UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
CAPRIUS, INC.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
14066K107
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(CUSIP Number)
Noah Klarish & Associates, P.C.
One World Trade Center, 85th Floor, NY, NY 10048 (212) 488-1111
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 19, 1999
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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(e), 13d-(f) or 13d-1(g), check the following box
|_|.
Note: See Rule 13d-7(b) for other parties to whom copies are to be sent.
Schedules filed in paper format shall include a signed original and five copies
of the Schedule, including all exhibits.
*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>
CUSIP No. 14066K107 Page 2 of 4 Pages
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Alvert Investment Strategies, Inc.
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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
WC and PF
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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
Florida
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7 Sole Voting Power 692,564 (includes 440,064 shares held
Number of by Albert Investment Associated, L.P. and 252,500 shares
Shares held by various accounts over which Albert Investment
Beneficially Strategies, Inc. has discretionary authority.)
Owned By --------------------------------------------------------
Each 8 Shared Voting Power
Reporting
Person 0
With --------------------------------------------------------
9 Sole Dispositive Power 692,564 (includes 440,064 shares
held by Albert Investment Associated, L.P. and 252,500
shares held by various accounts over which Albert
Investment Strategies, Inc. has discretionary
authority.)
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10 Shared Dispositive Power
Albert Investment Strategies, Inc. has discretionary
authority.
--------------------------------------------------------
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
692,564
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |_|
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13 Percent of Class Represented By Amount in Row (11)
9.4
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14 Type of Reporting Person
CO
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SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
This statement relates to the Common Stock, $.01 par value per share
(the "Common Stock"), of Caprius, Inc., a Delaware corporation (the "Issuer").
The Issuer maintains its principal executive office at 46 Jonspin Road,
Wilmington, MA 01887.
Item 2. Identity and Background.
(a) This statement is filed by (i) Albert Investment Strategies,
Inc., a Florida corporation ("Albert Investment Strategies"), with respect to
shares of the Issuer's Common Stock held in investment accounts over which
Albert Investment Strategies has discretionary authority, and (ii) Albert
Investment Associates, L.P., a Delaware limited partnership (the "Albert
Partnership") with respect to shares of the Issuer's Common Stock held by it.
Albert Investment Strategies and the Albert Partnership shall sometimes be
collectively referred to herein as the "Reporting Person."
(b) The Reporting Person filed an initial Schedule 13D for an event
of July 10, 1998 (the "Initial Schedule"), Amendment No. 1 to the Initial
Schedule for an event of July 31, 1998 and Amendment No. 2 to the Initial
Schedule for an event of August 25, 1998. Except to the extent set forth in this
Amendment, the information in the Initial Schedule and the prior amendments
remains unchanged.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following:
The Reporting Person has had several informal conversations with
management of the Company concerning the Reporting Person's concern over the
rapidly deteriorating operations and prospects of the Company as reflected in
the precipitous decline in the market price of its shares of Common Stock. The
Reporting Person has sought information and answers from management as to how
management intends to finance the Company's continued operation in light of its
current asset and liquidity position. The Reporting Person has also addressed
its concern that the Company's ongoing overhead expenses and officers salaries
are extremely high and bear no relationship to the limited revenue producing
operations of the Company. The Reporting Person has not been satisfied with the
responses given by management and the Reporting Person has requested that its
representatives be invited to attend the next meeting of the Board of Directors
of the Company for the purpose of discussing the above concerns. To the
knowledge of the Reporting Person, no certain date has yet been established for
the next meeting of the Board of Directors of the Company nor has the Reporting
Person been invited to so attend.
The Reporting Person is presently considering, either separately or
with others, the pursuit of a course of action with respect to the Company and
the Company's shares which could result in the Reporting Person gaining control
of the Company. In order to achieve control of the Company, the Reporting Person
may seek to purchase
<PAGE>
additional shares of the Company's Common Stock from time to time in open market
purchases or privately negotiated transactions or pursue a corporate transaction
such as a tender offer or merger. The decision to pursue any one or more of the
above choices will depend upon the Reporting Person's continual assessment of
certain factors, including the availability of the Company's shares at
particular price levels, the reaction of the Company's management to the ideas
and initiatives that the Reporting Person intends to propose, changes in the
Company's prospects and general economic, stock market and financial conditions.
Alternatively, the Reporting Person may consider, either separately
or with others, engaging in a solicitation of proxies or written consents to
elect its nominees as directors of the Company.
Assuming a control transaction is consummated, the Reporting Person
would conduct a review of the Company and its assets, corporate structure,
operations, management and policies and consider what changes would be desirable
in light of the circumstances then existing. Such changes may include pursuing
appropriate opportunities for the sale or other disposition of the Company's
properties.
Except to the extent set forth above, the Reporting Person does not
have any current plans or proposals which relate to or would result in any of
the transactions described in paragraphs (a) through (j) of the Instructions to
Item 4 of Schedule 13D.
Signatures
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: February 19, 1999
ALBERT INVESTMENTS STRATEGIES, INC.
By: /s/ Ira Albert
-----------------------------------------
Ira Albert, President
ALBERT INVESTMENT ASSOCIATES, L.P.
By: ALBERT INVESTMENT STRATEGIES, INC.
By: /s/ Ira Albert
-----------------------------------------
Ira Albert, President
