UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
LAHAINA ACQUISITIONS, INC.
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
507275105
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(CUSIP Number)
Michael G. Platner, Esq., Gunster, Yoakley, Valdes-Fauli & Stewart, P.A.
500 East Las Olas Blvd.,Suite 1400,
Fort Lauderdale, Florida 33394 (954) 462-2000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
__________________________________________________
May 27, 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 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).
The Exhibit Index is located on page 5.
Page 1 of 5
SEC 1746 (12-91)
<PAGE>
SCHEDULE 13D
CUSIP No. 507275105 Page 2 of 5 Pages
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<TABLE>
<CAPTION>
<S> <C>
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1 | NAME OF REPORTING PERSON
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
| PAXFORD INVESTMENTS, S.A.
|
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
|
| N/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)
|
| N/A
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6 | CITIZENSHIP OR PLACE OF ORGANIZATION
|
| THE BAHAMAS |
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Number of | 7 SOLE VOTING POWER 750,000
Shares |------------------------------------------------------------------------------
Beneficially | 8 SHARED VOTING POWER 0
Owned by |------------------------------------------------------------------------------
Each | 9 SOLE DISPOSITIVE POWER 750,000
Reporting |------------------------------------------------------------------------------
Person | 10 SHARED DISPOSITIVE POWER 0
With |
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11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 750,000
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12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
| 0
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13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| 75.26%
|
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14 | TYPE OF REPORTING PERSON*
|
| CO
|
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</TABLE>
*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
<PAGE>
Item 1. Security and Issuer
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Common Stock, no par value, Lahaina Acquisitions, Inc.
5459 South Iris Street
Littleton, Colorado 80123
Item 2. Identity and Background
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a. This statement is being filed by Paxford Investments, S.A., a corporation
organized in The Bahamas
b. Peek Building., George Street, Nassau, Bahamas N8160.
(principal business and office address)
c. The corporation was formed for the purpose of investing in or acquiring
control of other corporations.
d. Not applicable
e. Not applicable
f. Not applicable
Item 3. Source and Amount of Funds or Other Conditions
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On May 23, 1997, Paxford Investments, S.A. ("Paxford") became the
beneficial owner of 750,000 shares of Common Stock of Lahaina Acquisitions, Inc.
("Lahaina") as a result of a Stock Purchase Agreement (the "Agreement") in which
Paxford acquired Seven Hundred and Fifty Thousand (750,000) shares of Lahaina
Common Stock from Philip J. Davis (selling 366,667 shares), John C. Lee (selling
366,667 shares), and Charles C. Van Gundy (selling 16,666 shares). All of the
issued and outstanding stock of Lahaina purchased pursuant to the Agreement were
purchased for One Hundred and Twenty-Five Thousand and No/100 Dollars ($125,000)
cash from Paxford's working capital.
Item 4. Purpose of Transaction
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The purpose of the acquisition is to direct Lahaina in a manner to enable
it, subject to approvals by government and all applicable parties, to effect a
share exchange, tender offer or similar transaction with a targated Canadian
corporation, currently trading on the Canadian Dealing Network, upon
consummation of the Agreement.
(a) Following the acquisition, Lahaina intends to undertake an
acquisition of a Canadian corporation, either (i) through a simultaneous
amalgamation between the Canadian corporation, a wholly owned subsidiary of the
Lahaina (the "Subsidiary") and Lahaina, whereby the Canadian shareholders will
Page 3 of 5
<PAGE>
exchange their shares for shares of Lahaina; (ii) by Lahaina making a tender
offer to all the shareholders of the Canadian corporation, offering to exchange
their shares for shares of Lahaina; or (iii) by a similar transaction whereby
the Canadian corporation will become a wholly owned subsidiary.
(b) As a consequence of whichever transaction, if any, is used under (a)
above, the issued and outstanding shares of Lahaina may conceivably be increased
from Nine Hundred and Ninety-Six Thousand, Five Hundred (996,500) issued and
outstanding shares to at least Two Million (2,000,000) issued and outstanding
shares with the additional shares resting with the Canadian shareholders. The
effect of the transaction, if completed, will be that the shareholders of the
Canadian corporation will control a majority of the shares of Lahaina, while
Paxford and the current Lahaina shareholders will hold a minority interest in
Lahaina.
(c) There is no sale of a material amount of the assets of Lahaina.
(d) Lahaina has accepted the resignations of the Board of Directors, as
of May 27, 1997, consisting of Philip J. Davis, John C. Lee and Charles C. Van
Gundy and appointed Graham Cooper, Ivy Lynn Cassar and John Burrow, all of whom
are affiliated with Paxford, to serve on Lahaina's Board of Directors, effective
May 27, 1997.
(e) There is no material change in the present capitalization or
dividend policy of Lahaina.
(f) There is no other material change in Lahaina's business or corporate
structure.
(g) There are no changes in Lahaina's charter, bylaws or instruments
corresponding thereto or any other actions which may impede the acquisition of
control of Lahaina by any person.
(h) The securities of Lahaina will not cease to be authorized to be
quoted in the NASDAQ inter-dealer quotation system.
(i) No class of securities of Lahaina will become eligible for
termination of registration.
(j) Pursuant to the Agreement, the Board of Directors of Lahaina, as of
May 23, 1997, have accepted the return of, and canceled, 380,000 Class A
Warrants issued to Philip J. Davis, 380,000 Class A Warrants issued to John C.
Lee and 40,000 Class A Warrants issued to Charles C. Van Gundy and accepted the
return of, and canceled, 380,000 Class B Warrants issued to Philip J. Davis,
380,000 Class B Warrants issued to John C. Lee and 40,000 Class B Warrants
issued to Charles C. Van Gundy. In addition, the Board of Directors, as of May
30, 1997, authorized the redemption of all outstanding Class A and Class B
warrants of Lahaina.
Page 4 of 5
<PAGE>
Item 5. Interest in Securities of Issuer (as of May 27, 1997)
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Number of Percentage
Shares Ownership
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a. Paxford Investments, S.A. 750,000 75.26%
b. Paxford Investments, S.A. has sole voting and investment power with
respect to 750,000 shares.
c. Not applicable.
d. Graham M. Cooper, as the sole shareholder and a director of Paxford
Investments, S.A., has the power to direct the receipt of dividends from,
or the proceeds from the sale of, the 750,000 shares of Lahaina.
e. Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
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Securities of the Issuers
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See Items 3 and 4 above.
Item 7. Material to be Filed as Exhibits
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1) Stock Purchase Agreement, by and between Paxford Investments, S.A. and
Philip J. Davis, John C. Lee and Charles C. Van Gundy, executed May 23, 1997.
2) 1991 Warrant Agreement, incorporated by reference from Exhibit 28.3 of
Lahaina's Registration Statement on Form 10 (File No. 0-27480), as filed with
the Commission on December 29.
Signature
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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.
June 3, 1997
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Date
PAXFORD INDUSTRIES, S.A.
By: /s/ Graham Cooper
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Graham Cooper, President
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