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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CROWN JEWEL RESOURCES CORP.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.00005 PER SHARE
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(Title of Class of Securities)
228390100
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(CUSIP Number)
MARC A. PALAZZO
PARK VANGUARD LLC
C/O 805 3RD AVENUE, 21ST FLOOR
NEW YORK, NY 10022
(212) 593-3100
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
JUNE 8, 2000
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: / /.
<PAGE>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PARK VANGUARD LLC
88-0461584
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3 SEC USE ONLY [_]
[_]
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEVADA
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7 SOLE VOTING POWER
25,000,000 SHARES
NUMBER OF
SHARES -------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 0 SHARES
OWNED BY
-------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
25,000,000 SHARES
REPORTING
PERSON -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH 0 SHARES
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,200,000 SHARES
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
90.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
LLC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LABYRINTH ENTERPRISES LLC
88-0463003
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3 SEC USE ONLY [_]
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4 SOURCE OF FUNDS*
00
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEVADA
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7 SOLE VOTING POWER
0 SHARES
NUMBER OF
SHARES -------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 25,000,000 SHARES
OWNED BY
-------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
0 SHARES
REPORTING
PERSON -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH 25,000,000 SHARES
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,200,000 SHARES
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
90.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
LLC
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LD TRUST
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY [_]
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
US
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7 SOLE VOTING POWER
0 SHARES
NUMBER OF
SHARES -------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 25,000,000 SHARES
OWNED BY
-------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
0 SHARES
REPORTING
PERSON -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH 25,000,000 0 SHARES
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,200,000 SHARES
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
90.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OTHER
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MARC A. PALAZZO
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY [_]
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
0 SHARES
NUMBER OF
SHARES -------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 25,000,000 SHARES
OWNED BY
-------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
0 SHARES
REPORTING
PERSON -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH 25,000,000 SHARES
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,200,000 SHARES
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
90.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ZEKI KOCHISARLI
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY [_]
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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7 SOLE VOTING POWER
200,000 SHARES
NUMBER OF
SHARES -------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 25,000,000 SHARES
OWNED BY
-------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
200,000 SHARES
REPORTING
PERSON -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH 25,000,000 SHARES
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,200,000 SHARES
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
90.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DORON WEINBERG
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY [_]
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0 SHARES
NUMBER OF
SHARES ----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 25,000,000 SHARES
OWNED BY
-------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
0 SHARES
REPORTING
PERSON -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH 25,000,000 SHARES
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,200,000 SHARES
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
90.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D is filed with respect to the common stock,
par value $0.00005 per share (the "Common Stock"), of Crown Jewel Resources
Corp. a Delaware corporation (the "Company"). The principal executive offices of
the Company are located at 805 THIRD AVENUE 21ST floor, New York, New York
10022.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement on Schedule 13D is filed by Park Vanguard LLC, a Nevada
limited liability company ("Park"); Labyrinth Enterprises LLC, a Nevada limited
liability company("Labyrinth")(collectively the LLCs); LD Trust, a Delaware
based trust ("LD"); and Marc A. Palazzo and Zeki Kochisarli, each of whom is a
manager of Park (the "Managers"), and Doron Weinberg, trustee of LD (the
"Trustee") (collectively, the "Filing Persons"). The Filing Persons disclaim
beneficial ownership of the securities reported herein except to the extent such
securities are owned directly by any of them, respectively.
The LLCs are private investment vehicles formed for the purpose of
investing in transactions sponsored by LD. The principal business address of
each of the Filing Persons IS C/O PARK VANGUARD LLC 805 THIRD AVENUE, 21ST
floor, New York, New York 10022. The present principal occupation of each
Manager and the Trustee, respectively, is as follows: Mr. Palazzo, President of
Labyrinth, Park and the Company; Mr. Kochisarli, Executive Vice President and
Director of the Company and Mr. Weinberg, attorney Weinberg & Wilder. Each is a
citizen of the United States.
