SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
DRYCLEAN USA, Inc.
Formerly
Metro-Tel Corp.
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(Name of Issuer)
Common Stock, par value $0.25
-----------------------------
(Title of Class of Securities)
262432-10-7
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(CUSIP Number)
Lloyd Frank, Esq.
Parker Chapin Flattau & Klimpl, LLP
1211 Avenue of the Americas
New York, New York 10036
212-704-6000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 13, 2000
----------------
(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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ]
<PAGE>
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
- --------------------------------------------------------------------------------
Michael Steiner
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ X ]
- --------------------------------------------------------------------------------
3. SEC Use Only
4. Source of Funds (See Instructions) PF
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) [ ]
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization United States
- --------------------------------------------------------------------------------
Number of 7. Sole Voting Power 2,260,577
Shares Bene- ----------------------------------------------------------
ficially Owned
By Each 8. Shared Voting Power 0
Reportin ----------------------------------------------------------
Person With
Reporting 9. Sole Dispositive Power 2,260,577
----------------------------------------------------------
10. Shared Dispositive Power 0
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,260,577
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [X]
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) 32.5%
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions) IN
- --------------------------------------------------------------------------------
<PAGE>
Except as to Items 1, 3, 5 and 7, no changes have occurred to the
answer of any Items of this Schedule 13D from the information last reported by
Michael Steiner in respect of such Items.
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock of DRYCLEAN USA, Inc.,
formerly named Metro-Tel Corp. (the "Issuer" or the "Company"). The Issuer
changed its name to DRYCLEAN USA, Inc. effective November 7, 1999. The Issuer's
executive offices are located at 290 N.E. 68 Street, Miami, Florida 33138.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to the Agreement of Merger among the Issuer, Metro-Tel
Acquisition Corp. (a wholly-owned subsidiary of the Issuer), Steiner-Atlantic
Corp. ("Steiner"), the Reporting Person and Michael S. Steiner ("Merger
Agreement"), on November 1, 1998, the Reporting Person received 13.90561 shares
of Common Stock of the Issuer for each share of common stock of Steiner owned by
the Reporting Person. As a result, the Reporting Person received 2,360,477
shares of Common Stock of the Issuer. The Reporting Person used personal funds
for purchases of shares of the Issuer's Common Stock purchased subsequent
thereto.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The following information is as at January 15, 2000:
(a)(i) Amount Beneficially Owned: 2,260,577. Excludes 2,290,977 (33.0%
of the Issuer's outstanding) shares of Common Stock owned by William
K. Steiner, the Reporting Person's father, who does not reside in the
Reporting Person's household and, as to which shares, the Reporting
Person disclaims beneficial ownership.
(ii) Percent of Class: 32.5%.
Percent of Class is based on 6,945,000 shares of the Issuer's Common
Stock outstanding on January 15, 2000.
(b) Number of shares to which such person has:
(i) sole power to vote or to direct the vote -2,260,577
(ii) shared power to vote or to direct the vote - 0
(iii) sole power to dispose or to direct the disposition of -
2,260,577
(iv) shared power to dispose or to direct the disposition of - 0
<PAGE>
(c) The following is a schedule of the transactions of the Reporting
Person in the Issuer's capital stock since the November 1, 1998 date of the
event which required the initial filing of this Statement:
Date of Number of Shares
------- ----------------
Transaction Acquired Disposed of Price Nature of Transaction
- ----------- -------- ----------- ----- ---------------------
11/10/99 100 $2.50 Open Market Purchase
01/13/00 100,000 $1.25 Private Sale
(d) No other person is known to have the right to receive, or the
power to direct the receipt of, dividends from, or the proceeds from the sale
of, the securities of the Company owned by the Reporting Person.
(e) Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 - Merger Agreement (1)
Exhibit 2 - Engagement Letter between the Issuer and Slusser Associates,
Inc. (1)
Exhibit 3 - Investment Letter dated January 13, 2000 from RAM Capital
Management Trust to the Issuer and the Reporting Person.(2)
- --------------------------
(1) Previously filed with the initial filing of this Schedule.
(2) Filed with this Amendment No. 1.
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: January 20, 2000
/s/ Michael Steiner
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Michael Steiner
INVESTMENT LETTER
January 13, 2000
DRYCLEAN USA, Inc. Mr. Michael Steiner
290 N.E. 68th Street 290 N.E. 68th Street
Miami, Florida 33138 Miami, Florida 33138
Gentlemen:
The undersigned hereby agrees to purchase 100,000 shares of Common
Stock, $.025 par value per share (the "Shares"), of DRYCLEAN USA, Inc. (the
"Company") from Michael Steiner for a purchase price of $125,000. Payment of the
purchase price by the undersigned by certified check will be made on or prior to
January 31, 2000.
As an inducement to Mr. Steiner to transfer the Shares and the Company
to effectuate the transfer, the undersigned hereby acknowledges, represents,
warrants and agrees as follows:
(a) None of the Shares is currently being registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities laws. The undersigned understands that the purchase and sale of the
Shares hereunder is intended to be exempt from registration under the Securities
Act by virtue of Section 4(1) of the Securities Act based, in part, upon the
representations, warranties and agreements contained in this Investment Letter;
(b) The undersigned has such knowledge and experience in
financial, tax and business matters so as to enable it to utilize the
information made available to it in connection with its purchase of the Shares
to evaluate the merits and risks of an investment in the Shares and to make an
informed investment decision with respect thereto;
(c) The undersigned has reviewed all of the Company's filings
with the Securities and Exchange Commission as it deemed necessary including,
without limitation, the Company's Annual Report on Form 10-K for the year ended
June 30, 1999, Quarterly Report on Form 10-Q for the quarter ended September 30,
1999 and Proxy Statement used in connection with the Company's 1999 Annual
Meeting of Stockholders. The undersigned has analyzed the risks attendant to an
investment in the Shares and has made its decision to invest in the Shares based
on its own analysis of the Company's business, financial condition, results of
operations and prospects without representation or warranty with respect thereto
from either Mr. Steiner or the Company. The undersigned understands that its
investment in the Shares involves a high degree of risk.
