UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington. D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
TRISTAR Corporation
(Formerly Ross Cosmetics Distribution Centers, Inc.)
(Name of Issuer)
Common Stock, $0.01 Par Value
_________________________________________________________________________
(Title of Class of Securities)
778242107
___________
(CUSIP Number)
Robert B. McCaw, Esq.; Wilmer, Cutler & Pickering; 2445 M Street, N.W.,
Washington, D.C. 20037; 202-663-6586 and Kirit Sheth; P.O. Box 16758;
Jebel Ali Free Zone; Dubai, United Arab Emirates, Tel: 011-97-14-519-444
_________________________________________________________________________
Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
November 29, 1995 and December 11, 1995
____________________________________________
(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 the 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).
<PAGE> 2 of 24
SCHEDULE 13D
CUSIP NO. 778242107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Mahendra Sheth
2 Check the Appropriate Box if a Member of a Group* (a) _X_
(b)
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box if disclosure of legal proceeding
is required pursuant to items 2(d) or 2(e)
6 Citizenship or place of organization
India
7 Sole Voting Power
Number of -0-
Shares
Beneficially 8 Shared Voting Power
Owned by 16,397,984 shares, includes 2,400,000
each shares capable of being acquired through
Reporting exercise of a warrant
Person
with 9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
16,397,984 shares, includes 2,400,000 shares
capable of being acquired through exercise of a
warrant
11 Aggregate amount beneficially owned by each reporting person
16,397,984 shares, includes 2,400,000 shares capable of being acquired
through exercise of a warrant
12 Check box if the aggregate amount in row (11) excludes
certain shares* ___
13 Percent of Class represented by amount in row (11)
86.2%
14 Type of reporting person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Include both sides of the cover page, responses to Items 1-7 (Including
Exhibits) of the Schedule, and the signature attestation.<PAGE>
<PAGE> 3 of 24
SCHEDULE 13D
CUSIP NO. 778242107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Shashikant Sheth
2 Check the Appropriate Box if a Member of a Group* (a) _X_
(b)
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box if disclosure of legal proceeding
is required pursuant to items 2(d) or 2(e) _X_
6 Citizenship or place of organization
India
7 Sole Voting Power
Number of -0-
Shares
Beneficially 8 Shared Voting Power
Owned by 16,397,984 shares, includes 2,400,000
each shares capable of being acquired through
Reporting exercise of a warrant
Person
with 9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
16,397,984 shares, includes 2,400,000 shares
capable of being acquired through exercise of a
warrant
11 Aggregate amount beneficially owned by each reporting person
16,397,984 shares, includes 2,400,000 shares capable of being acquired
through exercise of a warrant
12 Check box if the aggregate amount in row (11) excludes
certain shares* ___
13 Percent of Class represented by amount in row (11)
86.2%
14 Type of reporting person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Include both sides of the cover page, responses to Items 1-7
(Including Exhibits) of the Schedule, and the signature attestation.
<PAGE> 4 of 24
SCHEDULE 13D
CUSIP NO. 778242107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Kirit Sheth
2 Check the Appropriate Box if a Member of a Group* (a) _X_
(b)
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box if disclosure of legal proceeding
is required pursuant to items 2(d) or 2(e)
6 Citizenship or place of organization
India
7 Sole Voting Power
Number of -0-
Shares
Beneficially 8 Shared Voting Power
Owned by 16,397,984 shares, includes 2,400,000
each shares capable of being acquired through
Reporting exercise of a warrant
Person
with 9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
16,397,984 shares, includes 2,400,000 shares
capable of being acquired through exercise of a
warrant
11 Aggregate amount beneficially owned by each reporting person
16,397,984 shares, includes 2,400,000 shares capable of being acquired
through exercise of a warrant
12 Check box if the aggregate amount in row (11) excludes
certain shares* ___
13 Percent of Class represented by amount in row (11)
86.2%
14 Type of reporting person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Include both sides of the cover page, responses to Items 1-7
(Including Exhibits) of the Schedule, and the signature attestation.
<PAGE> 5 of 24
SCHEDULE 13D
CUSIP NO. 778242107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Jamnadas Sheth
2 Check the Appropriate Box if a Member of a Group* (a) _X_
(b)
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box if disclosure of legal proceeding
is required pursuant to items 2(d) or 2(e)
6 Citizenship or place of organization
India
7 Sole Voting Power
Number of -0-
Shares
Beneficially 8 Shared Voting Power
Owned by 16,397,984 shares, includes 2,400,000
each shares capable of being acquired through
Reporting exercise of a warrant
Person
with 9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
16,397,984 shares, includes 2,400,000 shares
capable of being acquired through exercise of a
warrant
11 Aggregate amount beneficially owned by each reporting person
16,397,984 shares, includes 2,400,000 shares capable of being acquired
through exercise of a warrant
12 Check box if the aggregate amount in row (11) excludes
certain shares* ___
13 Percent of Class represented by amount in row (11)
86.2%
14 Type of reporting person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Include both sides of the cover page, responses to Items 1-7
(Including Exhibits) of the Schedule, and the signature attestation.
<PAGE> 6 of 24
SCHEDULE 13D
CUSIP NO. 778242107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Jayesh Sheth
2 Check the Appropriate Box if a Member of a Group* (a) ___
(b) _X_
3 SEC Use Only
4 Source of Funds*
Not Applicable
5 Check Box if disclosure of legal proceeding
is required pursuant to items 2(d) or 2(e) _X_
6 Citizenship or place of organization
England
7 Sole Voting Power
Number of -0-
Shares
Beneficially 8 Shared Voting Power
Owned by -0-
each
Reporting 9 Sole Dispositive Power
Person -0-
with
10 Shared Dispositive Power
-0-
11 Aggregate amount beneficially owned by each reporting person
-0-
12 Check box if the aggregate amount in row (11) excludes
certain shares* ___
13 Percent of Class represented by amount in row (11)
Not Applicable
14 Type of reporting person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Include both sides of the cover page, responses to Items 1-7
(Including Exhibits) of the Schedule, and the signature attestation.
