UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
Dupont Direct Financial Holdings, Incorporated
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(Name of Issuer)
Common Stock, Par Value $0.01 per share
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(Title of Class of Securities)
266 13P 108
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(CUSIP Number)
David W. Parsons
Wavecount, Inc.
42 Broadway, Suite 1101
New York, New York 10004
(877) 348-4800
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 17, 2000
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box.
*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. 266 13P 108 13D Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON
(ENTITIES ONLY)
Wavecount, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ___ (b) x
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) __
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF 5,830,000
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 5,830,000
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
5,830,000
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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)
80.2%
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14 TYPE OF REPORTING PERSON
CO
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<PAGE>
Item 1. Security and Issuer
The class of equity securities to which this statement relates is the
common stock, par value $.01 per share (the "Dupont Common Stock"), of Dupont
Direct Financial Holdings, Incorporated ("Dupont"), located at 42 Broadway,
Suite 1100-26, New York, New York 10004.
Item 2. Identity and Background
This statement is being filed by Wavecount, Inc., a Delaware corporation
("Wavecount"). The principal executive offices of Wavecount are located at 42
Broadway, Suite 1100-26, New York, New York 10004. Wavecount is a financial
services holding company.
Information regarding each of the directors and executive officers of
Wavecount is set forth on Schedule I attached hereto. Each of such persons is a
citizen of the United States.
During the last five years, neither Wavecount nor, to the best of
Wavecount's knowledge, any of the individuals listed in Schedule I, has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or been a party to a civil proceeding of a judicial or
administrative 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.
Item 3. Source and Amount of Funds or Other Consideration
Wavecount acquired all of its shares of the Dupont Common Stock in
connection with a reorganization of Dupont effected on May 17, 2000 (the
"Reorganization"). In the Reorganization, Wavecount was issued 5,830,000 shares
of Dupont Common Stock in exchange for substantially all of the operating assets
and certain investment assets of Wavecount. The operating assets included: (i)
100% of the outstanding capital stock of Dupont Securities Group, Inc., a
registered broker-dealer; (ii) 100% of the outstanding capital stock of
Wavecount Futures, Inc., an introducing futures broker; (iii) 100% of the
outstanding capital stock of Wavecount Asset Management, LLC, an investment
manager; and (iv) a 49% equity interest in Native American Financial Services
Company. The non-operating assets were: (i) 300,000 shares of the common stock
of King's Road Entertainment, Inc.; (ii) 250,000 shares of the common stock of
Chariot International Holdings, Inc.; and (iii) 250,000 shares of the common
stock Immediate Entertainment Group, Inc.
Item 4. Purpose of Transaction
Wavecount acquired all of its shares of Dupont Common Stock in the
Reorganization. Wavecount does not have any current plans to engage in any other
transactions involving Dupont or Dupont's securities. Wavecount may, however,
depending on market conditions and other factors, purchase additional shares of
Dupont Common Stock or dispose of shares of Dupont Common Stock.
Except as noted above, neither Wavecount nor any of the persons listed in
Schedule I has any plans or proposals which relate to or would result in:
(a) the acquisition by any person of additional securities
of Dupont, or the disposition of securities of Dupont;
3 of 6
<PAGE>
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Dupont or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of Dupont or any of
its subsidiaries;
(d) any change in the present Board of Directors or management of Dupont,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the Board;
(e) any material change in the present capitalization or dividend policy of
Dupont;
(f) any other material change in Dupont's business or corporate structure;
(g) changes in Dupont's certificate of incorporation, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of Dupont by any person;
(h) causing a class of securities of Dupont 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) a class of equity securities of Dupont becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
4 of 6
<PAGE>
Item 5. Interest in Securities of the Issuer
The aggregate number of shares of Dupont Common Stock beneficially owned by
Wavecount is 5,830,000 shares, representing approximately 80.2% of the
outstanding shares of Dupont Common Stock. Dupont has sole voting and
dispositive power over all of such shares.
While none of the individuals identified in Schedule I directly
beneficially owns any shares of Dupont Common Stock, each such individual may,
by virtue of his position with Wavecount, be deemed to indirectly beneficially
own the shares of Dupont Common Stock beneficially owned by Wavecount.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to the Securities of
the Issuer
Other than pursuant to the Reorganization, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) between
Wavecount or any of the individuals listed in Schedule I and any person with
respect to any securities of Dupont, including but not limited to, transfer or
voting of any of such securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of profits or
loss, or the giving or withholding of proxies. None of the shares of common
stock beneficially owned by Wavecount are pledged or otherwise subject to a
contingency the occurrence of which would give another person voting power or
investment power over such shares.
Item 7. Material to be Filed as Exhibits
None.
5 of 6
<PAGE>
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.
WAVECOUNT, INC.
Date: 08/29/00 By: /s/ Randy M. Strausberg
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Name: Randy M. Strausberg
Title: President
Page 6 of 6
<PAGE>
Exhibit I
Information Regarding Directors and Executive Officers
of Wavecount
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Set forth in the table below is the name of each director and executive
officer of Wavecount, his position with Wavecount and any employment positions
with entities other than Wavecount. The address of each person listed below is
c/o Wavecount, Inc., 42 Broadway, Suite 1100-26, New York, New York 10004.
<TABLE>
<S> <C> <C>
Positions with entities
Name Position with Wavecount other than Wavecount
------------------- ----------------------- -----------------------
Steven A. Muchnikoff Director Director and Chief Operating
Officer, Dupont Direct
Financial Holdings, Inc.;
Manager, Fixed Income, Dupont
Securities Group, Inc.
Randy M. Strausberg Director and President Director and President, Dupont
Direct Financial Holdings,
Inc.; Director, Chief
Financial Officer and
Secretary, Dupont Securities
Group, Inc.
David W. Parsons Director and General Counsel Director and General Counsel,
Dupont Direct Financial
Holdings, Inc.; Director,
President and General Counsel,
Dupont Securities Group, Inc.
Lewis Goldman Director Director, Treasurer and
Assistant Secretary, Dupont
Direct Financial Holdings,
Inc.; Manager of Derivative
Products, Dupont Securities
Group, Inc.
Marc Greenspan Director Senior Managing Director and
Manager of Government
Products, Dupont Securities
Group, Inc.
</TABLE>
