<PAGE> 1
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
MicroTel International, Inc.
(Name of Issuer)
Common Stock, $.0033 par value
(Title of Class of Securities)
59514K209
(CUSIP Number)
Thomas P. Gallagher, Esq., Gallagher, Briody & Butler
212 Carnegie Center, Suite 402, Princeton, New Jersey 08540
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
MAY 16, 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 [].
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> 2
SCHEDULE 13D
CUSIP No. 59514K209
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Carmine T. Oliva
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) []
3 SEC USE ONLY
4 SOURCE OF FUNDS (see instructions)
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS []
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,345,796
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 498,994
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,345,796
WITH 10 SHARED DISPOSITIVE POWER
498,994
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,844,790
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See Instructions) []
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.33%
14 TYPE OF REPORTING PERSON
IN
2
<PAGE> 3
SCHEDULE 13D
CUSIP No. 59514K209
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Capital Source Partners
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) []
3 SEC USE ONLY
4 SOURCE OF FUNDS (see instructions)
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS []
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
NUMBER OF 7 SOLE VOTING POWER
SHARES - 0 -
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY - 0 -
EACH 9 SOLE DISPOSITIVE POWER
REPORTING - 0 -
PERSON 10 SHARED DISPOSITIVE POWER
WITH - 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
- 0 -
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See Instructions) []
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
PN
3
<PAGE> 4
SCHEDULE 13D
CUSIP No. 59514K209
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Samuel J. Oliva
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) []
3 SEC USE ONLY
4 SOURCE OF FUNDS (see instructions)
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS []
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF 7 SOLE VOTING POWER
SHARES 706,441
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY - 0 -
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 706,441
PERSON 10 SHARED DISPOSITIVE POWER
WITH - 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
706,441
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See Instructions) []
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.25%
14 TYPE OF REPORTING PERSON
IN
4
<PAGE> 5
This Amendment No. 1 amends and supplements the Schedule 13D
jointly filed on April 4, 1997 by Capital Source Partners, Carmine T. Oliva, and
Samuel J. Oliva with respect to the common stock, $.0033 par value of MicroTel
International, Inc., reported therein.
Item 2 Identity and Background.
Item 2 is hereby amended and supplemented to add the
following:
(a) This statement is being filed jointly by Carmine T. Oliva,
individually, Samuel J. Oliva, individually (collectively the "Olivas"), and
Capital Source Partners ("CSP"), a New Jersey partnership. CSP directly owned,
as of April 4, 1997, 2,406,358 shares of the Issuer's outstanding common stock
(the "Shares") and, as of the date of filing, owns no Shares. Carmine T. Oliva
directly owned 1,345,796 Shares and may have been deemed to beneficially own an
additional 2,406,358 Shares on April 4, 1997. As of the date of filing, Carmine
T. Oliva now directly owns 1,345,796 Shares, owns another 417,105 Shares jointly
with his wife Georgeann, and may be deemed to beneficially own another 81,889
Shares held individually by his wife, Georgeann. Samuel J. Oliva directly owned
280,617 Shares and may have been deemed to beneficially own an additional
425,824 Shares as of April 4, 1997. As of the date of filing, Samuel J. Oliva
now directly owns 706,441 Shares.
Item 3 Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and supplemented to add the
following:
Subsequent to the consummation of the Merger, the Issuer
issued an additional 2,000,000 Shares of common stock. Thus, there are currently
approximately 11,296,276 Shares of the Issuer's common stock outstanding.
Item 4 Purpose of Transaction.
Item 4 is hereby amended and supplemented to add the
following:
(a) On May 13, 1997, CSP, pursuant to the terms of an
Agreement Dissolving General Partnership (the "Dissolution Agreement"), a copy
of which is attached as Exhibit 3 to this Amendment to Schedule 13D, agreed to
dissolve their Partnership, effective as of the close of business on the date
that consents of a majority in interest of the Partners was obtained, which was
May 13, 1997.
5
<PAGE> 6
Pursuant to the terms of the Dissolution Agreement, on or
about May 16, 1997, the 2,406,358 aggregate Shares of the Issuer's outstanding
common stock were distributed to each General Partner of CSP, according to his,
her or its percentage interest in the partnership.
Accordingly, as of May 16, 1997, the date of the transfer of
Shares, CSP no longer owns any Shares of the Issuer, Carmine T. Oliva directly
owns 1,345,796 Shares and, together with his wife, Georgeann, jointly and/or
beneficially owns 498,994 Shares, for a total aggregate ownership of 1,844,790
Shares, and Samuel J. Oliva directly owns 706,441 Shares.
Item 5 Interest in Securities of the Issuer.
Item 5 is hereby amended and supplemented to add the
following:
(a) With the consummation of both the Merger and the
Regulation S transaction, there are 11,296,276 Shares of the Issuer's Common
Stock outstanding. Pursuant to the terms of the Dissolution Agreement, CSP no
longer owns any Shares of the Issuer's common stock. Carmine T. Oliva directly
owns 1,345,796 Shares, owns 417,105 Shares jointly with his wife, Georgeann
Oliva and may be deemed to beneficially own another 81,889 Shares, held
individually by his wife Georgeann, being 1,844,790 Shares in the aggregate or
16.33%. Samuel J. Oliva directly owns 706,441 Shares, or 6.25%.