<PAGE> 7 of 24
SCHEDULE 13D
CUSIP NO. 778242107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Virendra Sheth
2 Check the Appropriate Box if a Member of a Group* (a) ___
(b) _X_
3 SEC Use Only
4 Source of Funds*
Not Applicable
5 Check Box if disclosure of legal proceeding
is required pursuant to items 2(d) or 2(e) _X_
6 Citizenship or place of organization
USA
7 Sole Voting Power
Number of -0-
Shares
Beneficially 8 Shared Voting Power
Owned by -0-
each
Reporting 9 Sole Dispositive Power
Person -0-
with
10 Shared Dispositive Power
-0-
11 Aggregate amount beneficially owned by each reporting person
-0-
12 Check box if the aggregate amount in row (11) excludes
certain shares* ___
13 Percent of Class represented by amount in row (11)
Not Applicable
14 Type of reporting person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Include both sides of the cover page, responses to Items 1-7
(Including Exhibits) of the Schedule, and the signature attestation.<PAGE>
<PAGE> 8 of 24
SCHEDULE 13D
CUSIP NO. 778242107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Starion International Limited
2 Check the Appropriate Box if a Member of a Group* (a) _X_
(b)
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box if disclosure of legal proceeding
is required pursuant to items 2(d) or 2(e) _X_
6 Citizenship or place of organization
British Virgin Islands
7 Sole Voting Power
Number of -0-
Shares
Beneficially 8 Shared Voting Power
Owned by 6,420,174 shares, includes 2,400,000
each shares capable of being acquired through
Reporting exercise of a warrant
Person
with 9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
6,420,174 shares, includes 2,400,000 shares capable
of being acquired through exercise of a warrant
11 Aggregate amount beneficially owned by each reporting person
6,420,174 shares, includes 2,400,000 shares capable of being acquired
through exercise of a warrant
12 Check box if the aggregate amount in row (11) excludes
certain shares* ___
13 Percent of Class represented by amount in row (11)
33.6%
14 Type of reporting person*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Include both sides of the cover page, responses to Items 1-7
(Including Exhibits) of the Schedule, and the signature attestation.
<PAGE> 9 of 24
SCHEDULE 13D
CUSIP NO. 778242107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Transvit Manufacturing Corporation
2 Check the Appropriate Box if a Member of a Group* (a) _X_
(b) ___
3 SEC Use Only
4 Source of Funds*
SC
5 Check Box if disclosure of legal proceeding
is required pursuant to items 2(d) or 2(e)
6 Citizenship or place of organization
British Virgin Islands
7 Sole Voting Power
Number of -0-
Shares
Beneficially 8 Shared Voting Power
Owned by 9,977,810 shares
each
Reporting 9 Sole Dispositive Power
Person -0-
with
10 Shared Dispositive Power
9,977,810 shares
11 Aggregate amount beneficially owned by each reporting person
9,977,810 shares
12 Check box if the aggregate amount in row (11) excludes
certain shares* ___
13 Percent of Class represented by amount in row (11)
60%
14 Type of reporting person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Include both sides of the cover page, responses to Items 1-7
(Including Exhibits) of the Schedule, and the signature attestation.<PAGE>
<PAGE> 10 of 24
This Amendment No. 11 to the Statement on Schedule 13D filed jointly by
Mahendra Sheth, Shashikant Sheth, Kirit Sheth, and Jamnadas Sheth
(collectively the "Core Sheth Families"), together with Starion
International Limited ("Starion"), Transvit Manufacturing Corporation
("Transvit Manufacturing"), Jayesh Sheth, and Virendra Sheth (all of the
foregoing referred to collectively as the "Reporting Persons") (the
"Schedule 13D") pursuant to a joint filing agreement attached hereto as
Exhibit 1, relates to the Common Stock of TRISTAR CORPORATION, formerly
known as Ross Cosmetics Distribution Centers, Inc. (the "Issuer").
The Schedule 13D is amended as follows:
Item 1. Security and Issuer.
___________________
This amendment relates to the release of 200,000 shares of common
stock of the Issuer from the Starion Escrow Account, the terms of which are
summarized in Amendment No. 7, and to the Core Sheth Families' intention to
vote at the Issuer's next annual meeting of shareholders so as to replace
Shashikant Sheth with Jay Sheth on the Issuer's board of directors.
In addition, certain of the Reporting Persons have consented to
the entry of cease and desist orders by the Securities and Exchange
Commission (the "Commission") in connection with an investigation that had
been ongoing since 1992 and with respect to which the Issuer and the
Reporting Persons have cooperated with the Commission.
This amendment also reports consummation of the proposed merger among
Eurostar Perfumes, Inc. ("Eurostar"), Transvit Manufacturing, and the
Issuer, the terms of which are summarized in Amendment No. 10 to Schedule
13D.
Item 2. Identity and Background.
_______________________
As a result of the merger of Eurostar into the Issuer, as discussed
further in Item 4, Transvit Manufacturing has acquired beneficial ownership
of 9,977,810 shares of common stock of the Issuer. The identity and
background information for Transvit Manufacturing is as follows:
(a) Transvit Manufacturing Corporation
(b) P.O. Box 7707
Dubai, United Arab Emirates
(c) Principal business is owning stock of the Issuer
(d) No
(e) No
(f) Incorporated in the British Virgin Islands
Officers and Directors
______________________
1. President and Director
<PAGE> 11 of 24
a. Mahendra Sheth
b. P.O. Box 5551
Dubai, United Arab Emirates
c. Partner/Director
Administration and Finance
Jamsun Trading Co. and Jaywir Trading Co.
