<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
AMERICAN PRECISION INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
SERIES A SEVEN PERCENT (7%) CUMULATIVE CONVERTIBLE PREFERRED STOCK
- --------------------------------------------------------------------------------
(Title of Class of Securities)
#029069-10-0 for common stock
-----------------------------
(CUSIP Number)
STANELY WEISS, ESQ., 80 MAIN STREET, WEST ORANGE, N.J. 07052 (201) 736-1815
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JULY 8, 1997
-------------------------------------------------------
(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 3d-(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 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> 2
SCHEDULE 13D
<TABLE>
<CAPTION>
- --------------------------------------------- --------------------------------------------
CUSIP NO. 029069-10-1 for common stock PAGE 2 OF 10 PAGES
- --------------------------------------------- --------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
INTER SCAN HOLDING LTD.
- ------------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X /
- ------------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- ------------------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
- ------------------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
SWITZERLAND
- ------------------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
20,000 shares (100%) of Series A Seven Percent (7%) Cumulative Convertible Preferred
Stock convertible into 1,244,485 shares (14.428%) of Common Stock-as directed by
Issuer's Board of Directors for three years
NUMBER OF -------------------------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH -------------------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 20,000 shares (100%) of above Series A Preferred Stock convertible into 1,244,485 shares
(14,428%) of Common Stock, subject to Issuer's right of first refusal for three years.
-------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- ------------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000 shares of above Series A Preferred Stock
- ------------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- ------------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
- ------------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
SCHEDULE 13D
<TABLE>
<CAPTION>
- --------------------------------------------- --------------------------------------------
CUSIP NO. 029069-10-1 commonn stock PAGE 3 OF 10 PAGES
- --------------------------------------------- --------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
HOLGER HJELM, AS UTIMATE BENEFICIAL OWNER OF ALL SHARES OF INTER SCAN HOLDING LTD.
- ------------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x /
- ------------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- ------------------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
- ------------------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
SWEDEN
- ------------------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
20,000 shares (100%) of Series A Seven Percent (7%) Cumulative Convertible Preferred
Stock convertible into 1,244,485 shares (14.428%) of Common Stock - as directed by -
Issurer's Board of Directors for three years
NUMBER OF -------------------------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH -------------------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 20,000 shares (100%) of above Series A Preferred Stock convertible into 1,244,485 shares
(14.428%) of Common Stock, subject to Issuer's right of first refusal for three years.
-------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- ------------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000 shares of above Series A Preferred Stock
- ------------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- ------------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
- ------------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
SCHEDULE 13D
CUSIP# 029069-10-1 COMMON STOCK PAGE 4 OF 10 PAGES
- ------------------------------- ------------------
ITEM 1. SECURITY AND ISSUER
- ---------------------------
20,000 Shares of Series A Seven Percent (7%) Cumulative Convertible Preferred
Stock ("Series A Preferred Stock") issued by American Precision Industries,
Inc., having its principal offices at 2777 Walden Avenue, Buffalo, New York
14225 ("API").
ITEM 2. IDENTITY AND BACKGROUND
REPORTING PERSON #1
Name: Inter Scan Holding Ltd. ("Inter Scan")
Place of Organization: Zurich, Switzerland
Principal business is: Private investment holding company
Business Address is: Schifflande 5 CH-8001, Zurich, Switzerland
Principal Office is: Schifflande 5 CH-8001, Zurich, Switzerland
Convicted of any criminal proceedings: No
Violated any securities laws, etc.: No
DIRECTORS, OFFICERS AND CONTROLLING PERSONS OF INTER SCAN
----------------------------------------------------------
(a) Name: Holger Hjelm
(b) Home Address is: Nora Strand 30, S-182 34, Danderyd, Sweden
(c) Occupation: investor, principally purchasing diverse private
companies
Title: Director
(d) Convicted of any criminal proceedings: No
(e) Violated any securities laws, etc.: No
(f) Citizenship: Sweden
(a) Name: Dr. Rudolf Heiz
(b) Business Address is: Pestalozzi, Gmuer & Patry, Loewenstrasse
1, CH-8001 Zurich, Switzerland
(c) Occupation: attorney Title: Director
(d) Convicted of any criminal proceedings: No
(e) Violated any securities laws, etc.: No
(f) Citizenship: Switzerland
<PAGE> 5
SCHEDULE 13D
CUSIP# 029069-10-1 COMMON STOCK PAGE 5 OF 10 PAGES
- ------------------------------- ------------------
(a) Name: Max Eugen Huber
(b) Business Address is: Schifflande 5 CH-8001, Zurich,
Switzerland
(c) Occupation: business adviser Title: Director
(d) Convicted of any criminal proceedings: No
(e) Violated any securities laws, etc.: No
(f) Citizenship: Switzerland
REPORTING PERSON #2
-------------------
(a) Name: Holger Hjelm
(b) through (f) - see above
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
- ----------------------------------------------------------
The consideration given to API for, inter alia, the Series A Preferred
Stock in API are the shares of capital stock owned by Inter Scan in Portescap
("Portescap"), formerly a wholly owned subsidiary of Inter Scan, pursuant to the
Amended and Restated Stock Purchase Agreement between Inter Scan and Portescap
as Seller and API and API Portescap Inc. as Buyer dated July 3, 1997 ("Stock
Purchase Agreement") wherein API purchased all of the issued and outstanding
capital stock of Portescap from Inter Scan. A copy of the Stock Purchase
Agreement is annexed as Appendix A.
