<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 4 to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ION LASER TECHNOLOGY, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
461909 20 2
(CUSIP Number)
CRAIGH LEONARD, ESQ.
RICHARDS & O'NEIL, LLP
885 THIRD AVENUE
NEW YORK, NEW YORK
10022
(212) 207-1200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 21, 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. / /
Check the following box if a fee is being paid with this statement / /.
Page 1 of 21
<PAGE>
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP NO. 461909 20 2
- ----- ------------------------------------
<S> <C> <C>
(1) Name of reporting persons............. LCO INVESTMENTS LIMITED
S.S. or I.R.S. identification Nos
of above persons......................
(2) Check the appropriate box if a (a) /X/
member of a group(see instructions)... (b) / /
(3) SEC use only..........................
(4) Source of funds (see instructions).... WC
(5) Check if disclosure of legal
proceedings is required pursuant to
items 2(d) or 2(e).................... / /
(6) Citizenship or place of
organization.......................... GUERNSEY, CHANNEL ISLANDS
Number of shares beneficially owned by each
reporting person with:
(7) Sole voting power..................... 1,820,092 (which includes 1,173,334
shares subject to purchase within 60
days upon the exercise of certain
options)
(8) Shared voting power .................. None
(9) Sole dispositive power................ 1,820,092 (which includes 1,173,334
shares subject to purchase within 60
days upon the exercise of certain
options)
</TABLE>
Page 2 of 21
<PAGE>
<TABLE>
<CAPTION>
CUSIP NO. 461909 20 2
- ----- ------------------------------------
<S> <C> <C>
(10) Shared dispositive power............ None
(11) Aggregate amount beneficially owned
by each reporting person............ 1,820,092 (which includes 1,173,334
shares subject to purchase within 60
days upon the exercise of certain
options)
(12) Check if the aggregate amount in
Row (11) excludes certain shares (see
instructions)....................... / /
(13) Percent of class represented by
amount in Row (11).................. 26.1%
(14) Type of reporting person (see
instructions)....................... CO
</TABLE>
Page 3 of 21
<PAGE>
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP NO. 461909 20 2
- ----- ----------------------------------
<S> <C> <C>
(1) Name of reporting persons........... THE ERSE TRUST
S.S. or I.R.S. identification Nos. of
above persons.......................
(2) Check the appropriate box if a (a) /X/
member of a group
(see instructions).................. (b) / /
(3) SEC use only........................
(4) Source of funds (see instructions).. Not Applicable
(5) Check if disclosure of legal
proceedings is required pursuant to
items 2(d) or 2(e).................. / /
(6) Citizenship or place of
organization........................ GUERNSEY, CHANNEL ISLANDS
Number of shares beneficially owned by each
reporting person with:
(7) Sole voting power................... None
(8) Shared voting power................. None
(9) Sole dispositive power.............. None
(10) Shared dispositive power............ None
</TABLE>
Page 4 of 21
<PAGE>
<TABLE>
<CAPTION>
CUSIP NO. 461909 20 2
- ----- ------------------------------------
<S> <C> <C>
(11) Aggregate amount beneficially owned
by each reporting person............ 1,820,092 (which includes 1,173,334
shares subject to purchase within 60
days upon the exercise of certain
options)
(12) Check if the aggregate amount in
Row (11) excludes certain shares
(see instructions).................. / /
(13) Percent of class represented by
amount in Row (11).................. 26.1%
(14) Type of reporting person (see
instructions)....................... 00 (Trust)
</TABLE>
The inclusion of The ERSE Trust in this Statement shall not be construed as
an admission that such party is, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, the beneficial owner of any securities covered by this
Statement.
Page 5 of 21
<PAGE>
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP NO. 461909 20 2
- ----- -------------------------------------
<S> <C> <C>
(1) Name of reporting persons........... CAP ADVISERS LIMITED
S.S. or I.R.S. identification Nos. of
above persons.......................
(2) Check the appropriate box if a (a) /X/
member of a group
(see instructions).................. (b) / /
(3) SEC use only........................
(4) Source of funds (see instructions).. Not Applicable
(5) Check if disclosure of legal 11
proceedings is required pursuant to
items 2(d) or 2(e).................. / /
(6) Citizenship or place of
organization........................ UNITED KINGDOM
Number of shares beneficially owned by each
reporting person with:
(7) Sole voting power................... None
(8) Shared voting power................. None
(9) Sole dispositive power.............. None
(10) Shared dispositive power............ None
</TABLE>
Page 6 of 21
<PAGE>
<TABLE>
<CAPTION>
CUSIP NO. 461909 20 2
- ----- -------------------------------------
<S> <C> <C>
(11) Aggregate amount beneficially owned
by each reporting person............ 1,820,092 (which includes 1,173,334
shares subject to purchase within 60
days upon the exercise of certain
options)
(12) Check if the aggregate amount in
Row (11) excludes certain shares
(see instructions).................. / /
(13) Percent of class represented by
amount in Row (11).................. 26.1%
(14) Type of reporting person (see
instructions)....................... CO
</TABLE>
The inclusion of CAP Advisers Limited in this Statement shall not be
construed as an admission that such party is, for purposes of Section 13(d) of
the Securities Exchange Act of 1934, the beneficial owner of any securities
covered by this Statement.
