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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
Eftek Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
282247105
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(CUSIP Number)
Mr. Robert Szwajkos (215) 351-7553
Lavin, Coleman, O'Neil, Ricci, Finarelli & Gray
Suite 1000, Penn Mutual Tower, 510 Walnut Street, Philadelphia, PA 19106
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 31, 1997
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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 acquistion 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).
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CUSIP No. 282247105 Page ______ of _____ Pages
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1 | NAME OF REPORTING PERSONS
| S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
| Robert Szwajkos, Creditors' Trust Trustee on behalf
| of the Pringle Creditors' Trust
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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*
| OO
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5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
| PURSUANT TO ITEM 2(d) OR 2(e) [ ]
|
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6 | CITIZENSHIP OR PLACE OF ORGANIZATION
| U.S.
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NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 3,480,176
BENEFICIALLY |-----|--------------------------------------------------------
OWNED BY | 8 | SHARED VOTING POWER
EACH | | None.
REPORTING |-----|--------------------------------------------------------
PERSON WITH | 9 | SOLE DISPOSITIVE POWER
| | 3,480,176
|-----|--------------------------------------------------------
| 10 | SHARED DISPOSITIVE POWER
| | None.
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11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 3,480,176
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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)
|
| approximately 14.5%
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14 | TYPE OF REPORTING PERSON*
| OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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ITEM 1. SECURITY AND ISSUER
Common Stock
Eftek Corporation
Bloomfield Business Park
408 Bloomfield Drive
Berlin, NJ 08009
ITEM 2. IDENTITY AND BACKGROUND
Robert Szwajkos, Esquire
Creditors Trust Trustee
on behalf of the Pringle Creditors Trust
Lavin, Coleman, O'Neil, Ricci, Finnarelli & Gray
Suite 1000
Penn Mutual Tower
510 Walnut Street
Philadelphia, PA 19106
No legal proceedings are required to be disclosed pursuant to Item 2(d) or (e)
of Schedule 13D. Mr. Szwajkos is a citizen of the United States.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The acquisition of the beneficial ownership of the referenced securities was
made pursuant to an Order Approving Motion of Debtors and Chapter 7 Trustee for
Disposition of Property Pursuant to Section 363 of the Bankruptcy Code entered
by the U.S. Bankruptcy Court for District of Camden, New Jersey on March 5, 1997
(the "Bankruptcy Court Order") and a certain proxy with respect to voting of the
referenced securities given by Frank G. Pringle and Lois E. Pringle (the
"Debtors") to the Creditors Trust Trustee in March 1997. The Bankruptcy Court
Order became non-appealable on March 31, 1997, at which time the Creditors Trust
Trustee was duly qualified and appointed.
ITEM 4. PURPOSE OF TRANSACTION
Pursuant to the Bankruptcy Court Order, the Creditors Trust Trustee took
possession of the certificates relating to the referenced securities in order to
dispose of such securities on behalf of the Debtors, at the discretion of the
Creditors Trust Trustee, for the best interest of the creditors.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
See Items 7 through 13 on page 1 of Schedule 13D. The Creditors Trust Trustee
has the right to receive dividends, if any, with respect to the referenced
securities. The Creditors Trust Trustee is required pursuant to the Bankruptcy
Court Order to pay (i) federal and state taxes, (ii) its 6% commission, and
(iii) fees and expenses in connection with the disposition of the referenced
securities to brokers, attorneys and accountants retained by the Creditors Trust
Trustee in order to operate the Creditors Trust and dispose of the referenced
securities.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Bankruptcy Court Order and the related proxy transfer dispositive and voting
powers, respectively, from the Debtors to the Creditors Trust Trustee.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Order approving Motion of Debtors and Chapter 7 trustee for Disposition
of Property pursuant to Section 363 of the Bankruptcy Code entered in
the United States Bankruptcy Court for the District of Camden, New
Jersey on March 5, 1997.
