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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15 )*
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CAMBRIDGE HOLDINGS, LTD.
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(Name of Issuer)
Common Stock $.025 par value per share*
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(Title of Class of Securities)
132198201
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(CUSIP Number)
GREGORY PUSEY, 1722 Buffehr Creek Road, Vail, CO 81657
(970) 479-2800
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
AUGUST 12, 1997
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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 this 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 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).
(Continued on following page(s))
Page 1 of Pages
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CUSIP No. 132198201 13D Page of Pages
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Gregory Pusey
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
075 40 1972
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
pf
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(5) Check 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 (7) Sole Voting
Beneficially Owned Power 1,472,963 (see page 1)
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 18,604 (see page 1)
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(9) Sole Dispositive
Power same as row 7
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(10) Shared Dispositive
Power same as row 8
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,491,567 including the shares in rows 7 & 8 (see page 1) #11
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
Excludes 96,411 shares of the Common (see page 1) #12
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(13) Percent of Class Represented by Amount in Row (11)
Approximately 44%, including the shares (see page 1) #13
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(14) Type of Reporting Person*
individual (see page 1)
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*SEE INSTRUCTION BEFORE FILLING OUT!
for Jill Pusey, see page 2
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Page of Pages
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ITEM 1. SECURITY AND ISSUER
Common stock $.025 par value per share
Cambridge Holdings, Ltd. (see attached page 3)
ITEM 2. IDENTITY AND BACKGROUND
The persons filing this statement are Gregory Pusey and Jill Pusey,
individually and as custodian for their two minor children. Jill
Pusey is the wife of Gregory Pusey. (see attached page 3 Item 2)
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
See attached page 3 Item 3
ITEM 4. PURPOSE OF TRANSACTION
See attached pages 3 & 4 Item 4
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
See attached pages 4 & 5 Item 5
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
NONE
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
See pages 5 & 6
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.
(see page 6)
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(Date
(see page 6)
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(Signature)
(see page 6)
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(Name/Title)
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page 1
SCHEDULE 13D
CUSIP NO. 132198201
1. NAME OF REPORTING PERSON - Gregory Pusey
S. S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) _____
(b) _____
3. SEC USE ONLY
4. SOURCE OF FUNDS* - PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e). _____
6. CITIZENSHIP OR PLACE OF ORGANIZATION - U.S.A.
7. SOLE VOTING POWER - 1,472,963 shares of Common
NUMBER OF Stock may be deemed beneficially owned by the Reporting
SHARES Person and of which 852 shares are held by Revden Corp.
BENEFICIALLY The Reporting Person is the President and sole shareholder
OWNED BY of Revden Corp.
EACH
REPORTING 8. SHARED VOTING POWER - 18,604 shares with Jill Pusey.
PERSON
9. SOLE DISPOSITIVE POWER - Same as Row 7.
10. SHARED DISPOSITIVE POWER - Same as Row 8.
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 1,491,567
including the shares in Rows 7 and 8, which amount would be increased to
1,587,978 if the shares in Row 12 were included.
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* -
Excludes 96,411 shares of Common Stock of which 47,309 shares are owned by Jill
Pusey, individually, including 39,709 shares held for her in an Individual
Retirement Account and 49,102 shares held by Jill Pusey as custodian for her
minor children. X
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) - Approximately 4
percent, including the shares in Rows 7 and 8, which would be 46.9 percent if
the shares described in Row 12 were included in the calculation.
14. TYPE OR REPORTING PERSON* - IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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page 2
SCHEDULE 13D
CUSIP NO. 132198201
1. NAME OF REPORTING PERSON - Jill Pusey
S. S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) _____
(b) _____
3. SEC USE ONLY
4. SOURCE OF FUNDS* - PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e). _____
6. CITIZENSHIP OR PLACE OF ORGANIZATION - U.S.A.
7. SOLE VOTING POWER - 96,411
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING 8. SHARED VOTING POWER - 18,604 shares with Gregory
PERSON Pusey.
9. SOLE DISPOSITIVE POWER - Same as Row 7.
10. SHARED DISPOSITIVE POWER - Same as Row 8.
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - The 115,015
shares of Common Stock described in Rows 7 and 8, which amount would be
increased to 1,587,978 if the shares of Common Stock described in Row 12 were
included.
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* -
Excludes 1,472,963 shares of Common Stock beneficially owned by Gregory Pusey,
which 852 shares of Common Stock are owned by Revden Corp., which shares may be
deemed to be beneficially owned by Gregory Pusey. X
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) - Approximately 3
percent, including the shares in Rows 7 and 8, which would be 46.9 percent if
the shares described in Row 12 were included in the calculation.