Page 7 of 21
<PAGE>
<TABLE>
<CAPTION>
CUSIP NO. 461909 20 2
- ----- -------------------------------------
<S> <C> <C>
(1) Names of reporting persons.......... RICHARD S. BRADDOCK
S.S. or I.R.S. identification
Nos. of above persons...............
(2) Check the appropriate box (a) /X/
if a member of a group
(see instructions).................. (b) / /
(3) SEC use only........................
(4) Source of funds (see
instructions)....................... PF
(5) Check if disclosure of legal
procedures is required pursuant to
items 2(d) or 2(e).................. / /
(6) Citizenship or place of
organization........................ UNITED STATES
Number of shares beneficially owned by each
reporting person with:
(7) Sole voting power................... 478,047 (which includes 308,333
shares subject to purchase within 60
days upon the exercise of certain
options)
(8) Shared voting power................. None
(9) Sole dispositive power.............. 478,047 (which includes 308,333
shares subject to purchase within 60
days upon the exercise of certain
options)
(10) Shared dispositive power............ None
</TABLE>
Page 8 of 21
<PAGE>
<TABLE>
<CAPTION>
CUSIP NO. 461909 20 2
- ----- -------------------------------------
<S> <C> <C>
(11) Aggregate amount beneficially owned
by each reporting person............ 478,047 (which includes 308,333
shares subject to purchase within 60
days upon the exercise of certain
options)
(12) Check if the aggregate amount in
Row (11) excludes certain shares
(see instructions).................. / /
(13) Percent of class represented by
amount in Row (11).................. 7.8%
(14) Type of reporting person
(see instructions).................. IN
</TABLE>
Page 9 of 21
<PAGE>
<TABLE>
<CAPTION>
CUSIP NO. 461909 20 2
- ----- -------------------------------------
<S> <C> <C>
(1) Names of reporting persons.......... ANTHONY M. PILARO
S.S. or I.R.S. identification
Nos. of above persons...............
(2) Check the appropriate box (a) /X/
if a member of a group
(see instructions)................... (b) / /
(3) SEC use only........................
(4) Source of funds (see
instructions)....................... Not Applicable
(5) Check if disclosure of legal
procedures is required pursuant to
items 2(d) or 2(e).................. / /
(6) Citizenship or place of
organization........................ IRELAND
Number of shares beneficially owned
by each reporting person with:
(7) Sole voting power................... None
(8) Shared voting power................. None
(9) Sole dispositive power.............. None
(10) Shared dispositive power............ None
(11) Aggregate amount beneficially owned
by each reporting person............ 1,820,092 (which includes 1,173,334
shares subject to purchase within 60
days upon the exercise of certain
options)
</TABLE>
Page 10 of 21
<PAGE>
<TABLE>
<CAPTION>
CUSIP NO. 461909 20 2
- ----- -------------------------------------
<S> <C> <C>
(12) Check if the aggregate amount
in Row (11) excludes certain shares
(see instructions).................. / /
(13) Percent of class represented by
amount in Row (11).................. 26.1%
(14) Type of reporting person
(see instructions).................. IN
</TABLE>
The inclusion of Anthony M. Pilaro in this Statement shall not be construed
as an admission that such person is, for purposes of Section 13(d) of the
Securities Exchange Act of 1934, the beneficial owner of any securities covered
by this Statement.
Page 11 of 21
<PAGE>
<TABLE>
<CAPTION>
CUSIP NO. 461909 20 2
- ----- -------------------------------------
<S> <C> <C>
(1) Names of reporting persons.......... RICHARD TREFZ
S.S. or I.R.S. identification
Nos. of above persons...............
(2) Check the appropriate box (a) /X/
if a member of a group
(see instructions).................. (b) / /
(3) SEC use only........................
