UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Atlantic Industries, Inc. (formerly Little Prince Productions, Ltd.)
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
048602 10 6
(CUSIP Number)
Brian D. Lewandowski, Esq., Kutak Rock, 717 17th Street, Suite 2900,
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Denver, Colorado 80202
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 31, 1996
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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
to 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 |_|. (A fee is
not required only if the reporting person: (a) has a previous statement on file
reporting beneficial ownership or more than five percent of the class of
securities described in Item 1; and (b) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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 will 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).
<PAGE>
SCHEDULE 13D
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CUSIP NO. 048602 10 6 Page 2 of 11 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Adrian P. Kirby, Non-Resident Alien
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_|
(B) |_|
Joint filing pursuant to Rule 13d-1(f)(1)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E)* |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
England
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7 SOLE VOTING POWER
NUMBER OF None
SHARES
BENEFICIALLY --------------------------------------------
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 99,202
--------------------------------------------
9 SOLE DISPOSITIVE POWER
None
--------------------------------------------
10 SHARED DISPOSITIVE POWER
99,202
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
99,202
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.4%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
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<PAGE>
SCHEDULE 13D
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CUSIP NO. 048602 10 6 Page 3 of 11 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Patchouli Foundation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_|
(B) |_|
Joint filing pursuant to Rule 13d-1(f)(1)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E)* |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Liechtenstein
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7 SOLE VOTING POWER
NUMBER OF None
SHARES
BENEFICIALLY --------------------------------------------
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 99,202
--------------------------------------------
9 SOLE DISPOSITIVE POWER
None
--------------------------------------------
10 SHARED DISPOSITIVE POWER
99,202
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
99,202
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.4%
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14 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
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<PAGE>
SCHEDULE 13D
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CUSIP NO. 048602 10 6 Page 4 of 11 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dr. Christoph Hoffmann, Non-Resident Alien
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_|
(B) |_|
Joint filing pursuant to Rule 13d-1(f)(1)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E)* |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
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7 SOLE VOTING POWER
NUMBER OF None
SHARES
BENEFICIALLY --------------------------------------------
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 99,202
--------------------------------------------
9 SOLE DISPOSITIVE POWER
None
--------------------------------------------
10 SHARED DISPOSITIVE POWER
99,202
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
99,202
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.4%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
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<PAGE>
Page 5 of 11
SCHEDULE 13D
Pursuant to Rule 13d-2 of Regulation 13D of the Securities Exchange Act
of 1934, as amended (the "Act"), the undersigned (the "Filing Persons"), hereby
file this Amendment No. 2 to their original Statement on Schedule 13D dated
October 7, 1994. This amendment constitutes the first amendment to a paper
format Schedule 13D and therefore pursuant to Rule 13-d-2(c) of the Act, it
restates the entire text of the Schedule 13D, as amended.
Item 1. Security and Issuer
The title of the class of equity securities to which this amendment
relates is common stock, par value $.01 per share ("Common Stock") of Atlantic
Industries, Inc. ("Atlantic"), a Colorado corporation. Atlantic was formerly
known as Little Prince Products, Ltd. ("Little Prince"), a New York corporation.
Little Prince was merged with and into Atlantic effective December 6, 1996. The
principal effect of the merger was to change the name and state of incorporation
of Little Prince and increase the number of authorized shares of capital stock
available for issuance after the merger. The principal executive office and
mailing address of the Issuer (as defined below) is 38 South Audley Street,
Mayfair, London W1Y 5DH, England. As used herein the term "Issuer" refers to
Little Prince prior to December 6, 1996 and Atlantic as of and subsequent to
December 6, 1996.
Item 2. Identity and Background
The persons jointly filing this statement pursuant to Rule 13d-1(f)(1)
are:
(a) RIPARIAN SECURITIES LIMITED ("RSL"). RSL is a company
incorporated and registered in England (Company No. 2855251).
Its registered office was located at 40 Lowndes Street,
Belgravia, London, SW1X 9HX, England. RSL was engaged in the
business of real estate investment and management, principally
in the area encompassing London and the southwest of England.
(b) ADRIAN P. KIRBY. Mr. Kirby has the same business address as
the Issuer. Mr. Kirby is presently the Chairman of the Board,
President and Chief Executive Officer or the Issuer and
devotes substantially all of his time to managing the Issuer's
operations in addition to pursuing other interests in the
minerals industry.
