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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. 1)*
ASTREX, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
046357208
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(CUSIP Number)
Eben P. Perison, Libra Investments, Inc.
11766 Wilshire Boulevard, Suite 870, Los Angeles, CA 90025
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
12/12/97
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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 / /.
Check the following box if a fee is being paid with this statement / /. (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 filed
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).
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SCHEDULE 13D
CUSIP No. 046357208 Page 2 of 9 Pages
--------- --- ---
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Libra-Wilshire Partners, L.P.
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
Not Applicable
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
California limited partnership
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Number of Shares (7) Sole Voting
Beneficially Owned Power -0-
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power -0-
--------------------------------------------------
(9) Sole Dispositive
Power -0-
--------------------------------------------------
(10) Shared Dispositive
Power -0-
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
-0-
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
PN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 046357208 Page 3 of 9 Pages
--------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Libra Investments, Inc.
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
Not Applicable
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
California corporation
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power -0-
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power -0-
--------------------------------------------------
(9) Sole Dispositive
Power -0-
--------------------------------------------------
(10) Shared Dispositive
Power -0-
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
-0-
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
CO, BD
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*SEE INSTRUCTION BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 046357208 Page 4 of 9 Pages
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- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Jess M. Ravich
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
Not Applicable
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
United States
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power -0-
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power -0-
--------------------------------------------------
(9) Sole Dispositive
Power -0-
--------------------------------------------------
(10) Shared Dispositive
Power -0-
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
-0-
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 046357208 Page 5 of 9 Pages
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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, Executive Vice
President, Chief Financial Officer and Treasurer; and Robert G.
Morrish, Executive 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
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CUSIP No. 046357208 Page 6 of 9 Pages
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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.
Not Applicable
Item 4. Purpose of the Transaction.
This Amendment No. 1 to Schedule 13D is filed solely to reflect the
sale of all shares of the Common Stock of the Company held by the
Reporting Persons to the Company at a sales price of $0.29 per
share in a privately negotiated transaction.
Item 5. Interest in Securities of the Issuer.
(a) No shares of the Company's Common Stock are presently held by
Libra-Wilshire, Libra or Ravich.
(b) No shares of the Company's Common Stock are presently held by
Libra-Wilshire, Libra or Ravich.
(c) Libra-Wilshire sold 10,000 shares of Common Stock of the
Company in the open market at $0.375 per share on November 24,
1997. Except for this transaction, 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) December 12, 1997
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.
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CUSIP No. 046357208 Page 7 of 9 Pages
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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.
December 16, 1997 LIBRA-WILSHIRE PARTNERS, L.P.
BY: LIBRA INVESTMENTS, INC., GENERAL PARTNER
By: \s\ JESS M. RAVICH
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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
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Page 8 of 9 Pages
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EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NUMBER
- ------- ----------- -----------
1.1 Agreement of Reporting Persons regarding a joint 9
Schedule 13D (and such amendments as may become
necessary) with respect to the Common Stock of Astrex,
Inc. dated as of March 20, 1996
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Page 9 of 9 Pages
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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
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Title: President
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LIBRA INVESTMENTS, INC.
By: \s\ JESS M. RAVICH
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Title: President
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\s\ JESS M. RAVICH
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JESS M. RAVICH
