SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
STRATESEC Incorporated
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
862972 10 8
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*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 ("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).
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CUSIP No. 862972 10 8 13G Page 2 of 10
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KuwAm Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER
EACH 1,814,127(1)
REPORTING
PERSON 7. SOLE DISPOSITIVE POWER
WITH 0
8. SHARED DISPOSITIVE POWER
1,814,127(1)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,814,127(1)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
29.7%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
(1) This amount consists of 1,656,333 shares held by Special Situation
Investment Holdings, Ltd. ("SSIH") and 157,794 shares held by Special Situation
Investment Holdings, L.P. II ("SSIH II"). KuwAm Corporation ("KuwAm") is the
general partner of SSIH and SSIH II. KuwAm disclaims beneficial ownership of
such shares.
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CUSIP No. 862972 10 8 13G Page 3 of 10
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Special Situation Investment Holdings, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF 5. SOLE VOTING POWER
SHARES 1,656,333
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER
EACH 0
REPORTING
PERSON 7. SOLE DISPOSITIVE POWER
WITH 1,656,333
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,656,333
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
27.1%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP No. 862972 10 8 13G Page 4 of 10
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wirt D. Walker, III
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5. SOLE VOTING POWER
SHARES 278,302
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER
EACH 1,892,520(2)
REPORTING
PERSON 7. SOLE DISPOSITIVE POWER
WITH 278,302
8. SHARED DISPOSITIVE POWER
1,892,520(2)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,170,822(2)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
35.5%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
(2) Includes 1,656,333 shares held by SSIH and 157,794 shares held by
SSIH II. Mr. Walker is the Managing Director of KuwAm, which is the general
partner of SSIH and SSIH II. Also includes 65,060 shares held in a custodial
account for Mr. Walker's son and 5,000 shares held in trust, of which Mr. Walker
is trustee, for the benefit of his mother. Mr. Walker disclaims beneficial
ownership of such shares. Also includes options to purchase 8,333 shares held by
Mr. Walker.
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CUSIP No. 862972 10 8 13G Page 5 of 10
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mishal Y.S. Al Sabah
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Kuwait
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER
EACH 2,192,227(3)
REPORTING
PERSON 7. SOLE DISPOSITIVE POWER
WITH 0
8. SHARED DISPOSITIVE POWER
2,192,227(3)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,192,227(3)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
35.8%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
(3) Consists of 1,656,333 shares held by SSIH, 157,794 shares held by
SSIH II, 366,707 shares held by Fifth Floor Company for General Trading and
Contracting ("Fifth Floor"), and 3,060 shares held by Mr. Al Sabah's son. Mr. Al
Sabah is the Chairman of KuwAm, which is general partner of SSIH and SSIH II,
and Chairman of Fifth Floor. Mr. Al Sabah disclaims beneficial ownership of such
shares. Also includes options to purchase 8,333 shares held by Mr.
Al Sabah.
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CUSIP No. 862972 10 8 13G Page 6 of 10
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This Schedule 13G is filed on behalf of each of the Reporting Persons named
herein pursuant to Rule 13d-1(c) and Rule 13d-1(f)(1) under the Securities
Exchange Act of 1934, as amended.
Item 1. (a) Name of Issuer:
STRATESEC Incorporated
(b) Address of Issuer's Principal Executive Offices:
50 Tice Boulevard
Woodcliff Lake, New Jersey 07675
Item 2. (a) Names of Persons Filing:
1. KuwAm Corporation
2. Special Situation Investment Holdings, Ltd.
3. Wirt D. Walker, III
4. Mishal Y.S. Al Sabah
(b) Address of Principal Business Office of each of the
Reporting Persons:
2600 Virginia Avenue, N.W.
Suite 900
Washington, D.C. 20037
(c) Citizenship of Each of the Reporting
Persons: 1. KuwAm Corporation - Delaware
corporation
2. SSIH - District of Columbia limited partnership
3. Wirt D. Walker, III - United States
4. Mishal Y.S. Al Sabah - Kuwait
(d) Title of Class of Securities: Common Stock, par value
$0.01 per share
(e) CUSIP Number: 862972 10 8
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
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the Act
(d) [ ] Investment Company registered under section 8 of
the Investment Company Act
(e) [ ] Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974
or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F)
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CUSIP No. 862972 10 8 13G Page 7 of 10
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(g) [ ] Parent Holding Company, in accordance with Section
240.13d-1(b)(1)(ii)(G)
(h) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
Item 4. Ownership.
