AGRI BIO SCIENCES INC
SC 13G/A, 2000-03-17
MISCELLANEOUS BUSINESS CREDIT INSTITUTION
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*


                             AGRI BIO-SCIENCES, INC.
                     ---------------------------------------
                                (Name of Issuer)

                                  Common Stock

                     ---------------------------------------
                         (Title of Class of Securities)

                                    00849V106

                     ---------------------------------------
                                 (CUSIP Number)


         Check the  appropriate box to designate the rule pursuant to which this
Schedule is filed:

[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)

         *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).

                                                 CUSIP NO. 00849V106

(1)      Names of Reporting Persons

         I.R.S. Identification Nos. of above persons (entities only)

         Lester H. Stephens

(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 of America

Number of shares beneficially owned by each reporting person with:

         (5)      Sole voting power                             290,000

         (6)      Shared voting power                                  1,118,000

         (7)      Sole dispositive power                                 290,000

         (8)      Shared dispositive power                    1,118,000

         (9)      Aggregate amount beneficially

                  owned by each reporting person              1,408,000

(10)     Check    if    the     Aggregate     Amount    in    Row    (9)
                Excludes     Certain     Shares     (See     Instructions)
         ----------------------------------------------------------

(11)     Percent of class represented by amount in Row (9)             12.4%

(12)     Type of reporting person (see instructions)                   IN



<PAGE>


Lester H. Stephens (the "Reporting Person") hereby files this Amendment No. 1 to
his Statement on Schedule 13G. This Amendment No. 1 is being filed to correct an
inadvertent  understatement,   contained  in  the  Reporting  Person's  original
Statement on Schedule  13G, of the number of shares of common  stock,  par value
$.01 per share, issued by Agri Bio-Sciences,  Inc., a Delaware  corporation (the
"Company"),  over which the Reporting Person has the shared power to vote and to
dispose of. This Amendment No. 1 merely corrects the  understatement and updates
the  Reporting  Person's  percentage  ownership  as of the  date  hereof,  while
otherwise restating the original Statement on Schedule 13G in its entirety.

Item 1(a)         Name of issuer:

                  Agri Bio-Sciences, Inc.

Item 1(b) Address of issuer's principal executive offices:

                  5211 Court of York, Houston, Texas 77069

Item 2(a)         Name of Person(s) Filing:

                  Lester H. Stephens

Item 2(b)         Address of Principal Business Office:

                  5211 Court of York, Houston, Texas 77069

Item 2(c)         Citizenship or Place of Organization:

                  United States of America

Item 2(d)         Title of Class of Securities:

                  Common Stock

Item 2(e)         CUSIP Number: 00849V106

Item 3 Not applicable.

Item 4   Ownership.  Provide the following  information  regarding the aggregate
number and  percentage of the class of securities of
                  the issuer identified in Item 1.

                  (a)      Amount Beneficially Owned:

                           1,408,000

                  (b)      Percent of class:

                           12.4%

                  (c)      Number of shares as to which such person has:

                  (i)      Sole power to vote or to direct the vote:

                           290,000

                  (ii)     Shared power to vote or to direct the vote:

                           1,118,000

                  (iii)    Sole power to dispose or to direct the disposition
                           of:

                           290,000

                  (iv)     Shared power to dispose or to direct the disposition
                           of:

                           1,118,000

Item 5   Ownership  of Five  Percent  or Less of a Class. If this  statement  is
                  being  filed to  report  the fact that as of the date hereof
                  the reporting  person has ceased to be the beneficial owner of
                  more than 5 percent of the class of securities, check the
                  following [ ].

Item 6 Ownership of More than Five Percent on Behalf of Another Person.

                  Not applicable.

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.

         Dated:  March 16, 2000


                                                   /s/ Lester H. Stephens

                                                   Lester H. Stephens

         The original  statement  shall be signed by each person on whose behalf
the  statement is filed or his  authorized  representative.  If the statement is
signed  on behalf of a person by his  authorized  representative  other  than an
executive  officer or general  partner of the  filing  person,  evidence  of the
representative's  authority to sign on behalf of such person shall be filed with
the  statement,  provided,  however,  that a power of attorney  for this purpose
which is already on file with the Commission may be  incorporated  by reference.
The name and any title of each person who signs the statement  shall be typed or
printed beneath his signature.

                                                        Note

         Schedules  filed in paper  format shall  include a signed  original and
five copies of the schedule,  including  all exhibits.  See Rule 13d-7 for other
parties for whom copies are to be sent.

                                                      Attention

         Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).



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