UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
MANAGEMENT TECHNOLOGIES, INC.
- ------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- ------------------------------------------------------------------------------
(Title of Class of Securities)
561704 30 5 & 561704 30 6
- ------------------------------------------------------------------------------
(CUSIP Number)
Dr. Fahad Almubarak
c/o Rana Investment Company
P.O. Box 60148
Riyadh, Saudi Arabia 11545
011-966-01-462-6262
- ------------------------------------------------------------------------------
(Name, Address, Telephone Number of Person Authorized to Receive
Notices and Communications)
OCTOBER 9, 1996
- ------------------------------------------------------------------------------
(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 <square>.
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).
<PAGE>
SCHEDULE 13D
[CAPTION]
CUSIP NO. 561704 30 5/561704 30 6 PAGE 2 OF 5 PAGES
<TABLE>
<CAPTION>
1 NAME OF REPORTING PERSON; S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rana Investment Company
RIC Investment Fund, Ltd.
<S> <C> <C> <C>
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) <checked-box>
(B) <square>
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) <square>
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Rana Investment Company is incorporated as an investment institution in Saudi Arabia.
RIC Investment Fund Ltd. is an exempted company incorporated under the Companies Law
[1995 Revision] of the Cayman Islands.
NUMBER OF 7 SOLE VOTING POWER Rana Investment Company: 7.72% (upon conversion)
SHARES RIC Investment Fund, Ltd.: 5.15% (upon conversion)
BENEFICIALLY (please see Appendix for current information and history since October 9,
OWNED BY 1996)
EACH
REPORTING 8 SHARED VOTING POWER 0%
PERSON
WITH 9 SOLE DISPOSITIVE POWER Rana Investment Company: 3,214,286 common shares
(upon conversion); RIC Investment Fund, Ltd.: 2,142,857 common shares
(upon conversion)
(please see Appendix for current information and history since October 9,
1996)
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Rana Investment Company: 3,214,286 common
shares (upon conversion); RIC Investment Fund, Ltd.: 2,142,857 common shares (upon conversion)
(please see Appendix for current information and history since October 9, 1996)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* NO <square>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Rana Investment Company: 7.72% (upon conversion); RIC
Investment Fund, Ltd.: 5.15% (upon conversion)
(please see Appendix for current information and history since October 9, 1996)
14 TYPE OF REPORTING PERSON* IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
</TABLE>
<PAGE>
ITEM 1. SECURITY AND ISSUER
- ---------------------------
Common Stock ("Common Shares") of Management Technologies Inc. (the "Issuer"),
upon exercise of the conversion privileges of the Issuer's convertible
debenture.
ITEM 2. IDENTITY AND BACKGROUND
- -------------------------------
RANA INVESTMENT COMPANY:
-----------------------
(a) Name: Rana Investment Company ("RIC")
(b) Place of Organization: Saudia Arabia
(c) Principal Business: Investment company
(d) Address of Principal Business: P.O. Box 60148
Riyadh, Saudia Arabia 11545
(e) Address of Principal Office: P.O. Box 60148
Riyadh, Saudia Arabia 11545
(f) Criminal Convictions: None
(g) Civil Proceedings under any
Securities Laws: None
RIC INVESTMENT FUND LTD.:
------------------------
(a) Name: RIC Investment Fund Ltd. (the "Fund")
(b) Place of Organization: Cayman Islands
(c) Principal Business: Investment fund
(d) Address of Principal Business: P.O. Box 60148
Riyadh, Saudi Arabia 11545
(e) Address of Principal Office: c/o Paget-Brown & Company Ltd.
4th Floor, West Wind Building
Harbour Drive, George Town
Grand Cayman, British West Indies
(f) Criminal Convictions: None
(g) Civil Proceedings under any
Securities Laws: None
ITEM 3. SOURCE AND AMOUNT OF FUNDS
- ----------------------------------
RIC invested $450,000 from its own funds and client accounts on behalf of
itself and on behalf of an investor who is an RIC client.
The Fund invested $350,000 from its own funds on behalf of itself.