(a) Amount Beneficially Owned:
1. KuwAm Corporation - 1,814,127 shares 2.
SSIH - 1,656,333 shares 3. Wirt D. Walker, III -
2,170,822 shares 4. Mishal Y.S. Al Sabah - 2,192,227
shares
(b) Percent of Class:
1. KuwAm Corporation - 29.7% 2. SSIH - 27.1%
3. Wirt D. Walker, III - 35.5% 4. Mishal Y.S. Al
Sabah - 35.8%
(c) Number of shares as to which such person has: 1.
KuwAm Corporation
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 1,814,127
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of:
1,814,127
2. SSIH
(i) sole power to vote or to direct the vote: 1,656,339
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of:
1,656,333
(iv) shared power to dispose or to direct the disposition of: 0
3. Wirt D. Walker III
(i) sole power to vote or to direct the vote: 286,635
(ii) shared power to vote or to direct the vote: 1,884,187
(iii) sole power to dispose or to direct the disposition of: 286,635
(iv) shared power to dispose or to direct the disposition of:
1,884,187
4. Mishal Y.S. Al Sabah
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 2,192,227
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of:
2,192,227
Item 5. Ownership of Five Percent or Less of a Class.
N/A
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CUSIP No. 862972 10 8 13G Page 8 of 10
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Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary which Acquired the
Security Being Reported on By the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
See Exhibit 1 for a description of the identity of
each Reporting Person.
Each of the Reporting Persons disclaims beneficial
ownership of all shares of Common Stock owned by any other
Reporting Person and also disclaims that a "group" within the
meaning of Rule 13d-5(b) under the Securities Exchange Act of
1934 has been or will be formed.
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
By signing below we hereby certify that, to the best
of our knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purpose or effect.
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CUSIP No. 862972 10 8 13G Page 9 of 10
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we hereby certify that the information set forth in this statement is true,
complete and correct.
Date: February 19, 1998
KuwAm Corporation
By: /s/ WIRT D. WALKER, III
Wirt D. Walker, III
Managing Director
SSIH
KuwAm Corporation
General Partner
By: /s/ WIRT D. WALKER, III
Wirt D. Walker, III
Managing Director
/s/ WIRT D. WALKER, III
Wirt D. Walker, III
/s/ poa WIRT D. WALKER, III
Mishal Y.S. Al Sabah
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CUSIP No. 862972 10 8 13G Page 10 of 10
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EXHIBIT 1
1. KuwAm Corporation is a corporation organized under the laws of Delaware and
is the general partner of SSIH and SSIH II.
2. Special Situation Investment Holdings, L.P. is a limited partnership
organized under the laws of the District of Columbia.
3. Wirt D. Walker, III is Managing Director of KuwAm and Chairman of the issuer.
4. Mishal Y.S. Al Sabah is Chairman of KuwAm and a director of the issuer.
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CUSIP No. 862972 10 8 13G Page 11 of 10
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EXHIBIT 2
Pursuant to Rule 13d-1(f)(1)(iii) under the Securities Exchange Act of
1934, as amended, each of the undersigned Reporting Persons hereby agree that
the Schedule 13G to which this agreement is an exhibit is filed with the
Securities and Exchange Commission on behalf of each of the undersigned
Reporting Persons.
Date: February 19, 1998
KuwAm Corporation
By: /s/ WIRT D. WALKER, III
Wirt D. Walker, III
Managing Director
SSIH
KuwAm Corporation
General Partner
By: /s/ WIRT D. WALKER, III
Wirt D. Walker, III
Managing Director
/s/ WIRT D. WALKER, III
Wirt D. Walker, III
Mishal Y.S. Al Sabah
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SCHEDULE 13 G POWER OF ATTORNEY
The person whose signature appears below hereby appoints Wirt D. Walker,
III as his/her true and lawful attorney-in-fact, with full power of
substitution, to sign for his/her, or in his/her name, any Schedule 13G,
amendment thereto, or agreement relating to the joint filing thereof, filed
under the Securities and Exchange Act of 1934 with U.S. Securities and Exchange
Commission in respect of shares of Common Stock of STRATESEC Incorporated hereby
ratifying and confirming his/her signature as it may be signed by said
attorney-in-fact to such Schedule 13G, amendment, or agreement thereto.
Signature: /s/ Mishal Y.S. Al Sabah
Name: Mishal Y.S. Al Sabah
Date: 2/12/98
