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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ___)*
Boatracs, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
096662101
- --------------------------------------------------------------------------------
(CUSIP Number)
June 25, 1999
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
- ---------------
* 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 in 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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
Exhibit Index is Page 9 of 12 Pages
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Page 2 of 12 Pages
CUSIP No. 096662101 SCHEDULE 13G
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lexington Funding, LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 0 shares
--------------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 750,000(1) shares, the voting power with respect to which
is shared with Louis Gonda
OWNED BY
--------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0 shares
--------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER
WITH: 750,000(1) shares, the dispositive power of which is
shared with Louis Gonda
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,000(1)
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.8%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
00 (Limited Liability Company)
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 12 Pages
CUSIP No. 096662101 SCHEDULE 13G
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Amended and Restated Gonda Family Trust dated April 1, 1993 (the
"Trust")
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 0 shares
--------------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 588,000 shares, the voting power with respect to which
is shared with Louis Gonda
OWNED BY
EACH
REPORTING
PERSON
--------------------------------------------------------------
WITH: 7 SOLE DISPOSITIVE POWER
0 shares
--------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
588,000 shares, the dispositive power of which is shared
with Louis Gonda
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
588,000
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.0%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
00 (Trust)
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 4 of 12 Pages
CUSIP No. 096662101 SCHEDULE 13G
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Louis Gonda
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 0 shares
--------------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,338,000 shares comprised of (1) 750,000 shares, the
voting power with respect to which is shared with
OWNED BY Lexington Funding, LLC and (ii) 588,000 shares, the
voting power with respect to which is shared with the
Trust.
--------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0 shares
--------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER
WITH: 1,338,000 shares comprised of (i) 750,000 shares, the
dispositive power of which is shared with Lexington
Funding, LLC and (ii) 588,000 shares, the dispositive
power of which is shared with the Trust.
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,338,000
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.8%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 5 of 12 pages
Item 1(a) Name of Issuer:
Boatracs, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
10675 Sorrento Valley Road
Suite 200
San Diego, CA 92121
Item 2(a) Name of Person Filing:
This Statement is being filed by Lexington Funding, LLC; the Amended
and Restated Gonda Family Trust dated April 1, 1993 (the "Trust"); and
Louis Gonda, who are sometimes collectively referred to as the
"Reporting Persons." The Reporting Persons may be deemed to be a
"group" for purposes of Sections 13(d) and 13(g) of the Securities
Exchange Act of 1934 and the rules thereunder (the "Act").
Item 2(b) Address of Principal Business Office or, if none, Residence:
The address of the principal business office of each of the Reporting
Persons is 9350 Wilshire Blvd., Suite 400, Beverly Hills, California
90212.
Item 2(c) Citizenship:
Lexington Funding, LLC is a California limited liability company.
The Trust is governed by the laws of the State of California. Mr.
Gonda is a U.S. citizen.
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
096662101
Item 3 If this statement is filed pursuant to ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
Not applicable
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Page 6 of 12 pages
Item 4 Ownership:
The following information with respect to the ownership of the
issuer's Common Stock by the Reporting Persons is provided as of June
25, 1999.
(a) Amount Beneficially Owned:
See Row 9 of cover page for each Reporting Person.
(b) Percent of Class:
See Row 11 of cover page for each Reporting Person.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
See Row 5 of cover page for each Reporting Person.
(ii) shared power to vote or to direct the vote
See Row 6 of cover page for each Reporting Person.
(iii) sole power to dispose or to direct the disposition of
See Row 7 of cover page for each Reporting Person.
(iv) shared power to dispose or to direct the disposition of
See Row 8 of cover page for each Reporting Person.
Item 5 Ownership of Five Percent or Less of a Class:
Not applicable
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Page 7 of 12 pages
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
To the best knowledge of each of the Reporting Persons, no person other
than each of 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 Boatracs, Inc. Common Stock beneficially owned by each of
the Reporting Persons.
Item 7 Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company:
Not applicable
Item 8 Identification and Classification of Members of the Group:
See Exhibit 2.