During the last five years, none of the Filing Persons has been
(i)convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors), or (ii) 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 laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The LLCs acquired beneficial ownership of 20,000,000 shares On June 8,
2000, an agreement was entered into between the Company and Park Vanguard LLC, a
Nevada limited liability company ("Park") pursuant to which Park simultaneously
contributed $5.1 million in assets to the Company in exchange for, at that time,
a 92.2% interest in the Company, or 20,000,000 shares. As a result of the
transaction, a new Board of Directors and Officers were elected as follows: Marc
A. Palazzo, President and Chairman of the Board, Zeki Kochisarli, Secretary and
Director, and Walter Greenfield, Director. Mr. Palazzo and Mr. Greenfield were
on the Board prior to the transaction. The principal assets contributed to the
Company were machinery and equipment and equity in real estate for the
manufacture of fine gold, platinum and silver jewelry and a technology that has
a proprietary process to make gem quality diamonds and enhance the color of
natural diamonds.
Mr. Kochisarli acquired personally an additional 200,000 shares pursuant to the
Company Stock Incentive Plan on June 15, 2000, as filed with the Securities and
Exchange Commission and incorporated herein by reference. The foregoing is
qualified in its entirety by reference to the Management Agreement and Warrant
Agreement, which were filed as Exhibits to the Company 8-K filed June 19, 2000,
and are incorporated herein by reference.
ITEM 4. PURPOSE OF THE TRANSACTION.
The principal assets were contributed to the Company to establish the
manufacturing of fine gold, platinum and silver jewelry and the development of
the technology that has a proprietary process to make gem quality diamonds and
enhance the color of natural diamonds.
Each of the Filing Persons expects to evaluate on an ongoing basis the
Company's financial condition, business, operations and prospects, the market
price of the Common Stock, conditions in the securities markets generally,
general economic and industry conditions and other factors. Accordingly, each
Filing Person reserves the right to change its plans and intentions at any time,
as it deems appropriate. In particular, the
<PAGE>
Filing Persons may purchase additional shares of Common Stock or may sell shares
of Common Stock from time to time in public or private transactions and/or may
enter into privately negotiated derivative transactions with institutional
counterparties to hedge the market risk of some or all of its positions in the
Common Stock or other securities. Any such transactions may be effected at
anytime or from time to time (subject to any applicable limitations imposed on
the sale of any of their shares of Common Stock by the Securities Act of 1933,
as amended (the "Securities Act"), and subject to the other restrictions
described in Item 6).
The foregoing is qualified in its entirety by reference to the amended
Certificate of incorporation and By-laws, which were filed as Exhibits to the
Company Registration Statement filed on Form S-8, filed June 15, 2000, and are
incorporated herein by reference.
Except as disclosed herein, none of the Filing Persons has any plans or
proposals which relate to or would result in any of the transactions described
in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of June 18, 2000, each of the LLCs and LD and Mr. Palazzo and Mr.
Weinberg may be deemed to own beneficially an aggregate of 20,000,000 shares of
Common Stock. As of June 18, 2000, there are 22,955,796 shares of Common Stock
outstanding. Park also has a warrant to acquire 5,000,000 shares of common stock
(the "Warrant") of the Company. Based on the foregoing, each of the LLCs and LD
and Mr. Palazzo and Mr. Weinberg may be deemed to own beneficially in the
aggregate approximately 89.4% of the outstanding shares of Common Stock. Each of
the LLCs and LD and Mr. Palazzo and Mr. Weinberg disclaim beneficial ownership
of securities reported herein except to the extent such securities are owned
directly by either of such each of the LLCs and LD and Mr. Palazzo and Mr.
Weinberg.
As of June 18, 2000, Mr. Kochisarli may be deemed to own beneficially an
aggregate of 20,200,000 shares including 200,000 shares of Common Stock owned
personally. Including such Warrant, Mr. Kochisarli may be deemed to own
beneficially approximately 90.1% of the outstanding shares of Common Stock. Mr.