P.O. Box 5551
Dubai, United Arab Emirates
d. No
e. No
f. India
2. Secretary and Director
a. Nagendran Sundarkumar
b. P.O. Box 5551
Dubai, United Arab Emirates
c. CEO and Managing Director
of Golden Fries
(India) Ltd.
(manufacturer of potato chips)
d. No
e. No
f. Australia
3. Treasurer and Director
a. Mr. Juan A. Tejada Mora
b. Calle Aquilino de la Guardia no. 8
Edificio lgra, Apartado 850
Panama, R.d.P.
c. Lawyer
Icaza, Gonzalez, Ruiz & Aleman
Colle Aquilino de la Guardia no. 8
Edificio lgra, Apartado 850
Panama, R.d.P.
d. No
e. No
f. Panama
<PAGE> 12 of 24
Item 3. Source and Amounts of Funds or Other Consideration.
__________________________________________________
The 9,977,810 shares of common stock of the Issuer acquired by the
Core Sheth Families as described in Item 4, were acquired in a merger
transaction in which the Issuer received from the Core Sheth Families all of
the shares of Eurostar, an entity formerly owned by the Core Sheth Families
through Transvit Manufacturing and now merged into the Issuer.
Item 4. Purpose of Transaction.
______________________
As disclosed in Amendment No. 7, in December, 1994 Starion and the
United States Government executed an escrow agreement pursuant to which
Starion deposited one million shares of the Issuer into an escrow account.
The shares were deposited in this account to serve as security for five
separate payments of $700,000 each to the Government under a promissory note
discussed in detail in Amendment No. 6.
On November 22, 1995, Starion made a $700,000 payment to the
Government on that promissory note causing the escrow agent, on November 29,
1995, to release 200,000 shares of stock of the Issuer from the Starion
Escrow Account and return those shares to Starion. The remaining 800,000
shares continue to be held in escrow pursuant to the escrow agreement as
security for four additional payments of $700,000 to be made over the next
four years. All of these shares are nominally owned by Starion and
beneficially owned by the Core Sheth Families.
As disclosed in Amendment No. 10, an Agreement and Plan of Merger
(the "Merger Agreement") was entered into among the Issuer, Eurostar, and
Transvit Manufacturing on July 31, 1995. On August 30, 1995, the
shareholders of the Issuer approved the Merger Agreement, which was
implemented by the Issuer, Eurostar, and Transvit Manufacturing on August
31, 1995.
As a result of the merger, Transvit Manufacturing, which owned
100% of Eurostar prior to the merger, now owns 9,977,810 shares of common
stock of the Issuer. Transvit Manufacturing is a British Virgin Islands
corporation that is wholly owned by the Core Sheth Families. As a result,
these 9,977,810 shares are beneficially owned by the Core Sheth Families,
which also own, through other reporting persons, 4,020,174 shares of common
stock of the Issuer and warrants enabling them to purchase an additional
2,400,000 shares of the Issuer's common stock. In total, following the
merger the Core Sheth Families have beneficial ownership of 86.2% of the
common stock of the Issuer.
Prior to the merger, Eurostar was the Issuer's principal supplier
of perfume products under a distribution agreement entered into on October
24, 1992, and discussed in Amendment No. 1 to Schedule 13D. Upon completion
of the merger, this distribution agreement was terminated under an agreement
dated August 31, 1995 and attached to this filing as Exhibit 2.
The purposes of the merger were to increase the profitability of
the Issuer, to reduce its cash flow problems, to expand the Issuer's
existing market base, to eliminate certain potential conflicts of interest
between the Issuer and Eurostar, and to increase the Issuer's flexibility in
future financings and acquisitions. The Core Sheth Families have no current
<PAGE> 13 of 24
plans to engage in a Rule 13e-3 transaction, nor is the merger motivated by
such a purpose. The Core Sheth Families reserve the right, however, to
change their intent in the future, or take any actions regarding any of the
matters described herein, directly or as a participant with others, based on
their continuing review of their investment in shares of the common stock of
the Issuer and future developments that affect the Issuer.
In connection with the merger, the Issuer agreed to change the
exercise price of the two-million-share Common Stock Purchase Warrant (the
"Warrant") acquired by Starion in December 1994 and described in Amendment 6
to Schedule 13D. The exercise price will be recalculated at an amount, if
lower than the current exercise price, equal to the lowest average closing
sales price of the Issuer's common stock in any consecutive 20-day trading
period during the time period beginning with the filing of the Certificate
of Merger and Articles of Merger with the Secretaries of State of Delaware
and Texas, respectively, and ending on August 31, 1996. The exercise price
of the Warrant will increase 10% per share on December 15, 2001, on December
15, 2002, and on December 15, 2003, on a cumulative and compounded basis.
The agreement revising the terms of the Warrant is attached to this filing
as Exhibit 3.
Following the merger, the Issuer's Board of Directors consisted of
the following individuals: Viren S. Sheth, Shashikant S. Sheth, Richard P.
Rifenburgh, Robert R. Sparacino, and Aaron Zutler. On December 11, 1995,
The Core Sheth Families finalized a plan pursuant to which Shashikant Sheth
will resign from the Issuer's Board effective January 12, 1996. At the
Issuer's next annual meeting of shareholders, to be held on January 11,
1996, the Core Sheth Families will vote their shares in favor of the other
current directors and in favor of Jay Sheth, a nominee to the Board. Jay
Sheth is the son of Jamnadas Sheth, a member of the Core Sheth Families.
