1. NAME OF REPORTING PERSONS, S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Carl W. Dinger III
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS
Personal Funds of the Reporting Person
5. CHECK BOX IF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
/ /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
7. SOLE VOTING POWER
186,166 (see Item 5)
8. SHARED VOTING POWER
0 (see Item 5)
9. SOLE DISPOSITVE POWER
186,166 (see Item 5)
10. SHARED DISPOSITIVE POWER
0 (see Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
186,166
12. CHECK BOX IF THE AGGREGATE EXCLUDES CERTAIN SHARES
/ /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.78%
14. TYPE OF REPORTING PERSON
IN
MATERIAL CHANGES AS OF MARCH 6, 2000 PURSUANT TO CFR 240.13d-2(a)
BY REPORTING PERSON CARL W. DINGER III SINCE LAST 13D-AMENDMENT
FILED OCTOBER 9, 1998:
ITEM 5: INTEREST IN THE SECURITES OF THE ISSUER
In 1998, the Reporting Person and the Issuer agreed to a formal
arrangement whereby the Reporting Person is acting as a consultant to the
Issuer regarding certain matters for compensation. Additionally, in 1998, the
Reporting Person and the Issuer signed an option for the duration of the
agreement giving the Issuer the right but not the obligation to buy the
Reporting Person's shares of the Issuer's stock. The Reporting Person further
agreed to vote his shares with the recommendation of the Board of Directors on
all matters brought before the shareholders at large.
On March 6, 2000, the Reporting Person and the Issuer reached agreements
regarding a continuation of the 1998 arrangement under modified terms. The
reporting person will purchase from the Issuer approximately 227,500 shares of
newly issued restricted common stock at $2.50 per share, (a price above the
average market price over the last thirty (30) days). The purchase will result
in the Reporting Person owning approximately 11.99% of the Issuer's outstanding
common stock for investment purposes. In accordance with the agreement, the
funding and issuance of the shares will occur within sixty (60) days
of March 6, 2000, the date of the agreement. Furthermore, the Reporting Person
and the Issuer have agreed to extend the Reporting Person's consulting
arrangement with the Issuer for four (4) years beginning with the end of the
1998 agreement. The Reporting Person has also granted the Issuer an option on
his holdings giving the Issuer the right but not the obligation to purchase the
Reporting Person's shares over the four-year period. The Reporting Person has
also agreed to vote his shares with the recommendation of the Board of
Directors of the Issuer on all matters brought before the shareholders at large.
Other than the purchase described above, the Reporting Person has agreed not to
increase or decrease his position in the Issuer during the option period.
Except as described above, the Reporting Person has no plans which relate
to or which would involve any of the matters described in subparagraphs (a)
through (j) of Item 4 of Form 13D.
