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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.)*
ASTREX, INC.
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
COMMON STOCK
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
046357208
- --------------------------------------------------------------------------------
(CUSIP NUMBER)
ROBERT G. MORRISH, LIBRA INVESTMENTS, INC.
11766 WILSHIRE BOULEVARD, SUITE 870, LOS ANGELES, CA 90025
- --------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS)
12/29/92
- --------------------------------------------------------------------------------
(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(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [X]. (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 file 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).
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 046357208 SCHEDULE 13D PAGE 2 OF 8 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LIBRA-WILSHIRE PARTNERS, L.P.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
PF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
California limited partnership
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 923,586
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 923,586
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
923,586
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
18.14%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP NO. 046357208 SCHEDULE 13D PAGE 3 OF 8 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LIBRA-WILSHIRE PARTNERS, L.P.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
PF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
California corporation
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 923,586
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 923,586
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
923,586
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
18.14%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO,BD
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP NO. 046357208 SCHEDULE 13D PAGE 4 OF 8 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JESS M. RAVICH
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
PF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 923,586
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 923,586
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
923,586
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
18.14%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 046357208 Page 5 of 8 Pages
Item 1. Security and Issuer.
Common Stock, $.01 par value per share, of Astrex, Inc., 205
Express Street, Plainview, New York 11803 (the "Company" or the
"Issuer").
Item 2. Identity and Background.
(a) This statement is filed on behalf of Libra-Wilshire Partners,
L.P., a California limited Partnership ("Libra-Wilshire"),
Libra Investments, Inc., a California corporation and general
partner of Libra-Wilshire ("Libra"), and Jess M. Ravich,
Chairman of the Board, Chief Executive Officer and controlling
shareholder of Libra ("Ravich") (Libra-Wilshire, Libra and
Ravich are referred to herein collectively as the "Reporting
Persons" and individually as a "Reporting Person").
The officers of Libra are as follows: Jess M. Ravich,
Chairman of the Board and Chief Executive Officer; James B.
Upchurch, President and Chief Operating Officer; Charles A.
Yamarone, Executive Vice President; Charles A. Thurnher,
Senior Vice President, Chief Financial Officer and Treasurer;
and Robert G. Morrish, Senior Vice President and Secretary.
The directors of Libra are as follows: Messrs. Ravich and
Upchurch and Tia Ravich. (Such officers and directors are
collectively referred to as the "Officers and Directors.")
(b) All Reporting Persons
All Officers and Directors
c/o Libra Investments, Inc.
11766 Wilshire Boulevard, Suite 870
Los Angeles, California 90025
(c) The principal business of Libra-Wilshire is investing in
securities. The principal business of Libra is acting as a
broker/dealer of securities. The principal occupation of
Ravich and the other Officers and Directors is to serve in
such capacities with Libra.
(d) During the last five years, neither the Reporting Persons
nor, to the knowledge of Libra, the Officers and Directors,
have been convicted in a criminal proceeding.
(e) During the last five years, neither the Reporting Persons
nor, to the knowledge of Libra, the Officers and Directors,
have been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which such Reporting Persons or Officers or Directors were or
are subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
<PAGE>
CUSIP No. 046357208 Page 6 of 8 Pages
subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Ravich and the other Officers and Directors are citizens of
the U.S.A.
Item 3. Source and Amount of Funds or Other Consideration.
The shares of Common Stock that are the subject of this filing
(the "Shares") were acquired by Libra-Wilshire on December 29,
1992 pursuant to the Company's Second Amended Joint Plan of
Reorganization (the "Plan") filed in connection with the
Company's reorganization under Chapter 11 of the United States
Bankruptcy Code. Pursuant to the Plan, Libra-Wilshire's holdings
of $2,250,000 principal amount of 9.5% Convertible Subordinated
Debentures due September 1, 2000 of Astrex, Inc., a predecessor
to Astrex (the "Notes"), and its claim for accrued interest with
respect thereto, were canceled. In exchange, Libra-Wilshire was
issued the Shares.
Libra-Wilshire purchased the Notes that were canceled pursuant to
the Plan from Libra on September 18, 1992 for a purchase price of
$225,000. Libra purchased the Notes from a third party on July
7, 1992 for a purchase price of $225,000. Libra-Wilshire and
Libra used personal funds for their purchases.
Item 4. Purpose of the Transaction.
Libra and Libra-Wilshire purchased the Notes which were
subsequently exchanged for the Shares, and Libra-Wilshire now
holds the Shares, solely for investment purposes, and without any
intent, purpose or effect of changing or influencing control of
the Company or its predecessor.