(b) Carmine T. Oliva jointly owns 417,105 Shares with his
wife, Georgeann Oliva, and may be deemed to beneficially own another 81,889
Shares, held individually by his wife, Georgeann, and thus shares voting and
dispositive powers regarding the same.
(c) Other than the Shares acquired in the Merger and pursuant
to the Dissolution Agreement, CSP and the Olivas did not effect any transactions
in the Common Stock of the Issuer during the past sixty (60) days.
(d) Not applicable.
(e) CSP ceased to be a beneficial owner of the Shares on
May 16, 1997.
6
<PAGE> 7
Item 6 Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Item 6 is hereby amended and supplemented to add the following
information:
See Item 4.
Item 7 Material to be Filed as Exhibits.
Item 7 is hereby amended and supplemented to add the following
information:
Exhibit 3 - Agreement Dissolving General Partnership
(certain exhibits and attachments omitted).
7
<PAGE> 8
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: May 22, 1997 /s/ Carmine T. Oliva
--------------------
Carmine T. Oliva
8
<PAGE> 9
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: May 22, 1997 /s/ Samuel J. Oliva
---------------------
Samuel J. Oliva
9
<PAGE> 10
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: May 22, 1997 /s/ Carmine T. Oliva
-----------------------------
Carmine T. Oliva, Former
Managing Partner of Dissolved
Capital Source Partners
10
<PAGE> 1
Exhibit 3
AGREEMENT DISSOLVING GENERAL PARTNERSHIP
THIS AGREEMENT is made as of May 13, 1997, by and between CARMINE T.
OLIVA, residing at 80 Brandywyne Drive, Florham Park, New Jersey 07932 (the
"Managing General Partner") and the individuals identified as General Partners
of Capital Source Partners, a New Jersey general partnership, on Exhibit A
annexed hereto, and made a part hereof.
ARTICLE I. RECITALS
DESCRIPTION OF PARTNERSHIP
1.01 The Managing General Partner and a majority of the General Partners
(collectively referred to as the "Partners" and listed on Exhibit A annexed
hereto) have been and now are all of the Partners of a business engaged in all
lawful purposes authorized under New Jersey law under the firm name of Capital
Source Partners ("CSP") at 4290 East Brickell Street, Ontario, California 91761.
PARTNERSHIP AGREEMENT
1.02 The Partners entered into the Partnership and have continued in
partnership under the provisions of a written agreement dated December 7, 1992
("Partnership Agreement"), a copy of which is attached to this Agreement as
Exhibit B and incorporated by reference in this Agreement.
DESIRE TO DISSOLVE
1.03 Pursuant to Section 13.1(a) of the Partnership Agreement, the
Partners now desire to dissolve the Partnership and liquidate its affairs
pursuant to a plan by which the Managing General Partner sells all of the assets
of the Partnership and distributes to the Partners any proceeds remaining after
the payment of all liabilities of the Partnership.
ARTICLE II. DISSOLUTION
EFFECTIVE DATE
2.01 The Partners agree to dissolve their Partnership, effective at the
close of business on the date that consents of a majority in interest of the
Partners is obtained, and shall thereafter promptly liquidate and wind-up the
affairs of the Partnership.
<PAGE> 2
NOTICE OF DISSOLUTION
2.02 The Partners shall cause a notice of the dissolution to be published
at least once in a newspaper of general circulation in all counties in New
Jersey where the Partnership business has been regularly carried on.
TERMINATION OF BUSINESS
2.03 Except for the purpose of carrying out the winding up and liquidation
of the business of the Partnership, no Partner shall transact any further
business nor incur any further obligations on behalf of the Partnership after
the date of this Agreement.
CERTIFICATE OF DISSOLUTION
2.04 The Partners shall cause a Certificate of Dissolution to be filed
with the County Clerk in each county in New Jersey where the Partnership has
filed any statement or certificate pertaining to its use of any business name or
trade name.
ARTICLE III. LIQUIDATION
ACCOUNTING
3.01 Immediately following the dissolution of the Partnership, the
Partners shall cause an accounting to be made of all of the assets, liabilities,
and net worth of the Partnership as of the effective date of the dissolution.
DISCLOSURE
3.02 Except as disclosed in the books and records of the Partnership, each
of the Partners represents and warrants that he, she or it had not previously
contracted any liability that can or may charge the Partnership or the other
party, nor has he, she or it received or discharged any of the credits, moneys,
or effects of the Partnership.
SETTLING ACCOUNTS
3.03 On completion of the accounting, the Partners shall pay all of the
liabilities of the Partnership, although the Managing General Partner may
maintain an appropriate reserve in the amount he determines for any contingent
liability until the contingent liability is satisfied. Any balance of the
reserve shall be distributed together with any other sum remaining after payment
of the outstanding Partnership liabilities to the Partners as their interest
appears on Exhibit A.
