SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 1)*
CUTCO INDUSTRIES, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
232108100
(CUSIP Number)
Mr. Louis S. Weltman
CutCo Acquisition Corporation
2386 N.W. 32nd Street, Boca Raton, Florida 33431, (561) 470-9968
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 15, 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 [ ].
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 the
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).
CUSIP No. 231108100
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
CutCo Acquisition Corporation, EIN No. 65-0853829
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) N/A
(b) N/A
3) SEC Use Only
4) Source of Funds (See Instructions)
OO
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
N/A
6) Citizenship or Place of Organization
Delaware
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Number of 7) Sole Voting Power 106,200
Shares Bene-
ficially 8) Shared Voting Power -0-
Owned by
Each Report- 9) Sole Dispositive Power 106,200
ing Person
With 10) Shared Dispositive Power -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person
106,200
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
N/A
13) Percent of Class Represented by Amount in Row (11)
13.2%
14) Type of Reporting Person (See Instructions)
CO
ITEM 1. SECURITY AND ISSUER: COMMON STOCK
CutCo Industries, Inc.
6900 Jerico Turnpike
Syossett, NY 11791
ITEM 2. IDENTITY AND BACKGROUND:
(a) CutCo Acquisition Corporation
2386 N.W. 32nd Street
Boca Raton, Florida 33431
(b) Delaware
(c) Formed for the purpose of investing in securities
(d) No
(e) No
Officers and Directors of Filing Person:
(i) (a) Louis S. Weltman (director and chief executive
officer of the filing person)
(b) 2386 N.W. 32nd Street
Boca Raton, FL 33431
(c) President and director
ViStra Growth Partners, Inc.
private investment company
2386 N.W. 32nd Street
Boca Raton, FL 33431
(d) No
(e) No
(f) United States
(ii) (a) Jill Weltman (director of the filing person)
(b) 2386 N.W. 32nd Street
Boca Raton, Florida 33431
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(c) Housewife
(d) No
(e) No
(f) United States
(iii) (a) W. Craig Fisher (director and president of the filing
person)
(b) 2401 PGA Boulevard, Suite 100
Palm Beach Gardens, Florida 33410
(c) President and director - Engineered Medical Concepts,
Inc.
Operates a cosmetic skin care facility and salon
2401 PGA Boulevard, Suite 100
Palm Beach Gardens, Florida 33410
(d) No
(e) No
(f) United States
PERSONS CONTROLLING FILING PERSON:
(iv) (a) Louis S. Weltman (director and chief executive
officer of the filing person)
(b) 2386 N.W. 32nd Street
Boca Raton, Florida 33431
(c) President and director - ViStra Growth Partners, Inc.
private investment company
2386 N.W. 32nd Street
Boca Raton, Florida 33431
(d) No
(e) No
(f) United States
(v) (a) Brett B. Salter (has an informal agreement with
Mr. Weltman that the two of them will direct all
activities of the filing person)
(b) 441 S. Federal Highway
Deerfield Beach, Florida 33441
(c) President and director of First Capital Inc.
private investment company
441 S. Federal Highway
Deerfield Beach, Florida 33441
(d) No
(e) No
(f) United States
(vi) (a) First Capital Inc.
(b) 441 S. Federal Highway
Deerfield Beach, Florida 33441
(c) private investment company
(d) No
(e) No
(vii) (a) Anthony W. Cuccio (has an informal agreement with
Mr. Brett B. Salter that they are equal owners or 25%
shareholders each of the filing person and that Mr.
Cuccio shall have authority to act on behalf of Mr.
Salter and First Capital Inc. with respect to CutCo
Industries, Inc. if the filing person obtains control
of it.)
(b) 27726 Avenue Hopkins
Valencia, CA 91355
(c) president and director of Star Nails, Inc.
manufacturer of beauty supplies
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27726 Avenue Hopkins
Valencia, CA 91355
(d) No
(e) No
(f) United States
(viii) (a) Arthur B. Gardner (has an informal agreement with
Mr. Weltman that they will have an equal equity
ownership of the filing person. The exact amount has
not yet been determined; however, Mr. Weltman, Mr.
