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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145
Washington D.C. 20549 Expires: October 31, 1994
Estimated average burden
hours perform........14.90
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
ADVANCED MATERIALS GROUP, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
COMMISSION FILE NO. 0-16401
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(CUSIP Number)
Richard H. Pickup, c/o Wedbush Morgan Securities, Inc.,
610 Newport Center Drive., Suite 1300, Newport Beach, California 92660
(949) 759-1311
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 27, 1998
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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 the 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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AMENDMENT NO 1. TO SCHEDULE 13D
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CUSIP No. 0-16401 PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dito Caree LP, a Nevada limited partnership (Tax I.D. No. 88-0302506)
Dito Devcar LP, a Nevada limited partnership (Tax I.D. No. 88-0294387)
Richard H. Pickup, an individual (Social Security No. ###-##-####)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF and WC
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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 OF ORGANIZATION
Dito Caree LP and Dito Devcar LP are limited partnerships organized under
and pursuant to the laws of the State of Nevada. Richard H. Pickup is an
individual maintaining his residence in the State of California and is a
citizen of the U.S.
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7 SOLE VOTING POWER
Dito Caree LP 900,000
Dito Devcar LP 200,000
Richard H. Pickup 0
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
EACH ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH Dito Caree LP 900,000
Dito Devcar LP 200,000
Richard H. Pickup 0
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Dito Caree LP -- 900,000
Dito Devcar LP -- 200,000
Richard H. Pickup -- 0
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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
Dito Caree LP -- 10.28%
Dito Devcar LP -- 2.28%
Richard H. Pickup -- 0%
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14 TYPE OF REPORTING PERSON*
Dito Caree LP -- PN
Dito Devcar LP -- PN
Richard H. Pickup -- IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
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ITEM 1. SECURITY AND ISSUER
This Amendment relates to shares of Common Stock ("Shares") of Advanced
Material Group, Inc., a Nevada corporation ("AMG") whose executive offices are
located at 20211 South Susana Road, Rancho Dominguez, California 90221. Shares
of AMG are traded on the NASDAQ over the counter National Market System under
the trading symbol of ADMG.
ITEM 2. IDENTITY AND BACKGROUND
This Amendment is an amendment to a Schedule 13D dated August 17, 1997
("Schedule 13D") heretofore filed by Dito Caree LP, a Nevada limited
partnership ("Caree") and Richard H. Pickup, an individual ("Mr. Pickup"). The
filing of this Amendment is by reason of the acquisition of Shares of AMG by
Dito Devcar LP, a Nevada limited partnership ( "Devcar"), which entity is
indirectly controlled by Mr. Pickup. As has been acknowledged in the Schedule
13D, Mr. Pickup controls Caree and, by reason of his control of Caree, it is
acknowledged that Mr. Pickup is an affiliate of Caree, and Caree's holding of
Shares. As is set forth hereinbelow, it is further acknowledged that Mr. Pickup
also controls Devcar and, by reason of his control of both Caree and Devcar, it
is acknowledged that Mr. Pickup and those entities are affiliates and,
therefore, Caree, Devcar and Mr. Pickup are acknowledged to be a "group"
concerning the acquisition and holding of Shares, although no formal
arrangement, agreement or understanding has been entered into between Mr.
Pickup and/or Caree and/or Devcar (nor any other individual or entity)
concerning the Shares.
As noted above, the filing of this Amendment is to disclose the
acquisition on or about July 27, 1998 of 200,000 shares by Devcar. As was
disclosed in the Schedule 13D, 900,000 Shares were in the process of being
acquired by Caree, Caree did acquire those Shares, and Caree is still the owner
of those Shares. No additional Shares have been subsequently acquired by Caree
or Mr. Pickup, or any other affiliated entity, excepting for the acquisition of
200,000 Shares by Devcar as disclosed hereinbelow. The 200,000 Shares acquired
by Devcar were acquired in an open market transaction at $2.00 per Share, and
said 200,000 Shares, when considered with the 900,000 Shares currently held by
Caree, results in 1,100,000 Shares being held by all members of the group.
This Amendment is being filed by the following individuals and entities:
(a) Dito Devcar LP, a Nevada Limited partnership ("Devcar"). This entity
maintains its offices and does transact business within the State of Nevada at
3753 Howard Hughes Parkway, Suite 200, Las Vegas, Nevada 89109. The General
Partner of Devcar is Gamebusters, Inc., a Nevada corporation, whose business
address is 3753 Howard Hughes Parkway, Suite 200, Las Vegas, Nevada 89109, with
the officers being David B. Hehn, as President, Secretary and Treasurer, and the
Directors of Gamebusters, Inc. being David B. Hehn and Mr. Pickup. The limited
partners of Devcar are charitable trusts of which Mr. Pickup is the Trustee,
and, therefore, this entity is deemed controlled by Mr. Pickup.
(b) Richard H. Pickup, an individual ("Mr. Pickup"), is that individual as
identified in the Schedule 13D. Mr. Pickup beneficially owns no AMG Shares.
Although Mr. Pickup does not own, and it is not anticipated he shall of record
beneficially own, any AMG Shares, he is deemed to control Caree and Devcar.
(c) Dito Caree LP, a Nevada limited partnership ("Caree"), is that entity
as identified in the Schedule 13D. This entity currently owns 900,000 Shares.
Caree also owns and holds those warrants as specified in the Schedule 13D. The
identity and address of Caree is as specified in the Schedule 13D.