2. Proxy given by Frank J. Pringle and Lois E. Pringle, Debtors to the
Creditors Trust Trustee.
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 accurate.
April , 1997
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Date Signature
Robert Szwajkos, Trustee
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Name/Title
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Exhibit 1
9250-45103/163130-5
Stuart B. Donegan, A Prof. Corp.
By: Stuart B. Donegan, Esquire
1040 N. Kings Highway
Suite 729
Cherry Hill, NJ 08034
609-667-7303
SD 0237
Attorney for Debtor(s)
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UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF CAMDEN, NEW JERSEY
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In Re: Frank Pringle, : Chapter 7
Debtor : No. 95-15625
:
In Re: Lois Pringle, : Chapter 13
Debtor : No. 96-14740
ORDER APPROVING MOTION OF DEBTORS AND CHAPTER 7 TRUSTEE FOR
DISPOSITION OF PROPERTY PURSUANT TO SECTION 363 OF THE BANKRUPTCY CODE
AND NOW, this day of March 1997 upon consideration of the MOTION OF
DEBTORS AND CHAPTER 7 FOR DISPOSITION OF PROPERTY PURSUANT TO SECTION 363 OF THE
BANKRUPTCY CODE ("Motion") and after hearing on notice to all creditors of Frank
Pringle and Lois Pringle (collectively "Creditors" and "Pringle," respectively);
the U.S. Trustee; the United States Securities and Exchange Commission; the
Internal Revenue Service; Eftek Corp.; and the counsel who have entered their
appearances, and for cause having been shown, and it appearing that approval of
the Motion is in the best interest of all Creditors as the Creditors with the
largest claims have been actively participating in the resolution of their
claims as provided in the motion, it is therefore ORDERED that:
1. the Motion is approved;
2. Pringle shall deliver 3,480,176 shares of Eftek, Corp. ("Shares" and
"Eftek") to John A. Casarow, Jr., Chapter 7 Trustee in Bankruptcy Case, No.
95-15625 ("Casarow"), no later than five (5) days following the entry of this
Order;
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3. that the Creditors shall promptly inform Casarow of the identity of
the proposed trustee of the "Creditors' Trust" as provided in the Motion
("Creditors' Trust Trustee"); the Creditors' Trust Trustee shall be selected by
the Creditors identified in the motion by a majority of the Creditors voting the
value of their claims. Each Creditor shall receive one vote for each dollar of
its claim.
4. Casarow shall deliver the Shares to the Creditors' Trust Trustee no
later than fifteen (15) days following the entry of this Order and/or receipt of
notice of the identity of the Creditors' Trust Trustee;
5. The Creditors' Trust Trustee shall sell the shares in accordance
with an exemption from registration pursuant to Rule 144 promulgated under the
Securities Act of 1933, as amended or any other applicable exemption from
registration. The Creditors' Trust Trustee shall have sole discretion to sell
the Shares for the best interest of the Creditors.
6. The Creditors' Trust Trustee shall hold the Shares under a limited
power of attorney to be executed and delivered by Pringle no later than five (5)
days following the entry of this Order. For all purposes including any tax
liability arising from the sale of the Shares, Pringle shall be the legal owner,
taxpayer and the responsible person in respect to such Shares.
7. The Creditors' Trust Trustee shall execute the power of attorney in
respect to the Shares for the benefit of the Creditors identified in the Motion.
8. The proceeds from the sale of the Shares shall be disbursed as
follows:
a. for the payment of federal and state income taxes arising from
the sale of the Shares including but not limited to any Chapter 7 bankruptcy
trustee fiduciary/administrative
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taxes, if any; taking into account any offsetting losses resulting from payments
toward discharge of loan guarantees. A reserve fund for taxes shall be created
and funds are to be set aside until tax arising from sale of shares and payment
of loan guarantees can be determined and taxes due are paid.
