SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ATI NETWORKS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
00207F 107
(CUSIP Number)
MARK T. THATCHER, ESQ.
360 Thames Street, First Floor
Newport, Rhode Island 02840
(401) 841-9444
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JUNE 30, 1998
(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).
<PAGE>
CUSIP No. 00207F107 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OSHKOSH TRUCK CORPORATION
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) | |
(b) | |
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX 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
USA
<PAGE>
-------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
OSHKOSH TRUCK CORPORATION
600,000
SHARES-------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY-------------------------------------------------
9 SOLE DISPOSITIVE POWER
LAWRENCE BESTOR, Chairman and CEO
1,356,640
REPORTING-------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
600,000
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
| |
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.8%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER
This Statement relates to the Common Stock of ATI Networks, Inc.,
a Colorado corporation (the "Company"), which has its principal
corporate offices at 460 Cedar Street, Fond du Lac, Wisconsin 54935.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Statement is being filed by Oshkosh Truck Corporation,
(the "Shareholder").
(b) The business address of the Shareholder is 2307 Oregon Street,
Oshkosh, Wisconsin, 54935.
(c) The present principal occupation or employment of the Shareholder,
Oshkosh Truck Corporation is domestic commercial transport.
The following table sets forth the membership of the Shareholder and
ownership of its ATI Networks, Inc. common stock:
Beneficial Ownership.
PRINCIPAL STOCKHOLDERS
The following table sets forth the beneficial ownership of the
ownership of ATI Networks, Inc. ("ATI") outstanding common
stock on June 26, 1998 by (i) each director and executive officer
of ATI, (ii) all directors and executive officers of ATI as a group,
and (iii) each shareholder who was known by the Company to be the
beneficial owner of more than five percent (5%) of the
outstanding shares of ATI:
Shares of ATI
Common Stock to be
Beneficially Owned Percent
Name and as of the Distrib of
Address Record Date Class
Lawrence Bestor 1,356,640 43.0%
460 Cedar Street
Fond du Lac, WI
54935
<PAGE>
Shares of ATI
Common Stock to be
Beneficially Owned Percent
Name and as of the Distrib of
Address Record Date Class
Oshkosh Truck Corp. 600,000 18.8%
2307 Oregon St.
Oshkosh, WI
54935
William Geenen 4,000 .13%
460 Cedar Street
Fond du Lac, WI
54935
Blade Thomas 10,000 .03%
460 Cedar Street
Fond du Lac, WI
54935
Mark Thatcher 100,000 3.0%
360 Thames Street
Newport, RI
02840
Steven Sorenson 22,000 .7%
460 Cedar Street
Fond du Lac, WI
54935
Dr. William Sybesma 80,000 2.6%
460 Cedar Street
Fond du Lac, WI
54935
All Directors and 1,472,640 46.40%
Officers as a Group
Management of ATI has advised that they may acquire
additional shares of ATI Common Stock from time to time in the
open market at prices prevailing at the time of such purchases.
<PAGE>
(d) During the last five years, the Shareholder has not been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During the last five years, the Shareholder was not 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.
(f) The Shareholder is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
The Shareholder holds the securities described herein in connection
with the original issuance of ATI, Inc. Common Stock, subsequently
converted to Issuer Common Stock, pursuant to the Articles and Plan of
Share Exchange between Waterford International, Inc. "Waterford" and
the Issuer.
The Shareholder owned 600,000 shares of Common Stock on July 1,
1998, when the Company filed its Annual Report on Form 10KSB, subjecting
the Company to the reporting requirements of the Securities Exchange Act of
1934 pursuant to such filing.
ITEM 4. PURPOSE OF TRANSACTION
The Shareholder holds the Common Stock as a control person and
affiliate of the Issuer.
(a) The Shareholder may acquire more shares of Common Stock or
dispose of Common Stock as business and market conditions dictate.
(b) The Shareholder does not have any plans or proposals that relate
to or would result in an extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving the Company or any of its
subsidiaries.
<PAGE>
(c) The Shareholder does not have any plans or proposals that relate
to or would result in a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries.
(d) The Shareholder does not have any plans or proposals that relate
to or would result in any change in the present board of directors or
management of the Company, including any plans or proposals to change the
number or term of directors or to fill any existing open vacancies on the
board.
(e) The Shareholder does not have any plans or proposals that relate
to or would result in any material change in the present capitalization or
dividend policy of the Company.
(f) The Shareholder does not have any plans or proposals that relate
to or would result in any other material change in the Company's business or
corporate structure.
(g) The Shareholder does not have any plans or proposals that relate
to or would result in changes in the Company's charter or bylaws or other
actions which may impede the acquisition of control of the Company by any
person.
(h) The Shareholder does not have any plans or proposals that relate
to or would result in causing a class of securities of the Company to be
de-listed 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) The Shareholder does not have any plans or proposals that relate
to or would result in a class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of
the Act.
(j) The Shareholder does not have any plans or proposals that relate
to or would result in any action similar to any of those enumerated above.
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The Shareholder beneficially owns 600,000 shares of Common Stock,
representing 18.8% of the total issued and outstanding shares of Common
Stock. The Board of Directors of the Shareholder have sole power to
direct the vote of these shares and sole power to direct the disposition of
such shares.
(a) Number of Shares and Percentage of Common Stock Owned as of
the date of this filing:
The following table sets forth the beneficial ownership of the
ownership of ATI Networks, Inc. ("ATI") outstanding common
stock on June 26, 1998 by (i) each director and executive officer
of ATI, (ii) all directors and executive officers of ATI as a group,
and (iii) each shareholder who was known by the Company to be the
beneficial owner of more than five percent (5%) of the
outstanding shares of ATI:
Shares of ATI
Common Stock to be
Beneficially Owned Percent
Name and as of the Distrib of
Address Record Date Class
Lawrence Bestor 1,356,640 43.0%
460 Cedar Street
Fond du Lac, WI
54935
Oshkosh Truck Corp. 600,000 18.8%
2307 Oregon St.
Oshkosh, WI
54935
William Geenen 4,000 .13%
460 Cedar Street
Fond du Lac, WI
54935
<PAGE>
Shares of ATI
Common Stock to be
Beneficially Owned Percent
Name and as of the Distrib of
Address Record Date Class
Blade Thomas 10,000 .03%
460 Cedar Street
Fond du Lac, WI
54935
Mark Thatcher 100,000 3.0%
360 Thames Street
Newport, RI
02840
Steven Sorenson 22,000 .7%
460 Cedar Street
Fond du Lac, WI
54935
Dr. William Sybesma 80,000 2.6%
460 Cedar Street
Fond du Lac, WI
54935
All Directors and 1,472,640 46.40%
Officers as a Group
Management of ATI has advised that they may acquire
additional shares of ATI Common Stock from time to time in the
open market at prices prevailing at the time of such purchases.
(b) The Shareholder, Lawrence Bestor, has the sole power to
vote and to dispose of the shares described herein.
(c) Not applicable.
(d) The Shareholder knows of no person who has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from
the sale of the shares.
<PAGE>
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS OR UNDERTAKINGS WITH RESPECT TO
SECURITIES OF THE ISSUER
The Shareholder beneficially owns 600,000 shares of Common Stock
of the Company, representing 18.8% of the total issued and outstanding shares
of Common Stock of the Company. The Shareholder has the authority to vote
or direct the vote of the Shareholder's shares of Common Stock of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not Applicable
<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.
Dated: June 30, 1998
/s/ Oshkosh Truck Corporation
Chairman and CEO
OSHKOSH TRUCK CORPORATION