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Over the past five years, none of the filing persons, or any of the
entities identified hereinabove, including any officer or director of any
corporation, identified herein, have (1) been convicted in a criminal
proceeding, or (2) been a party to a civil proceeding of a judicial or
administrative body which resulted in a judgment, decree or final order
enjoining future violations of or prohibitions or mandating activity subject to
federal or state securities laws or finding any violations with respect to such
laws.
Although Mr. Pickup is the controlling person of Caree and Devcar, and it
is acknowledged that he exercises sufficient control in order to consider both
Caree and Devcar to be treated with Mr. Pickup as a "group," there exists no
agreements or understandings, either in writing or orally, between Mr. Pickup
and/or Caree and/or Devcar concerning their Shares, nor the holding, voting or
acquisition or disposition of any Shares of AMG. Further, each of the reporting
persons or entities herein disavows any existence as a group with any other
party identified in Item 3 of the Schedule 13D, and no additional agreements or
understandings have been entered into subject to the filing of the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The transaction giving rise to this Amendment involves the acquisition of
200,000 Shares of AMG by Devcar on or about July 27, 1998 in an open market
purchase transaction. Said Shares were purchased by cash from the capital funds
of Caree, and no portion of those funds were borrowed in connection with the
acquisition of the Shares. All Shares were acquired in open market trade
transactions.
ITEM 4. PURPOSE OF TRANSACTION
The acquisition of Shares by Caree, as has been the case with the
acquisition and holding of Shares by each of the filing persons, has been for
investment purposes only, and no agreement, formal or informal, written or
oral, has been entered into by and between any of the filing persons concerning
the formation of any group nor taking any form of action concerning the Shares.
Certain representatives of Caree and Devcar, together with Mr. Pickup, have
made inquiries of certain management personnel of AMG concerning business
operations of AMG, however, no form of proposal, understanding or any other
form of arrangements have been made, proposed or discussed during those
conversations. Further, Mr. Timothy R. Busch, the current Chairman of the Board
of Directors of AMG, has acted in certain matters as attorney and advisor for
Mr. Pickup, however, no understandings or arrangements have been made or
entered into between Mr. Pickup or Mr. Busch concerning AMG or the Shares.
None of the filing persons has entered into any commitment, understanding
or binding obligation with one or more of the filing persons or any third
persons concerning the acquisition and disposition of Shares. Rights of the
filing persons shall include the making of further acquisitions of Shares from
one or more sellers, either through open market purchases or in privately
negotiated transactions, and in disposing of all or any portion of the Shares
of AMG common stock held by all or any of the filing persons to one or more
purchasers, either through open market or in privately negotiated transactions.
None of the filing persons, including Mr. Pickup, has any present plans in
connection with any of the foregoing actions, nor any of those actions
specified hereinbelow, however none of the foregoing or following actions by
any of the filing persons can be ruled out in the future for either the short
or long term.
Further, none of the filing persons has any present plans or proposals
which may relate to our result in:
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A. The acquisition or disposition by any person of any additional
securities of the issue or the disposition of securities of the issuer.
B. An extraordinary corporate transaction, such a merger, reorganization
or liquidation involving the issuer or any of its subsidiaries.
C. The sale or transfer of a material amount of assets of the issuer or any
of its subsidiaries.
D. A 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 upon the board (except to vote for directors as
specified above).
E. Any material change in the present capitalization or dividend policy of
the issuer.
F. Any material change in the issuer's business or corporate structure.
G. Changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
issuer by any person.
H. 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.
I. Causing 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 1934, as amended; or
J. Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date of this Amendment, each of the filing persons owns the
following Shares in AMG:
(a) Richard H. Pickup, an individual, owns none of the Shares or
securities of AMG.
(b) Dito Caree LP, a Nevada limited partnership, currently owns 900,000
Shares of AMG as previously acquired in the transaction specified in the
Schedule 13D. Said 900,000 Shares represents approximately 10.28% of all
outstanding Shares, with the percentage of Caree's Shares being based upon a
total of 8,749,055 Shares of common stock of AMG outstanding, as reflected on
AMG's most recent filings with the Securities and Exchange Commission.
(c) Dito Devcar LP, a Nevada limited partnership, currently owns 200,000
Shares of AMG. Said Shares were acquired in an open market transaction as
disclosed hereinbelow. Said 200,000 Shares represents approximately 2.28% of
all outstanding Shares of AMG. The percentage of Devcar's Shares are based upon
a total of 8,749,055 Shares of common stock of AMG outstanding, as reflected on
AMG's most recent filings with the Securities and Exchange Commission.
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Dito Devcar LP (One Buy)
Shares
Date Purchased Price Cost
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7/27/98 200,000 $2.00 $400,000
Total Acquisition: 200,000 Shares
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
No contract, agreement, understanding or relationship exists with respect
to the securities of AMG between any of he entities or persons disclosed
herein, including Mr. Pickup.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 17, 1998 DITO CARREE LP, a Nevada
limited partnership
By: GAMEBUSTERS, INC.
a Nevada corporation
Its General Partner
By: /s/ DAVID B. HEHN
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David B. Hehn
President
DITO DEVCAR LP, a Nevada
limited partnership
By: GAMEBUSTERS, INC.,
a Nevada corporation
Its General Partner
By: /s/ DAVID B. HEHN
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David B. Hehn
President
By: /s/ RICHARD H. PICKUP
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Richard H. Pickup
An individual
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