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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3 )*
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FOUNTAIN POWERBOAT INDUSTRIES, INC.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
350755
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(CUSIP Number)
ALAN D. JACOBSON, Esq.
2029 Century Park East, Suite 2600, Los Angeles, CA 90067, (310) 277-5974
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(Name, Address and Telephone Number of Person Authorized to receive
Notices and Communications)
January 2, 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 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).
SEC 1746 (12-91)
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SCHEDULE 13D
CUSIP No. 350755 PAGE 2 OF 10 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Triglova Finanz A.G.
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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
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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
Panama
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7 SOLE VOTING POWER
209,500 shares
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 209,500 shares
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
209,500 shares
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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)
6.7%
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14 TYPE OF REPORTING PERSON*
CO
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*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.
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Page 3 of 10
1. SECURITY AND ISSUER.
The title of the class of equity securities to which this statement
relates is common stock. $.01 par value (the "Common Stock"), issued by Fountain
Powerboat Industries, Inc., a Nevada corporation (the "Corporation"). The
principal executive offices of the Corporation are located at Whichard's Beach
Road, P.O. Drawer 457, Washington, North Carolina 27889.
2. IDENTITY AND BACKGROUND.
This statement is filed by Triglova Finanz A.G. ("Triglova"), a
corporation incorporated under the laws of Panama. Triglova's principal business
is investments and the address of its principal business and principal office is
Edificio Torre Swiss Bank, Piso 16, Apartado Postal 1824, Panama
1, Republica de Panama.
During the last five years, Triglova has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), and
during such period Triglova has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction, the result of which
was to subject it 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.
Filippo Dollfus is a director and president of Triglova. Mr. Dollfus'
business address is Via Degli Amadio 1, 6900 Lugano, Switzerland. His principal
occupation is trustee, and that employment is conducted within Fiderservice SA,
which is located at the same address. Mr. Dollfus is a citizen of Switzerland.
Adelina M. De Estribi and Aida May Biggs are both directors of
Triglova. In addition, Ms. De Estribi is secretary of Triglova, and Ms. Biggs
is treasurer of Triglova. The business address for both Ms. De Estribi and Ms.
Biggs is Swiss Bank Tower, 16th Floor, Urbanizacion Obario, Panama. As her
principal occupation, each performs administrative functions, and such
employment is conducted within the law firm of Morgan and Morgan, which is
located at the same address. Both are citizens of Panama.
During the last five years, none of Mr. Dollfus, Ms. De Estribi and Ms.
Biggs has not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), and during such period none of them has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction, the result of which was to subject such person 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.
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Page 4 of 10
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This Amended Schedule 13D has been filed with respect to an aggregate
of two hundred seventy-five thousand seven hundred (275,700) shares of the
Corporation's Common Stock held by Triglova at November 30, 1996 and purchased
by Triglova for aggregate consideration of approximately Six Hundred Fifty-Seven
Thousand Dollars ($657,000). The source of funds used in making Triglova's
purchases was Triglova's working capital.
4. PURPOSE OF TRANSACTION.
Triglova holds the 209,500 shares of Common Stock owned by it, as of
January 9, 1997, for investment purposes. Triglova may acquire additional shares
of Common Stock for investment purposes from time to time, although it does not
have any present plans to do so.
Triglova has no plans or proposals which relate to or would result in:
any extraordinary corporate transaction, such as a merger, reorganization or
liquidation involving the Corporation or any subsidiary of the Corporation; the
sale or transfer of a material amount of assets of the Corporation or any of its
subsidiaries; any change in the Corporation's present Board of Directors or
management; any material change in the present capitalization or dividend policy
of the Corporation; any material change in the Corporation's business or
corporate structure; any changes in the Corporation's charter, bylaws, or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Corporation by any person; a class of securities
of the Corporation being delisted from a national securities exchange or ceasing
to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; a class of equity securities of the
Corporation becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or any
similar action.
5. INTEREST IN SECURITIES OF THE ISSUER.
Triglova has the sole power to direct the vote or disposition of the
209,500 shares of the Common Stock of the Corporation owned by Triglova. That
power is exercised through Triglova's directors and officer.
