SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 18)(1)
GATEWAY INDUSTRIES, INC.
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(Name of issuer)
COMMON STOCK
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(Title of class of securities)
367631108
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(CUSIP number)
STEVEN WOLOSKY, ESQUIRE
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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(Name, address and telephone number of person
authorized to receive notices and communications)
March 31, 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
/ /.
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.
(Continued on following pages)
(Page 1 of 7 Pages)
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(1) 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 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).
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CUSIP No. 367631108 13D Page 2 of 7 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
STEEL PARTNERS II, L.P.
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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*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 887,608
OWNED BY
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER
887,608
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
887,608
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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)
24.6%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 367631108 13D Page 3 of 7 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WARREN LICHTENSTEIN
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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*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 969,893(2)
OWNED BY
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
- 0 -
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9 SOLE DISPOSITIVE POWER
969,893(2)
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10 SHARED DISPOSITIVE POWER
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
969,893(2)
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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)
26.7%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(2) Includes (i) 887,608 Shares owned by Steel Partners II, L.P., an entity
controlled by Mr. Lichtenstein, (ii) 46,952 Shares owned directly by Mr.
Lichtenstein and (iii) 35,333 Shares underlying stock options that may be
acquired within 60 days hereof.
<PAGE>
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CUSIP No. 367631108 13D Page 4 of 7 Pages
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This constitutes Amendment No. 18 ("Amendment No. 18") to Schedule 13D
filed by the undersigned on or about August 4, 1995 (the "Schedule 13D"). Except
as specifically amended by this Amendment No. 18, the Schedule 13D, as amended,
remains in full force and effect. This Amendment No. 18 is being filed by the
Reporting Persons, to report, among other things, (a) the termination by Quota
Fund N.V. ("Quota") as of March 31, 1997, of its investor advisory contract (the
"Services Contract") between Steel Partner Services, Ltd. ("Services") and Quota
and (b) that Mr. Lawrence Butler is no longer a member or officer of Steel
Partners, L.L.C. ("Partners LLC"), the general partner of Steel Partners II. As
a result of the termination of the Services Contract, Services no longer has
voting or dispositive power over the Shares held for the account of Quota.
Defined terms shall have the meaning specified in the Schedule 13D, except as
otherwise provided herein.
Item 2 is amended to read in its entirety as follows:
Item 2. Identity and Background.
(a) This Statement is filed by Steel Partners II, L.P., a Delaware
limited partnership ("Steel Partners II"), and Warren G. Lichtenstein.
Steel Partners, L.L.C., a Delaware limited liability company ("Partners
LLC"), is the general partner of Steel Partners II. The sole executive officer
and managing member of Partners LLC is Warren Lichtenstein, Chairman of the
Board, Chief Executive Officer and Secretary.
The sole executive officer, director and stockholder of Services is
Warren Lichtenstein who is Chairman of the Board, Chief Executive Officer and
Secretary.
Each of the foregoing are referred to as a "Reporting Person" and
collectively as the "Reporting Persons". By virtue of his position with Steel
Partners II, Mr. Lichtenstein has the power to vote and dispose of the Issuer's
Shares owned by Steel Partners II. Accordingly, the Reporting Persons are hereby
filing a joint Schedule 13D.
(b) The principal business address of each Reporting Person is 750
Lexington Avenue, 27th Floor, New York, New York 10022.
(c) The principal business of Steel Partners II is investing in the
securities of microcap companies. The principal occupation of Mr. Lichtenstein
is investing in securities of microcap companies.
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CUSIP No. 367631108 13D Page 5 of 7 Pages
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(d) No Reporting Person has, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person has, during the last five years, been party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to 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) Mr. Lichtenstein is a citizen of the United States of America.
Item 3 is amended to read in its entirety as follows:
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price of the 887,608 Shares owned by Steel
Partners II is $2,737,122. The Shares owned by Steel Partners II were acquired
with partnership funds.
The aggregate purchase price for the 46,952 Shares owned by Mr.
Lichtenstein is $67,081.50, and came from personal funds.
Item 5 (a), (b) and (d) are amended to read as follows:
Item 5. Interest in Securities of the Issuer.
(a) The aggregate percentage of Shares of Common Stock reported owned
by each person named herein is based upon 3,603,000 Shares outstanding, which is
the total number of Shares of Common Stock outstanding as reported in the
Issuer's Form 10-KSB for the fiscal year ended December 31, 1996. As of the
close of business on April 1, 1997, Steel Partners II beneficially owns 887,608
Shares of Common Stock, constituting approximately 24.6% of the Shares
outstanding. Mr. Lichtenstein beneficially owns 969,893 Shares, representing
approximately 26.7% of the Shares outstanding. Mr. Lichtenstein has sole voting
and dispositive power with respect to the 82,285 Shares owned by him and the
887,608 Shares owned by Steel Partners II by virtue of his authority to vote and
dispose of such Shares.
(b) By virtue of his position with Steel Partners II, Mr. Lichtenstein
has the sole power to vote and dispose of the Shares reported in Schedule 13D.
(d) No person other than the Reporting Persons is known to have the
right to receive, or the power to direct the receipt of dividends from, or to
the proceeds from, the sale of such Shares of Common Stock.
<PAGE>
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CUSIP No. 367631108 13D Page 6 of 7 Pages
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Item 5(c) is amended by adding the following:
Effective March 31, 1997, as a result of the termination of the
Services Contract, Soros Fund Management LLC, a Delaware limited liability
company, currently exercises investment discretion over the 827,716 Shares
previously managed by Services for the benefit of Quota pursuant to the Services
Contract. Other than as set forth above, no Reporting Person has engaged in
transactions in the Issuer's Common Stock within the past sixty days.
<PAGE>
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CUSIP No. 367631108 13D Page 7 of 7 Pages
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: April 1, 1997 STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.,
General Partner
By: /s/ Warren G. Lichtenstein
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Warren G. Lichtenstein,
Chief Executive Officer
/s/ Warren G. Lichtenstein
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WARREN G. LICHTENSTEIN