ITEM 4. PURPOSE OF TRANSACTION
- ------------------------------
The purpose of this transaction for both RIC and the Fund was to invest in the
convertible debenture and, upon conversion thereof, Common Shares. RIC and the
Fund may acquire additional securities of the Issuer or dispose of such
securities in accordance with their investment objective.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
- --------------------------------------------
RIC:
---
(a) As of October 9, 1996, RIC owned a $450,000 share of a $750,000
convertible debenture which was convertible into Common Shares after
the 45 day restricted period on conversion expired. The conversion
formula is based on the prior five day average share price of the
issuer's common stock, with a discount. Had RIC been able to convert and
actually converted its interest in the convertible debenture on October
9, 1996, its $450,000 interest in the convertible debenture would have
represented 3,214,286 converted shares, or 7.72% interest in the Common
Shares.
3
<PAGE>
(b) Upon conversion, RIC will have sole voting power over the Common Shares
it converts.
(c) Please see the Appendix for transactions concerning the Common Shares
since October 9, 1996.
THE FUND
--------
(a) As of October 9, 1996, the Fund owned a $300,000 share of a $750,000
convertible debenture which was convertible into Common Shares after
the 45 day restricted period on conversion expired. The conversion
formula is based on the prior five day average share price of the
issuer's common stock, with a discount. Had the Fund been able to
convert and actually converted its interest in the convertible debenture
on October 9, 1996, its $300,000 interest in the convertible debenture
would have represented 2,142,857 converted shares, or 5.15% interest in
the Common Shares.
(b) Upon conversion, the Fund will have sole voting power over the Common
Shares it converts.
(c) Please see the Appendix for transactions concerning the Common Shares
since October 9, 1996.
ITEM 6. CONTRACTS, ETC., WITH RESPECT TO SECURITIES OF THE ISSUER
- -----------------------------------------------------------------
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
- -----------------------------------------
Exhibit 1. Agreement by RIC and the Fund as to joint filing of this
Schedule 13D with respect to the Common Shares represented by the Issuer's
convertible debenture, dated January 22, 1997.
4
<PAGE>
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.
Date: January 23, 1997
RANA INVESTMENT COMPANY
By: /s/ Dr. Mazan Hassounah
________________________________
Name: Dr. Mazan Hassounah
Title: Deputy General Manager
RIC INVESTMENT FUND LTD.
By: /s/ Dr. Mazan Hassounah
___________________________
Name: Dr. Mazan Hassounah
Title: Director
5
<PAGE>
EXHIBIT 1
_________
The undersigned hereby each consent to the joint filing on behalf of them of
Schedule 13-D, pursuant to Section 13(d)(3) and Rule 13d-1(f)(1)(iii) of the
Securities Exchange Act of 1934, as amended, with respect to the common shares
of Management Technologies, Inc.
Date: January 22, 1997
RANA INVESTMENT COMPANY
By: /s/ Dr. Mazan Hassounah
______________________________
Name: Dr. Mazan Hassounah
Title: Deputy General Manager
RIC INVESTMENT FUND LTD.
By: /s/ Dr. Mazan Hassounah
____________________________
Name: Dr. Mazan Hassounah
Title: Director
<PAGE>
APPENDIX
A. CHANGES GREATER THAN ONE PERCENT IN RIC AND THE FUND'S BENEFICIAL
OWNERSHIP OF THE COMMON SHARES SINCE OCTOBER 9, 1996 (BASED ON
COMMON SHARES WHICH COULD THEORETICALLY BE CONVERTED FROM THE
ISSUER'S CONVERTIBLE DEBENTURE AS WELL AS COMMON SHARES ACTUALLY
HELD)
B. RIC'S CONVERSIONS OF THE ISSUER'S CONVERTIBLE DEBENTURE AND
DISPOSITIONS OF THE CONVERTED SHARES
C. THE FUND'S CONVERSIONS OF THE ISSUER'S CONVERTIBLE DEBENTURE AND
DISPOSITIONS OF THE CONVERTED SHARES
A-1
<PAGE>
<TABLE>
A. CHANGES GREATER THAN ONE PERCENT IN RIC AND THE FUND'S BENEFICIAL OWNERSHIP OF THE COMMON
SHARES SINCE OCTOBER 9, 1996 (BASED ON COMMON SHARES WHICH COULD THEORETICALLY BE
CONVERTED FROM THE ISSUER'S CONVERTIBLE DEBENTURE AS WELL AS COMMON SHARES ACTUALLY HELD)
MANAGEMENT TECHNOLOGIES INC.