(c) PATCHOULI FOUNDATION. Patchouli Foundation (the "Foundation"),
c/o Von Erlach & Partners, Strasse 7, Postfach 4088, 8022
Zurich. The Foundation is a Liechtenstein Stifiung (a type of
charitable foundation) that is currently the controlling
shareholder of the Issuer.
<PAGE>
Page 6 of 11
(d) Dr. Christoph Hoffmann is a citizen of Switzerland and is the
Administrator of the Foundation. His principal business
address is a c/o Von Erlach & Partners Drei Koenig Strasse 7
Postfach 4088 8022 Zurich. Dr. Hoffmann principal occupation
is as an attorney in Zurich, Switzerland.
None of the Reporting Persons nor any officer, director or controlling
person of any Reporting Person has, during the past five years, been convicted
in a criminal proceeding or been a party to civil proceeding which involved a
claimed violation of federal or state securities laws.
Item 3. Source and Amount of Funds or Other Consideration
Pursuant to an agreement between RSL and the Issuer (the "RSL
Agreement"), the RSL acquired 3,250,000 shares of original issue common stock of
the Issuer at a price of $.0001 per share and is entitled to receive an
additional 2,990,402 shares of the common stock of the Issuer (collectively, the
"Shares"), for the same nominal price, from one former and one present officer
and director of the Issuer. Under the terms of the RSL Agreement, as additional
consideration for the Shares RSL was required to lend to the Issuer up to
GB(pound)25,000 to be used to satisfy financial, tax, and regulatory obligations
of the Issuer. The funds used for the purchase price and the loan were from the
working capital of Riparian Investments Ltd., an English company affiliated with
the Reporting Person through common ownership and management ("RIL").
In January 17, 1995 the Reporting Persons transferred record ownership
of all of the foregoing shares from RSL to the Foundation, which transfer was
made without consideration and did not change or affect the beneficial ownership
of the said shares. Subsequent thereto, in March of 1995, Mr. Kirby resigned as
the Chief Executive Officer of RSL and appointed his family as beneficiary of
the Foundation. At this time RSL no longer had a beneficial ownership interest
in the Shares of the Issuer.
As of December 31, 1996, the Foundation had loaned to the Company
$170,000 exclusive of interest (the "Patchouli Loan"). On December 31, 1996, the
Board of Directors (the "Board") unanimously authorized the issuance of
1,360,000 Shares to the Foundation in payment for the Patchouli Loan and all
interest thereon. As a result of this exchange, the Foundation became the
beneficial owner of 51.4% of Shares issued and outstanding. Prior to the
exchange the Foundation owned approximately 25% of the Shares issued and
outstanding. Although the Shares had no value at the time of the exchange, the
Board valued the Shares at a price of $.125 per share for purposes of
determining the number of Shares the Foundation would receive as payment for the
Patchouli Loan. The Board believed that the offered price of $.125 per share was
fair and reasonable to the Issuer and its shareholders.
<PAGE>
Page 7 of 11
Item 4. Purpose of Transaction
RSL originally acquired the securities of the Issuer for investment
purposes and with the intention "to stabilize its financial condition, change
its management, and explore the feasibility of a merger, reorganization, or
acquisition" which would provide the Issuer with a new business.
The Foundation has acquired the securities of the Issuer for investment
purposes. The change in record ownership effected by the transfer from RSL to
the Foundation does not affect Mr. Kirby's beneficial ownership of the shares
and will not affect his previously reported intention to stabilize the financial
condition of the Issuer, change its management, and explore the feasibility of a
merger, reorganization, or acquisition which would provide the Issuer with a new
business. In the event that Mr. Kirby is able to effect any of the foregoing
purposes, the acquisition or transfer of the control of the Issuer could result.
The Reporting Persons may change any of their current intentions,
acquire additional securities of the Issuer, or sell or otherwise dispose of all
or any part of the securities beneficially owned by Mr. Kirby, or take any other
action with respect to the Issuer or any of its equity securities in any manner
permitted by law.
Except as disclosed in this Item 4, none of the Reporting Persons have
any current plans or proposals which relate or would result in any of the events
described in Items (a) through (j) of the instructions to Item 4 of Schedule
13D.
Item 5. Interest in Securities of the Issuer
(a) RSL originally owned an aggregate of 6,240,402 shares, representing
25% of the issued and outstanding common stock of the Issuer. On January 17,
1995, RSL transferred record ownership of all 6,240,402 shares to the Foundation
without consideration. Subsequent thereto, in March of 1995, Mr. Kirby resigned
as the Chief Executive Officer of RSL and appointed his family as beneficiary of
the Foundation. At this time RSL no longer had a beneficial ownership interest
in the Shares of the Issuer.