14. TYPE OR REPORTING PERSON* - IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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page 3
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, par value $.025 per share (the
"Common Stock"), of Cambridge Holdings, Ltd., a Colorado corporation (the
"Issuer"), having its principal executive offices at 1722 Buffehr Creek Road,
Vail, CO 81657. The Issuer's Common Stock was the subject of a 1-for-25 stock
split on May 25, 1990. All share information is reported on a post split basis.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The persons filing this Statement are Gregory Pusey and Jill Pusey,
individually and Jill Pusey as custodian for their two minor children. Jill
Pusey is the wife of Gregory Pusey. An agreement between Gregory Pusey and
Jill Pusey that this Statement is filed on behalf of each of them pursuant to
Rule 13d-1-(f)(1)(iii) is attached to and made a part of this Statement as
Exhibit A.
(b) The address of Jill Pusey and Gregory Pusey is 1722 Buffehr Creek
Road, Vail, CO 81657.
(c) Gregory Pusey is a private investor and is President of Livingston
Capital, Ltd., a Colorado corporation. He also is President and a director of
Revden Corp., a Colorado corporation ("Revden"). Revden is engaged in the
venture capital business. The address for each of Livingston Capital, Ltd. and
Revden is 1722 Buffehr Creek Road, Vail, CO 81657. Jill Pusey is a private
investor.
(d) In the past five years neither Gregory Pusey or Jill Pusey has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) In the past five years neither Gregory Pusey or Jill Pusey was a
party to a civil proceeding of a judicial or administrative body that resulted
in 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.
(f) Gregory Pusey and Jill Pusey are each citizens of the United States
of America.
ITEMS 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On August 12, 1997, Mr. Pusey acquried 36,000 shares of the Common Stock for
his Indvidual Retirement Account ("IRA"), Jill Pusey acquired 27,209 shares of
the Common stock for her IRA and 12,000 shares for each of the children, held in
the name of Jill Pusey custodian for Christopher Pusey and Jill Pusey custodian
for Jacqueline Pusey. These shares were purchased for $.437 per share using
funds from the IRA accounts and from the custodial accounts.
Since the time of the filing of Amendment No. 14 to Schedule 13D by Mr.
Pusey, Mr. Pusey also acquired 215,000 shares of the Common Stock with
personal funds through the exercise of stock options having the following
exercised prices.: 25,000 shares at $.28, 120,000 shares at $.40, 20,000
shares at $.36 and 50,000 shares at $.32. Additionally, Mr. Pusey acquired
from October 1993 to January 1994, using personal funds an aggregate of
17,080 shares in open market purchases.
ITEM 4. PURPOSE OF TRANSACTION.
Gregory Pusey and Jill Pusey acquired the securities of the Issuer held
as described above in item 3 by their IRAs and each of their children for
investment purposes. As President, Treasurer and a Director of the Issuer,
Mr.
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page 4
Pusey is involved in the management of the Issuer. The Issuer's business
objective has been to take advantage of business opportunities having a
potential for profit. The Issuer recently acquired certain real properties
for development purposes. The Issuer has plans to sell some or all of such
properties. Gregory Pusey and Jill Pusey each support the Issuer's
previously expressed plan to take advantage of business opportunities having
a potential for profit. In this regard, Mr. Pusey as an officer and director
of the Issuer has participated in management discussions and decisions
regarding the Issuer's business plans including decisions regarding various
potential business opportunities. Depending upon a variety of factors,
including but not limited to the financial condition of the Issuer, the
Issuer may continue to seek additional properties and/or other business
opportunities. It is presently unknown whether any future activities of the
Issuer will result in any change to the Issuer. In addition, other purchases
of the Common Stock may be made from time to time for investment purposes.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Gregory Pusey is the direct sole owner of 1,472,111 shares of Common
Stock, which constitute approximately 43.4% of the 3,388,400 shares of Common
Stock outstanding on the date of this Statement. In addition, Mr. Pusey owns
jointly with his wife, Jill Pusey, 18,604 shares of Common Stock, which
constitute approximately .5% of the Common Stock outstanding on the date of this
Statement. Mr. Pusey may also be deemed to beneficially own an aggregate of
96,411 shares of Common Stock held by Jill Pusey of which 47,309 shares are
owned by her individually, including 39,709 shares that are held in her
Individual Retirement Account (the "IRA"), and 49,102 shares are held by her as
custodian for her two minor children. The 96,411 shares constitute
approximately 2.8% of the Common Stock outstanding on the date of this
Statement. Mr. Pusey is the sole shareholder of Revden. Mr. Pusey may be
deemed the beneficial owner of the 852 shares of the Common Stock owned by
Revden, which constitute approximately .03% of the currently outstanding Common
Stock. Accordingly, Mr. Pusey may be deemed to own an aggregate of 1,587,978
shares of the Common Stock issued and outstanding as of the date of this
Statement. Accordingly, the total number of shares which may be deemed to be
beneficially owned by Mr. Pusey is 1,587,978, which shares would constitute
approximately 46.9% of the 3,388,400 shares that would be outstanding based on
computation of the number of shares and percentages in accordance with the
provisions of the 1934 Act.