b. for the payment of the Creditors' Trust Trustee's commission in
the amount of six (6) per cent of the gross proceeds generated by the sale of
the Shares,
c. for the payment of any costs associated with the sale of Shares
and operation of the Creditors' Trust, including but not limited to, broker
attorney, and accountant fees and expenses,
d. after payments of all of the amounts identified in this
paragraph, the net proceeds generated by the sale of the Share shall be
disbursed as follows:
1. Casarow's Chapter 7 Trustee's commission as allowed by the
Bankruptcy Court,
2. Casarow's Chapter 7 Trustee's expenses including attorneys and
accountant fees and expenses as allowed by the Bankruptcy Court, and any Chapter
11 U.S. Trustee's fees and any Bankruptcy Court clerk fees and charges,
3. Up to five thousand dollars ($5,000.00) for the payment of fees and
expenses as allowed by the Bankruptcy Court for Stuart B. Donegan, Esquire, for
services and expenses as counsel for Pringle in the Chapter 7 and Chapter 11
cases; any amount allowed by Bankruptcy Court in excess of five thousand dollars
($5,000.00), shall be paid as a claim within the Creditors' Trust distributions,
and
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4. the remaining proceeds from the sale of the Shares shall be
distributed to the Creditors identified in the Motion and counsel for Pringle on
a pro rata basis, in accordance with the amounts listed for each Creditor and
the balance due to counsel for Pringle, as allowed by the Bankruptcy Court; for
purposes of distribution, the claims of the Creditors as identified in the
Motion shall be deemed allowed claims in the bankruptcy cases; the Creditors
shall receive all of the remaining proceeds from the sale of the Shares and
Pringle shall not receive any distribution.
9. GMAC Mortgage Company ("GMAC"), the holder of the first mortgages on
the residence real estate owned by Pringle, shall receive no distribution from
the sale of the Shares. The Pringle obligations owing to GMAC shall be paid by
Pringle.
10. Upon receipt of a combined aggregate of $250,000.00 by the
Creditors holding the remaining mortgages against the Debtors' residence (not
including GMAC), these Creditors shall satisfy the second and third mortgages.
If an aggregate $250,000.00 is not received by the three (3) Creditors which are
the holders of the second and third mortgages, the Creditors holding the second
mortgage shall hold a second mortgage on Pringle's residence, as measured by
their pro rata claims, in an aggregate amount of $250,000.00 less the aggregate
sums paid from the Creditors' Trust to these Creditors. Additionally, the
Creditor holding the third mortgage shall hold a third mortgage in an amount
measured by the original principal amount outstanding on such mortgage as of the
date of the Order approving this motion, less the amount paid from the
Creditors' Trust to this Creditor.
11. The delivery of the Shares from Pringle and the execution and
delivery of the required power of attorney shall release the bankruptcy estate
of Pringle from any further claim of the Creditors. The delivery of the Shares
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and the delivery of the Pringle power of attorney to the Creditors' Trust
Trustee shall release and discharge Casarow of his responsibilities as trustee
of the assets of Frank Pringle bankruptcy estate. Casarow shall be required to
complete the filing requirements of the Bankruptcy Code and the Directives of
the U.S. Trustee. The Shares and the residence real estate of Pringle shall be
deemed abandoned pursuant to Section 554 of the Bankruptcy Code, 11 U.S.C.
Section 554, effective upon the entry of this Order. The mortgages of the
holders of the second and third mortgages shall be deemed modified upon the
entry of this Order.
12. Pringle shall be responsible for the preparation and filing of the
Pringle federal and state tax returns for the years 1995, 1996, 1997 and
thereafter. Before filing any income tax return involving the sale of Eftek
shares, Pringle shall furnish a copy of the proposed return to Creditors' Trust
Trustee so the Creditors' Trust Trustee can determine how much should be paid
toward taxes as provided in paragraph 8.a. The Creditors' Trust Trustee shall
provide income tax information to Pringle during January of each calendar year,
commencing January 1998, during which the Shares remain unsold. The Creditors'
Trust Trustee shall determine the tax consequence of the sale of the Shares and
the allowance of losses and deductions arising from payments in discharge of
loan guarantees. The Creditors' Trust Trustee shall be permitted to utilize the
Pringle tax basis in determining the measurement of any tax due and take losses
arising from payments in discharge of loan guarantees. Pringle shall supply
within five (5) days of this Order all necessary tax information in respect to
the tax basis of the Shares.
