SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13D-1(b) AND (c) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. )1
PROBEX CORP.
(Name of Issuer)
Common (See Note 1)
(Title of Class of Securities)
742670201
(CUSIP Number)
1 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 the
disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. 742670201
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Zesiger Capital Group LLC
I.R.S. Identification No.: 33-0294243
2. Check the Appropriate Box if a Member of a Group *(a)[ ]
(b)[ ]
N/A
3. SEC Use Only
4. Citizenship or Place of Organization
New York, New York
Number 5. Sole Voting Power 5,357,000 (See Note 1)
Of
Shares 6. Shared Voting Power N/A
Beneficially
Owned by Each 7. Sole Dispositive Power 5,357,000 (See Note 1)
Reporting
Person With 8. Shared Dispositive Power N/A
9. Aggregate Amount Beneficially Owned by Each Reporting Person
5,357,000 (See Note 1)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
N/A
11. Percent of Class Represented by Amount in Row (9)
17.0%
12. Type of Reporting Person*
Investment Adviser (IA)
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1 (a). Name of Issuer
Probex Corp.
Item 1 (b). Address of Issuer's Principal Executive Offices:
1467 Lemay, Suite 111
Carrollton, TX 75007
Item 2 (a). Name of Person Filing:
Zesiger Capital Group LLC
Item 2 (b). Address of Principal Business Office or if None, Residence:
320 Park Avenue, 30th Floor, New York, New York 10022
Item 2 (c). Citizenship:
New York
Item 2 (d). Title of Class of Securities:
Common Stock
Item 2 (e). CUSIP Number:
742670201
Item 3 If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a(n):
Investment Advisor registered under section 203 of the
Investment Advisors Act of 1940
Item 4. Ownership.
If the person of the class owned, as of December 31 of the year covered
by this statement, or as of the last day of any month described in Rule
13d-1 (b) (2), if applicable, exceeds five percent, provide the
following information as of that date and identify those shares which
there is a right to acquire.
(a) Amount Beneficially Owned
5,357,000 (See Note 1)
(b) Percent of Class
17.0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
5,357,000 (See Note 1)
(ii) shared power to vote or to direct the vote
N/A
(iii) sole power to dispose or to direct the disposition
5,357,000 (See Note 1)
(iv) shared power to dispose or to direct the disposition of
N/A
Zesiger Capital Group LLC ("ZCG") hereby disclaims beneficial ownership
of all the above securities. Such securities are held in discretionary
accounts which ZCG manages.
Item 5 Ownership of Five Percent or Less of a Class.
N/A
Item 6 Ownership of More than Five Percent on Behalf of Another Person
Clients for whom ZCG acts as investment adviser may withdraw
dividends or the proceeds of sales from the accounts managed by
ZCG. No single client account owns more than 5% of the class of
securities.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
N/A
Item 8. Identification and Classification of Members of the Group
N/A
Item 9. Notice of Dissolution of the Group
N/A
Item 10. Certification
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of
and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purpose or
effect.
Note 1: Consists of Senior Secured Convertible Notes of Probex Fluids
Recovery, Inc., a wholly owned subsidiary of Probex Corp., that are
convertible into Common Stock of Probex Corp.
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.
December 5, 2000
Date
ZESIGER CAPITAL GROUP LLC
By: /s/ Barrie R. Zesiger
Principal - Administration
