SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)(1)
VTX ELECTRONICS CORP.
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(Name of issuer)
COMMON STOCK, $.10 PAR VALUE
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(Title of class of securities)
918388109
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(CUSIP number)
STEVEN WOLOSKY, ESQUIRE
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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(Name, address and telephone number of person
authorized to receive notices and communications)
March 31, 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
/ /.
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 7 Pages)
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(1) 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 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).
<PAGE>
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CUSIP No. 918388109 13D Page 2 of 7 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
STEEL PARTNERS II, 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*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 500,000(2)
OWNED BY
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER
500,000(2)
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
500,000(2)
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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)
3.8%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(2) Relates to certain warrants which are exercisable within sixty days of
the date hereof to purchase 500,000 shares of Common Stock of the Issuer.
<PAGE>
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CUSIP No. 918388109 13D Page 3 of 7 Pages
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================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WARREN LICHTENSTEIN
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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*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 500,000(3)
OWNED BY
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
- 0 -
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9 SOLE DISPOSITIVE POWER
500,000(3)
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10 SHARED DISPOSITIVE POWER
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
500,000(3)
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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)
3.8%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(3) Relates to certain warrants which are exercisable within sixty days of
the date hereof to purchase 500,000 shares of Common Stock of the Issuer.
<PAGE>
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CUSIP No. 918388109 13D Page 4 of 7 Pages
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This constitutes Amendment No. 2 ("Amendment No. 2") to Schedule 13D
filed by the undersigned on or about April 15, 1996 (the "Schedule 13D"). Except
as specifically amended by this Amendment No. 2, the Schedule 13D, as amended,
remains in full force and effect. This Amendment No. 2 is being filed by the
Reporting Persons, to report, among other things, the termination by Quota Fund
N.V. ("Quota") as of March 31, 1997 of its investment advisory contract (the
"Services Contract") between Steel Partners Services, Ltd. ("Services") and
Quota. As a result of the termination of the Services Contract, Services no
longer has voting or dispositive power over the derivative securities
convertible or exercisable into 1,000,000 Shares held for the account of Quota.
Defined terms shall have the meaning specified in the Schedule 13D, except as
otherwise provided herein.
Item 2 is amended to read in its entirety as follows:
Item 2. Identity and Background.
(a) This Statement is filed by Steel Partners II, L.P., a Delaware
limited partnership ("Steel Partners II"), and Warren G. Lichtenstein. Steel
Partners, L.L.C., a Delaware limited liability company ("Partners LLC"), is the
general partner of Steel Partners II. The sole executive officer and managing
member of Partners LLC is Warren Lichtenstein, Chairman of the Board, Chief
Executive Officer and Secretary. The sole executive officer, director and
stockholder of Services is Warren Lichtenstein who is Chairman of the Board,
Chief Executive Officer and Secretary. Each of the foregoing are referred to as
a "Reporting Person" and collectively as the "Reporting Persons". By virtue of
his position with Steel Partners II and Services, Mr. Lichtenstein has the power
to vote and dispose of the Issuer's Shares owned by Steel Partners II and
Services, respectively. Accordingly, the Reporting Persons are hereby filing a
joint Schedule 13D.
(b) The principal business address of each Reporting Person is 750
Lexington Avenue, 27th Floor, New York, New York 10022.
(c) The principal business of Steel Partners II is investing in the
securities of microcap companies. The principal occupation of Mr. Lichtenstein
is investing in securities of microcap companies. The principal business of
Services is providing management and advisory services.
(d) No Reporting Person has, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person has, during the last five years, been party to
a civil proceeding of a judicial or administrative
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CUSIP No. 918388109 13D Page 5 of 7 Pages
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body of competent jurisdiction and as a result of such proceeding was or is
subject 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.
(f) Mr. Lichtenstein is a citizen of the United States of America.
Item 5(a) is amended as follows:
Item 5. Interest in Securities of the Issuer.
(a) The aggregate percentage of Shares reported owned by each person
named herein is based upon 12,652,000 Shares of Common Stock outstanding, which
is the total number of Shares of Common Stock outstanding as reported in the
Issuer's Quarterly Report on Form 10-Q for the period ended December 31, 1996,
plus such number of shares of Common Stock not presently outstanding subject to
issuance upon exercise or conversion with 60 days of the Securities owned by
each such Reporting Person.
As of the close of business on April 1, 1997:
Based on the beneficial ownership by Steel Partners II of the
Securities described herein, Steel Partners II beneficially owns 500,000 Shares,
constituting approximately 3.8% of the Common Stock outstanding. Mr.
Lichtenstein may be deemed to beneficially own 500,000 Shares, representing
approximately 3.8% of the Common Stock outstanding, by virtue of this authority
to vote, to the extent such securities have voting rights, and dispose of the
500,000 Shares beneficially owned by Steel Partners II.
Shares issuable upon exercise of the B-2 Warrants and the March
Warrants and certain warrants issued in June 1996 are not reported herein as
being beneficially owned by the Reporting Person because such warrants are not
exercisable within 60 days.
Item 5(c) is amended by adding the following:
Effective March 31, 1997, as a result of the termination of the
Services Contract, Soros Fund Management LLC, a Delaware limited liability
company, currently exercises investment discretion over the derivative
securities convertible or exercisable into 1,000,000 Shares, consisting of (i)
1,250 shares of Preferred Stock that are convertible into 500,000 Shares and
(ii) B-1 Warrants to purchase 500,000 Shares, previously managed by Services for
the benefit of Quota pursuant to the Services Contract. Other than as set forth
above, no Reporting Person has engaged in transactions in the Issuer's Common
Stock within the past sixty days.
<PAGE>
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CUSIP No. 918388109 13D Page 6 of 7 Pages
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Item 5(e) is amended by adding the following:
As a result of this termination, as of March 31, 1997 Steel Partners
and Warren Lichtenstein are no longer deemed to own five percent or more of the
Issuer's Common Stock and are no longer deemed to be Reporting Persons.
<PAGE>
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CUSIP No. 918388109 13D Page 7 of 7 Pages
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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.
Dated: April 3, 1997
STEEL PARTNERS II, L.P.,
By: STEEL PARTNERS, L.L.C.
general partner
By: /s/ Warren Lichtenstein
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Warren Lichtenstein,
Chairman of the Board
/s/ Warren Lichtenstein
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Warren Lichtenstein
