UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Initio, Inc.
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
457203-10-7
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(CUSIP Number)
Arnold N. Bressler, Esq.
One Pennsylvania Plaza, 49th Floor, New York, New York
10119-0165 - (212) 594-5300
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
February 25, 1998
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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 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: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) 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 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 coverage 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>
CUSIP NO. 457203-10-7 PAGE 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DESTEFANO CHILDREN'S TRUST
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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*
OO
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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
USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
530,546
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8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER
530,546
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
530,546
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9%
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14 TYPE OF REPORTING PERSON*
OO
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<PAGE>
This initial Schedule 13D of the DeStefano Children's Trust (the "Schedule
13D") relates to the common stock, par value $.01 per share, issued by Initio,
Inc.
Item 1.
This Schedule 13D relates to the shares of common stock, par value $.01
per share (the "Common Stock"), of Initio, Inc., a Nevada corporation (the
"Company"). The address of the principal executive office of the Company is 2500
Arrowhead Drive, Carson City, Nevada 89706.
Item 2. Identity and Background
1. (a-c) The DeStefano Children's Trust (the "Trust") is a New Jersey
Trust formed for the benefit of the children of Daniel A. DeStefano, Chairman of
the Company. The principal address of the Trust is c/o Mr. John McConeghy, 42
Sterling Lane, Wayne, New Jersey 07407. The Trustees are Mr. John McConeghy and
Mr. Alfred DeStefano.
(d-e) During the last five years, the Trust has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) and
was not 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 violations with respect to such laws.
Item 5. Interest in Securities of the Issuer.
(a-b) The Trust is the beneficial owner of 530,546 shares of the Company's
common stock. This represents 10.9% of the Company's issued and outstanding
shares. The Trust's beneficial ownership is comprised of 530,546 shares over
which the Trustees, Mr. McConeghy and Mr. DeStefano have sole voting and
dispositive power.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
On February 25, 1998, the Company entered into the Debenture Commitment
Agreement with Pioneer Ventures Associates Limited Partnership ("PVALP")
pursuant to which PVALP has agreed to make certain loans to the Company to be
repaid by the Company in accordance with the terms of convertible subordinated
debentures (the "Debentures"). PVALP has initially loaned $3,000,000 to the
Company and the Company has issued the First Subordinated Debenture due May 1,
2003 (the "First Debenture").
The terms of the First Debenture include the condition that the principal
stockholders of the Company (the "Principal
Page 2 of 4 Pages
<PAGE>
Stockholders"), which include the Trust, enter into the Voting Agreement.
The Voting Agreement provides that so long as there is any unpaid
principal amount or interest outstanding under the Debentures or so long as the
conversion shares are held by PVALP, the Principal Stockholders will vote all of
their Common Stock for the election of PVALP's designee as a director of the
Company. In addition, in the event of a default under the Debenture Commitment
Agreement, the Principal Shareholders agree to elect that number of nominees to
the Board of Directors designated by PVALP such that the Board of Directors
becomes comprised of a majority of nominees of PVALP. The Principal Shareholders
also agree to vote in favor of the PVALP nominees so long as any interest or
principal remains unpaid.
The Voting Agreement also provides that the Principal Shareholders may not
transfer any Common Stock to any affiliate without PVALP's prior written
consent. "Affiliate" is defined in the Voting Agreement as (a) any spouse,
parent, parent-in-law, grandparent, grandchild, sibling, uncle, aunt, niece,
nephew or first cousin of the transferor or (b) any person which the transferor
directly or indirectly controls or (c) any transfer to a person if the
transferor remains a beneficial owner, as that term is used in Section 13(d) of
the Securities Exchange Act of 1934, as amended, of the transferred shares.
Item 7. Material to be Filed as Exhibits.
The following are attached as exhibits hereto:
Exhibit 1. Debenture Commitment Agreement, dated as of February
25, 1998, by and between the Company and PVALP
incorporated by reference to the Schedule 13D dated
March 13, 1998 of Martin Fox.
Exhibit 2. Convertible Subordinated Debenture due May 1, 2003
incorporated by reference to the Schedule 13D dated
March 13, 1998 of Martin Fox.
Exhibit 3. Voting Agreement, dated as of February 25, 1998, by
and between PVALP and the Principal Stockholders
incorporated by reference to the Schedule 13D dated
March 13, 1998 of Martin Fox.
Page 3 of 4 Pages
<PAGE>
SIGNATURES
After reasonable inquiry, and to the best of the knowledge and belief of
the undersigned, each of the undersigned hereby certifies that the information
set forth in this statement is true, complete and correct.
DESTEFANO CHILDREN'S TRUST
By: /s/ John McConeghy
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John McConeghy, Trustee
By: /s/ Alfred DeStefano
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Alfred DeStefano, Trustee
Dated: March 13, 1998
Page 4 of 4 Pages
