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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
CASMYN CORP.
(NAME OF ISSUER)
COMMON STOCK
(TITLE OF CLASS OF SECURITIES)
1476191002
(CUSIP NUMBER)
MARK S. ZUCKER
C/O ANVIL INVESTORS, INC.
28720 CANWOOD STREET, SUITE 207
AGOURA HILLS, CALIFORNIA 91301
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS)
APRIL 11, 2000
(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/A, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box.
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section 240.13d-7(b)
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).
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SCHEDULE 13D
CUSIP NO. 1476191002 PAGE 2 OF 6
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anvil Investment Partners, 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
OO
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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
Delaware
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7 SOLE VOTING POWER
893,738 Shares*
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8 SHARED VOTING POWER
NUMBER OF None.
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SHARES 9 SOLE DISPOSITIVE POWER
BENEFICIALLY
OWNED BY 893,738 Shares*
EACH -----------------------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON None.
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
893,738 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)
22.0%**
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14 TYPE OF REPORTING PERSON
PN
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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.
* The share amounts listed above include immediately exercisable warrants to
purchase 446,869 shares of Issuer's Common Stock beneficially held by Anvil
Investment Partners, L.P., and take into account the Conversion and the
Reverse Split (as defined in Item 4 below) as contemplated in the Plan of
Reorganization (as defined in Item 3 below). Pursuant to the Plan of
Reorganization, warrants were issued to all holders of Issuer's Common Stock,
on a one-for-one basis after giving effect to the Conversion and the Reverse
Split.
** The percentage calculation listed above assumes exercise of all warrants
beneficially held by Anvil Investment Partners, L.P. (but not the exercise of
warrants held by others) pursuant to applicable Commission Rules.
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SCHEDULE 13D/A
CUSIP NO. 1476191002 PAGE 3 OF 6
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark S. Zucker
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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
ITEMS 2(D) OR 2(E) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
1,780,468 shares *
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8 SHARED VOTING POWER
NUMBER OF None.
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SHARES 9 SOLE DISPOSITIVE POWER
BENEFICIALLY
OWNED BY 1,780,468 shares *
EACH -----------------------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON None.
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,780,468 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)
39.5%*
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14 TYPE OF REPORTING PERSON
IN
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SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
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(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
* The share amounts listed above (i) include 84,130 shares of Preferred Stock
resulting from the exercise of stock options previously issued to Mr. Zucker
which were exercised immediately prior to the Effective Date (as contemplated
in the Plan of Reorganization); (ii) include immediately exercisable warrants
to purchase 890,234 shares of Issuer's Common Stock beneficially held by Mr.
Zucker and Anvil Investment Partners, L.P.; and (iii) take into account the
Conversion and the Reverse Split as contemplated in the Plan of Reorganization.
Pursuant to the Plan of Reorganization, warrants were issued to all holders
of Issuer's Common Stock, on a one-for-one basis after giving effect to the
Conversion and the Reverse Split.
** The percentage calculation listed above assumes exercise of all warrants
beneficially held by Mr. Zucker and by Anvil Investment Partners, L.P.(but
not the exercise of warrants held by others) pursuant to applicable
Commission Rules.
ITEM 1. SECURITY AND ISSUER.
Common Stock
Casmyn Corp.
28720 Canwood Street, Suite 207
Agoura Hills, CA 91301
ITEM 2. IDENTITY AND BACKGROUND.
(a) through (f). This statement is being filed by Anvil Investment
Partners, L.P., a Delaware limited partnership ("Anvil"), and Mark S. Zucker,
an individual ("Mr. Zucker"). Mr. Zucker is the President of Anvil Investors,
Inc. (the " General Partner"), a Delaware corporation wholly owned by Mr.
Zucker which is the general partner of Anvil. Mr. Zucker also is the
President, Chief Executive Officer and a Director of the Issuer.
The principal place of business of Mr. Zucker is 28720 Canwood Street,
Suite 207, Agoura Hills, CA 91301. The principal place of business of Anvil is
28720 Canwood Street, Suite 207, Agoura Hills, CA 91301.
As a result of Mr. Zucker's position as President of
the General Partner, he may be deemed to have voting and dispositive power over
the Issuer's shares owned by Anvil.
During the past five years, neither Anvil nor Mr. Zucker has been
convicted in any criminal proceedings or been subject to any judgment, decree or
final order enjoining any future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
of such laws in a civil proceeding of a judicial or administrative body.
Mr. Zucker is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The securities were acquired pursuant to the terms of a Second
Amended Plan of Reorganization (the "Plan of Reorganization") effective April
11, 2000 (the "Effective Date") with respect to Issuer's prior filing under
chapter 11 of the United States Bankruptcy Code. The Plan of Reorganization
was approved by order of the United States Bankruptcy Court, Central District
of California, San Fernando Valley Division, filed and entered on March 31,
2000.
No part of the purchase price for the securities was or will be
represented by funds or other consideration borrowed or otherwise obtained for
the purpose of acquiring, holding, trading or voting the securities.
ITEM 4. PURPOSE OF TRANSACTION.
Each of the Reporting Persons beneficially owned shares of the Issuer's
preferred stock ("Preferred Stock") and/or shares of its common stock ("Common
Stock") prior to the Effective Date of the Plan of Reorganization. Pursuant to
the terms of the Plan of Reorganization, each share of the Issuer's Preferred
Stock outstanding immediately prior to the Effective Date was converted on the
Effective Date into 5.27 shares of the Issuer's Common Stock (the "Conversion").
In addition, pursuant to the Plan of Reorganization, on the Effective Date, a 1
for 500 reverse split of Issuer's Common Stock occurred (the "Reverse Split").
