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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. )*
AMETECH, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
031095102
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(CUSIP Number)
Michael R. D'Appolonia
New Canaan Capital, LLC
3305 W. Spring Mountain Road, Suite 60
Las Vegas, Nevada 89102
(412) 963-6461
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
With a copy to:
Richard S. Grey
Pillsbury Madison & Sutro LLP
P.O. Box 7880
San Francisco, CA 94120-7880
(415) 983-1000
August 14, 1997
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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 13, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [_].
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
* 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).
(CONTINUED ON FOLLOWING PAGE(S))
Page 1 of 5 Pages
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CUSIP NO. 031095102
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1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS: New Canaan Capital, LLC (86-0885734)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQURIED PURSUANT TO ITEM 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION NEVADA
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7 SOLE VOTING POWER 10,367,122 (see Item 5)
NUMBER OF -----------------------------------------------------------
SHARES 8 SHARED VOTING POWER NONE
BENEFICIALLY -----------------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER 10,367,122 (see Item 5)
REPORTING -----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITVE POWER NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 10,367,122 (see Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_]
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13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 75% (see Item 5)
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 00
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Page 2 of 5 pages
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Item 1. Security and Issuer.
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The class of equity securities to which this statement relates is the
common stock, par value $.01 per share (the "Common Stock") of Ametech, Inc., a
Delaware corporation (the "Issuer"). The Issuer's principal executive offices
are located at 1813 Southeast 25th Street, Oklahoma City, Oklahoma 73129.
Item 2. Identity and Background.
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(a)-(b) The person filing this Schedule is New Canaan Capital, LLC, a
Nevada limited liability company (the "Company"). The Company's principal
business address is 3305 W. Spring Mountain Road, Suite 60, Las Vegas, Nevada
89102.
The principal business of the Company is investment and ownership of
securities.
(c) Not applicable to this transaction.
(d)-(e) At no time during the last five years was the Company convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
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 law or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
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The Company has entered into a stock purchase agreement (the "Stock
Purchase Agreement") dated August 14, 1997 with Moorpark Holding, Inc.
("Moorpark"), a Delaware corporation. Under the Stock Purchase Agreement, the
Company will acquire ten million three hundred sixty-seven thousand one hundred
twenty-two (10,367,122) shares of Common Stock (the "Stock") for a principal
amount of $850,000. The Company has agreed to pay to Moorpark an additional
consideration for the sale of the Stock, as indicated in the Stock Purchase
Agreement attached hereto as Exhibit 99.1. The source of funds used to purchase
the Stock was the capital of the Company.
Item 4. Purpose of Transaction.
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The Company acquired beneficial ownership of the Stock for the purpose of
investment.
Except as set forth above, the Company has no present plans or proposals
which relate to, or would result in: the acquisition by any person of
additional securities of the Issuer; an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving the Issuer or any of
its subsidiaries; a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries; a change in the present board of directors or
management of the Issuer, including plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board; a material
change in the present capitalization or dividend policy of the Issuer or any
other material change in the Issuer's business or corporate structure; a change
in the Issuer's certificate of incorporation or bylaws or other actions which
might impede the acquisition of control of the Issuer
Page 3 of 5 Pages
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by any person; causing a class of securities of the issuer being delisted from a
national securities exchange or ceasing to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association; a
class of equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934; or any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
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(a) Upon acquisition of the Stock, the Company became the direct owner of
10,367,122 shares of Common Stock representing 75% of the 13,817,121 issued and
outstanding shares of Common Stock as of August 12, 1997 (excluding 115,000
shares of Common Stock held as treasury stock), the date of the Issuer's 10-Q.
(b) The Company will have the sole power to vote or direct the disposition
of up to 10,367,122 shares of Common Stock.
(c) No transactions of Common Stock were effected by the Company during the
past 60 days or since the most recent filing on Schedule 13D.
(d) No person other than the Company herein has the right to receive or the
power to direct the receipt of dividends or the proceeds from the sale of the
securities being reported herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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The Company has no contract, arrangement, understanding or relationship
(legal or otherwise) with any person with respect to any security of the Issuer,
including, but not limited to, transfer or voting of any securities, finder's
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or losses, or the giving or withholding of proxies.
Item 7. Materials To Be Filed as Exhibits.
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Exhibit 99.1 - Stock Purchase Agreement dated August 14, 1997 between the
Company and Moorpark Holding, Inc.
