FORM 4
( ) Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
U.S. SECURITIES AND EXCHANGE COMMISSION
_____________________
WASHINGTON, D.C. 20549
| OMB APPROVAL |
|OMB NUMBER: 3235-0287|
|EXPIRES: SEPTEMBER 30, 1998 |
|ESTIMATED AVERAGE BURDEN
HOURS PER RESPONSE 0.5|
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person
Ernest P. Esztergar
2. Issuer Name and Ticker or Trading Symbol
SGI International (SGII)
3. IRS OR SOCIAL SECURITY NUMBER OF REPORTING PERSON (VOLUNTARY)
4. Statement for Month/Year
October 1998
5. If Amendment, Date of Original (Month/Year)
N/A
6. Relationship of reporting person to Issuer (Check all applicable)
(x) DIRECTOR ( ) 10% OWNER (x ) OFFICER (GIVE TITLE BELOW) ( ) OTHER
Senior Vice President
7. Individual, or Joint/Group Filing (Check all applicable) (X ) Form filed by
One Reporting Person ( ) Form filed by More than One Reporting Person
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TABLE Table I Non-Derivative
Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)
Common Stock
2. Transaction Date (Month/Day/Year)
October 29, 1998 24,000 shares at $.43 per share
October 30, 1998 17,455 shares at $.60 per share
3. Transaction Code (Instr. 8)
P V
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)
(A) Acquired 41,455 shares
5. Amount of Securities Beneficially Owned at End of Month (Instr. 3 and 4)
143,647
6. Ownership Form: Direct(D) or Indirect(I) (Instr. 4)
(D) Direct
7. Nature of Indirect Beneficial Ownership (Instr. 4)
Self
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
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TABLE II Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., Puts, Calls, Warrants, Options, Convertible Securities)
1. Title of Derivative Security (Instr. 3)
Warrants
Preferred Stock
2. Conversion or Exercise Price of Derivative Security
N/A
3. Transaction Date (Month/Day/Year)
N/A
4. Transaction Code (Instr. 8)
N/A
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
N/A
6. Date Exercisable and Expiration Date (Month/Day/Year)
N/A
7. Title and Amount of Underlying Securities (Instr. 3 and 4)
Common Stock
8. Price of Derivative Securities (Instr. 5)
N/A
9. Number of Derivative Securities Beneficially Owned at End of Month (Instr. 4)
Common shares underlying warrants 255,000
Common shares underlying Preferred Stock 50,000
10. Ownership Form of Derivative Security: Direct(D) or Indirect(I) (Instr. 4)
D
11. Nature of Indirect Beneficial Ownership (Instr. 4)
N/A
EXPLANATION OF RESPONSES:
/s/ Ernest P. Esztergar 11/6/98
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SIGNATURE OF REPORTING PERSON DATE
**** INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACTS CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS. SEE 18 U.S.C. 1001 AND 15 U.S.C. 78FF(A).