ITEM 4. PURPOSE OF TRANSACTION
- ------------------------------
The purposes of the acquisition of the securities of API were to (i)
participate in the future of API, which Inter Scan believes is well positioned
and managed; (ii) improve Portescap's future by combining its business with the
motion and other varied businesses of API; and (iii) diversify Inter Scan's
investment in the capital goods field and free its resources for other projects.
Inter Scan has no purpose or intention to change the control of API; and the
Shareholder Agreement it has signed requires it, for a three year period, to
vote as the API Board of Director requests and contains a number of restrictions
on takeover activity. See Pages 3 - 4 and 8 - 10 of Exhibit 5.1(d)(1) to
Appendix A which are incorporated herein by reference.
(a) In addition to cash, Inter Scan received from API at the closing
(i) the 20,000 shares of Series A Preferred Stock which are initially
convertible into 1,244,485 shares of API's Common Stock at an initial conversion
price of $17.00 per share and exchangeable into 1,000,000 shares of Series B
Seven Percent (7%) Cumulative Convertible Preferred Stock ("Series B Preferred
Stock") which will also be convertible into 1,244,485 shares of Common
Stock [See Exhibit 1.2(a)(i) to Appendix A], assuming necessary approvals
are obtained for the issuance of the Series B Preferred Stock and (ii) a
$5,000,000.00 Exchangeable Promissory Note ("Note") of API exchangeable for an
additional 236,337 shares of Series B Preferred Stock which will be
convertible into an additional 294,118 shares of Common Stock, if necessary
approvals are obtained by April 30, 1998 for the issuance of
<PAGE> 6
SCHEDULE 13D
------------
CUSIP# 029069-10-1 COMMON STOCK PAGE 6 OF 10 PAGES
- ------------------------------- ------------------
the Series B Preferred Stock and an increase in the amount of authorized Common
Stock. [See Exhibit 1.2(a)(ii) to Appendix A].
(b) Not applicable
(c) Not applicable
(d) At the closing, Holger Hjelm was elected to fill a newly created
vacancy on the nine member Board of Directors of API with a term expiring in the
year 2000, subject to shareholder approval at the next annual meeting of API's
shareholders. Hjelm was also elected to the five member Nominating Committee of
API's Board of Directors.
(e) Not applicable
(f) Not applicable
(g) A Certificate of Designation was filed on July 2, 1997
pursuant to Section 151 of the Delaware General Corporation Law fixing the terms
of Series A Preferred Stock. The Stock Purchase Agreement contemplates that
API's corporate charter will be amended by April 30, 1998 by the shareholders to
authorize the issuance of the Series B Preferred Stock and increase the amount
of Common Stock in an amount sufficient to satisfy the conversion rights for the
Series B Preferred Stock to be exchanged for the Note.
(h) Not applicable
(i) Not applicable
(j) Not applicable
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
- ---------------------------------------------
(a) Inter Scan is the owner of 20,000 shares of Series A Preferred
Stock and owns 100% of that class of Stock. Under the Series A Preferred Stock,
Inter Scan has the right to convert such shares (assuming no adjustment in the
initial $17.00 per share conversion price) into 1,244,485 shares of Common Stock
(14.428% of the Common Stock) and to exchange such Series A Preferred Stock into
1,000,000 shares of Series B Preferred Stock if approvals are obtained for the
issuance of the Series B Preferred Stock. The 1,000,000 shares of Series B
Preferred Stock would also be convertible into 1,244,485 shares of Common Stock.
Under the Note, if the shareholders of API approve the issuance of the Series B
Preferred Stock and authorize the issuance of additional Common Stock by April
30, 1998, then Inter Scan is required to exchange the Note for 236,337 shares of
Series B Preferred Stock which will be convertible into an additional 294,118
shares of
<PAGE> 7
SCHEDULE 13D
------------
CUSIP# 029069-10-1 COMMON STOCK PAGE 7 OF 10 PAGES
- ------------------------------- ------------------
Common Stock (assuming the initial conversion price of $17.00 per share). The
1,244,485 and 294,118 shares of Common Stock total 1,538,603 shares (or 17.25%)
of the Common Stock outstanding after the conversion.
(b) Pursuant to Section 3 of the Shareholder Agreement which is annexed
as Exhibit 5.1(d)(1) of the Stock Purchase Agreement, Inter Scan is required for
a three year period to vote its shares in accordance with the recommendation of
API's Board of Directors as set forth in any proxy statement distributed by API.