Page 4 of 5 Pages
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SIGNATURE
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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: August 21, 1997
NEW CANAAN CAPITAL, LLC, a Nevada
limited liability company
By: /s/ Michael R. D'Appolonia
--------------------------
Michael R. D'Appolonia
Its: Manager
Page 5 of 5 Pages
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EXHIBIT 99.1
STOCK PURCHASE AGREEMENT
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This STOCK PURCHASE AGREEMENT (the "Agreement") dated as of August 14, 1997
between Moorpark Holding, Inc., a Delaware corporation ("Seller"), and New
Canaan Capital, LLC, a Nevada limited liability company ("Purchaser").
STATEMENT OF PURPOSE
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Seller owns 10,367,122 shares of common stock (the "Stock"), of Ametech
Inc. (the "Acquired Company" or "Company"). It is the purpose of this
Agreement to set forth the terms and conditions pursuant to which Seller will
sell the Stock to Purchaser and Purchaser will purchase the Stock from Seller.
NOW, THEREFORE, in consideration of the mutual promises contained herein,
Purchaser and Seller hereby agree as follows:
1. Representations of Seller. Seller represents, warrants and agrees as
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follows:
1.1 Existence and Good Standing. Seller is a corporation duly organized,
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validly existing and in good standing under the laws of the State of Delaware.
1.2 Authorization. The execution and delivery of this Agreement and the
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completion by Seller of the transactions contemplated hereby have been duly
authorized and approved by all required corporate action of Seller. This
Agreement constitutes a legal, valid and binding agreement of Seller,
enforceable against Seller in accordance with its terms, except as such
enforcement may be limited by general principles of equity or by bankruptcy,
insolvency or other similar laws affecting creditors' rights generally.
1.3 Ownership of Stock. Seller owns, beneficially and of record, the
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Stock, free of all liens, charges, claims, pledges and encumbrances or
restrictions, rights or interests of others of any kind. The transfer of the
Stock to the Purchaser pursuant to this Agreement will pass valid title thereto
to the Purchaser, free and clear of all liens, charges, claims, pledges and
encumbrances or restrictions, rights or interests of others of any kind, except
for those created by the Purchaser.
1.4 Agency or Broker. No agent or broker or other person acting pursuant
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to the authority of the Acquired Company or Seller is entitled to any commission
or finder's fee in connection with the transactions contemplated by this
Agreement.
1.5 No Conflict. Seller's execution, delivery, and performance of this
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Agreement does not conflict with any other agreement to which Seller is a party,
and no consent, license, approval or authorization, or registration, declaration
or filing with, any court,
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governmental body or authority or any other person or entity, is required in
connection with Seller's valid execution, delivery or performance of this
Agreement.
1.6 Due Diligence/Lack of Reliance. Seller, independently of and without
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reliance upon Purchaser, and based solely upon its own expertise and upon
financial statements and other information deemed appropriate by it (including,
without limitation, financial statements and other information provided to it by
the Company), made its own investigation and analysis of the Company (including,
without limitation, of the Company's business operations and financial
condition), did not receive and did not rely on any information relating to the
Stock or the Company provided by Purchaser, and thus made its own decision to
sell the Stock pursuant to the provisions of this Agreement.
2. Representations of Purchaser. The Purchaser represents and warrants
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to the Seller that:
2.1 Existence and Good Standing. The Purchaser is a limited liability
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company duly organized, validly existing and in good standing under the laws of
State of Nevada.
2.2 Authorization. The execution and delivery of this Agreement and the
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completion by Purchaser of the transactions contemplated hereby have been duly
authorized and approved by all required limited liability company action of the
Purchaser. This Agreement constitutes a legal, valid and binding agreement of
the Purchaser, enforceable against Purchaser in accordance with its terms,
except as such enforcement may be limited by general principles of equity or by
bankruptcy, insolvency or other similar laws affecting creditors' rights
generally.
2.3 No Conflict. Purchaser's execution, delivery, and performance of this
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Agreement does not conflict with any other agreement to which Purchaser is a
party, and no consent, license, approval or authorization, or registration,
declaration or filing with, any court, governmental body or authority or any
other person or entity, is required in connection with Purchaser's valid
execution, delivery or performance of this Agreement.
2.4 Agency or Broker. No agent, broker or other person acting pursuant to
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the Purchaser's authority will be entitled to any commission or finder's fee in
connection with the transactions contemplated by this Agreement.
2.5 Due Diligence/Lack of Reliance. Purchaser, independently of and
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without reliance upon Seller, and based solely upon its own expertise (and the
expertise of its agents and independent advisors, if any), and upon financial
statements and other information deemed appropriate by it, made its own
investigation and analysis of the Company (including, without limitation, of the
Company's business operations and financial condition), did not receive and did
not rely on any information relating to the Stock or the Company provided by
Seller, and thus made its own decision to purchase the Stock pursuant to the
provisions of this Agreement.
