SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
Tramford International Limited
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of class of securities)
G89935-10-3
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(CUSIP Number)
Beijing Holdings Limited Henry I. Rothman, Esq.
Room 3401-3412 Parker Chapin LLP
West Tower The Chrysler Building
Shun Tak Centre 405 Lexington Avenue
200 Connaught Road Central New York, New York 10036
Hong Kong 212-704-6000
(Persons Authorized to Receive Notices and Communications)
June 30, 2000
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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 [ ]
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CUSIP NO. G89935-10-3 13D PAGE 2 OF 6 PAGES
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NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Beijing Holdings Limited
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
2 (b)
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3 SEC USE ONLY
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SOURCE OF FUNDS*
4 WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEM 2(d) OR 2(e)
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 HONG KONG
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 3,523,306
PERSON ----------------------------------------------------------
WITH 8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER
3,523,306
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10 SHARED DISPOSITIVE POWER
-0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
11 3,523,306
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
12 SHARES*
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 39.77%
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TYPE OF REPORTING PERSON*
14 CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. G89935-10-3 13D PAGE 3 OF 6 PAGES
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SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock of Tramford International
Limited ("Tramford "). Tramford executive offices are located at c/o Jing Tai
Industrial Investment Company Limited, Room 2504, West Tower, Shun Tak Centre,
200 Connaught Road Central, Hong Kong.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed by Beijing Holdings Limited ("Beijing Holdings"
or the "Reporting Person"), a Hong Kong limited company. Beijing Holdings is
principally engaged in import and export trading and investment holdings. The
address of the principal business office of Beijing Holdings, Room 3401-3412,
West Tower, Shun Tak Centre, 200 Connaught Road central, Hong Kong.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) During the last five years, neither the Reporting
Person nor any executive officer or director of the
Reporting Person has been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, neither the Reporting
Person nor any executive officer or director of the
Reporting Person has been a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such
person or entity 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 findings of any
violation with respect to such laws.
(f) Not applicable.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Nine Hundred Seventy Four Thousand Five Hundred Seventy Six shares of
Common Stock were purchased pursuant to a Sale and Purchase Agreement (the
"Agreement") dated as of June 30, 2000 between CMEC GE Capital China Industrial
Holdings Limited and Beijing Holdings. Pursuant to the Agreement, Beijing
Holdings purchased the entire interests in CMEC Ceramics Holdings Limited, which
in turn owns 974,576 shares of Common Stock of Tramford (the "Shares") in
consideration of $2,500,000 (the "Consideration") which was paid on the date of
closing as payment in full for the Shares. The Shares, together with the
2,548,730 shares previously owned by Beijing Holdings, are being pledged to Bank
of China to secure a loan of $ 2,500,000 for the payment of the consideration.
Under the Loan Agreement
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CUSIP NO. G89935-10-3 13D PAGE 4 OF 6 PAGES
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between the Bank of China and Beijing Holdings (the "Loan Agreement"), the Bank
of China shall be entitled to all power or rights with respect to the Shares as
are conferred upon mortgagees under the laws of Hong Kong in the event of a
default under said Loan Agreement.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the transaction was to purchase the Shares for
investment purposes. Except as may be provided herein or in the Agreement, the
Reporting Person does not have any other plans or proposals which would result
in: (i) an extraordinary corporate transaction, such as a merger, reorganization
or liquidation of Tramford or any of its subsidiaries; (ii) a sale or transfer
of a material amount of assets of Tramford or any of its subsidiaries; (iii) any
change in the present board of directors or management of Tramford, including
any plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board; (iv) any material change in the present
capitalization or dividend policy of Tramford; (v) any other material change in
Tramford's business or corporate structure, (vi) any changes in Tramford's
charter, by-laws or instruments corresponding thereto or other actions which may
impede the acquisition of control of Tramford by any person; (vii) causing a
class of securities of Tramford to be delisted from a national securities
exchange or cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (viii) causing a class
of equity securities of Tramford to become eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934; or (ix) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Number of Percent of
Name Shares Class
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Beijing Holdings Limited 3,523,306 39.77%
Other than pursuant to the Agreement, the Reporting Person did not
purchase shares of Common Stock of Tramford during the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
To the knowledge of the Reporting Person on the date hereof, except to
the extent set forth herein or in the Exhibit herewith, the Reporting Person
does not have any other contracts, arrangements, understandings or relationship
(legal or otherwise) with any person with respect to securities issued by
Tramford, including, but not limited to, transfer or voting of any such
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees or profits, divisions or profits or loss or the giving or
withholding of proxies.
A summary of the Agreement, which is incorporated herein by reference,
is provided in Item 4 herein.
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CUSIP NO. G89935-10-3 13D PAGE 5 OF 6 PAGES
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 - Stock Purchase Agreement
Exhibit 2 - Loan Agreement
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
the Reporting Person certifies that the information set forth in this statement
is true, complete and correct.
Dated: August 8, 2000
BEIJING HOLDINGS LIMITED
By:/s/ Yi Xi Quan
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Name: Yi Xi Quan
Title: Director