(b) Pursuant to the terms of the merger agreement between Little Prince
and Atlantic, on December 6, 1996, every ten shares of Little Prince were
exchanged for one share of Atlantic reducing the number of Shares held by the
Reporting Persons to 624,040, although the ownership percentage remained the
same.
(c) As discussed in Item 3 above, on December 31, 1996 the Foundation
received 1,360,000 Shares as reimbursement for $170,000 of debt owed to it by
the Issuer. As a result of this transaction the number of Shares held by the
Reporting Persons increased to 1,984,040 representing 51.4% of the Shares issued
and outstanding.
<PAGE>
Page 8 of 11
(d) On February 12, 1997 the Issuer's shareholders approved a reverse
stock split of not more than twenty-for-one. On February 13, 1997 the Issuer
filed an amendment to its Articles of Incorporation giving effect to the
twenty-for-one reverse stock split. As a result of this transaction the number
of Shares held by the Reporting Persons decreased to 99,202, although the
ownership percentage remained the same.
(e) The Foundation, as the record holder of the shares, Adrian P. Kirby
and Dr. Christoph Hoffmann, as the administrator of Patchouli Foundation, may be
deemed to share the power to vote or to direct the vote, and the power to
dispose or to direct the disposition, of the Shares.
(f) No person other than the Reporting Persons has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 or between such persons
and any person with respect to any securities of the Issuer, except that Adrian
P. Kirby holds a power of attorney from the administrator of the Foundation.
None of the Shares are pledged or otherwise subject to a contingency, the
occurrence of which would give any person, other than the Reporting Persons
voting power or investment power over the Shares.
The Reporting Persons have agreed to file this Schedule 13D on behalf
of each of them pursuant to Rule 13D-1(f) under the Securities Exchange Act of
1934, as amended.
Item 7. Material to be Filed as Exhibits
The following exhibits were previously filed as part of Schedule 13D:
1. Agreement to File Jointly Schedule 13D, dated January 12,
1995, among RSL, Adrian P. Kirby, Dr. Christoph Hoffmann, and
the Patchouli Foundation.
2. Stock Purchase Agreement, dated August 22, 1994, by and
between Registrant and Riparian Securities Limited
3. Power of Attorney, dated December 15, 1994 from Christoph
Hoffmann to Adrian P. Kirby
<PAGE>
Page 9 of 11
4. Agreement to File Jointly Schedule 13D, dated January 12,
1995, among RSL, Adrian P. Kirby, Dr. Christoph Hoffmann, and
the Patchouli Foundation.
The following exhibit is filed as part of this Schedule 13D:
1. Agreement to File Jointly Schedule 13D, dated February 13,
1997, among RSL, Adrian P. Kirby, Dr. Christoph Hoffmann, and
the Patchouli Foundation.
<PAGE>
Page 10 of 11
Signatures
After reasonable inquiry and to the best of the undersigneds' knowledge
and belief, each of the undersigned certifies that the information set forth in
this amendment is true, complete and correct.
Date: February 13, 1997 /s/ Adrian P. Kirby
---------------------------------------------
ADRIAN P. KIRBY
PATCHOULI FOUNDATION
By /s/ Adrian P. Kirby
-------------------------------------------
ADRIAN P. KIRBY, as Attorney-In-Fact
for Dr. Christoph Hoffmann, Administrator
Dr. Christoph Hoffmann, Administrator of
Patchouli Foundation
By /s/ Adrian P. Kirby
-------------------------------------------
ADRIAN P. KIRBY, as Attorney-In-Fact
for Dr. Christoph Hoffmann
<PAGE>
Page 11 of 11
AGREEMENT TO FILE JOINT SCHEDULE 13D
Each of the undersigned hereby agrees that the foregoing Amendment No.
2 to Schedule 13D is filed on behalf of each, pursuant to Rule 13D-1(f) under
the Securities Exchange Act of 1934, as amended.
Dated: February 13, 1997 /s/ Adrian P. Kirby
-------------------
ADRIAN P. KIRBY
PATCHOULI FOUNDATION
By /s/ Adrian P. Kirby
-------------------------------------------
ADRIAN P. KIRBY, as Attorney-In-Fact
for Dr. Christoph Hoffmann, Administrator
Dr. Christoph Hoffmann, Administrator of
Patchouli Foundation
By /s/ Adrian P. Kirby
-------------------------------------------
ADRIAN P. KIRBY, as Attorney-In-Fact
for Dr. Christoph Hoffmann