(c) Not applicable
(d) Not applicable
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
- --------------------------------------------------------------------------------
SECURITIES OF THE ISSUER.
- -------------------------
There are no contracts, arrangements, understandings or relationships
among the persons named in Item 2 with respect to any securities of the API. The
only contracts, arrangements, understandings or relationships between any such
persons and any other person with respect to any securities of API are those set
forth in the Stock Purchase Agreement and Exhibits thereto which are filed as
Appendix A to this Schedule. The Stock Purchase Agreement contains provisions
concerning the voting of the securities [Section 3 of the Shareholder Agreement,
Exhibit 5.1(d)(1)]; finder fees [Section 11.8 of the Stock Purchase Agreement];
guarantee of profits [Section 6 of the Shareholder Agreement, Exhibit 5.1(d)(1)
and Pages 3 and 4 of the Note, Exhibit 2.1(a)(ii)]; right of first refusal
[Section 4 of the Shareholder Agreement, Exhibit 5.1(d)(1)]; and the giving of
proxies [Section 3 of the Shareholder Agreement, Exhibit 5.1(d)(1)], all of
which are incorporated herein by reference.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
- ------------------------------------------
Appendix A - Stock Purchase Agreement
Exhibit 1.2(a)(i) - Terms of Convertible Preferred Stock
Exhibit 1.2(a)(ii) - Form of Exchangeable Promissory Note
Exhibit 5.1(d)(1) - Shareholder Agreement
Exhibit 5.1(d)(2) - Registration Agreement
<PAGE> 8
SCHEDULE 13D
CUSIP# 029069-10-1 COMMON STOCK PAGE 8 OF 10 PAGES
- ------------------------------- ------------------
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.
July 14, 1997 /s/ Stanley Weiss
- ------------- -----------------------
Stanley Weiss, Esq.
Attorney at Law
---------------
<PAGE> 9
SCHEDULE 13D
------------
CUSIP# 029069-10-1 COMMON STOCK PAGE 9 OF 10 PAGES
- ------------------------------- ------------------
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5
AND
SCHEDULE 13D
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Stanley Weiss, James J. Tanous and Deborah K. Pawlowski,
signing singly, its true and lawful attorney-in-fact, with respect to the
undersigned's status as a holder of more that 10% of the voting securities of
American Precision Industries Inc., to:
(1) execute for and on behalf of the undersigned Forms 3, 4 and 5 in
accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder, and Schedule 13D, and any amendments thereto,
in accordance with Section 13(d) of the Securities Exchange Act of 1934
and the rule thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete the execution of any
such Forms 3, 4 or 5 and any such Schedule 13D and any amendments
thereto and the timely filing of such form and Schedule with the United
States Securities and Exchange Commission, the New York Stock Exchange
and any other authority, and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned;
it being understood that the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such attorney-in-fact may
approve in his discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as such attorney-in-fact
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
his/her substitute or substitutes, shall lawfully do or cause to be done by
virtue of this power of attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming any of the
undersigned's responsibilities to comply with Section 16 or Section 13(d) of
the Securities Exchange Act of 1934.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 11th day of July 1997.
Inter Scan Holding Ltd.
By /s/ Dr. Rudolf Heiz
------------------------
Dr. Rudolf Heiz
By /s/ Max E. Huber
------------------------
Max E. Huber
<PAGE> 10
SCHEDULE 13D
------------
CUSIP#029069-10-1 COMMON STOCK PAGE 10 OF 10 PAGES
- ------------------------------ -------------------
POWER OF ATTORNEY
FOR EXECUTING FORMS 3,4 AND 5
AND
SCHEDULE 13D
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Stanley Weiss, James J. Tanous and Deborah K. Pawlowski,
signing singly, its true and lawful attorney-in-fact, with respect to the
undersigned's status as a director of American Precision Industries Inc. and
potential beneficial owner of more than 10% of the voting securities of
American Precision Industries Inc., to:
(1) execute for and on behalf of the undersigned Forms 3,4 and 5 in accordance
with Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder, and Schedule 13D, and any amendments thereto, in accordance
with Section 13(d) of the Securities Exchange Act of 1934 and the rule
thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete the execution of any
such Forms 3,4 or 5 and any such Schedule 13D and any amendments thereto
and timely filing of such form and Schedule with the United States
Securities and Exchange Commission, the New York Stock Exchange and any
other authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned;
it being understood that the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such attorney-in-fact may
approve in his discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as such
attorney-in-fact might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his/her substitute or substitutes, shall lawfully do or
cause to be done by virtue of this power of attorney and the rights and powers
herein granted. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 16 or Section 13(d) of the Securities Exchange Act of 1934.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 13th day of July 1997.
By /s/ Holger Hjelm
-----------------------
Holger Hjelm