The shares of Common Stock set forth in Items 7, 9 and 11,
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SCHEDULE 13D
and the percentages set forth in Item 13, of the cover pages to this Schedule
13D/A with respect to both Anvil and Mr. Zucker reflect the Conversion and
the Reverse Split.
The Plan of Reorganization also authorized a Management Incentive Stock
Option Plan pursuant to which options may be granted to members of the
management of the Issuer. At some time in the future, it is anticipated that Mr.
Zucker will be granted an option to purchase up to 5% of the Issuer's
outstanding Common Stock pursuant to the terms of this Management Incentive
Stock Option Plan.
Pursuant to the Plan of Reorganization, among other things, (i) Mr.
Zucker, Mr. Divo Milan and Mr. Selwyn Kossuth were appointed directors of
Issuer; (ii) the Issuer's capital structure was revised to authorize two
classes of stock, "Common Stock" and "Preferred Stock", comprised of
50,000,000 shares of Common Stock, par value $0.01, and 10,000,000 shares of
Preferred Stock, par value $0.01; (iii) the Board of Directors of Issuer was
authorized to amend its Bylaws and Articles of Incorporation to, among other
things, prevent unfair attempts to take over Issuer, such as provisions for
the issuance of preferred warrants or similar securities; (iv) the Issuer was
authorized to spin-out its wholly-owned subsidiary, Goldco Ltd., a Nevada
corporation, to Issuer's shareholders; (v) the Issuer was authorized to
reincorporate in another jurisdiction (the Issuer has reincorporated from
Colorado to Nevada); and (vi) the Issuer was authorized to change its name
(which has been changed to Aries Ventures Inc.). As contemplated under the
Plan of Reorganization, Goldco Ltd. holds or will hold all the Issuer's gold
mining operations in Zimbabwe through a wholly-owned subsidiary, Casmyn
Mining Zimbabwe (Private) Ltd.
The Reporting Persons have no current plans to acquire any additional
securities of the Issuer, except as contemplated in the Plan of Reorganization
or pursuant to the Management Incentive Stock Option Plan described above. The
Reporting Persons will evaluate the Issuer's business and prospects, and based
upon future developments (including, without limitation, performance of the
Issuer's shares in the market, availability of funds, alternative uses of funds
and stock market and general economic conditions), the Reporting Persons (or
other entities that might be affiliated with them) may, from time to time,
purchase the Issuer's shares of Common Stock and may, from time to time, dispose
of all or a portion of such shares held by such persons, or cease buying or
selling such shares. Any additional purchases or sales of the Issuer's shares of
Common Stock may be in the open market or pursuant to privately-negotiated
transactions or otherwise.
Except as otherwise described in this Item 4, none of the Reporting
Persons have formulated any plans or proposals which relate to or would result
in any matter required to be disclosed in response to parts (a) through (j) of
Item 4.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
(a) As of the Effective Date (April 11, 2000), Anvil
beneficially owned 893,738 shares of the Issuer's
outstanding Common Stock, which constitutes 22% of the
Issuer's outstanding Common Stock. These amount include
immediately exercisable warrants to purchase 446,869
shares of Common Stock beneficially held by Anvil. By
virtue of the relationship described in Item 2 above,
Mr. Zucker may be deemed to have beneficial ownership
of the Issuer's shares owned by Anvil. Accordingly, at
the Effective Date, Mr. Zucker beneficially owned
1,780,468 of the Issuer's outstanding Common Stock,
which constitutes 39.5% of the Issuer's Common Stock.
These amounts include immediately exercisable warrants
to purchase 890,234 shares of Common Stock beneficially
held by Mr. Zucker.
(b) Anvil has the power to vote or direct the vote of,
and to dispose or direct the disposition of, all
893,738 shares of Common Stock beneficially owned by
it. Mr. Zucker has the power to vote or direct the
vote of, and to dispose or direct the disposition of,
all 1,780,468 shares of Common Stock beneficially
owned by him.
(c) All of the securities reported on in this Schedule
13D were acquired pursuant to or as contemplated in
the Plan of Reorganization. Also, as contemplated in
the Plan of Reorganization, immediately prior to the
Effective Date, Mr. Zucker exercised certain stock
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SCHEDULE 13D
options which resulted in the issuance to Mr. Zucker
of 84,130 shares of Issuer's Preferred Stock.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
As described in Item 2 above, as a result of Mr. Zucker's position as the
President of the General Partner, he may be deemed to have voting and
dispositive power over the Issuer's shares owned by Anvil.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Joint Filing Agreement
SIGNATURES
After reasonable inquiry and to the best of my or its knowledge and
belief, the undersigned certify that the information set forth in this Statement
is true, complete and correct.
Dated: May 1, 2000 /s/ Mark S. Zucker
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Mark S. Zucker
ANVIL INVESTMENT PARTNERS, L.P.
By: Anvil Investors, Inc., as General Partner
By: /s/ Mark S. Zucker
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Mark S. Zucker, President
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EXHIBIT 99(A)
SCHEDULE 13D
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule
13D/A with respect to the Common Stock of Casmyn Corp., dated May 1, 2000,
is, and any further amendments thereto signed by each of the undersigned
shall be, filed on behalf of each of the undersigned pursuant to and in
accordance with the provisions of Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934, as amended.
Dated: May 1, 2000 /s/ Mark S. Zucker
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Mark S. Zucker
ANVIL INVESTMENT PARTNERS, L.P.
By: Anvil Investors, Inc., as General Partner
By: /s/ Mark S. Zucker
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Mark S. Zucker, President