<CAPTION>
Conversion Net Shares for Total Shares for % of O/S Total of Total %
DATE Price (1) Shares (2) Interest (3) RIC/Fund (4) RIC/Fund (5) Shares (6) of O/S (7)
____ __________ __________ ____________ ________________ ____________ __________ __________
<S> <C> <C> <C> <C> <C> <C> <C>
23/Jan $ 0.0788 6,556,043 100,935 5,298,320/1,358,657 6.84/1.75% 6,656,977 8.59%
26/Dec $ 0.1181 5,901,619 49,515 4,077,109/1,874,026 5.31/2.44% 5,951,135 7.75%
12/Dec $ 0.1181 6,001,619 40,627 4,070,197/1,972,051 9.62/4.66% 6,042,248 14.28%
11/Dec $ 0.1094 6,506,269 43,192 4,509,140/2,040,320 10.53/4.76% 6,549,460 15.29%
10/Dec $ 0.1006 7,163,889 46,202 5,089,631/2,120,460 11.70/4.88% 7,210,091 16.58%
9/Dec $ 0.0875 8,034,807 52,277 5,816,181/2,270,904 13.11/5.12% 8,087,085 18.23%
6/Dec $ 0.0744 9,392,623 58,482 6,527,086/2,924,019 14.27/6.39% 9,451,105 20.67%
5/Dec $ 0.0569 11,253,887 75,155 7,987,704/3,341,339 16.78/7.02% 11,329,043 23.80%
2/Dec $ 0.0525 14,281,906 128,537 8,646,265/5,764,178 17.06/11.37% 14,410,443 28.43%
29/Nov $ 0.0569 13,181,946 112,047 7,976,396/5,317,598 16.09/10.73% 13,293,993 26.82%
27/Nov $ 0.0613 12,239,303 99,954 7,403,554/4,935,703 15.23/10.15% 12,339,257 25.38%
22/Nov $ 0.0657 11,422,479 83,765 6,903,746/4,602,498 14.45/9.63% 11,506,244 24.08%
21/Nov $ 0.0700 10,710,002 76,755 6,472,054/4,314,703 13.75/9.17% 10,786,757 22.92%
19/Nov $ 0.0788 9,522,117 65,068 5,752,311/3,834,874 12.54/8.36% 9,587,185 20.90%
14/Nov $ 0.0875 8,571,429 51,429 5,173,714/3,449,143 11.52/7.68% 8,622,857 19.20%
12/Nov $ 0.0963 7,791,075 44,149 4,701,134/3,134,090 10.66/7.10% 7,835,224 17.76%
11/Nov $ 0.1050 7,141,905 39,280 4,308,711/2,872,474 9.91/6.61% 7,181,185 16.52%
7/Nov $ 0.1225 6,121,749 29,588 3,690,803/2,460,535 8.70/5.80% 6,151,338 14.50%
5/Nov $ 0.1400 5,356,607 24,105 3,228,427/2,152,285 7.75/5.17% 5,380,712 12.92%
31/Oct $ 0.1575 4,761,058 17,457 2,867,110/1,911,406 6.98/4.66% 4,778,516 11.64%
29/Oct $ 0.1400 5,356,072 17,854 3,224,355/2,149,570 7.74/5.16% 5,373,925 12.90%
28/Oct $ 0.1269 5,910,352 18,716 3,557,441/2,371,627 8.43/5.62% 5,929,068 14.05%
25/Oct $ 0.1094 6,855,827 18,282 4,124,465/2,749,644 9.56/6.37% 6,874,109 15.93%
21/Oct $ 0.0919 8,161,400 16,323 4,906,634/3,271,089 11.03/7.36% 8,177,723 18.39%
17/Oct $ 0.1050 7,140,953 9,521 4,290,284/2,860,190 9.88/6.58% 7,150,474 16.46%
16/Oct $ 0.1094 6,854,949 7,997 4,117,768/2,745,179 9.55/6.36% 6,862,947 15.91%
14/Oct $ 0.1181 6,348,078 5,290 3,812,021/2,541,347 8.94/5.96% 6,353,368 14.90%
10/Oct $ 0.1291 5,810,823 968 3,487,075/2,324,716 8.29/5.52% 5,811,791 13.81%
9/Oct $ 0.1400 5,357,143 0 3,214,286/2,142,857 7.72/5.15% 5,357,143 12.87%
A-2
</TABLE>
<PAGE>
NOTES TO CHART
______________
(1) "Conversion Price" represents the price at which RIC and the Fund's
interest in the fund theoretically would have been converted on the date
indicated in the first column, assuming that on that date they could have
converted their interests (meaning that the 45 day conversion restricted
period had expired). The "Conversion Price" is based upon the prior five
day average share price of the Common Shares, with a discount.