Whether or not Jay Sheth is elected to the Issuer's board of
directors, he will continue not to have any beneficial ownership of any of
the securities of the Issuer.
On September 29, 1995 the Securities and Exchange Commission (the
"Commission") entered administrative cease and desist orders against
Starion, Shashikant Sheth, Viren Sheth, and Jay Sheth, ending an
investigation that had been ongoing since 1992. The orders make findings,
with respect to events that occurred prior to 1992, that Starion violated
Sections 13(d) and 16(a) of the Exchange Act and Rules 13d-1, 13d-2, and
16a-1; that Shashikant Sheth violated Sections 13(d) and 16(a) of the
Exchange Act and Rules 13d-1, 13d-2 and 16a-1 and caused violations of
Section 13(a) of the Exchange Act and Rules 12b-20 and 13a-1; and that Viren
and Jay Sheth caused violations of Section 13(a) of the Exchange Act and
Rules 12b-20 and 13a-1. The orders, copies of which are attached as Exhibit
4, require each of the above to cease and desist from future violations of
these provisions.
The Commission also entered cease and desist orders under Sections
13(d) and 16(a) of the Exchange Act and Rules 13d-1, 13d-2, and 16a-1 with
respect to Transvit Investment Corporation and Vileaurose Chimique, who were
formerly beneficial owners of the Issuer's securities and are owned and
controlled by the Core Sheth Families.
<PAGE> 14 of 24
Entry of the Commission's cease and desist orders brings to a
conclusion the Commission's investigation into the nondisclosure, prior to
August 1992, of the Core Sheth Families' beneficial ownership of securities
of the Issuer. The Reporting Persons have cooperated extensively with the
Commission throughout this investigation. The orders were entered following
the submission of offers of settlement by Starion, Transvit Investment
Corporation, Vileaurose Chimique, S.A., Shashikant Sheth, Viren Sheth, and
Jay Sheth.
As of this filing, under Rule 13d-3(d)(1)(i) the Core Sheth
Families have beneficial ownership of 16,397,984 shares of common stock
(86.2%) of the Issuer. <PAGE>
<PAGE> 15 of 24
Item 5. Interest in Securities of the Issuer.
____________________________________
<TABLE>
The following table sets forth the aggregate number and percentage of the outstanding Common Stock of the Issuer
currently beneficially owned by the Reporting Persons.
<CAPTION>
Name Sole Shared Voting Power Aggregate Share Percentage of
Voting Beneficially Owned Common Stock
Power
<S> <C> <C> <C> <C>
All Reporting -0- 16,397,984<F1> 16,397,984<F1> 86.2
Persons
as a Group
The Core Sheth -0- 16,397,984<F1> 16,397,984<F1> 86.2
Families
Transvit -0- 9,977,810 9,977,810 60.0
Manufacturing
Shashikant Sheth -0- 16,397,984<F1> 16,397,984<F1> 86.2
Mahendra Sheth -0- 16,397,984<F1> 16,397,984<F1> 86.2
Kirit Sheth -0- 16,397,984<F1> 16,397,984<F1> 86.2
Jamnadas Sheth -0- 16,397,984<F1> 16,397,984<F1> 86.2
Starion Int'l Ltd. -0- 6,420,174<F1> 6,420,174<F1> 33.6
Jay Sheth -0- -0- -0- -0-
Viren Sheth -0- -0- -0- -0-
<FN>
<F1> This figure includes 2,400,000 shares capable of being acquired through the exercise of warrants.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
___________________________________
The information set forth in Item 4 is incorporated by reference.
Item 7. Material to be Filed as Exhibits.
________________________________
1. Written Agreement of the Reporting Persons as required by
Rule 13d-1(f), relating to the filing of this Amendment No. 11.<PAGE>
<PAGE> 16 of 24
2. Agreement dated August 31, 1995, among Tristar Corporation,
Eurostar Perfumes, Inc., and Starion International Ltd., terminating the
Distribution Agreement entered into on October 23, 1992.
3. Amendment to Common Stock Purchase Warrant, dated August 31,
1995, between Starion International Ltd. and Tristar Corporation.
4. In the Matter of Starion International, Ltd., Securities
Exchange Act of 1934, Release No. 36318, Sept. 29, 1995.
<PAGE>
<PAGE> 17 of 24
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.
/s/ Kirit Sheth
__________________________________
Kirit Sheth, Individually
Dated: December 19, 1995
<PAGE>
<PAGE> 18 of 24
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.
/s/ Jamnadas Sheth
__________________________________
Jamnadas Sheth, Individually
Dated: December 19, 1995<PAGE>
<PAGE> 19 of 24
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.
/s/ Mahendra Sheth
__________________________________
Mahendra Sheth, Individually
Dated: December 19, 1995
<PAGE>
<PAGE> 20 of 24
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.
/s/ Shashikant Sheth
__________________________________
Shashikant Sheth, Individually
Dated: December 19, 1995
<PAGE>
<PAGE> 21 of 24
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.
Starion International
By: /s/ Shashikant Sheth
__________________________________
Shashikant Sheth,
Title: Director
Dated: December 19, 1995
<PAGE>
<PAGE> 22 of 24
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.
/s/ Virendra Sheth
__________________________________
Virendra Sheth, Individually
Dated: December 19, 1995
<PAGE>
<PAGE> 23 of 24
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.
/s/ Jayesh Sheth
__________________________________
Jayesh Sheth, Individually
Dated: December 19, 1995
<PAGE>
<PAGE> 24 of 24
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.
