recitals hereof or otherwise occurring because of the
interactions between the parties.
(b) Each of the parties hereto acknowledges that he, she or it has been
represented by counsel in connection with this release and each of the
parties hereto specifically waives the provisions of California Civil
Code Section 1542 which states:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE
TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM, MUST
HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
(c) Each of the parties hereto represents and warrants that he, she or
it has not assigned, transferred or hypothecated or set over to any
person or entity any interest in any of the claims that are the subject
if the foregoing release.
(d) Global One acknowledges that Saloner owns shares of Stock
personally; the ownership of such shares shall not be affected by the
agreements and releases contained herein.
(e) Except for a claim or claims brought by a bankruptcy trustee or by
third-party creditors (or their representative), Global One shall
indemnify and defend the Senoral Parties in the event any claim is
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brought against the Senoral Parties by OSP Publishing, Inc.
(f) Except for a claim or claims brought by a bankruptcy trustee or by
third-party creditors (or their representative), Global One shall
indemnify and defend Erekesef in the event any claim is brought against
Erekesef by OSP Publishing, Inc.
7. FURTHER ACTIONS. (a) Each party covenants and agrees to take any
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reasonable further action requested by any other party hereto in
furtherance of the transactions contemplated herein. In connection
with the foregoing, each of Angard, Erekesef and each of the Senoral
Parties hereby appoints the President of Global One as such party's
attorney-in-fact for the purpose of signing and delivering any
document requested hereunder relating to the release of the security
interests agreed to be released hereunder which such party fails to
sign and deliver within three (3) calendar days of receipt of Global
One's request. The power of attorney granted herein is coupled with
an interest and shall be irrevocable.
(b) Global One agrees that in connection with any litigation involving
Global One and/or its subsidiaries relating to the transactions
referenced herein or the relationship between Global One and any of the
Senoral Parties or Erekesef, as the case may be, on or prior to the
date hereof in which any of the Senoral Parties or Erekesef is named as
a defendant or in which it is threatened that an action will be brought
against any of the Senoral Parties or Erekesef based upon the same
factual allegations, Global One shall not settle such litigation
unless, as a part of such settlement, Global One obtains a complete
release of the Senoral Parties and/or Erekesef, as the case may be,
reasonably acceptable to the Senoral Parties and/or Erekesef, as the
case may be.
8. Termination of Agreements. Except as specifically provided herein, all
agreements between Global One and any of Angard, Erekesef, the Senoral
Parties, or any combination of such parties, are hereby terminated and
of no further force or effect.
9. CONDITION PRECEDENT. (a) Neither Global One nor MJK shall be required
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to close the transactions contemplated herein unless Global One shall
have received any other Termination Statements on Form UCC-2 necessary
to provide a first-priority security interest to a third-party lender;
and MJK shall not be required to close the transactions contemplated
herein unless Global One receives effective resignations of Nathan
Peck, Hilton Blieden, Gary Dyne and Allan Legator from Global One's
Board of Directors.
(b) If either Global One or MJK is not required to close the
transactions contemplated herein, then, unless the such party elects to
close, the Closing shall not occur.
10. MISCELLANEOUS. (a) This Agreement may be executed in one or more
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counterparts, each of which shall constitute but one and the same
instrument.
(b) Should any portion of this Agreement be determined to be illegal or
unenforceable, all other provision nevertheless shall remain effective.
(c) This Agreement contains the entire Agreement between the parties to
this Agreement with respect to the subject matter hereof, and is
intended as a final expression of such parties' agreement with respect
to such terms as are included herein, and supersedes all negotiations,
stipulations, understandings, representations and warranties, if any,
with respect to such subject matters, which proceed or accompany the
execution of this Agreement.
(d) This Agreement shall be construed in accordance with the laws of
the State of California applicable to contracts executed and to be
performed wholly within the State of California. If any suit or action
is commenced to enforce this Agreement, the prevailing party in such
suit or action shall be entitled to receive from the losing party,
reasonable attorneys' fees and costs incurred in connection with such
suit or action.
(e) Each party shall bear its own costs and expenses incurred in
connection herewith.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first set forth above.
/S/ JOSEPH C. ANGARD
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Joseph C. Angard
/S/ SUSAN ANGARD
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Susan Angard
/S/ ALAN SALONER
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Alan Saloner
EREKESEF SECURITIES LIMITED
/S/ KEVIN BERMEISTER
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Name: KEVIN BERMEISTER
Title:
SENORAL, INC.
/S/ ALAN SALONER
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By: Alan Saloner
President
SAFCOR, INC.
/S/ ALAN SALONER
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By: Alan Saloner
President
MILLER JOHNSON & KUEHN, INCORPORATED
/S/ DAVID B. JOHNSON
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By: David B. Johnson
Executive Vice President
GLOBAL ONE DISTRIBUTION & MERCHANDISING INC.
/S/ DOUGLASS E. COY
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By: Douglass E. Coy
Chief Executive Officer
BEX CORP.
/S/ DOUGLASS E. COY
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By: Douglass E. Coy
Chief Executive Officer
KELLY RUSSELL STUDIOS, INC.
/S/ DOUGLASS E. COY
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By: Douglass E. Coy
Chief Executive Officer
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