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2.6 Purchase for Investment. Purchaser will acquire the Stock for its own
-----------------------
account for investment and not with a view toward any resale or distribution
thereof.
3. Sale of Stock.
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3.1 Sale of Stock. Subject to the terms and conditions herein stated,
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Seller agrees to sell, assign, transfer and deliver to Purchaser on the date
hereof (the "Closing Date"), and Purchaser agrees to purchase from Seller on the
Closing Date, the Stock, free and clear of any liens or encumbrances, except for
those created by Purchaser. The Certificate representing the Stock (the "Stock
Certificate") shall be duly endorsed in blank, or accompanied by stock powers
duly executed in blank, by Seller, with all necessary transfer tax and other
revenue stamps, acquired at Purchaser's expense, affixed and canceled. As of
the date hereof, the Seller has not located the Stock Certificate in its
possession. The Seller hereby represents and agrees that it will immediately
undertake to have replacement Stock Certificate (the "Replacement Stock
Certificate") issued by the Company, and the Seller, promptly upon its receipt
thereof from the Company, shall endorse and deliver to the Purchaser the
Replacement Stock Certificate as provided in the foregoing. Notwithstanding any
other provision of this Agreement to the contrary, if the Seller fails to so
endorse obtain, and deliver to the Purchaser the Replacement Stock Certificate
on or before thirty (30) days from the date hereof, then, at sole option of the
Purchaser, and as the Purchaser's sole remedy for the Seller's failure to do so,
the Purchaser may elect to rescind its purchase of the Stock. In the event that
the Purchaser so elects to rescind its purchase of the Stock, the other
provisions of this Agreement (including, without limitation, the provisions of
Section 3.2 hereof) shall become null and void. Specifically, but without
limiting the generality of the foregoing, in the event of such a rescission, the
Seller shall immediately return the original of the Note (as such term is
defined in Section 3.2 hereof) marked "Cancelled" to the Purchaser, and the
parties shall be automatically returned to the positions they occupied
immediately prior to the execution and delivery of this Agreement.
3.2 Price. In consideration for the purchase by Purchaser of the Stock,
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Purchaser shall pay to Seller, on the Closing Date, $850,000 (the "Purchase
Price"), by delivery of a promissory note in the form hereto as Exhibit 3.2 (the
"Note"). As additional consideration for the sale of the Stock, Purchaser shall
pay Seller the "Earn Out Amount" in cash within 60 days after the end of the
fifth year after Closing. The "Earn Out Amount" equals 50% of the Net Value.
"Net Value" equals (1) the Enterprise Value times the Equity Percentage, minus
(2) $850,000, minus (3) interest accrued on the Note or any refinancing of the
Note through the date of computation, minus (4) any transaction expenses paid by
Purchaser. The "Enterprise Value" means (A) if the Purchaser liquidates its
position in Acquired Company prior to the end of the fifth year after Closing,
the price of the Acquired Company established by the liquidity event, otherwise
(B) (I) six times the average EBITDA (as defined by GAAP) of Acquired Company in
the two fiscal years ending December 31, 2000 and 2001 minus (II) the principal
amount of all interest-bearing indebtedness on Acquired Company's balance sheet
(including amounts attributable to any capitalized leases) as of December 31,
2000, minus (III) the redemption value of any preferred stock issued by Acquired
Company outstanding as of December 31, 2000 other than any preferred stock
acquired by Purchaser. The "Equity Percentage" means the percentage of fully-
diluted
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common equity of the Acquired Company owned by Purchaser, assuming the
conversion and exercise of all outstanding convertible securities, warrants and
options. In the event that Buyer liquidates its position in Acquired Company
after the end of the fifth year after Closing but within seven (7) years after
Closing, Purchaser shall make an additional payment to Seller equal to the Earn
Out Amount calculated as if the Enterprise Value were the price of Acquired
Company established by the liquidity event, less amounts previously paid to
Seller hereunder. In the event Purchaser sells a portion of the Stock prior to
the end of the fifth year after Closing, the Purchaser shall share with Seller
the proceeds of such sale in accordance with this Section, and the remaining
stock shall continue to be subject to the terms of this Section.
3.3 Other Obligations.
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(a) On the Closing Date or otherwise contemporaneously with the
closing, there shall be delivered to the Seller copies of resolutions of the
Purchaser's members authorizing the execution, delivery and performance of this
Agreement on behalf of the Purchaser by the manager of the Purchaser (the
"Manager").
(b) On the Closing Date or otherwise contemporaneously with the
closing, there shall be delivered to Seller a certificate of the Manager
certifying true and correct copies of Purchaser's articles of organization and
certifying the names of the Purchaser's members, and further certifying a true
and correct copy of the Purchaser's limited liability company agreement.