Transvit Manufacturing Corporation
By: /s/ Mahendra Sheth
__________________________________
Mahendra Sheth,
Title: President
Dated: December 19, 1995
</TABLE>
EXHIBIT 1
The undersigned agree that this Amendment No. 11 to the
Schedule 13D dated August 28, 1992, is being filed with the Securities and
Exchange Commission on behalf of each of Mahendra Sheth, Shashikant Sheth,
Kirit Sheth, Jamnadas Sheth, Starion International, Ltd., Transvit
Manufacturing Corp., Virendra Sheth, and Jayesh Sheth.
/s/ Jamnadas Sheth
___________________________________
Jamnadas Sheth, Individually
/s/ Shashikant Sheth
___________________________________
Shashikant Sheth, Individually
Mahendra Sheth
___________________________________
Mahendra Sheth, Individually
Kirit Sheth
___________________________________
Kirit Sheth, Individually
Virendra Sheth
___________________________________
Virendra Sheth, Individually
Jayesh Sheth
___________________________________
Jayesh Sheth, Individually
Starion International Ltd. Transvit Manufacturing Corporation
By: /s/ Shashikant Sheth By: /s/ Mahendra Sheth
____________________ ____________________
Name: Shashikant Sheth Name: Mahendra Sheth
Title: Director Title: President
Dated: December 19, 1995
AGREEMENT
This Agreement dated effective August 31, 1995, by and
between TRISTAR CORPORATION, a Delaware corporation (formerly Ross Cosmetics
Distribution Centers, Inc.) ("Tristar"), Eurostar Perfumes, Inc., a Texas
corporation ("Eurostar"), and S&J Perfume Co., Ltd., a corporation organized
under the laws of the United Kingdom ("S&J").
W I T N E S S E T H:
WHEREAS, Tristar, Eurostar and S&J (or their respective
predecessor corporations, as applicable) entered into a Distribution
Agreement (the "Distribution Agreement") dated October 23, 1992; and
WHEREAS, the parties hereto desire to terminate the
Distribution Agreement;
NOW, THEREFORE, Tristar, Eurostar and S&J mutually agree to
terminate the Distribution Agreement in all respects.
IN WITNESS WHEREOF, the parties have caused this Agreement
to be duly executed as of the date and year first above written.
TRISTAR CORPORATION
(formerly Ross Cosmetics Distribution
Centers, Inc.)
By: /s/ Viren Sheth
_______________
Name: Viren Sheth
Title: President
EUROSTAR PERFUMES, INC.
By: /s/ Paul R. Kimmel
__________________
Name: Paul R. Kimmel
Title: Vice President
S&J PERFUME CO., LTD.
By: /s/ Jay Sheth
______________
Name: Jay Sheth
Title: Managing Director
AMENDMENT TO COMMON STOCK PURCHASE WARRANT
__________________________________________
This Amendment (this "Amendment") to the Common Stock
Purchase Warrant is entered into effective as of August 31, 1995, between
Starion International, Ltd., a British Virgin Island Limited Partnership
(the "Holder"), and TRISTAR CORPORATION, a Delaware corporation (the
"Company"). Capitalized terms used herein but not defined herein have the
respective meanings given them in the Warrant (as defined below).
RECITALS
________
WHEREAS, the Company and the Holder are parties to a Common
Stock Purchase Warrant (the "Warrant") dated as of December 14, 1994,
pursuant to which the Holder was granted the right to purchase from the
Company, at any time on or before 5 p.m. Eastern Standard Time on December
15, 2004, two million (2,000,000) shares of the common stock of the Company,
$.01 par value ("Common Stock");
WHEREAS, the Company has agreed, subject to certain
conditions, to amend the Warrant as additional consideration in connection
with the merger (the "Merger") of Eurostar Perfumes, Inc., a Texas
corporation ("Eurostar"), with and into the Company;
WHEREAS, the Company and the Holder desire to amend the
Warrant to reflect such agreement;
AGREEMENTS
__________
NOW THEREFORE, in consideration of the foregoing premises
and of the mutual promises contained herein and for other good and valuable
consideration, the adequacy, receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Exercise Price. Subject to the consummation of the
Merger and as of the Effective Time of the Merger (as such term is defined
in the Agreement and Plan of Merger dated as of ________________________,
1995, among the Company, Eurostar and Transvit Manufacturing Corporation, a
Panamanian corporation), Article 4.1 of the Warrant establishing the
Exercise Price of the Warrant Stock shall be amended and replaced with the
following:
"4.1 Exercise Price. The Exercise Price for the Warrant
Stock shall be the lessor of (i) $5.34 per share, or (ii) an amount per
share equal to the lowest average Closing Sales Price (as defined below) of
the Warrant Stock for any twenty (20) consecutive trading days during the
period beginning the day after the Effective Time and ending on August 31,
1996. The Exercise Price shall increase 10% per share on December 15, 2001,
on December 15, 2002 and on December 15, 2003, on a cumulative and
compounded basis. The "Closing Sales Price" as of a certain date will mean
the average of the closing bid and asked prices, in the over-the-counter
market as reported by the National Association of Securities Dealers
Automated Quotation System, or if not so reported, as reported by the
National Quotation Bureau, Incorporated, or any successor thereof, or if not
so reported, the average of the closing bid and asked prices as furnished by
any member of the National Association of Securities Dealers, Inc., selected
from time to time by the Company for that purpose, or, if the Warrant Stock
<PAGE> 2
is listed or admitted to trading on a national securities exchange, the
average of the reported closing bid and asked prices, regular way, on the
principal national securities exchange on which the Warrant Stock is listed
or admitted to trading."