If Gregory Pusey and Jill Pusey are deemed to be a group, each of them may
be deemed to be the beneficial owner of the shares of Common Stock that are
owned beneficially, or which may be deemed to be owned beneficially, by each
member of the group. Accordingly, the aggregate number of shares of Common
Stock that may be deemed to beneficially owned by them as a group is 1,587,978
shares, or approximately 46.9% of the 3,388,400 shares that would be outstanding
based on computation of the number of shares and percentages in accordance with
the 1934 Act and assuming all options were currently exercisable. Gregory Pusey
and Jill Pusey disclaim beneficial ownership of the securities of the Issuer not
held directly by them except that Gregory Pusey does not disclaim beneficial
ownership of the shares held by Revden.
(b) Gregory Pusey has the sole power to vote and dispose of the 1,472,111
shares owned directly of record by him. In addition, Mr. Pusey may be deemed to
have the sole power to vote and dispose of the 852 shares held by Revden by
virtue of his ownership and position with Revden. Mr. Pusey has shared power to
vote and dispose of the 18,604 shares owned jointly by him with his wife, Jill
Pusey. Jill Pusey has the sole power to vote and dispose of an aggregate of
96,411 shares of which 47,309 shares are held by her individually, including the
39,709 shares held in her IRA, and 49,102 shares held by her as custodian for
her two minor children. Jill Pusey shares power to vote and dispose of the
18,604 shares owned by her jointly with Gregory Pusey.
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page 5
(c) Except for the acquisition of the purchases by Gregory Pusey and Jill
Pusey of 104,289 shares of the Common Stock and the exercise of options to
purchase 215,000 shares of the Common Stock reported hereby as described in Item
3 of this Statement, neither of the reporting Persons has effected any
transactions in the Common Stock since the most recent filing on Schedule 13D.
(d) To the best of the knowledge of Gregory Pusey and Jill Pusey, no
persons other than the record holders of the securities of the Issuer owned by
them described above in this Statement has the right to receive or the power to
direct the receipt of dividends from or the proceeds from the sale of the equity
securities that may be deemed to be beneficially owned, directly or indirectly,
by them.
(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
between Gregory Pusey and Jill Pusey and any other persons with respect to any
securities of the Issuer except as described above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
An Agreement dated as of the date hereof by and between Gregory and Jill
Pusey stating that this Statement is filed on behalf of each of them is attached
to and made a part of this Schedule 13D as Exhibit A.
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, correct and
complete.
Date: August 12, 1997 ____________________________________
Gregory Pusey
Date: August 12, 1997 ______________________________________
Jill Pusey
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page 6
EXHIBIT A
AGREEMENT
This Agreement (the "Agreement") is made and entered into as of August 12,
1997, by and between Gregory Pusey and Jill Pusey, individually and as custodian
for her minor children.
RECITALS
A. Gregory Pusey and Jill Pusey may be deemed to own beneficially,
directly or indirectly, more than five percent of the registered equity
securities of Cambridge Holdings, Ltd. (the "Issuer").
B. Pursuant to Rule 13d-1 under the Securities Exchange Act of 1934 (the
"Act"), a statement on Schedule 13D (the "Statement") must be filed by any
person who acquired directly or indirectly the beneficial ownership of a class
of securities which are registered pursuant to Section 12 of the Act.
C. In accordance with Rule 13d-1(f) of the Act, only one Statement need
be filed whenever two or more persons are required to file a Statement pursuant
to Section 13(d) of the Act with respect to the same securities, provided that
the persons agree in writing that the Statement is filed on behalf of each of
them.
NOW THEREFORE, in consideration of the Recitals and the mutual agreements
contained in this Agreement, the parties agree as follows:
AGREEMENT
1. Gregory Pusey and Jill Pusey, each of whom may be deemed to have
acquired, directly
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page 7
or indirectly, beneficial ownership of five percent of a class of registered
securities of the Issuer agree, in accordance with Rule 13d-1(f) under the
Act, to file one Statement relating to the ownership by each of them of the
equity securities, which Statement shall be filed on behalf of each of them,
and further agree that this Agreement shall be attached to and made a part of
the Statement.
2. Gregory Pusey and Jill Pusey, each represent to each other that the
information with respect to each of them contained in the statement is true and
correct as of the date of this Agreement and does not fail to state any material
fact required to be stated therein or necessary to make the information set
forth in the Statement not misleading.
IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
/s/ Gregory Pusey
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Gregory Pusey
/s/ Jill Pusey
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Jill Pusey