(c) On the Closing Date, Purchaser shall cause to be delivered to the
Seller a legal opinion, in form of Exhibit 3.3(c) hereto, of the law firm of
Pillsbury Madison & Sutro LLP with respect to the matters set forth in Section
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2.2 hereof.
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4. Miscellaneous.
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4.1 Expenses. The parties hereto shall pay all of their own expenses
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relating to the transactions contemplated by this Agreement, including, without
limitation, the fees and expenses of their respective counsel and financial
advisers.
4.2 Governing Law. The interpretation and construction of this Agreement,
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and all matters relating hereto, shall be governed by the laws of the State of
Illinois, applicable to contracts to be performed in said state, without
consideration of said state's conflicts-of-laws principles.
4.3 Captions. The Section captions used herein are for reference purposes
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only, and shall not in any way effect the meaning or interpretation of this
Agreement.
4.4 Publicity. Except as otherwise required by applicable laws
---------
(including, without limitation, applicable federal and state securities laws),
the parties hereto shall not issue any press release or make any other public
statement, in each case relating to or connected with or arising out of this
Agreement or the matters contained herein, without
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obtaining the prior approval of the other party to the contents and the manner
of presentation and publication thereof.
4.5 Notices. Any notice or other communications required or permitted
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hereunder shall be sufficiently given if delivered in person or sent by
facsimile or by registered, certified or first class mail, postage prepaid,
addressed as follows:
If to Purchaser:
New Canaan Capital, LLC
3305 West Spring Mountain Road
Suite 60
Las Vegas, Nevada 89102
Fax: 203-359-4551
Attention: Mr. Michael R. D'Appolonia
with a copy to:
Pillsbury Madison & Sutro LLLP
225 Bush Street
San Francisco, California 9404
Fax: 415-983-1200
Attention: Richard S. Grey, Esq.
If to Seller:
Moorpark Holding, Inc.
231 South LaSalle Street
Chicago, Illinois 60697
Fax: 312-987-0234
Attention: Mr. Lewis W. Solimene, Jr.
with a copy to
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, Illinois 60603
Attention: Thomas S. Kiriakos, Esq.
Seth J. Weinberger, Esq.
or such other address as shall be furnished in writing by any such party, and
such notice or communication shall be deemed to have been given as of the date
so delivered, sent by facsimile or mailed.
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4.6 Parties in Interest. Other than by operation of law, this Agreement
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may not be transferred, assigned, pledged or hypothecated by either party,
without the prior written consent of the other party.
4.7 Counterparts. This Agreement may be executed in two or more
------------
counterparts, all of which taken together shall constitute one instrument.
4.8 Entire Agreement. This Agreement, including the other documents
----------------
referred to herein which form a part hereof, contains the entire understanding
of the parties hereto with respect to the subject matter contained herein and
therein. This Agreement supersedes all prior agreements and understandings
between the parties with respect to such subject matter.
4.9 Amendments. This Agreement may not be changed orally, but only by an
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agreement signed by Seller and Purchaser.
4.10 Third Party Beneficiaries. Each party hereto intends that this
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Agreement shall not benefit or create any right or cause of action in or on
behalf of any Person other than the parties hereto.
4.11 Information. So long as the Note remains outstanding Purchaser shall
-----------
use its best efforts to cause the Acquired Company to deliver to Seller promptly
after filing all reports and other documents filed by Acquired Company with the
Securities and Exchange Commission.
4.12 Extension and Waiver. Either party may extend the time for or waive
--------------------
the performance of any of the obligations of the other party, waive any
inaccuracies in the representations of warranties of the other party, or waive
compliance by the other party with any of the covenants or conditions contained
in this Agreement. Any such extension or waiver shall be in writing and signed
by the party giving such extension or waiver.
4.13 Waiver of Right of Jury Trial. EACH OF THE PARTIES HERETO WAIVES THE
-----------------------------
RIGHT TO TRIAL BY JURY IN ANY LITIGATION IN ANY MANNER RELATING TO THIS
AGREEMENT AND/OR THE TRANSACTION TO BE CONSUMMATED PURSUANT TO THIS AGREEMENT.
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IN WITNESS WHEREOF, the parties have executed this agreement on the date
first above written.
MOORPARK HOLDING, INC.,
a Delaware corporation
By /s/ Lewis W. Solimene, Jr.
--------------------------
Mr. Lewis W. Solimene, Jr.
Title: President
NEW CANAAN CAPITAL, LLC,
a Nevada limited liability company
By /s/ Michael R. D'Appolonia
--------------------------
its: Manager
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