(2) "Net Shares" indicates the number of Common Shares that the Conversion
Price would have yielded on that day with respect to the principal amount
then remaining of the Convertible Debenture ($750,000 as of October 9,
1996).
(3) "Shares for Interest" represents, as of the date indicated in the
first column, the number of Common Shares that RIC and the Fund would have
received in addition to the Net Shares, representing the then accumulated
interest on the Issuer's Convertible Debenture.
(4) The "Total Shares for RIC/Fund" column indicates the total number of
Common Shares over which RIC and the Fund respectively had beneficial
ownership as of the date indicated in the first column, taking into account
their respective conversion rights, any converted Common Shares, and any
dispositions thereof.
(5) The "% of O/S RIC/Fund" column indicates the percentage of the
outstanding Common Shares represented by RIC and the Fund's respective
total Common Shares from the previous column. To determine the total
Common Shares outstanding, RIC and the Fund relied on the Issuer's most
recent 10Q reports available as of the date indicated in the first column.
(6) The "Total Shares" column groups together RIC and the Fund's
beneficial ownership over the Common Shares as of the date indicated in the
first column, taking into account their combined conversion rights, any
converted Common Shares, and any dispositions thereof.
(7) The "Total % of O/S" column indicates the total percentage of the
outstanding Common Shares represented by RIC and the Fund's combined total
of Common Shares. To determine the total Common Shares outstanding, RIC and
the Fund relied on the Issuer's most recent 10Q reports available as of the
date indicated in the first column.
A-3
<PAGE>
B. RIC'S CONVERSIONS OF THE ISSUER'S CONVERTIBLE DEBENTURE
AND DISPOSITIONS OF THE CONVERTED SHARES
RANA INVESTMENT COMPANY
______________________________________________________________________________
Original Investment Amount in the
Issuer's Convertible Debenture: $450,000
Amount Remaining
(as of January 23, 1997): $350,000
Shares Remaining
(as of January 23, 1997): 1,076,161
______________________________________________________________________________
Conversions:
______________________________________________________________________________
<TABLE>
<CAPTION>
DATE CONVERTED SHARES DUE
---- --------- ----------
<S> <C> <C> <C>
05-Dec-96 $100,000.00 1,776,161
Total Converted: $100,000.00
Total Shares Due: 1,776,181
</TABLE>
______________________________________________________________________________
Dispositions (Common Shares Sold):
______________________________________________________________________________
<TABLE>
<CAPTION>
DATE SHARES SOLD
---- -----------
<S> <C> <C>
10-Dec-96 200,000
11-Dec-96 300,000
12-Dec-96 200,000
TOTAL COMMON SHARES SOLD 700,000
</TABLE>
A-4
<PAGE>
C. THE FUND'S CONVERSIONS OF THE ISSUER'S CONVERTIBLE DEBENTURE AND
DISPOSITIONS OF THE CONVERTED SHARES
RIC INVESTMENT FUND, LTD.
______________________________________________________________________________
Original Investment Amount
in the Issuer's Convertible Debenture
(as of January 23, 1997): $300,000
Amount Remaining
(as of January 23, 1997): $100,000
Shares Remaining: 66,612
______________________________________________________________________________
Conversions:
______________________________________________________________________________
<TABLE>
<CAPTION>
DATE CONVERTED SHARES DUE
---- --------- ----------
<S> <C> <C> <C>
03-Dec-96 $90,000.00 1,888,575
04-Dec-96 $10,000.00 209,876
05-Dec-96 $100,000.00 1,776,161
Total Converted: $200,000.00
Total Shares Due: 3,874,812
</TABLE>
______________________________________________________________________________
Dispositions (Common Shares Sold)
______________________________________________________________________________
<TABLE>
<CAPTION>
DATE SHARES SOLD
---- -----------
<S> <C> <C>
03-Dec-96 1,883,000
05-Dec-96 225,000
06-Dec-96 200,000
09-Dec-96 450,000
13-Dec-96 100,000
30-Dec-96 100,000
31-Dec-96 300,000
02-Jan-97 150,000
03-Jan-97 200,000
06-Jan-97 200,000
TOTAL COMMON SHARES SOLD 3,808,000
</TABLE>
A-5
<PAGE>