Kochisarli disclaims beneficial ownership of the securities reported herein.
None of the Filing Persons beneficially owns any shares of Common Stock
other than as set forth herein.
(b) Each Filing Person has the sole power to vote or direct the vote and
to dispose or direct the disposition, or has the shared power to vote or direct
the vote and to dispose or to direct the disposition, of shares of Common Stock
beneficially owned by such Filing Person as indicated on pages 1-11 above.
(c) Except as set forth in Item 3, no transactions in the Common Stock
were effected by the Filing Persons during the past 60 days.
(d) No person is known by any Filing Person to have the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, any shares of Common Stock beneficially owned by any Filing Person.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Company and Park, are parties to a Warrant Agreement, dated as of June
2000 (the "Warrant Agreement"). Pursuant to the Warrant Agreement Park has the
option to purchase from the Company 5,000,000 shares of Common Stock for $.1875
per share until December 31, 2003. The foregoing is qualified in its entirety by
reference to the Warrant Agreement, which is filed as Exhibit to the 8-K filed
June 19, 2000, and incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Form of Amended and Restated Certificate of Incorporation (incorporated
<PAGE>
herein by reference to Exhibit 3.1 to the Company's Registration Statement on
form S-8, filed June 15, 2000).
2. Form of Amended and Restated By Laws (incorporated herein by reference to
Exhibit 3.2 to the Company's Registration Statement on form S-8, filed June 15,
2000).
3. Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the
Company's Registration Statement on form S-8, filed June 15, 2000).
4. Capital Contribution and Stock Purchase Agreement, dated as of June 8, 2000,
by and between the Company and Park (incorporated herein by reference to Exhibit
10.3 to the Company's 8-K, filed June 19, 2000.
5. Management Agreement, dated as of June 8, 2000, by and between the Company
and Park (incorporated herein by reference to Exhibit 10.4 to the Company's 8-K,
filed June 19, 2000).
6. Warrant Agreement, dated as of June 8, 2000, by and between the Company and
Park (incorporated herein by reference to Exhibit 10.5 to the Company's 8-K,
filed June 19, 2000).
7. Joint Filing Agreement, dated as of June 18, 2000.
8. Powers of Attorney.
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: June 18, 2000
PARK VANGUARD LLC
*
By: Marc A. Palazzo
Manager
LABYRINTH ENTERPRISES LLC
*
By: Marc A. Palazzo
Manager
LD TRUST
*
By: Doron Weinberg
Trustee
*
-----------------------------------
Marc A. Palazzo
*
-----------------------------------
Zeki Kochisarli
*
-----------------------------------
Doron Weinberg
* By: /s/ Marc A. Palazzo
Marc A. Palazzo
Attorney-in-Fact
<PAGE>
INDEX OF EXHIBITS
1. Form of Amended and Restated Certificate of Incorporation (incorporated
herein by reference to Exhibit 3.1 to the Company's Registration Statement on
form S-8, File No.
333-71937).
2. Form of Amended and Restated By Laws (incorporated herein by reference to
Exhibit 3.2 to the Company's Registration Statement on form S-8, File No.
333-71937).
3. Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the
Company's Registration Statement on form S-8, File No. 333-71937).
4. Capital Contribution and Stock Purchase Agreement, dated as of June 8, 2000,
by and between the Company and Park (incorporated herein by reference to Exhibit
10.3 to the Company's 8-K, File No. 333-71937
5. Management Agreement, dated as of June 8, 2000, by and between the Company
and Park (incorporated herein by reference to Exhibit 10.4 to the Company's 8-K,
File No. 333- 71937).
6. Warrant Agreement, dated as of June 8, 2000, by and between the Company and
Park (incorporated herein by reference to Exhibit 10.5 to the Company's 8-K,
File No. 333- 71937).
7. Joint Filing Agreement, dated as of June 18, 2000.
8. Powers of Attorney.
