Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
VECTOR AEROMOTIVE CORPORATION
(Name of Issuer)
COMMON STOCK, Par Value $.01 Per Share
(Title of Class of Securities)
92239C301
(CUSIP Number)
William L. Thompson, Jr., Esquire
Thompson & Adams
One Independent Drive, Suite 3131
Jacksonville, FL 32202
(904) 356-3131
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 25, 1997 (the final signature pages were not delivered
and the transaction finalized until September 19, 1997)
(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. [ ]
<PAGE>
CUSIP No. 92239C301
(1) Names of reporting persons
Sinclair Management Company Limited
(2) Check the appropriate box if a member of a group
(a) no
(b) disclaimed
(3) SEC use only
(4) Source of funds
OO
(5) Check if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e)
No
(6) Citizenship or place of organization
The Bahamas
Number of shares beneficially owned by each reporting person
with:
(7) Sole voting power
60,000,000 (option to purchase) (indirect beneficial ownership
only; Sinclair Management Company Limited beneficially owns 6%
of American Dream International Limited, which holds the
option, and an employee of Sinclair Management Company Limited,
T. J. Enright, is a director of American Dream International
Limited and Vector Aeromotive Corporation)
(8) Shared voting power
37,333,333 (indirect ownership only; Sinclair Management
Company Limited beneficially owns 6% of American Dream
International Limited, which shares the voting power, and the
an employee of Sinclair Management Company Limited, T. J.
Enright, is a director of American dream International Limited)
(9) Sole dispositive power
60,000,000 (option to purchase)(indirect beneficial ownership
only, see above)
(10) Shared dispositive power
0
(11) Aggregate amount beneficially owned by each reporting
person
97,333,333 (assumes issuance of 60,000,000 shares pursuant to
option)
(12) Check if the aggregate amount in Row (11) excludes certain
shares [ ]
(13) Percent of class represented by amount in Row (11)
86%
(14) Type of reporting person
CO
<PAGE>
CUSIP No. 92239C301
(1) Names of reporting persons
T. J. Enright
(2) Check the appropriate box if a member of a group
(a) no
(b) disclaimed
(3) SEC use only
(4) Source of funds
OO
(5) Check if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e)
No
(6) Citizenship or place of organization
United Kingdom
Number of shares beneficially owned by each reporting person
with:
(7) Sole voting power
60,000,000 (option to purchase) (indirect beneficial ownership
only; Sinclair Management Company Limited beneficially owns 6%
of American Dream International Limited, which holds the
option, and Mr. Enright, an employee of Sinclair Management
Company Limited, is a director of American Dream International
Limited and Vector Aeromotive Corporation and an officer of
Vector Aeromotive Corporation)
(8) Shared voting power
37,333,333 (indirect ownership only; Sinclair Management
Company Limited beneficially owns 6% of American Dream
International Limited, which shares the voting power, and Mr.
Enright, an employee of Sinclair Management Company Limited, is
a director of American Dream International Limited)
(9) Sole dispositive power
60,000,000 (option to purchase)(indirect beneficial ownership,
see above)
(10) Shared dispositive power
0
(11) Aggregate amount beneficially owned by each reporting
person
97,333,333 (assumes issuance of 60,000,000 shares pursuant to
option)
(12) Check if the aggregate amount in Row (11) excludes certain
shares [ ]
(13) Percent of class represented by amount in Row (11)
86%
(14) Type of reporting person
IN
<PAGE>
CUSIP No. 92239C301
(1) Names of reporting persons
Christine M. Enright
(2) Check the appropriate box if a member of a group
(a) no
(b) disclaimed
(3) SEC use only
(4) Source of funds
OO
(5) Check if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e)
No
(6) Citizenship or place of organization
United Kingdom
Number of shares beneficially owned by each reporting person
with:
(7) Sole voting power
60,000,000 (option to purchase)(indirect beneficial ownership
only; Sinclair Management Company Limited beneficially owns 6%
of American Dream International Limited, which holds the
option, and Ms. Enright beneficially owns Sinclair Management
Company Limited)
(8) Shared voting power
37,333,333 (indirect beneficial ownership only; Sinclair
Management Company Limited beneficially owns 6% of American
Dream International Limited, which shares the voting rights,
and Ms. Enright beneficially owns Sinclair Management Company
Limited)
(9) Sole dispositive power
60,000,000 (option to purchase)(indirect beneficial ownership,
see above)
(10) Shared dispositive power
0
(11) Aggregate amount beneficially owned by each reporting
person
97,333,333 (assumes issuance of 60,000,000 shares pursuant to
option)
(12) Check if the aggregate amount in Row (11) excludes certain
shares [ ]
(13) Percent of class represented by amount in Row (11)
86%
(14) Type of reporting person
IN
<PAGE>
Item 1. Security and Issuer.
Common Stock, par value $.01 per share
Vector Aeromotive Corporation
975 Martin Avenue, Green Cove Springs, Florida 32043
Item 2. Identity and Background.