Item 9 Notice of Dissolution of Group:
Not applicable
Item 10 Certification:
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction
having that purpose or effect.
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Page 8 of 12 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.
Date: July 29, 1999
/s/ LOUIS GONDA
- -----------------------------
Louis Gonda, on behalf of himself, on behalf of Lexington Funding, LLC, as
President of Lexington Commercial Holdings, Inc., its Manager, and on behalf of
the Amended and
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See ss.240.13d-7
for other parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
- ---------------
(1) Assuming the conversion of shares of the issuer's preferred stock held by
the Reporting Person.
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Page 9 of 12 pages
EXHIBIT INDEX
Exhibit Number Exhibit Page
- -------------- ------------------------------------------- -------------------
1 Agreement to File Joint Statements Page 10 of 12 pages
on Schedule 13G
2 Identification of the Reporting Page 12 of 12 pages
Persons
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Page 10 of 12 pages
Exhibit 1
AGREEMENT TO FILE JOINT
STATEMENTS ON SCHEDULE 13G
THIS AGREEMENT is entered into as of the June 25, 1999 by and among
Lexington Funding, LLC, a California limited liability company ("Lexington"),
the Amended and Restated Gonda Family Trust dated April, 1993 (the "Trust") and
Louis Gonda, a U.S. citizen
("Gonda").
W I T N E S S E T H
WHEREAS, Lexington, the Trust and Gonda may be deemed to have held or to
hold beneficial ownership, individually and/or in the aggregate, of more than
five percent of the shares of the Common Stock of Boatracs, Inc., a California
corporation (the "Common Stock"), as of June 25, 1999 and as of December 31 of
each calendar year thereafter;
WHEREAS, the Common Stock has been registered under Section 12(g) of the
Securities Exchange Act of 1934 (the "Act");
WHEREAS, pursuant to Rule 13d-1 under the Act, any person who holds more
than five percent of such a class of registered equity securities as of the end
of any calendar year is, under certain circumstances, permitted and/or required
to file with the Securities and Exchange Commission a statement on Schedule 13G;
and
WHEREAS, Rule 13d-1(f) under the Act provides that, whenever two or more
persons are permitted to file a statement on Schedule 13G with respect to the
same securities, only one such statement need be filed, provided such persons
agree in writing that such statement is filed on behalf of each of them.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants and agreements contained herein, the parties hereby agree as follows:
Each of Lexington, the Trust and Gonda hereby agrees, in accordance with
Rule 13d-1(f) under the Act, to file jointly any and all statements and amended
statements on Schedule 13G (the "Statements") which may now or hereafter be
required to be filed by them with respect to the Common Stock beneficially owned
or deemed to be beneficially owned by each of them pursuant to Sections 13(d)
and 13(g) of the Act and the rules thereunder.
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Each of Lexington, the Trust and Gonda hereby agrees that such Statements
shall be filed jointly on behalf of each of them and that a copy of this
Agreement shall be filed as an exhibit thereto in accordance with Rule
13d-1(f)(iii) under the Act.
This Agreement may be executed in one or more counterparts which together shall
constitute one agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement or caused this
Agreement to be signed on their behalf by their duly authorized representatives
as of the date first above written.
/s/ LOUIS GONDA
- -----------------------------------------------------
Louis Gonda, on behalf of himself, on behalf of Lexington Funding, LLC, as
President of Lexington Commercial Holdings, Inc., its Manager, and on behalf of
the Amended and Restated Gonda Family Trust dated April 1, 1993
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Page 12 of 12 pages
Exhibit 2
The Reporting Persons are identified below:
Lexington Funding, LLC is a California limited liability company.
The Amended and Restated Gonda Family Trust dated April 1, 1993 is a California
trust.
Louis Gonda is a U.S. citizen, the Trustee under the Amended and Restated Gonda
Family Trust dated April 11, 1993 and the indirect beneficial owner of all or
substantially all of the equity interests of Lexington Funding, LLC.