No Reporting Person has any present plans or proposals which
relate to or would result in any of the following (although the
right to develop such plans or proposals is reserved): (I) the
acquisition of additional securities of the Issuer, or the
disposition of securities of the Issuer; (ii) an extraordinary
corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries;
(iii) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries; (iv) any change in the present
Board of Directors or management of the Issuer, including any
plans or proposals to change the number or term of directors or
to fill any existing vacancies on the Issuer's present Board of
Directors; (v) any material change in the present capitalization
or dividend policy of the Issuer; (vi) any other material change
in the Issuer's charter or by-laws or other actions which may
impede the acquisition of control of the Issuer by any person;
(vii) causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered
national securities association; (viii) a class of equity
securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of
<PAGE>
CUSIP No. 046357208 Page 7 of 8 Pages
1934, as amended (the "Exchange Act"); or (ix)
any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) Libra-Wilshire beneficially owns 923,586 shares of the
Company's Common Stock, or 18.14%. Libra as general partner
of Libra-Wilshire, and Ravich, as controlling shareholder and
Chairman and Chief Executive Officer of Libra, may each be
deemed to beneficially own 923,586 shares of the Company's
Common Stock, or 18.14%.
(b) Libra has sole voting and investment power over the shares of
Common Stock currently held by it. Libra, as the sole general
partner of Libra-Wilshire, has discretionary authority and
control over the assets of Libra-Wilshire pursuant to the
limited partnership agreement of Libra-Wilshire including the
power to vote and dispose of the Shares. Ravich, as the
controlling shareholder and Chairman and Chief Executive
Officer of Libra, may be deemed to have the power to vote and
dispose of the Shares by virtue of his relationships with
Libra as shareholder and Chief Executive Officer.
(c) None of the Reporting Persons and, to the knowledge of Libra,
none of the Officers and Directors, has had any transaction in
the Common Stock of the Company within the last 60 days.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
There are no contracts, understanding or relationships (legal or
otherwise) among or between any Reporting Person or, to the best
of their knowledge, their respective officers, directors or
general partners or between or among any of such persons and with
respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit 1.1 Agreement of Reporting Persons regarding a joint
Schedule 13D (and such amendments as may become necessary) with
respect to the Common Stock of Astrex, Inc. dated as of March 20,
1996.
<PAGE>
CUSIP No. 046357208 Page 8 of 8 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
LIBRA-WILSHIRE PARTNERS, L.P.
March 20, 1996 BY: LIBRA INVESTMENTS, INC., GENERAL PARTNER
By: /s/ JESS M. RAVICH
--------------------
Jess M. Ravich, Chairman of the
Board and Chief Executive Officer
LIBRA INVESTMENTS, INC.
By: /s/ JESS M. RAVICH
--------------------
Jess M. Ravich, Chairman of the
Board and Chief Executive Officer
/s/ JESS M. RAVICH
--------------------
JESS M. RAVICH
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NUMBER
- ------ ----------- -----------
<S> <C> <C>
1.1 Agreement of Reporting Persons 10
regarding a joint Schedule 13D
(and such amendments as may become
necessary) with respect to the
Common Stock of Astrex, Inc. dated
as of March 20, 1996
</TABLE>
<PAGE>
EXHIBIT 1
AGREEMENT
WHEREAS, Libra-Wilshire Partners, L.P. ("Libra-Wilshire"), Libra
Investments, Inc. ("Libra") and Jess M. Ravich ("Ravich" and with Libra-Wilshire
and Libra, the "Reporting Persons"), individually or collectively, may be deemed
to be a beneficial owner within the meaning of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), for purposes of Section 13(d) of the
Exchange Act of the Common Stock, $0.01 par value per share, of Astrex, Inc., a
Delaware corporation; and
WHEREAS, the Reporting Persons desire to satisfy any filing obligation
each may have under Section 13(d) of the Exchange Act by filing a single
Schedule 13D pursuant to such Section with respect to each class of securities;
NOW THEREFORE, the Reporting Persons agree to file a Schedule 13D
under the Exchange Act relating to the Common Stock of Astrex, Inc. and agree
further to file any such amendments thereto as may become necessary unless and
until such time as one of the parties shall give written notice to the other
parties of this Agreement that it wishes to file a separate Schedule 13D
relating to the Common Stock of Astrex, Inc. provided that each person on whose
behalf the Schedule 13D or any amendments is filed is responsible for the timely
filing of such Schedule 13D and any amendments thereto necessitated by the
actions or intentions of such person and for the completeness and accuracy of
the information pertaining to it and its actions and intentions.
The Agreement may be executed in two or more counterparts, each of
which shall constitute but one instrument.
Dated as of March 20, 1996. LIBRA-WILSHIRE PARTNER, L.P.
BY: LIBRA INVESTMENTS, INC., ITS GENERAL PARTNER
By: /s/ JESS M. RAVICH
--------------------
Title: President
----------------
LIBRA INVESTMENTS, INC.
By: /s/ JESS M. RAVICH
---------------------
Title: President
------------------
/s/ JESS M. RAVICH
-------------------
JESS M. RAVICH
