SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Coyote Sports, Inc.
(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
224071100
(Cusip Number)
D. Reagan Horton
Paragon Coyote Texas Ltd.
307 West Seventh Street
Suite 1210
Fort Worth, Texas 76102
(817) 810-0014
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 1, 1999
(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(e), 13d-1(f) or 13d-1(g), 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.
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 ("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).
**The total number of shares reported herein is 1,207,692, which constitutes
approximately 20.9% of the total number of shares outstanding. All ownership
percentages set forth herein assume that there are 5,777,692 shares outstanding.
<PAGE>
1. Name of Reporting Person:
Paragon Coyote Texas Ltd.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: OO
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 1,207,692 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,207,692 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,207,692 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 20.9%
14. Type of Reporting Person: PN
- ------------
(1) Power is exercised through its sole general partner, Paragon Management
Group, Inc.
(2) Assumes exercise in full of Paragon Coyote Texas Ltd.'s option to acquire
up to 521,739 shares of the Stock. See Item 6.
<PAGE>
1. Name of Reporting Person:
Paragon Management Group, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 1,207,692 (1)(2)(3)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,207,692 (1)(2)(3)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,207,692 (2)(3)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 20.9%
14. Type of Reporting Person: CO
- -------------
(1) Acting through its co-Presidents, D. Ryan Horton and D. Reagan Horton.
(2) Solely in its capacity as the sole general partner of Paragon Coyote Texas
Ltd.
(3) Assumes exercise in full of Paragon Coyote Texas Ltd.'s option to acquire
up to 521,739 shares of the Stock. See Item 6.
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
the undersigned hereby amend their Schedule 13D Statement dated March 30, 1998,
as amended by Amendment No. 1 thereto dated October 13, 1998, by Amendment No. 2
thereto dated February 5, 1999, by Amendment No. 3 thereto dated February 16,
1999, and by Amendment No. 4 thereto dated July 2, 1999 (the "Schedule 13D"),
relating to the Common Stock, Par Value $0.001 Per Share (the "Stock"), of
Coyote Sports, Inc., a Nevada corporation (the "Issuer") Unless otherwise
indicated, all defined terms used herein shall have the same meanings
respectively ascribed to them in the Schedule 13D.
Item 1. SECURITY AND ISSUER.
No material change.
Item 2. IDENTITY AND BACKGROUND.
Paragraph (a) of Item 2 hereby is partially amended by adding at the end
thereof the following:
Effective September 1, 1999, MAP resigned as an officer and the sole
director of Paragon and will not be a Reporting Person for this and future
filings on Schedule 13D. As used hereinafter, the term "Reporting Persons"
shall not include MAP. D. Reagan Horton ("DRH") and D. Ryan Horton ("DH") have
been elected directors of Paragon. In addition, DRH has been elected to the
positions of President and Secretary of Paragon and DH has been elected to the
positions of Vice President and Treasurer of Paragon.
Pursuant to Instruction C to Schedule 13D, information is included herein
with respect to the following persons (collectively, the "Controlling Persons"):
Terrell Horton ("TH"), DRH and DH.
Paragraphs (b)-(c) of Item 2 are hereby amended by adding at the end
thereof the following:
Pursuant to Instruction C to Schedule 13D of the Act, the name, residence
or business address, and present principal occupation or employment of each
director, executive officer or controlling person of Paragon are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
DRH 307 W. Seventh St. President of Paragon
Suite 1210
Ft. Worth, Texas 76102
DH 307 W. Seventh St. Vice President of
Suite 1210 Paragon
Ft. Worth, Texas 76102
TH 1200 Noble Way Not presently
Flower Mound, Texas 75022 employed (Retired)
TH serves as the sole trustee of the Donald Ryan Horton Trust and the Douglas
Reagan Horton Trust (together, the "Trusts"). The Trusts collectively own all
of the outstanding common stock of Paragon. Accordingly, TH may be deemed to be
a controlling person of Paragon.
Paragraphs (d)-(f) of Item 2 are hereby amended in their entireties, as
follows:
(d) None of the entities or persons identified in this Item 2 has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
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 finding any violation with respect to such laws.
(f) All of the natural persons identified in this Item 2 are citizens of
the United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No material change.
Item 4. PURPOSE OF TRANSACTION.
No material change.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety as follows:
(a)
Reporting Persons
THE PARTNERSHIP
The aggregate number of shares that the Partnership owns beneficially,
pursuant to Rule 13d-3(d)(1)(i) of the Act, is 1,207,692, which constitutes
approximately 20.9% of the outstanding shares of the Stock.
PARAGON
Because of its position as the sole general partner of the Partnership,
Paragon may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 1,207,692 shares of the Stock, which constitutes approximately 20.9% of
the outstanding shares of the Stock.
Controlling Persons
Except for the shares of the Stock reported herein as being beneficially
owned by the Partnership, which shares the Controlling Persons may be deemed to
beneficially own as a result of their respective positions as controlling
persons of Paragon (the sole general partner of the Partnership), none of the
Controlling Persons beneficially own any shares of the Stock.
To the best of the knowledge of each of the Reporting Persons, other than
as set forth above, none of the persons named in Item 2 herein is the beneficial
owner of any shares of the Stock.
(b)
Reporting Persons
THE PARTNERSHIP
Acting through its sole general partner and assuming exercise in the full
of the Unifiber Option, the Partnership has the sole power to vote or to direct
the vote or to dispose or to direct the disposition of 1,207,692 shares of the
Stock.
PARAGON
Acting through its President and in its capacity as the sole general
partner of the Partnership, and assuming exercise in the full of the Unifiber
Option, Paragon has the sole power to vote or to direct the vote or to dispose
or to direct the disposition of 1,207,692 shares of the Stock.
Controlling Persons
Except for the shares of the Stock reported herein as being beneficially
owned by the Partnership, with respect to which shares the Controlling Persons
may be deemed to exercise voting and dispositive control as a result of their
respective positions as controlling persons of Paragon (the sole general partner
of the Partnership), none of the Controlling Persons have any power to vote or
to direct the vote or to dispose or to direct the disposition of any shares of
the Stock.
(c) To the best of the knowledge of each of the Reporting Persons, none of
the persons named in response to paragraph (a) has effected any transactions in
the Stock during the past 60 days.
(d) Each of the Reporting Persons affirms that no person other than such
Reporting Person has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares owned by such
Reporting Person.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
No material change.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(k)(1)(iii).
<PAGE>
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.
DATED: September 20, 1999
PARAGON COYOTE TEXAS LTD.,
a Texas limited partnership
By: Paragon Management Group, Inc.,
a Texas corporation,
General Partner
By:_/s/ D. Reagan Horgon ______________
D. Reagan Horton, President
PARAGON MANAGEMENT GROUP, INC.,
a Texas corporation, General Partner
By:_/s/ D. Reagan Horton_______________
D. Reagan Horton, President
<PAGE> EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement pursuant to Rule 13d-1(k)(1)(iii), filed herewith
Exhibit 99.1
Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules
and Regulations of the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, the undersigned agrees that the statement to
which this Exhibit is attached is filed on behalf of each of them in the
capacities set forth below.
PARAGON COYOTE TEXAS LTD.,
a Texas limited partnership
By: Paragon Management Group, Inc.,
a Texas corporation,
General Partner
By:_/s/ D. Reagan Horton____________
D. Reagan Horton, President
PARAGON MANAGEMENT GROUP, INC.,
a Texas corporation, General Partner
By:_/s/ D. Reagan Horton ___________
D. Reagan Horton, President