(4) Source of funds (see
instructions)....................... PF
(5) Check if disclosure of legal
procedures is required pursuant to
items 2(d) or 2(e).................. / /
(6) Citizenship or place of
organization........................ UNITED STATES
Number of shares beneficially owned
by each reporting person with:
(7) Sole voting power.................... None
(8) Shared voting power.................. None
(9) Sole dispositive power............... None
(10) Shared dispositive power............. None
(11) Aggregate amount beneficially owned
by each reporting person............ 50,000
</TABLE>
Page 12 of 21
<PAGE>
(12) Check if the aggregate amount in
Row (11) excludes certain shares (see
instructions)....................... /X/
(13) Percent of class represented by
amount in Row (11).................. 0.9%
(14) Type of reporting person
(see instructions).................. IN
Page 13 of 21
<PAGE>
ION LASER TECHNOLOGY, INC. SCHEDULE 13D
AMENDMENT NO. 4
NOTE: This Amendment No. 4 amends a Statement on Schedule 13D filed on April
11, 1996, as amended by an Amendment No. 1 filed on December 6, 1996, by an
Amendment No. 2 filed on May 23, 1997, and by an Amendment No. 3 filed on
September 24, 1997 on behalf of LCO Investments Limited, The ERSE Trust, CAP
Advisers Limited, Richard S. Braddock, Anthony M. Pilaro and Richard Trefz.
This Amendment No. 4 is being filed to reflect (i) the addition of Richard
Trefz as a reporting person within this group, (ii) the deletion of Lynn B.
Barney as a reporting person within this group, (iii) the termination of a
carried interest in favor of Andrew Hofmeister in certain shares of Common Stock
held by LCO Investments Limited, and (iv) the granting by CAP Advisers Limited
to Richard Trefz of an option in certain shares of Common Stock and other
consideration in respect of consulting services. Items 2, 3, 4, 5 and 6 have
been amended accordingly. A cover page for Mr. Trefz has been added. The cover
page for Mr. Barney has been deleted.
Item 1. Identity and Background.
The first paragraph of Item 2 is amended and restated to read in its
entirety as follows:
This Statement is filed by a group comprised of LCO Investments Limited,
The ERSE Trust, CAP Advisers Limited, Richard S. Braddock, Anthony M. Pilaro
and Richard Trefz (each, a "Reporting Person").
The information disclosed in Item 2 regarding Lynn B. Barney is hereby
deleted.
The following paragraphs are added at the end of Item 2:
Richard Trefz (a) A person included within the group filing this
Statement is Mr. Richard Trefz ("Mr. Trefz").
(b) The business address of Mr. Trefz is 428 Wheatsheaf Road,
Springfield, Pennsylvania 19060.
Page 14 of 21
<PAGE>
(c) Mr. Trefz's principal occupation is to serve as the divisional Chief
Executive Officer of Inductotherm Industries, Inc. He is also a Director of
the Company.
(d) During the last five years, Mr. Trefz has not been convicted in any
criminal proceeding (excluding traffic violations and similar misdemeanors).
(e) During the last five years, Mr. Trefz has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which proceeding it or he 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.
(f) Mr. Trefz is a United States citizen.
Item 2. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended to delete all information with respect to
Lynn B. Barney. accordingly, the second paragraph and the last paragraph
of item 3 are deleted in their entirety.
Item 3 is hereby amended by adding the following paragraph at the end
thereof:
On November 25, 1997, CAP Advisers agreed to grant to Mr. Trefz options
to purchase 50,000 shares of Common Stock from CAP Advisers or its affiliate
at an exercise price of $4.00 per share.
Item 4. Purpose of Transactions
Item 4 is hereby amended to delete all information with respect to Lynn B.
Barney. Accordingly, (i) the second sentence of Item 4 is deleted in its
entirety, (ii) the reference to Mr. Barney in the third sentence of Item 4 is
deleted, and (iii) the last sentence of subparagraph (i) of Item 4 is deleted in
its entirety.
Item 4 is hereby further amended by adding the following sentences at
the end thereof:
Page 15 of 21
<PAGE>
On November 21, 1997, Richard Trefz ("Mr. Trefz") was elected as a
Director of the Company to replace Lynn B. Barney. On November 25, 1997, Mr.
Trefz and CAP Advisers agreed to the fundamental terms of an Agreement (the
"Trefz Consultancy Agreement"), which is discussed in Item 6 below. So long
as he is a Director, Mr. Trefz will have the power to influence the
management, strategies and conduct of the business and affairs of the
Company.
Item 5. Interest in Securities of the Issuer.
The first sentence of paragraph (a) of Item 5 is hereby amended and restated
to read in its entirety as follows:
As of the date hereof, LCO Investments directly holds and beneficially
owns 1,820,092 shares of Common Stock, which constitutes 26.1% of the
6,978,125 shares of Common Stock which are believed to be the total number
of shares of Common Stock outstanding on the date hereof (which includes
1,173,334 shares subject to purchase within 60 days upon the exercise by LCO
Investments of certain options).
The last sentence of the first paragraph of paragraph (a) of Item 5 is
hereby amended and restated to read in its entirety as follows:
After eliminating shares under common beneficial ownership, the group
owns an aggregate of 2,298,139 shares of Common Stock which constitutes
31.5% of the 7,286,458 shares outstanding (which includes the shares subject
to purchase within 60 days upon the exercise by LCO Investments and Mr.