2. No Adjustment of Warrant Stock. The Holder hereby
acknowledges and agrees that the Merger does not result in an increase in
the number of shares of Warrant Stock subject to the Warrant.
3. Waiver of Notice. The Holder hereby waives its
right to notice of the Merger as provided under Section 5.3 of the Warrant.
4. Further Amendments. Any and all of the terms and
conditions of the Warrant are hereby amended and modified wherever
necessary, even though not specifically addressed herein, so as to conform
to the amendments and modifications contained in this Agreement.
5. Ratification of Warrant. Except as amended hereby,
the Warrant is hereby ratified and confirmed and shall continue in full
force and effect.
IN WITNESS WHEREOF, the Company and the Holder have caused
this Agreement to be executed and delivered as of the date first above
written.
STARION INTERNATIONAL, LTD.
By: /s/ Jay Sheth
__________________
Name: Jay Sheth
Title: Managing Director
TRISTAR CORPORATION
By: /s/ Viren Sheth
__________________
Name: Viren Sheth
Title: President
UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
Securities Exchange Act of 1934
Release No. 36318/ Sept. 29, 1995
AAER No. 728/ Sept. 29, 1995
Administrative Proceeding
File No. 3-8861
______________________________
:
In the Matter of :
:
Starion International Ltd., : ORDER INSTITUTING PROCEEDINGS
Transvit Investment Corp., : PURSUANT TO SECTION 21C OF
Vileaurose Chimique, S.A., : THE SECURITIES EXCHANGE ACT OF
Shashikant Sunderlal Sheth, : 1934 AND FINDINGS AND CEASE
Virendra Sunderlal Sheth, and : AND DESIST ORDER
Jayesh Jamnadas Sheth :
______________________________ :
I.
The Commission deems it appropriate and in the public
interest that public administrative proceedings be, and they hereby are,
instituted pursuant to Section 21C of the Securities Exchange Act of 1934.
II.
In anticipation of the institution of these administrative
proceedings, Starion International Ltd. ("Starion"), Transvit Investment
Corp. ("Transvit"), Vileaurose Chimique, S.A. ("Vileaurose"), Shashikant
Sunderlal Sheth ("Shashi Sheth"), Virendra Sunderlal Sheth ("Viren Sheth"),
and Jayesh Jamnadas Sheth ("Jay Sheth") have each submitted Offers of
Settlement which the Commission has determined to accept. Solely for the
purpose of this proceeding and any other proceeding brought by or on behalf
of the Commission or to which the Commission is a party, Starion, Transvit,
Vileaurose, Shashi Sheth, Viren Sheth and Jay Sheth, without admitting or
denying the matters set forth herein, and prior to a hearing pursuant to the
Commission's Rules of Practice, 17 C.F.R. Sec. 201.100, et seq., consent to
the issuance of this Order Instituting Proceedings pursuant to Section 21C
of the Securities Exchange Act of 1934 and Findings and Cease and Desist
Order ("Order") as set forth below.
III.
On the basis of this Order and Offers of Settlement of
Starion, Transvit, Vileaurose, Shashi Sheth, Viren Sheth and Jay Sheth, the
Commission concludes the following<F1>:
___________________
[FN]
<F1> The findings herein are made pursuant to the Offers of
Settlement of Starion, Transvit, Vileaurose, Shashi Sheth, Viren Sheth and
Jay Sheth and are not binding on any other person or entity named as a
respondent in this or any other proceedings.
<PAGE> 2 of 6
A. FACTS
1. Summary
This cease and desist proceeding involves beneficial
ownership disclosure violations and the causation of issuer disclosure
violations. Specifically, four individuals belonging to two different
families with the surname Sheth from Dubai, United Arab Emirates ("the Dubai
Sheth families"), whose principal international business is the manufacture
and distribution of fragrance and cosmetic products, failed to disclose
their beneficial ownership of 65% of the stock of Tristar Corporation
("Tristar") and control of Tristar's principal supplier. Between 1987 and
1992, the Dubai Sheth families held their Tristar stock in offshore bearer
share corporations, and failed to disclose timely their beneficial ownership
of that stock. The failure to file appropriate beneficial ownership
disclosure forms was based on advice the Dubai Sheth families received from
their then financial advisor and certain officers and directors of Tristar.
On September 4, 1992, four of the respondents and others, individually and
as a group, disclosed the holdings of the Dubai Sheth families, as well as
details concerning the acquisitions of the shares and the relationships
among the parties, in a Schedule 13D filed with the Commission.
Additionally, Viren Sheth and Jay Sheth, as members of Tristar's Management
Committee, and Shashi Sheth, as a Tristar director, failed to take steps to
cause the company to disclose material facts in three annual reports on Form
10-K that either contained materially false and misleading information or
omitted to state material facts.
2. Respondents
a. Starion International Ltd. is a
British Virgin Islands holding company owned and controlled by the Dubai
Sheth families. Starion was created in 1989 as a vehicle for the Dubai
Sheth families to acquire approximately 30% of Tristar's outstanding stock
from two individuals who, at that time, were the President and Vice
President of Tristar. On July 8, 1994, Starion pled guilty to one count of
mail fraud in connection with disclosures filed with the Commission in 1989,
and agreed to forfeit 2,013,174 Tristar shares, or a reasonable substitute
therefor, valued at approximately $5.5 million.
b. Transvit Investment Corp.,
Vileaurose Chimique, S.A. and five other corporations (the "Panamanian
corporations") comprised the seven Panamanian corporations owned and
controlled by the Dubai Sheth families. The stock of the Panamanian
corporations was in bearer shares form and held by the Dubai Sheth families.
