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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__ )
AMNEX, INC.
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(Name of Issuer)
Common Stock, $.001 Par Value
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(Title of class of securities)
Cusip no.: 031674 20 3
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(CUSIP number)
Diane Stolbach, Esq.
675 Morris Avenue
Springfield, New Jersey 08081
(201) 258-0140
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(Name, address and telephone number of person
authorized to receive notices and communications)
November 20, 1996
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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 _____ Pages)
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CUSIP No. 031674 20 3 Page _____ of _____ Pages
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
Brian E. King ###-##-####
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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 PROCEEDING IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) _____
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Citizenship -- United States
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NUMBER OF 7. SOLE VOTING POWER
SHARES OWNED
BY EACH 1,682,989
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REPORTING 8. SHARED VOTING POWER
PERSON WITH
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9. SOLE DISPOSITIVE POWER
1,682,989
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10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,682,989
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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)
6.8%
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14. TYPE OF REPORTING PERSON
IN
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ITEM 1. SECURITY AND ISSUER
The Statement refers to the shares of common stock, par value $0.001 per
share (the "Common Stock") of AMNEX, Inc., a New York corporation (the
"Company"). The address of the Company's principal executive office is 101 Park
Avenue, New York, New York 10178.
ITEM 2. IDENTITY AND BACKGROUND
This filing is made pursuant to Rule 13d-1(a) on behalf of Mr. Brian E.
King.
(a) Brian E. King
(b) c/o Diane Stolbach, Esq.
675 Morris Avenue
Springfield, New Jersey 07081
(c) Brian E. King is employed as the Chief Executive Officer of Keystone
Corporation. Keystone Corporation has an address of 675 Morris Avenue,
Springfield, New Jersey 07081. Keystone Corporation is engaged in the
resale of operated assisted telecommunications services.
(d) Brian E. King has not been convicted in a criminal proceeding in the last
five years.
(e) Brian E. King has not been a party to a civil proceeding of a judicial or
administrative body during the last five years.
(f) Brian E. King is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On November 8, 1996, the Company and Crescent Public Communications, Inc.,
its wholly owned subsidiary (the "Buyers"), entered into an Asset Purchase
Agreement (the "Agreement") with Garden State Telephone Installation & Service
Co., Inc. ("Garden State"), Coastal Telecom Payphone Company, Inc. ("Coastal"),
BekTel, Inc. ("BekTel"), and Brian E. King (collectively Garden State, Coastal,
BekTel and Brian King are referred to as the "Sellers"). The Agreement provided
for the sale of certain assets of the Sellers to the Buyers for an aggregate
purchase price of $10,000,000. The purchase price consisted of a $2,500,000 cash
payment and the issuance of shares of the Company's common stock to the Sellers
or their designees as follows: (1) 2,153,846 shares of
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the Company's common stock on the closing date and (2) 184,615 shares (the
"Holdback Shares") within approximately 120 days of the closing date. In
addition, the Agreement provided for the issuance of an additional 153,846
shares of the Company's common stock to the Sellers in exchange for the Sellers'
execution of certain noncompetition and non-hire agreements (the "Noncompetition
Shares").
Brian King owns all of the issued and outstanding stock of Coastal, BekTel
and Garden State, the corporations included in the group of Sellers. After
making closing adjustments and deductions for payment of liabilities, the total
number of shares to be issued as of the closing date was 2,098,373. An
additional 184,615 shares were the subject of a hold-back and will be issued
approximately 120 days from the closing date. Sellers designated Brian King as
the recipient of 1,682,989 shares. The balance of the shares were designated to
third parties who are not affiliates of Brian King to cover certain liabilities
of the Sellers. The 1,682,989 shares issued to Brian King at the closing on
November 20, 1996 included the Noncompetition Shares described above. In
addition, Brian King anticipates receiving the Holdback Shares (described above)
on or about March 31, 1997.
Brian King is the sole owner of National Telecom USA, Inc. ("National").
National and the Company are parties to a certain Prime COCOT Aggregator
Agreement dated as of November 24, 1993 (the "COCOT Agreement"). Pursuant to a
Renewal and Modification Agreement dated as of February 28, 1997 between
National and the Company, the COCOT Agreement was renewed for a period of ten
years. Pursuant to the Renewal and Modification Agreement, the Company is
obligated to issue and deliver to National or Brian King as its sole
shareholder, or their designees, not more than 346,154 shares on or before March
31, 1997 or $1,125,000, whichever National elects.
ITEM 4. PURPOSE OF TRANSACTION
Purchase of assets of Sellers by the Company (See Item 3)
ITEM 5. INTEREST IN SECURITIES
(a) The 1,682,989 shares of the Company's common stock held by Brian E. King
represented 6.8% of the outstanding shares of the Company's common stock as
of September 30, 1996. This percentage of outstanding shares of the Company
was calculated using a total of 24,660,000 shares of the Company's common
stock, based upon the Quarterly Report filed by the Company for the quarter
ended September 30, 1996.
(b) Brian E. King has the sole power to vote and the sole power to dispose of
the 1,682,989 shares of the Company's common stock owned of record by him.
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(c) On March 13, 1997, Brian King purchased an additional 20,000 shares of the
Company's common stock in the open market.
(d) Not Applicable
(e) Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
None
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
None
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.
March 14, 1997
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(Date)
/s/ BRIAN E. KING
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Brian E. King