(d) The undersigned is an "accredited investor", as that term is
defined in Rule 501(a) of Regulation D of the Securities Act (such definition is
provided on Exhibit A annexed hereto).
(e) The undersigned is acquiring the Shares solely for the
undersigned's own account for investment and not with a view to resale or
distribution of any of the Shares;
(f) The undersigned may be required to bear the economic risk of
the investment indefinitely because none of the Shares may be sold, hypothecated
or otherwise
<PAGE>
disposed of unless subsequently registered under the Securities Act and
applicable state securities laws or an exemption from registration is available.
The Company is not obligated to register the shares under the Securities Act or
any state securities law. Any resale of the Shares can be made only pursuant to
(i) a Registration Statement under the Securities Act which is effective and
current at the time of sale or (ii) a specific exemption from the registration
requirements of the Securities Act. In claiming any such exemption, the
undersigned will, prior to any offer or sale or distribution of any Shares
advise the Company and, if requested, provide the Company with a favorable
written opinion of counsel, in form and substance satisfactory to counsel to the
Company, as to the applicability of such exemption to the proposed sale or
distribution;
(g) The undersigned also understands that the exemption
afforded by Rule 144 promulgated by the Securities and Exchange Commission under
the Securities Act ("Rule 144") will not become available for at least one year
from the date of payment for the Shares and any sales in reliance on Rule 144,
if then available, can be made only in accordance with the terms and conditions
of that rule, including, among other things, a requirement that the Company then
be subject to, and current, in its periodic filing requirements under the
Securities Exchange Act of 1934 (the "Exchange Act") and, among other things, a
limitation on the amount of Shares that may be sold in specified time periods
and the manner in which the sale can be made; that, while the Company's Common
Stock is registered under the Exchange Act and the Company is presently subject
to the periodic reporting requirements of the Exchange Act, there can be no
assurance that the Company will remain subject to such reporting obligations or
current in its filing obligations; and that, in case Rule 144 is not applicable
to a disposition of the Shares, compliance with the registration provisions of
the Securities Act or some other exemption from such registration provisions
will be required;
(h) Legends shall be placed on the certificates evidencing the
Shares to the effect that such shares of Common Stock have not been registered
under the Securities Act or applicable state securities laws and appropriate
notations thereof will be made in the Company's stock books. Stop transfer
instructions will be placed with the transfer agent of the securities
constituting the Stock; and
(i) The undersigned is under no obligation to render any
publicity about the Company, but if it does, it will appropriately reflect its
ownership of the Shares.
Very truly yours,
RAM CAPITAL MANAGEMENT TRUST
By:____________________________________ Tax I.D. No. 65-0844308
Steven Oshinsky, Address: 23350 Water Circle
General Manager Boca Raton, Florida 33486
<PAGE>
EXHIBIT A
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The term "accredited investor" refers to any person or entity who comes
within any of the following categories:
1. Any bank as defined in Section 3(a)(2) of the Act or any savings
and loan association or other institution as defined in Section 3(a)(5)(A) of
the Act whether acting in its individual or fiduciary capacity; any broker or
dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934;
any insurance company as defined in Section 2(13) of the Act; any investment
company registered under the Investment Company Act of 1940 or a business
development company as defined in Section 2(a)(48) of the Investment Company Act
of 1940; any Small Business Investment Company licensed by the U.S. Small
Business Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958; any plan established and maintained by a state, its
political subdivisions, or any agency or instrumentality of a state or its
political subdivisions, for the benefit of its employees, if such plan has total
assets in excess of $5,000,000; any employee benefit plan within the meaning of
Title I of the Employment Retirement Income Security Act of 1974 ("ERISA"), if
the investment decision is made by a plan fiduciary, as defined in Section 3(21)
of ERISA, which is either a bank, a saving and loan association, insurance
company or registered investment advisor, or if the employee benefit plan has
total assets in excess of $5,000,000, or, if a self-directed plan, with
investment decisions made solely by persons that are accredited investors;
2. Any private business development company as defined in Section
202(a)(22) of the Investment Advisors Act of 1940;
3. Any organization described in Section 501(c)(3) of the Internal
Revenue Code, corporation, Massachusetts or similar business trust, or
partnership, not formed for the specific purpose of acquiring the securities
offered, with total assets in excess of $5,000,000;
4. Any director or executive officer of the Company;
5. Any natural person whose individual net worth, or joint net worth
with that person's spouse, at the time of his purchase, exceeds $1,000,000;
6. Any natural person who had an individual income in excess of
$200,000 in each of the two most recent years or joint income with that person's
spouse in excess of $300,000 in each of those years and has a reasonable
expectation of reaching the same income level in the current year;
7. Any trust, with total assets in excess of $5,000,000 not formed for
the specific purpose of acquiring the securities offered, whose purchase is
directed by a sophisticated person as described in Rule 506 of Regulation D; or
8. Any entity in which all of the equity owners are accredited
investors.
