UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
AMNEX, Inc.
(Name of Issuer)
Common Stock, $.001 Par Value
(Title of Class of Securities)
031674 203
(CUSIP Number)
Mr. Steven Porter
Rotterdam Ventures, Inc.
695 Rotterdam Industrial Park
Schenectady, New York 12306-1989
(518) 356-4445
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 4, 1998
(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 [ ]
*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).
K:\WPDOC\CORP\AMNEX\SECFILE\Gales13a3f.d98
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SCHEDULE 13D
CUSIP No. 031674 203 Page 2 of 9 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Francesco Galesi
Francesco Galesi 1998 Grantor Retained Annuity Trust
David Buicko, as trustee of the Francesco Galesi 1998 Grantor Retained
Annuity
Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS* PF, AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Francesco Galesi - Citizenship: United States
Francesco Galesi 1998 Grantor Retained Annuity Trust - Organization: New
York
David Buicko - Citizenship: United States
NUMBER OF SHARES 7 SOLE VOTING POWER
Francesco Galesi - 7,218,885
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
Francesco Galesi - 5,717,326
Francesco Galesi 1998 Grantor Retained Annuity Trust
- 5,717,326
David Buicko, as trustee of the Francesco Galesi 1998
Grantor Retained Annuity Trust - 5,717,326
EACH REPORTING 9 SOLE DISPOSITIVE POWER
Francesco Galesi - 7,218,885
PERSON WITH 10 SHARED DISPOSITIVE POWER
Francesco Galesi - 5,717,326
Francesco Galesi 1998 Grantor Retained Annuity Trust
- 5,717,326
David Buicko, as trustee of the Francesco Galesi 1998
Grantor Retained Annuity Trust - 5,717,326
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Francesco Galesi - 12,936,211
Francesco Galesi 1998 Grantor Retained Annuity Trust - 5,717,326
David Buicko, as trustee of the Francesco Galesi 1998 Grantor Retained
Annuity Trust - 5,717,326
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Francesco Galesi - 27.1%
Francesco Galesi 1998 Grantor Retained Annuity Trust - 12.5%
David Buicko, as trustee of the Francesco Galesi 1998 Grantor Retained
Annuity Trust - 12.5%
14 TYPE OF REPORTING PERSON* IN, OO
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Item 1. Security and Issuer
The Reporting Persons are making this statement in reference to shares of
common stock, par value $.001 per share (the "Common Stock"), of AMNEX, Inc., a
New York corporation (the "Company"). The address of the Company's principal
executive offices is 145 Huguenot Street, New Rochelle, New York 10801.
Item 2. Identity and Background
The Reporting Persons are making this statement pursuant to Rule 13d-1(a).
(a) Name: Francesco Galesi
Francesco Galesi 1998 Grantor Retained Annuity Trust (the "Grantor
Trust")
David Buicko, as trustee of the Grantor Trust
(b) Residence or business address:
Francesco Galesi:
River House
435 East 52d Street
New York, NY 10021
Grantor Trust:
c/o David Buicko
Rotterdam Ventures, Inc.
695 Rotterdam Industrial Park
Schenectady, New York 12306-1989
David Buicko, as trustee of the Grantor Trust:
Rotterdam Ventures, Inc.
695 Rotterdam Industrial Park
Schenectady, New York 12306-1989
(c) Mr. Galesi is employed as Chairman and President of Rotterdam Ventures,
Inc. ("Rotterdam"). Mr. Buicko is employed as Executive Vice President and Chief
Operating Officer of Rotterdam, located at:
Rotterdam Ventures, Inc.
695 Rotterdam Industrial Park
Schenectady, New York 12306-1989
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(d) None of the Reporting Persons has been convicted in a criminal
proceeding in the last five years.
(e) None of the Reporting Persons has been a party to a civil proceeding of
a judicial or administrative body during the last five years.
(f) Messrs. Galesi and Buicko are citizens of the United States. The
Grantor Trust was organized under the laws of the state of New York.
Item 3. Source and Amount of Funds or Other Consideration.
On May 12, 1998, Rotterdam, a corporation wholly-owned by Mr. Galesi,
loaned $750,000 to the Company. Rotterdam borrowed such amount from its
investment margin account for such purpose. On July 2, 1998, Mr. Galesi paid
$750,000 to Rotterdam, and the $750,000 note of the Company evidencing the
obligation (the "May Note") was assigned by Rotterdam to Mr. Galesi.
On July 2, 1998, Mr. Galesi made a loan of $750,000 to the Company and was
issued a note in the principal amount of $1,500,000 (the "July Note") evidencing
the Company's obligation to repay the $750,000 loan as well as the principal
amount due under the May Note (which was canceled). Mr. Galesi utilized a
personal line of credit to obtain the funds to make the loan.
On August 4, 1998, the principal amount of, and accrued interest on, the
July Note became convertible into shares of Common Stock of the Company at a
conversion price of $1.25 per share.
On August 14, 1998, Mr. Galesi acquired 1,211,400 shares of Common Stock of
the Company upon the conversion of the principal amount of, and accrued interest
on, the July Note.
Also on August 4, 1998, Rotterdam loaned $500,000 to the Company, and was
issued a note in the principal amount of $500,000 (the "August Note") evidencing
the Company's obligation to repay the $500,000 loan. Rotterdam borrowed such
amount from its investment margin account for such purpose.
On October 2, 1998, Rotterdam made an additional loan of $400,000 to the
Company and was issued a note in the principal amount of $900,000 (the "October
Note") evidencing the Company's obligation to repay the $400,000 as well as the
principal amount due under the August Note (which was canceled). Rotterdam used
working capital to fund the loan.