2
<PAGE> 3
APPOINTMENT OF LIQUIDATING PARTNER
3.04 The Managing General Partner is appointed as the liquidating partner
to carry out the terms and conditions of the Agreement.
INSPECTION OF BOOKS AND RECORDS
3.05 Each Partner shall have the right, directly or through his, her or
its representative, at all reasonable times, to examine the books and pertinent
records of the Partnership to establish and enforce his, her or its rights under
this Agreement.
ARTICLE IV. CONSTRUCTION PROVISIONS
GOVERNING LAW
4.01 This Agreement shall be governed by and construed in accordance with
the laws of New Jersey.
OTHER INSTRUMENTS
4.02 The Partners covenant and agree that they will execute any other
instruments and documents that are or may become necessary or convenient to
carry out this Agreement.
HEADINGS
4.03 The headings used in this Agreement are used for administrative
purposes only and are not to be considered in construing the terms of this
Agreement.
PARTIES BOUND
4.04 This Agreement shall be binding on, and inure to the benefit of, the
Partners and their respective heirs, executors, administrators, legal
representatives, successors, and permitted assigns.
STRICT CONSTRUCTION
4.05 This Agreement shall not be strictly construed against any Partner.
SEVERABILITY
4.06 If any provision of this Agreement shall for any reason be held
invalid, illegal, or unenforceable in any respect, that invalidity, illegality,
or unenforceability shall not affect any other provision of this Agreement, and
this Agreement shall be
3
<PAGE> 4
construed as if the invalid, illegal, or unenforceable provision had never been
contained in this Agreement.
COUNTERPARTS
4.07 This Agreement may be executed in any number of counterparts and each
of the counterparts shall for all purposes be deemed to be an original.
PRIOR AGREEMENTS SUPERSEDED
4.08 This Agreement supersedes any prior understandings or written or oral
agreements between the Partners respecting the subject matter of this Agreement,
including the Partnership Agreement, to the extent that the understanding or
agreement conflicts with any provision contained in this Agreement.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES
4.09 The representations and warranties set forth in this Agreement shall
be continuous and shall survive the taking of any accounting and the dissolution
and winding-up of the Partnership as contemplated by this Agreement.
Dated: May 13, 1997 MANAGING GENERAL PARTNER
/s/ Carmine T. Oliva
-----------------------------------
Carmine T. Oliva
GENERAL PARTNERS:
See Attached Consents
4
<PAGE> 5
EXHIBIT A
<TABLE>
<CAPTION>
Name of % Interest in
General Partner General Partnership
--------------- -------------------
<S> <C>
Mary L. & Hugh Gillespie 1.7015%
Sandra Farndell 4.2878%
Bill Y. Wong .2041%
S. Fujii .6806%
Robert B. Runyon 4.0836%
Andrew M. Wallerstein .3403%
Albert F. Ford III, Trustee for 3.6072%
Albert F. Ford II Trust
David A. Barrett 3.6072%
David A. Barrett, Trustee for .2722%
Albert F. Ford, III Trust
David A. Barrett, Trustee for .2722%
William A. Ford Trust
David A. Barrett, Trustee for .2722%
David A. Barrett, Jr. Trust
David A. Barrett, Trustee for .2722%
Elizabeth C. Barrett Trust
David A. Barrett, Trustee for .2722%
Jennifer P. Barrett Trust
Samuel J. Oliva 17.695%
Ronald P. and Betty J. Oliva 3.6072%
Carmine T. and Georgann Oliva 17.334%
Graham Jeffries .1361%
Gallant Thein .6806%
Leslie Group, Inc. 3.0627%
Louis Bernat 1.3612%
Richard Gesoff 1.0209%
William J. and Bevelry J. .3403%
Miller
Philip M. Colicchio .2382%
</TABLE>
5
<PAGE> 6
<TABLE>
<CAPTION>
Name of % Interest in
General Partner General Partnership
--------------- -------------------
<S> <C>
William S. Papazian .2382%
Kevin M. Briody 1.3612
Ralph S. Mason, III Trustee .3403%
Ralph S. Mason Unified Credit
Trust
Hillel Weinberger 1.8376%
Word-Tronics Corporation 1.3612%
Dina Partners 3.4030%
John & Virginia Connolly .3403%
Ralph S. Mason, III .3403%
Mason, Briody, Gallagher & .6806%
Taylor
Morningstar Associates II 3.4030%
Thomas P. Gallagher 3.0627%
Russell E. Froelich 3.4030%
Gerald Unterman 4.6009%
Richard Childs .8167%
David A. Barrett, Trustee for .0680%
Andrew A. Ford Trust
Lee Javitch 1.0209%
Norman B. Lipsett .5104%
Donald L. Horton .6806
Lee Javitch, Trustee for the .5104%
Indenture of Trust of Norman B.
Lipsett, Trust
Michael Baldwin .442%
Howard Baldwin .442%
Charlotte P. Levine 1.7015%
Georgeann Oliva 3.403%
Jason A. Oliva .6806%
</TABLE>
6