Gardner and certain others including Mr. Frank
Catapano will own the remaining 50% of the filing
person)
(b) 5970 S.W. 18th Street, Suite E1-166
Boca Raton, Florida 33433
(c) managing member of ARBOC, LLC
private investment company
5970 S.W. 18th Street, Suite E1-166
Boca Raton, Florida 33433
(d) No
(e) No
(f) United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
The $404,093 used to purchase the initial 79,062 shares of CutCo
Industries, Inc. ("CutCo") common stock reported herein came from a loan
arranged by First Capital Inc. ("First Capital"). The loan was provided by
Sports Marketing International, Ltd. ("Sports Marketing"), an affiliate of First
Capital. The $153,108 used to purchase the additional 27,138 shares that
triggered the filing of this amendment came from the Company's existing working
capital. Any additional shares of CutCo common stock purchased in the
over-the-counter market shall be made with either additional funds loaned or
contributed by First Capital from its existing working capital, loans from
Sports Marketing or existing working capital of CutCo Acquisition Corporation
(the "Company"). In addition, the Company is negotiating with the two executive
officers of CutCo for the purposes of acquiring approximately 40% of the
outstanding common stock owned by such officers and their families. As of the
date of this Amendment No. 1 to Schedule 13D the Company's prior understanding
with the current executive officers of CutCo has fallen through. In the event
the Company subsequently reaches a new understanding to purchase these shares,
any funds used to purchase such shares from the executive officers and their
families will come from the existing working capital of First Capital and the
existing working capital of the Company. To date, the Company has borrowed
$300,000 from Mr. Jeffery Osborn, $100,000 from Mr. Frank Catapano and $400,000
from Sports Marketing for the purpose of purchasing shares of CutCo common
stock. In lieu of payment of the $100,000 loan, the Company has agreed to issue
shares of the Company's common stock to Mr. Catapano at a conversion rate to be
mutually agreed upon.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the recent and anticipated future purchases of CutCo
stock is to acquire control of CutCo.
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(a) The Company and its affiliates intend to purchase
additional shares in the open market. In addition, the Company
has been negotiating with the two executive officers of CutCo
for the purpose of acquiring approximately 40% of the
outstanding common stock owned by such officers and their
families. As of the date of this Schedule 13D the oral
understanding the Company previously had concerning this stock
acquisition has fallen through. Although the Company is
continuing negotiations with the current executive officers of
CutCo there can be no assurances that they reach an
understanding or if they do, that it will result in a
definitive stock purchase agreement being executed.
(b) Following acquisition of control, the Company may cause CutCo
to engage in a merger or other types of transactions with
Engineered Medical Concepts, Inc. ("EMC"), Palm Beach
Gardens, Florida, and Chenzo Salon Group, Inc. ("CSG"), Boca
Raton, Florida. The number of shares to be issued in
connection with each of these transactions has not been
determined. To date, there have been no letters of intent or
other agreements entered into between the Company and EMC or
CSG.
(c) The Company has no plans to sell or transfer a material amount
of assets of CutCo or any of its subsidiaries.
(d) Once sufficient shares of CutCo have been acquired in order to
obtain control, the Company intends to replace the current
executive officers and board of directors. Upon taking
control, the Company intends to designate seven directors to
the board of directors of CutCo including Messrs. Anthony W.
Cuccio, Louis S. Weltman, Brett B. Salter and Arthur B.
Gardner.
(e) None
(f) None, except that in due course the Company intends to
reincorporate CutCo in Delaware.
(g) None
(h) None
(i) None
(j) None, except as described above.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a) 106,200 shares of common stock - 13.2% of class outstanding
(b) Sole Voting Power 106,200
Shared Voting Power -0-
Sole Dispositive Power 106,200
Shared Dispositive Power -0-
Messrs. Weltman and Salter share voting and dispositive power over the
stock. See Item 2(iv) and (v). None of the officers, directors or parties
controlling the Company beneficially own any securities of Cutco except as
listed above and except for 6,500 shares of Cutco purchased by First Capital on
September 8, 1998. The Company, Mr. Weltman, Mr. Gardner and the Company's other
two directors disclaim any beneficial interest in any CutCo securities owned by
First Capital.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE SECURITIES OF THE ISSUER:
Mr. Louis S. Weltman and First Capital have entered into an agreement
through which each shall cause to be contributed to the Company an
equal amount of capital for the purpose of acquiring shares of common
stock of CutCo. Additionally, Messrs. Weltman and Brett B. Salter
(president of First Capital) have an informal understanding which has
not yet been memorialized in writing through which they agree to share
control of the Company and CutCo. All decisions concerning the voting
of the Company's common stock of CutCo common stock or the sale of the
shares of the Company's common stock or CutCo common stock shall
require the mutual agreement of Messrs. Weltman and Salter.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Agreement between Louis S. Weltman, CutCo Acquisition Corporation and
First Capital Inc.
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.
- -------------------------------------------------------------------------------
Date: September 16, 1998
CUTCO ACQUISITION CORPORATION
By: /s/ LOUIS S. WELTMAN
------------------------------
Name: Louis S. Weltman
Title: Chief Executive Officer
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