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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 5)
CONTINENTAL INVESTMENT CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.50 PER SHARE
(Title of Class
of Securities)
211-515-10-1
(CUSIP Number)
Stewart Rahr
152-35 10th Avenue
Whitestone, NY 11357
Telephone Number (718) 767-4767
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 11, 1998
(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 _____.
Check the following box if a fee is being paid with the statement _____ .
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stewart Rahr, S.S. No. ###-##-####
2. Check the Appropriate Box if a Member of a Group
(a)____ (b)____
3. SEC Use Only
4. Source of Funds
PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 3(c) ____.
6. Citizenship or Place of Organization
United States
7. Sole Voting Power
1,965,553
8. Shared Voting Power
9. Sole Dispositive Power
1,965,553
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,965,553
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12. Check if Aggregate Amount in Row (11) Excludes Certain Shares ___
13. Percent of Class Represented by Amount in Row (11)
15.61%
14. Type of Reporting Person
IN
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Item 4. Purpose of the Transaction
The Company's Common Stock was purchased by Stewart Rahr for investment
purposes. Subsequently, following the substantial and precipitous decline in the
market value of the Company's Common Stock, Mr. Rahr entered into discussions
with members of management of the Company to determine the reasons for such
decline in market value and the nature of the financial and other difficulties
being experienced by the Company. Following such discussions, on September 2,
1998, Mr. Rahr retained Western Pacific Consulting Incorporated to provide the
services of its Executive Vice President, Gerald Guterman, to inquire further
into the difficulties at the Company. Mr. Rahr was informed by Mr. Guterman that
Mr. Guterman is an officer of a corporation that is a holder of Company Common
Stock.
On September 11, 1998, Mr. Guterman proposed to Richard D. Sterritt,
Sr. and R. Dale Sterritt, Jr. an agreement pursuant to which Richard D.
Sterritt, Sr. would return, or cause to be returned, to the Company certain
shares of Company Common Stock previously issued to him and to certain entities;
R. Dale Sterritt, Jr. would cause certain real property to be transferred to the
Company; Richard D. Sterritt, Sr. would cause certain notes and loans receivable
to be cancelled or transferred; R. Dale Sterritt, Jr. would resign as an officer
and director of the Company; the Company would exchange all shares of
Wastemasters, Inc. which it owns for shares of Company Common Stock owned by
Wastemasters, Inc., and cancel an option to exchange shares of Company stock for
shares of Wastemasters, Inc.; and Richard D. Sterritt, Sr. and R. Dale Sterritt,
Jr. would exchange general releases with the Company and others, including Mr.
Guterman and Stewart Rahr.
Stewart Rahr intends continually to review the Company's business
affairs, management, financial position, and future prospects as well as
conditions in the securities markets and general economic and other conditions.
Based on such evaluation and review, Stewart Rahr will continue to consider and
explore various alternative courses of action with respect to his interests in
the Company as he may deem appropriate in light of the circumstances existing
from time to time. Such alternatives include, among other things, the purchase
of additional shares of Company Common Stock or the sale of all or a portion of
the shares of Company Common Stock owned by him, in the open market or in
privately negotiated transactions, to one or more purchasers.
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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.
September 18, 1998
/s/ Stewart Rahr
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Stewart Rahr