A. Sinclair Management Company Limited ("Sinclair") is
organized under the laws of The Bahamas. The shares of
Sinclair are held by Christine M. Enright. The principal
business of Sinclair is to provide business consulting. The
address of Sinclair's principle business and principle office
is 1556 Lakeway Drive, Orange Park, Florida 32073. Sinclair,
during the last five years, has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) and has not 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.
B. T. J. Enright's business address is 1556 Lakeway Drive,
Orange Park, Florida 32073. Mr. Enright's principal occupation
is business consultant. Mr. Enright is an employee of
Sinclair. Mr. Enright is a citizen of the United Kingdom and
a resident of Florida. Mr. Enright, during the last five
years, has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) and has
not 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.
C. Christine M. Enright's business and employment address,
respectively, are 1556 Lakeway Drive, Orange Park, Florida
32073, and 3229 Highway 17 North, Green Cove Springs, Florida
32043. Ms. Enright's principal occupation is an executive
assistant. Ms. Enright is the beneficial owner of Sinclair.
Ms. Enright is a citizen of the United Kingdom and a resident
of Florida. Ms. Enright, during the last five years, has not
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) and has not 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.
The shared voting power was acquired in connection with the
option to purchase 60,000,000 shares of the stock held by
American Dream International Limited ("American Dream"). The
filing parties believe that American Dream currently intends to
exercise the option to purchase 60,000,000 shares with the
proceeds from the sale by American Dream of its securities,
either debt or equity, or a combination. The parties to the
financing transactions are not yet determined. Sinclair
International Limited ("Sinclair") acquired 6% American Dream
in connection with the organization of American Dream.
Item 4. Purpose of Transaction.
The filing parties believe that the purpose of the purchase of
securities by American Dream International Limited ("American
Dream") pursuant to the option is to provide Vector Aeromotive
Corporation ("Vector") working capital to recommence
operations, including production and sale of its V12 car. In
connection therewith, a majority of the Board of Directors of
Vector were nominated by American Dream. The current directors
of Vector nominated by American Dream are W.R. Welty, T.J.
Enright and Lilly Beter. In addition, T.J. Enright has been
elected Chief Operating Officer and Secretary of Vector, and
Lilly Beter has been elected Treasurer of Vector. Finally, the
transaction contemplates the issuance of 60,000,000 additional
shares by Vector. The filing parties currently are not aware
of additional material changes for Vector to finance future
operations; however, it is anticipated that Vector will need to
obtain additional financing, which may require, among other
things, sale of common stock, extraordinary corporate
transactions, changes in capitalization or changes in Vector's
Articles of Incorporation or Bylaws.
Item 5. Interest in Securities of the Issuer.
None of Sinclair International Limited ("Sinclair"), T J.
Enright or Christine M. Enright beneficially own any common
stock of Vector Aeromotive Corporation ("Vector") except as
described in this Schedule 13D. Sinclair, T J. Enright and
Christine M. Enright are beneficial owners of Vector common
stock only indirectly because American Dream International
Limited ("American Dream") has the right to purchase 60,000,000
shares of Vector common stock and the right to direct
37,333,333 shares as to the vote in the election of directors
of Vector. Sinclair beneficially 6% of American Dream and an
employee of Sinclair is a director of American Dream and now
Vector and an executive officer of Vector. The most recent
filing by Vector indicates there are 53,609,387 shares of
common stock currently outstanding. Of such number of
outstanding shares, 37,333,333 represents 69.6%. Assuming the
issuance of the 60,000,000, Vector would have 113,609,387
shares outstanding, with 60,000,000 representing 52.8%,
37,333,333 representing 32.8% and the combined 97,333,333
representing 85.7%.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
NONE.
Item 7. Material to be Filed as Exhibits. The following are
filed as exhibits:
Joint Filing Agreement among Sinclair Management Company
Limited, T.J. Enright and Christine M. Enright
The filing of this statement shall not be construed as an
admission that any filing party, for purposes of Sections 13(d)
or 13(g) of the Securities Exchange Act of 1934, as amended,
the beneficial owner of any securities covered by this
statement.
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.
Date October 24, 1997
T.J. Enright
Signature /s/ T. J. Enright
Christine M. Enright
Signature /s/ Christine M. Enright
SINCLAIR MANAGEMENT COMPANY LIMITED
Signature /s/ Christine M. Enright
Name/Title Christine M. Enright, President
JOINT FILING STATEMENT
The undersigned, T. J. Enright, Christine M. Enright and
Sinclair Management Company Limited, and each of them, do
hereby agree and consent to the filing of a single statement on
Schedule 13D and amendments thereto, in accordance with the
provisions of Rule 13d-(f)(1) of the Securities Exchange Act of
1934, as amended.
Date October 24, 1997
Signature /s/ T. J. Enright
Signature /s/ Christine M. Enright
SINCLAIR MANAGEMENT COMPANY LIMITED
Signature /s/ Christine M. Enright
Name/Title Christine M. Enright, President
