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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. 1)*
CONTINENTAL AMERICAN TRANSPORTATION, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
210836 20 1
(CUSIP Number)
FAHAD ALMUBARAK WITH A COPY TO:
RANA INVESTMENT COMPANY RAYMOND L. MOSS, ESQ.
P.O. BOX 60148 SIMS MOSS KLINE & DAVIS LLP
RIYADH 11545 SUITE 1800, 400 NORTHPARK TOWN CENTER
SAUDI ARABIA ATLANTA, GEORGIA 30328
011-966-146-26262 (770) 481-7200
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
DECEMBER 31, 1996
(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.
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13D
CUSIP No. 210836 20 1
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS:
Rana Investment Company
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(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) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: Kingdom of Saudi Arabia
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NUMBER OF 7 SOLE VOTING POWER: 2,676,159
SHARES ----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: NONE
OWNED BY ----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 2,676,159
REPORTING ----------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER: NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,676,159
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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): 34.7%
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14 TYPE OF REPORTING PERSON: IV
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ITEM 1. SECURITY AND ISSUER.
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This Statement relates to shares of the common stock of Continental
American Transportation, Inc. (the "Issuer"). The Issuer has its principal
executive offices at 495 Lovers Lane Road, Calhoun, Georgia.
ITEM 2. IDENTITY AND BACKGROUND.
-----------------------
This Statement is filed by the following:
(a) Rana Investment Company ("Rana"), a corporation organized under
the laws of the Kingdom of Saudi Arabia with its principal offices located at
P.O. Box 60148, Riyadh 11545, Kingdom of Saudi Arabia. Rana's principal
businesses are investment management for others and the management of its own
portfolio consisting principally of debt securities, equity securities and
rights and options relating thereto.
(b) RIC Investment Fund Ltd. ("RIC"), an exempted company organized
under the laws of the Cayman Islands with its principal offices located at c/o
Rana Investment Company, P.O. Box 60148, Riyadh 11545, Kingdom of Saudi Arabia.
RIC is a private investment company with a portfolio consisting principally of
debt securities, equity securities and rights and options relating thereto.
Rana acts as the investment manager with respect to RIC's portfolio and has
authority to vote all equity securities held beneficially by RIC.
During the past five years, none of the entities listed above or any
of the persons shown on Schedules A and B attached hereto has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors), or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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On or about March 19, 1996 and April 2, 1996 (the "Closing Date"),
respectively, RIC and Rana each purchased a convertible promissory note (the
"Convertible Notes") in the principal amount of $700,000 and $1,420,000,
respectively, that by their terms are convertible in one or more elections into
Issuer's common stock at a price per share equal to the lesser of (i) 80% of the
Market Price (as defined herein) as of the date of conversion, or (ii) 120% of
the Market Price as of the Closing Date for each of RIC and Rana. Market Price
is defined as the average closing bid price of the shares of common stock of the
issuer for the preceding five (5) trading days. Each of Rana and RIC elected to
convert portions of their Convertible Notes several times from July 1996 through
December 1996, with substantially all of such having been sold. However, Issuer
has refused to honor conversion election notices sent by Rana and RIC with
respect to their remaining shares subject to the Convertible Notes (783,582 and
1,847,375 shares, respectively), made during December 1996. Rana and RIC have
retained legal counsel to seek to enforce their rights under the terms of the
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Convertible Notes or to seek damages for breach by Issuer of its obligations
under the Convertible Notes.
The funds used to acquire the Convertible Notes were taken from the
working capital, including equity contributions and earnings from operations, of
Rana and RIC. Certain of the shares described in Item 5 below, if and when
issued, will have been issued upon conversion of the Convertible Notes.
In the event Rana determines itself to purchase, or to cause RIC to
purchase, additional shares of Issuer stock, it is currently contemplated that
they will use their respective working capital. As of the date of this
Statement, no arrangements with third parties have been made with respect to
financing the acquisition of additional Issuer shares.
ITEM 4. PURPOSE OF TRANSACTION.
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Rana and RIC acquired the Convertible Notes and Issuer shares for
investment in the ordinary course of their businesses consistent with the belief
that the value of the Convertible Notes and Issuer shares would exceed their
respective purchase prices within a reasonable time period. Rana may elect
itself or cause RIC to acquire additional shares of Issuer stock or to sell
shares. Any such determination may be based on a number of factors, including
whether Issuer ultimately honors Rana's and RIC's conversion elections, the
continued attractiveness of investment in Issuer shares at then prevailing
market prices, the number of shares that are available for purchase, the price
or prices thereof, general market conditions and other similar factors.
While Rana reserves the right to develop plans or proposals in the
future regarding the following items, at the present time none of the persons
identified in response to Item 2 of this Statement have any plans or proposals
which relate to or would result in any of the following:
(1) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(2) Sale or transfer of a material amount of assets of the Issuer or
of any of its subsidiaries;
(3) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(4) Any material change in the present capitalization or dividend
policy of the Issuer;
(5) Any other material change in the Issuer's business or corporate
structure;
(6) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
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(7) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or cease to be authorized to be quoted in an inter-
dealer quotation system of a registered national securities association;
(8) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or
(9) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
Under the rules and regulations of the Securities and Exchange
Commission ("SEC"), Rana may be deemed to be the beneficial owner of a total of
2,676,159 shares of Issuer common stock, representing approximately 34.7% of the
issued and outstanding shares of the Issuer. Of these shares, 1,891,766 shares
(approximately 24.5% of outstanding shares) are owned directly by Rana and
784,393 shares (approximately 10.2% of outstanding shares) are owned directly by
RIC. Rana currently has sole power to direct the voting and disposition of the
shares of Issuer stock held by Rana and by RIC.