On February 9, 1993, the Panamanian corporations transferred legal and
beneficial ownership of the Tristar stock issued to them to Starion. In
1993, the Dubai Sheth families dissolved the Panamanian corporations, except
for Transvit and Vileaurose.
c. Shashi Sheth is a member of the
Dubai Sheth families and is the brother of Viren Sheth. Shashi Sheth became
a director of Tristar in May 1989 and continues to serve as a director of
the company. He is the Vice President and Chief Executive of a Dubai Sheth
families-owned import and export company in Dubai. He also is a director of
Starion.
<PAGE> 3 of 6
d. Viren Sheth served on Tristar's
Management Committee from June 1989 through October 1992. In late 1992, he
became the President of Tristar. From 1979 until January 1991, Viren Sheth
owned 50% of Tristar's principal fragrance supplier.
e. Jay Sheth was the managing director
of Tristar's principal fragrance supplier. Jay Sheth is not related to
Shashi or Viren Sheth. From June 1989 through October 1992, Jay Sheth
served on Tristar's Management Committee. From 1979 until January 1991, Jay
Sheth owned 50% of Tristar's principal supplier.
3. Issuer
Tristar is a Delaware corporation presently headquartered in
San Antonio, Texas. Tristar's principal business is the marketing and
wholesale distribution of alternatives to designer fragrances and cosmetics.
Since March 1, 1984, Tristar's common stock has been registered with the
Commission pursuant to Section 12(g) of the Exchange Act and quoted on the
NASDAQ. Tristar was known as Ross Cosmetics Distribution Centers, Inc.,
during the events described herein, but changed its name to Tristar in 1993.
4. Discussion
a. The Dubai Sheth Families Acquire
35% of Tristar's Outstanding Stock
During the period February 1986 through November 1987,
Tristar was unable to make timely payments for its purchases of fragrances
from a supplier owned by Viren Sheth and Jay Sheth<F2>. As a result, the
President of Tristar proposed paying for the products with Tristar stock.
The Dubai Sheth families, who previously had agreed to advance funds to a
financial intermediary to enable Tristar to purchase fragrances, agreed to
accept stock and cash as compensation from Tristar. Between February 1986
and November 1987, Tristar engaged in five transactions that resulted in the
issuance of 950,000 shares, or 35% of Tristar's outstanding stock to the
Dubai Sheth families. Tristar issued the stock to the Panamanian
corporations. The Dubai Sheth families' then financial advisor (the
"Advisor"), Tristar's founder and Tristar's then General Counsel designed
the transactions so that no single Panamanian corporation would hold more
than five percent of Tristar's outstanding stock.
b. The Starion Transaction and Change
in Control of Tristar
On May 31, 1989, the Dubai Sheth families, through Starion,
acquired 36.6% of Tristar's outstanding stock from Tristar's founder and a
former Vice President of Tristar. This transaction resulted in the change
of control of Tristar and the increase of the Dubai Sheth families'
beneficial ownership to more than 65% of the company's outstanding stock.
As a result of the transaction, Shashi Sheth became a director of Tristar.
___________________
[FN]
<F2> By mid-1989, this company had become Tristar's primary
supplier of fragrance products. In January 1991, Viren Sheth and Jay Sheth
sold Tristar's principal fragrance supplier to the Dubai Sheth families.
<PAGE> 4 of 6
Additionally, the Tristar Board created a Management Committee comprised of
Viren Sheth and Jay Sheth, Tristar's Chief Operating Officer and two of
Tristar's Vice Presidents. A weighted voting formula provided that Viren
Sheth and Jay Sheth, who were not officially named as officers or directors
of the company, could control the Management Committee and, therefore, the
operations of the Company. Finally, the Advisor, who previously had become
a director of Tristar, was elected President and Chairman of the Board of
Tristar.
c. Tristar's 1989, 1990 and 1991
Annual Reports
Tristar's annual reports for its fiscal years ending August
31, 1989 ("1989 10-K"), August 31, 1990 ("1990 10-K") and August 31, 1991
("1991 10-K") inaccurately described Tristar's transactions with the Dubai
Sheth families-controlled Panamanian corporations in 1986 and 1987 as a
series of private placements to major vendors and failed to disclose the
Dubai Sheth families' beneficial ownership and control of Tristar.
Additionally, the three 10-Ks failed to disclose additional matters,
including, (1) the affiliation of Tristar's then President with the
financial intermediary used by the Dubai Sheth families and with the Dubai
Sheth families, (2) Shashi Sheth's affiliation with the Dubai Sheth
families, (3) the principal fragrance supplier's control of Tristar's
management decisions through Viren Sheth's and Jay Sheth's service on the
Management Committee, and (4) that Tristar purchased most of its fragrance
products from related parties, specifically from entities in which the Dubai
Sheth families had direct or indirect interests. In fact, for the fiscal
years ended August 31, 1990, 1991, and 1992, the products that related
companies supplied to Tristar represented approximately 63%, 84%, and 88% of
Tristar's net sales, respectively. In its 1991 10-K, Tristar attributed its
purchase of all fragrances from two suppliers to "advantageous factors such
as price and supply and not upon material dependence." The 1991 10-K also
failed to disclose the aggregate amount of Tristar's export sales to Mexico,
South America and Canada, which represented 13% of the company's net sales.
B. APPLICABLE LAW
1. Section 13(d) of the Exchange Act and Rules
13d-1 and 13d-2
Section 13(d)(1) of the Exchange Act and Rules 13d-1 require
any person who acquires beneficial ownership of more than five percent of
any equity security of a class which is registered pursuant to Section 12 of
the Exchange Act to file a Schedule 13D with the Commission with ten days.