On November 16, 1998, the principal amount of, and accrued interest on, the
October Note became convertible into shares of Common Stock of the Company at a
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conversion price of $0.656 per share (the principal amount of the October Note
being convertible into 1,371,951 shares of Common Stock of the Company.).
The following is a summary of purchases of Common Stock made by Mr. Galesi
since August 14, 1998:
Number of Shares of Approximate
Date of Purchase Type of Purchase Common Stock Price Per Share
August 14, 1998 Open Market 100,000 $0.86
September 2, 1998 Open Market 50,000 $0.80
September 14, 1998 Open Market 20,000 $0.70
September 21, 1998 Open Market 295,000 $0.49
October 27, 1998 Open Market 100,000 $0.53
Mr. Galesi used sums from his personal line of credit to fund these open
market purchases of Common Stock.
Item 4. Purpose of Transaction.
Mr. Galesi acquired the shares of Common Stock of the Company reported
herein to increase his equity position in the Company.
Subject to and depending upon availability at prices deemed favorable by
him, he may purchase additional shares of Common Stock from time to time in the
open market, in privately negotiated transactions with third parties, or
otherwise.
Mr. Galesi intends to closely monitor developments at and pertaining to the
Company. Mr. Galesi is currently a director of the Company (one of six
directors) and, accordingly, is in a position, consistent with his statutory
obligations and authorities as a director, to influence Company policies.
Depending upon prevailing conditions and his evaluation of the factors
described above, Mr. Galesi also may determine to dispose of shares of Common
Stock held by him in the open market, in privately negotiated transactions with
third parties, or otherwise.
Except as set forth above, Mr. Galesi has no present plans or intentions
which would result in or relate to any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
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Item 5. Interest in Securities of the Issuer.
(a) Mr. Galesi holds 12,936,211 shares of Common Stock (including 2,250,000
shares of Common Stock issuable upon the exercise of warrants and 1,371,951
shares of Common Stock issuable upon the conversion of the October Note,
exclusive of shares issuable upon the conversion of accrued interest thereon),
which represent 27.1% of the total shares of Common Stock outstanding as of
September 30, 1998. The Grantor Trust and David Buicko, as trustee of the
Grantor Trust, hold 5,717,326 shares of Common Stock (including 1,500,000 shares
of Common Stock issuable upon the exercise of warrants), which represent 12.5%
of the total shares of Common Stock outstanding as of September 30, 1998.
The percentage for Mr. Galesi was calculated using as the denominator the
sum of (i) the 2,250,000 shares of Common Stock issuable upon exercise of the
warrants, (ii) the 1,371,951 shares of Common Stock issuable upon the conversion
of the principal amount of the October Note and (iii) the 44,128,124 outstanding
shares of Common Stock as of September 30, 1998, based upon the Quarterly Report
on Form 10-Q filed by the Company for the period ended September 30, 1998.
The percentages for the Grantor Trust and Mr. Buicko, as trustee of the
Grantor Trust, were calculated using as the denominator the sum of (i) the
1,500,000 shares of Common Stock issuable upon exercise of the warrants and (ii)
the 44,128,124 outstanding shares of Common Stock as of September 30, 1998,
based upon the Quarterly Report on Form 10-Q filed by the Company for the period
ended September 30, 1998.
(b) On February 5, 1998, Mr. Galesi contributed 4,217,326 shares of Common
Stock and a warrant for the purchase of 1,500,000 shares of Common Stock to the
Grantor Trust. Mr. Galesi does not have voting or dispositive power over the
securities held by the Grantor Trust. However, based upon his ability to
substitute other assets of equal value for the securities held by the Grantor
Trust, Mr. Galesi is considered a beneficial owner of such securities (including
the shares of Common Stock issuable upon exercise of the warrant) and is deemed
to retain a shared power to vote and dispose of the 5,717,326 shares of Common
Stock beneficially owned by the Grantor Trust. This Schedule 13D shall not be
construed as an admission that Mr. Galesi is a beneficial owner of the
securities held by the Grantor Trust.
Mr. Buicko serves as trustee of the Grantor Trust. In such capacity, Mr.
Buicko has the power to vote and dispose of the 5,717,326 shares of Common Stock
beneficially owned by the Grantor Trust.
Mr. Galesi has the sole power to vote and dispose of the remaining
7,218,885 shares of the Common Stock beneficially owned by him, except that
97,500 of such shares of Common Stock are held by Rotterdam, a corporation
wholly-owned by him.
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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Reference is made to Item 5(b) hereof.
In addition, an irrevocable trust (the "Irrevocable Trust") created by Mr.
Galesi holds a warrant for the purchase of 500,000 shares of Common Stock of the
Company. Mr. Buicko is the trustee of the Irrevocable Trust and the
beneficiaries are members of Mr. Galesi's immediate family. Mr. Galesi does not
have any voting or dispositive power with respect to the shares of Common Stock
underlying the warrant held by the Irrevocable Trust. However, based upon his
ability to substitute other assets of equal value for the warrant held by the
Irrevocable Trust, effective April 4, 1999 (60 days prior to the date the
warrant becomes exercisable), Mr. Galesi will be considered a beneficial owner
of the shares underlying the warrant. This Schedule 13D shall not be construed
as an admission that Mr. Galesi is or will be a beneficial owner of the shares
underlying the warrant held by the Irrevocable Trust.
Item 7. Material to be Filed as Exhibits.
None.
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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.
Date: January 19, 1999 /s/ Francesco Galesi
-----------------------------------
Francesco Galesi
Francesco Galesi 1998 Grantor
Retained Annuity Trust
By:/s/ David Buicko
-----------------------------------
David Buicko, Trustee
/s/ David Buicko
-----------------------------------
David Buicko, as trustee of the
Grantor Trust
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