UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Industri-Matematik International Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
455792 10 1
(CUSIP Number)
*The remainder of this cover page shall be filed out for a
reporting person's initial filing on this form with respect to
the subject of securities, and for any subsequent amendment
containing information which would alter the disclosure 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 ("Act") 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. 455792 10 13G Page 1 of 1 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SP Contract Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF 5 SOLE VOTING POWER
SHARES 3,067,017
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 3,067,017
PERSON 8 SHARED DISPOSITIVE POWER
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,067,017 Shares**
** On June 28, 1999, the Reporting Person acquired 3,067,017
shares from Martin Leimdorfer in a private transaction in
exchange for a deferred variable annuity which, because of its
deferred and variable nature, cannot be valued currently. The
Reporting Person has the power to vote and to control the
disposition of the transferred securities, but because the value
of the annuity depends on the value of the securities, Dr.
Leimdorfer may be deemed to have indirect beneficial ownership of
those securities for purposes of Section 16 of the Act.
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.5%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Item 1.
(a) Name of Issuer: Industri-Matematik International Corp.
(b) Address of Issuer's Principal Executive Offices:
Industri-Matematik International Corp.
901 Market Street
Suite 475
Wilmington, DE 19801
Item 2.
(a) Name of Person Filing: SP Contract Ltd.
(b) Address of Principal Business Offices, or if none,
Residence: P.O. Box 146
Road Town, Tortola
(c) Citizenship: British Virgin Islands
(d) Type of Class of Securities: Common Stock
(e) CUSIP Number: 455792 10 1
Item 3. If this Statement is Filed Pursuant to Rule 13(d)-1(b),
or 13d-2(b), check whether the person filing is a:
Not applicable.
Item 4. Ownership
(a) Amount Beneficially Owned: 3,067,017 Shares (On June 28,
1999, the Reporting Person acquired 3,067,017 shares from Martin
Leimdorfer in a private transaction in exchange for a deferred
variable annuity which, because of its deferred and variable
nature, cannot be valued currently. The Reporting Person has the
power to vote and to control the disposition of the transferred
securities, but because the value of the annuity depends on the
value of the securities, Dr. Leimdorfer may be deemed to have
indirect beneficial ownership of those securities for purposes of
Section 16 of the Act.)
(b) Percent of Class: 9.5%
(c) Number of Shares as to which such Person has:
(i) sole power to vote or to direct the vote: 3,067,017
(ii) shared power to vote or to direct the vote: -0-
(iii) sole power to dispose or to direct the disposition of:
3,067,017
(iv) shared power to dispose or to direct the disposition
of: -0-
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person
On June 28, 1999, the Reporting Person acquired 3,067,017
shares from Martin Leimdorfer in a private transaction in
exchange for a deferred variable annuity which, because of its
deferred and variable nature, cannot be valued currently. The
Reporting Person has the power to vote and to control the
disposition of the transferred securities, but because the value
of the annuity depends on the value of the securities, Dr.
Leimdorfer may be deemed to have indirect beneficial ownership of
those securities for purposes of Section 16 of the Act.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent
Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the
Group
Not applicable
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
Not applicable.
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.
July 7, 1999
Date
SP CONTRACT LTD.
By:/s/ MARTIN EGLI
Martin Egli,Director
By:/s/ BRUNO SCHAFFHAUSER
Bruno Schaffhauser,Director