The 209,500 shares of Common Stock that Triglova owns represents
approximately 6.7% of that class of securities. The calculation of the
percentage of the class of Common Stock is based upon the 3,129,072 shares of
Common Stock reported by the Corporation as outstanding as of November 12, 1996
in its Quarterly Report on Form 10-Q for the quarterly period ended September
30, 1996.
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Page 5 of 10
During the past sixty days, Triglova has engaged in the following
transactions in Common Stock in brokers' transactions on the Nasdaq National
Market System:
A. On December 10, 1996, Triglova sold 400 shares at
a price of $17.00 per share.
B. On December 10, 1996, Triglova sold 3,000 shares
at a price of $17.25 per share.
C. On December 10, 1996, Triglova sold 3,000 shares
at a price of $17.50 per share.
D. On December 12, 1996, Triglova sold 3,000 shares
at a price of $17.75 per share.
E. On December 12, 1996, Triglova sold 4,000 shares
at a price of $17.50 per share.
F. On December 13, 1996, Triglova sold 2,000 shares
at a price of $17.75 per share.
G. On December 20, 1996, Triglova sold 100 shares at
a price of $17.50 per share.
H. On December 23, 1996, Triglova sold 2,400 shares
at a price of $17.50 per share.
I. On December 27, 1996, Triglova sold 4,000 shares
at a price of $17.50 per share.
J. On December 31, 1996, Triglova sold 1,500 shares
at a price of $17.50 per share.
K. On December 31, 1996, Triglova sold 1,500 shares
at a price of $17.625 per share.
L. On December 31, 1996, Triglova sold 2,500 shares
at a price of $17.64 per share.
M. On January 2, 1997, Triglova sold 4,000 shares at
a price of $18.00 per share.
N. On January 2, 1997, Triglova sold 4,000 shares at
a price of $18.25 per share.
O. On January 2, 1997, Triglova sold 5,000 shares at
a price of $18.625 per share.
P. On January 2, 1997, Triglova sold 6,300 shares at
a price of $18.50 per share.
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Page 6 of 10
Q. On January 3, 1997, Triglova sold 1,500 shares at
a price of $18.375 per share.
R. On January 7, 1997, Triglova sold 1,000 shares at
a price of $18.50 per share.
S. On January 7, 1997, Triglova sold 3,000 shares at
a price of $18.375 per share.
T. On January 7, 1997, Triglova sold 6,000 shares at
a price of $18.25 per share.
U. On January 8, 1997, Triglova sold 2,000 shares at
a price of $18.50 per share.
V. On January 9, 1997, Triglova sold 6,000 shares at
a price of $18.375 per share.
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Not applicable.
7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1. Stock Purchase Agreement dated May __, 1991.
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.
Dated: January 13, 1997
Triglova Finanz A.G.
By________________________
Filippo Dollfus
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Page 7 of 10
Exhibit "1"
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AGREEMENT, dated as of May ___, 1991, between Yarrimup, Inc., a
Panamanian corporation ("Seller"), and Triglova Finance S.A., a Panamanian
corporation ("Triglova"), Roviral Business Corp., a Panamanian corporation
("Roviral"), and Reggie Fountain, an individual, ("RF"). Triglova, Roviral and
RF are herein collectively referred to as the "Purchasers".
W I T N E S S E T H:
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WHEREAS, Seller desires to sell to the Purchasers, and Purchasers
desire to purchase form Seller, upon the terms and subject to the conditions
hereinafter set forth, an aggregate of 700,000 shares of common stock, $.01 par
value, of Fountain Powerboat Industries, Inc., a Nevada corporation (the
"Shares").
NOW, THEREFORE, the parties hereto hereby agree as follows:
FIRST: A. Seller hereby agrees to sell, transfer and
deliver severally to Triglova, Roviral and RF, and Triglova,
Roviral and RF severally hereby agree to purchase from Seller,
410,000 Shares, 30,000 Shares and 260,000 Shares, respectively,
at a purchase of $0.875 per Share.
B. Upon delivery by Seller of the certificate or
certificates representing the Shares to Citibank, N.A.
("Citibank"), at 20 Exchange Place, New York, New York 10043,
Citibank shall (i) release funds from the account of each
Purchaser in an amount equal to the product of (x) the number of
Shares agreed to be purchased by such Purchaser; and (y) $0.875,
and (ii) wire transfer such funds to the account of Seller's
attorney-in-fact, Frank Shannon, at his U.S. Dollar account No.