13. Eftek, and its representatives including its stock transfer agent
and counsel shall take any and all actions and do all things necessary to enable
the Creditors Trust to sell and transfer the Shares. Such actions may include,
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but are not limited to causing the Eftek stock transfer agent to promptly
effectuate the requested transfers of the Shares and causing Eftek counsel to
promptly issue any opinions necessary to remove restrictions from, transfer or
otherwise satisfy Eftek's stock transfer agent in connection with the transfers
of the Shares in accordance with non-bankruptcy law.
14. Pringle and Casarow shall take all actions and do all things
necessary to enable the Creditors' Trust Trustee to carry out any sale of Shares
contained in the Creditors' Trust, and properly exercise the Creditors' Trust
Trustee's fiduciary duties; including, but not limited to, executing trust
documents, irrevocable stock proxies and providing all necessary tax
information.
15. The terms of this Order shall survive the closing of the bankruptcy
cases of Frank Pringle and Lois Pringle.
Dated: 3/5/97
/s/ Judith H. Wizmur
---------------------------------
JUDITH H. WIZMUR, U.S.B.J.
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Exhibit 2
PROXY
KNOW ALL PERSONS BY THESE PRESENTS, that the below named persons have
pursuant to an Order of the United States Bankruptcy Court for the District of
New Jersey ("Order"), transferred possession of 3,480,176 [whatever amount that
is on record with transfer agent 3/5/97 FGP] shares of Eftek Corp. common stock
("Shares") to a Creditors' Trust Trustee to take any and all necessary steps to
sell or otherwise legally transfer the Shares in accordance with the exemption
from registration requirements operative in respect to such Shares under the
Securities Act of 1933, as amended, including, but not limited to, Rule 144
thereunder with the proceeds from the sale or other legal transfer to be
distributed to the creditors of the undersigned in accordance with the Order.
The creditors have selected Robert Szwajkos to serve as Creditors'
Trust Trustee in accordance with the Order. The below named persons appoint
Robert Szwajkos, or his successor, as their sole and exclusive agent and proxy
in respect to the Shares standing in the name of the undersigned on the books of
Eftek Corp. The agent and proxy is authorized to act on behalf of the
undersigned in all matters that come before the shareholders of Eftek Corp. for
action, whether at a meeting of the shareholders or by written consent of the
shareholders in lieu of a meeting, in the same effect as if the undersigned were
personally acting. The agent and proxy shall exercise this power in the sole and
exclusive determination of the agent and proxy and is under no obligation to act
at the direction of the undersigned for benefit of the undersigned.
Any successor of the named agent and proxy shall act only after
appointment in accordance with the Order. No further action on the part of the
undersigned is necessary or required. Any third person relying upon the agent
and proxy's certification shall be fully protected in reliance of such
certification that this proxy is operative and that the agent and proxy is so
authorized to act.
This proxy shall be deemed to be coupled with an interest and the
authority represented by this proxy is irrevocable by the undersigned and shall
not terminate until all of the undersigned's Shares are sold until the passage
of seven years or, until vacated pursuant to Order of the United States
Bankruptcy Court, whichever first occurs.
IN WITNESS WHEREOF, the undersigned set their hand and seal this
day of March 1997.
SIGNED, SEALED AND DELIVERED
IN THE PRESENCE OF
________________________________ /s/ Frank G. Pringle (SEAL)
FRANK G. PRINGLE
SIGNED, SEALED AND DELIVERED
IN THE PRESENCE OF
/s/ Stuart B. Donegan, Esq. /s/ Lois E. Pringle (SEAL)
3-3-97 LOIS E. PRINGLE
9250-45103\439-2