Section 13(d)(2) of the Exchange Act and Rule 13d-2 requires a person to
promptly file an amendment to a statement filed pursuant to Section 13(d)(1)
"[i]f any material change occurs in the facts set forth in the statements."
2. Section 16(a) of the Exchange Act and Rule
16a-1
Section 16(a) of the Exchange Act and Rule 16a-1, as in<PAGE>
<PAGE> 5 of 6
effect at the time of the violations<F3>, required, inter alia, that
beneficial owners of more than ten percent of any class of any equity
security registered pursuant to Section 12 of the Exchange Act files a Form
3 by the effective date of a registration statement filed pursuant to
Section 12, or within ten days of becoming such a beneficial owner.
Moreover, when there is a change in beneficial ownership, Section 16(a) and
Rule 16a-1, as in effect at the time of the violations, and current Rule
16a-3, require such beneficial owners, within ten days after the close of
each calendar month in which a change of ownership occurs, to file a Form 4
indicating the ownership at the close of the month and such changes as
occurred during the calendar month.
3. Section 13(a) of the Exchange Act and Rules
12b-20 and 13a-1
Section 13(a) of the Exchange Act and Rule 13a-1 require
issuers of registered securities to file with the Commission annual reports
on Form 10-K. Annual reports on Form 10-K must comply with the disclosure
requirements of Regulation S-K. Exchange Act Rule 12b-20 requires that such
annual reports contain all information necessary to ensure that statements
made in them are not materially misleading. The reporting requirements
necessarily include the requirements that the information supplied be
accurate.
C. VIOLATIONS BY THE RESPONDENTS
1. Beneficial Ownership Disclosure Violations
On April 30, 1986, the Dubai Sheth families, through certain
Panamanian corporations that they controlled, first acquired more than five
percent of Tristar's outstanding stock. As of October 10, 1986, the Dubai
Sheth families' beneficial ownership exceeded ten percent. Following the
May 1989 transaction in which Starion acquired an additional 36.6% of the
outstanding stock of Tristar, the Dubai Sheth families' beneficial ownership
represented 65% of the company's outstanding stock. Shashi Sheth, who was
an indirect beneficial owner of the Tristar shares, and Starion, Transvit
and Vileaurose, as companies used to hold Tristar stock, violated Sections
13(d) and 16(a) of the Exchange Act and Rules 13d-1, 13d-2 and 16a-1 by
failing to file in a timely manner a schedule 13D, amendments thereto, and
Forms 3 and 4.
2. Causation of Tristar's Disclosure
Violations
Between June 1989 and late 1992, Viren Sheth and Jay Sheth
had the power to control the management decisions of Tristar, as a result
___________________
[FN]
<F3> Until May 1, 1991, Rule 16a-1 implemented the statutory
filing requirements under Section 16 of the Exchange Act. A comprehensive
revision of the rules under Section 16 became effective on May 1, 1991.
See, Exchange Act Rel. 34-28869, 56 Fed. Reg. 7242 (Feb. 21, 1991). Among
other things, these amendments place the implementation of the former Rule
16a-1 filing requirements in new Rules 16a-2 and 16a-3. Accordingly, the
cease and desist orders issued herein apply to violations of Rules 16a-2 and
16a-3.
<PAGE> 6 of 6
of their control of the Management Committee. Viren Sheth, Jay Sheth and
Shashi Sheth were aware of all related party transactions engaged in by
Tristar, as well as Viren Sheth's and Jay Sheth's control positions with
Tristar, the Dubai Sheth families' beneficial ownership of Tristar stock,
and the company's export sales. Shashi Sheth became a director of Tristar
as a result of the Starion transaction and, thereafter, signed Tristar's
1989, 1990 and 1991 10-Ks. Viren Sheth, Jay Sheth and Shashi Sheth were
each in a position to question the accuracy of the 10-K disclosures and
ensure adequate disclosure, but failed to do so. Accordingly, Viren Sheth,
Jay Sheth and Shashi Sheth failed to take steps to cause Tristar to disclose
material facts in the three 10-Ks, thereby causing Tristar to violate
Section 13(a) of the Exchange Act and Rules 13a-1 and 12b-20 by Tristar.
IV.
FINDINGS
Based on the above, the Commission finds that: (1) Starion,
Transvit and Vileaurose violated Sections 13(d) and 16(a) of the Exchange
Act and Rules 13d-1, 13d-2, and 16a-1; (2) Shashi Sheth violated Sections
13(d) and 16(a) of the Exchange Act and Rules 13d-1, 13d-2 and 16a-1 and
caused violations of Section 13(a) of the Exchange Act and Rules 12b-20 and
13a-1; and (3) Viren Sheth and Jay Sheth caused violations of Section 13(a)
of the Exchange Act and Rules 12b-20 and 13a-1.
V.
ORDER
Accordingly, IT IS HEREBY ORDERED, pursuant to Section 21C
of the Exchange Act, that Starion, Transvit and Vileaurose cease and desist
from violating or causing violations or future violations of Sections 13(d)
and 16(a) of the Exchange Act and Rules 13d-1, 13d-2, 16a-2 and 16a-3; that
Shashi Sheth cease and desist from violating or causing violations or future
violations of Sections 13(d) and 16(a) of the Exchange Act and Rules 12b-20,
13a-1, 13d-1, 13d-2, 16a-2 and 16a-3 and cease and desist from causing
violations or future violations of Section 13(a) of the Exchange Act and
Rules 12b-20 and 13a-1; and Viren Sheth and Jay Sheth cease and desist from
causing violations or future violations of Section 13(a) of the Exchange Act
and Rules 12b-20 and 13a-1.
By the Commission
/s/ Jonathan G. Katz
_____________________
Jonathan G. Katz
Secretary