201275 at Barclay Bank, 139 North Street, Brighton, England.
C. Seller agrees to deliver a certificate or certificates
representing the Shares to Citibank within three (3) days of the
date of this Agreement.
D. It shall be a condition to Seller's obligations herein that upon its
delivery to Citibank of the certificate or certificates representing the Shares,
each of the Purchasers shall purchase the number of Shares which it has agreed
to purchase pursuant to this Agreement.
SECOND: The parties hereto agree promptly to execute and deliver any
other and further documents or other instruments of transfer which may be
necessary to effectuate the transfer of the Shares to the Purchasers including,
without limitation, any documents which may be required by Citibank.
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Page 8 of 10
THIRD: Seller represents and warrants that (i) it is the records and
beneficial holder and has good title to the Shares free and clear of all liens,
claims and encumbrances; (ii) it has owned the Shares since January 22, 1988;
(iii) it has the power and capacity to enter into this Agreement and to carry
out its terms; and (iv) the execution and delivery of this Agreement and the
performance of the provisions hereof by it have been authorized by all necessary
corporate action on its part. Seller's representative is authorized to execute
this Agreement and has annexed authority evidencing such power hereto as an
exhibit to this Agreement which is made a part hereof.
FOURTH: Each Purchaser hereby represents and warrants to the Seller
that it or he (i) is purchasing the Shares for its or his own account for
investment and not with a view to, or for sale in connection with, any
distribution of the Shares; (ii) has sufficient knowledge and experience in
business and financial matters to evaluate the merits and risks of its purchase
of the Shares and considers itself to be a sophisticated investors; (iii)
acknowledges that the Shares have not been registered under the Securities Act
of 1933, as amended (the "Act"), and that the Shares may not be resold without
registration under the Act or an applicable exemption therefrom; (iv) is an
"accredited investor" as such term is defined in Rule 501 of Regulation D of the
Act; and (v) has the power and capacity to enter into this Agreement and to
carry out its terms, and the execution and delivery of this Agreement and the
performance of the provisions hereof by it or him have been authorized by all
necessary corporate action on its or his part. Each of Triglova and Roviral's
representatives is authorized to execute this Agreement and has annexed
authority evidencing such power hereto as an exhibit, to this respective
Agreement which is made a part hereof.
FIFTH: All parties represent they will take all necessary steps to
insure their respective compliance with Sections 13 and 16 of the Securities
Exchange Act of 1934, which may result from the sale of the Shares.
SIXTH: This Agreement sets forth the entire agreement and
understanding between the parties hereto as to the subject matter hereof, and
shall not be changed except by a writing signed by the party to be charged. This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of New York, without
giving effect to conflict of laws principles. This Agreement may be executed in
one or more counterparts, each of which shall be deemed an original.
SEVENTH: Seller will hold harmless, defend and indemnify
Purchasers against any claims by third parties after the close of
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this transaction arising in connection with a breach of the representation and
warranty contained in Paragraph THIRD (i).
IN WITNESS WHEREOF, the undersigned have cause this Agreement to be
executed as of the date first above written.
YARRIMUP, INC.
By:_________________________
TRIGLOVA FINANCE S.A.
By:_________________________
ROVIRAL BUSINESS CORP.
By:_________________________
REGGIE FOUNTAIN
By:_________________________
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Page 10 of 10
POWER OF ATTORNEY
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Re: Fountain Powerboat Industries, Inc.
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Gentlemen:
The undersigned, Dr. Filippo Dollfus De Volckersberg,
(signature below) is empowered to act on behalf of Triglova
Finanz A.G. and Roviral Business Corp. by the respective charters
of both companies, which are Panamanian corporations, and is
hereby authorized to act as agent and attorney-in-fact to
purchase an aggregate of 440,000 Shares of Fountain Powerboat
Industries, Inc. for Triglova Finanz A.G. and Roviral Business
Corp. respectively, from Yarrimup, Inc., the beneficial and of
record owner in the shares, and to sign any stock transfer, stock
power or agreement related to such sale.
This Power of Attorney shall be effective for the above
mentioned transaction and shall dissolve upon completion of said transaction.
/s/ Filippo Dollfus De Volckersberg
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Filippo Dollfus De Volckersberg
Sworn to before me this
9th day of May, 1991.
/s/ George Berger
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Notary Public