The percentages of outstanding shares of Issuer stock set out in the
preceding paragraph are computed based on a total of 5,074,615 shares of Issuer
stock indicated as currently outstanding in the Issuer's Prospectus dated
February 6, 1997 filed with the SEC pursuant to Rule 424(b), increased by the
2,630,957 shares subject to the conversion elections by Rana and RIC that have
not been honored by the Issuer (for a total outstanding of 7,705,572 shares).
During the period beginning 60 days prior to December 31, 1996 and
through the date of filing of this Statement, the parties filing this Statement
delivered conversion notices with respect to and otherwise engaged in the
transactions with respect to the numbers of shares indicated below on the dates
and at the indicated transaction prices per share:
NO. OF SHARES PRICE
DATE PARTY PURCHASED/(SOLD) PER SHARE
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10/31/96 RIC Investment Fund Ltd. 8,803* $ 1.136
RIC Investment Fund Ltd. (8,800) $ 1.7042
11/13/96 RIC Investment Fund Ltd. 3,472* $ 1.44
RIC Investment Fund Ltd. (3,400) $ 1.7206
11/14/96 RIC Investment Fund Ltd. 10,563* $ 1.42
RIC Investment Fund Ltd. (10,000) $ 1.72
11/25/96 RIC Investment Fund Ltd. 4,950* $ 1.01
RIC Investment Fund Ltd. (5,000) $ 1.355
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12/30/96 Rana Investment Company 354,838** $ 0.620
12/31/96 Rana Investment Company 1,492,537** $ 0.670
RIC Investment Fund Ltd. 783,582** $ 0.670
01/15/97 Rana Investment Company (5,000) $ 1.88649
* Conversion notices that were honored.
** Conversion notices that have not been honored.
All purchases were of original issue shares directly from the Issuer, while all
sales were effected through brokers in open market transactions via the National
Association of Securities Dealers, Inc. Electronic Bulletin Board.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
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TO SECURITIES OF THE ISSUER.
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Except as described in this Statement, the parties filing this
Statement are not parties to any contract, arrangement, understanding or
relationships with any other person with respect to shares of Issuer stock,
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, divisions of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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Filed as exhibits hereto are the following:
7.1 Agreement Regarding Joint Filing between Rana Investment Company
and RIC Investment Fund Ltd.
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SIGNATURES
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.
Rana Investment Company
Date: May 1, 1997 By: /s/ Mazen Hassounah
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Name: Mazen Hassounah
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Title: Deputy General Manager
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RIC Investment Fund Ltd.
Date: May 1, 1997 By: /s/ Mazen Hassounah
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Name: Mazen Hassounah
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Title: Director
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SCHEDULE A
The following persons are the directors and/or executive officers of
Rana Investment Company.
NAME AND PRINCIPAL OCCUPATION OR
BUSINESS ADDRESS EMPLOYMENT AND CITIZENSHIP
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Fahad A. Almubarak General Manager
P.O. Box 60148 Rana Investment Company
Riyadh 11545 Kingdom of Saudi Arabia
Kingdom of Saudi Arabia
Mazen Hassounah Deputy General Manager
P.O. Box 60148 Rana Investment Company
Riyadh 11545 Kingdom of Saudi Arabia
Kingdom of Saudi Arabia
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SCHEDULE B
The following persons are the directors and/or executive officers of
RIC Investment Fund Ltd.
NAME AND PRINCIPAL OCCUPATION OR
BUSINESS ADDRESS EMPLOYMENT AND CITIZENSHIP
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Fahad A. Almubarak General Manager
P.O. Box 60148 Rana Investment Company
Riyadh 11545 Kingdom of Saudi Arabia
Kingdom of Saudi Arabia
Mazen Hassounah Deputy General Manager
P.O. Box 60148 Rana Investment Company
Riyadh 11545 Kingdom of Saudi Arabia
Kingdom of Saudi Arabia
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EXHIBIT INDEX
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Sequential
Exhibit Page Number
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7.1 Agreement Regarding Joint Filing between Rana 11
Investment Company and RIC Investment Fund Ltd.
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EXHIBIT 7.1
AGREEMENT REGARDING JOINT FILING
The undersigned agree that a Schedule 13D, and any amendments thereto
that may be required, shall be filed jointly on behalf of the undersigned and
any other person or entity who may hereafter file together with them in any
required amendment, when and if required under provisions of the Securities
Exchange Act of 1934 or rules or regulations of the Securities and Exchange
Commission thereunder.
Rana Investment Company
Date: May 1, 1997 By: /s/ Mazen Hassounah
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Name: Mazen Hassounah
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Title: Deputy General Manager
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RIC Investment Fund Ltd.
Date: May 1, 1997 By: /s/ Mazen Hassounah
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Name: Mazen Hassounah
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Title: Director
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