Braddock of certain options).
The second paragraph of paragraph (b) of Item 5 is hereby deleted in its
entirety.
The last paragraph of paragraph (b) of Item 5 is amended and restated to
read in its entirety as follows:
The voting and dispositive power of LCO Investments, Mr. Braddock and
Mr. Trefz is set forth in the following table. CAP Advisers (Dublin Branch)
is the sole trustee of ERSE Trust, which wholly-owns LCO Investments. Mr.
Pilaro is the Chairman of
Page 16 of 21
<PAGE>
CAP Advisers. CAP Advisers, ERSE Trust and Mr. Pilaro are included in
this Statement because of such relationships, although CAP Advisers, ERSE
Trust and Mr. Pilaro do not have a right to vote or dispose of any shares
of Common Stock listed below with respect to LCO Investments. The
inclusion of CAP Advisers, ERSE Trust and Mr. Pilaro should not be
construed as an admission that any of such parties is, for the purposes
of Section 13(d) of the Securities Exchange Act of 1934, the beneficial
owner of any securities covered by this Statement.
<TABLE>
<CAPTION>
Sole
Name Sole Vote Shared Vote Disposition Shared Disposition
- --------------------------------------------------- ---------- ----------------- --------------- -----------------------
<S> <C> <C> <C> <C>
LCO Investments.................................... 1,820,092 0 1,820,092 0
Richard S. Braddock................................ 478,047 0 478,047 0
Richard Trefz...................................... 0 0 0 0
</TABLE>
The 1,820,092 shares of Common Stock listed in the above table for which
LCO Investments has sole voting power and sole dispositive power includes
1,173,334 shares subject to purchase within 60 days upon the exercise by LCO
Investments of certain options, as well as 50,000 shares subject to sale to
Mr. Trefz upon the exercise by Mr. Trefz of certain options. The 478,047
shares listed above with respect to Mr. Braddock includes 308,333 shares
subject to purchase within 60 days upon the exercise by Mr. Braddock of
certain options. Pursuant to the Trefz Consultancy Agreement, Mr. Trefz has
the option, exercisable within 60 days, to purchase 50,000 shares of Common
Stock from CAP Advisers or its affiliate.
The third paragraph of paragraph (c) of Item 5 is deleted in its entirety.
Item 5 is hereby further amended by adding the following paragraph at the
end of paragraph (c) thereof:
On November 25, 1997, CAP Advisers and Mr. Trefz agreed to the fundamental
terms of the Trefz Consultancy Agreement. Pursuant to that agreement, CAP
Adviser grants to Mr. Trefz options to purchase 50,000 shares of Common Stock
from CAP Advisers or an affiliate at $4.00 per share.
Paragraph (d) is amended and restated in its entirety to read as follows:
Page 17 of 21
<PAGE>
No person other than LCO Investments is known to have the right to receive
or the power to direct the receipt of dividends from or the proceeds from the
sale of, the shares of Common Stock and options acquired by LCO Investments
under the Purchase Agreement, the May 1997 Purchase Agreement, and through open
market and other purchases, except as described in Item 6 below with respect to
Mr. Braddock and Mr. Trefz.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Item 6 is hereby amended by deleting the last two paragraphs thereof
with respect to Andrew Hofmeister and his carried interest described therein in
certain shares of Common Stock held by LCO Investments and by adding the
following paragraph at the end of Item 6:
Pursuant to the Trefz Consultancy Agreement, (i) CAP Advisers will pay
Mr. Trefz a consulting fee at the rate of $50,000 per annum, (ii) CAP
Advisers grants Mr. Trefz an option to purchase 50,000 shares of Common
Stock from CAP Advisers or its affiliate at an exercise price of $4.00 per
share, and (iii) Mr. Trefz agrees to provide consulting services to CAP
Advisers and certain designated entities with respect to their investment in
the Company. The Trefz Consultancy Agreement is terminable by either CAP
Advisers or Mr. Trefz on 30 days prior written notice to the other party.
Item 7. Material to be Filed as Exhibits.
Exhibit G, previously filed, the Irrevocable Voting Proxy of Mr. Barney
appointing LCO Investments, is hereby deleted in its entirety.
Exhibit Q, which appears on pages 20 through 21 of this Amendment No. 4, is
a Joint Filing Agreement among LCO Investments, ERSE Trust, CAP Advisers,
Richard S. Braddock, Anthony M. Pilaro and Richard Trefz.
Page 18 of 21
<PAGE>
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: November 26, 1997
LCO INVESTMENTS LIMITED
By: /s/ Craigh Leonard
-----------------------------------
Craigh Leonard, Attorney-in-Fact
THE ERSE TRUST
By: /s/ Craigh Leonard
-----------------------------------
Craigh Leonard, Attorney-in-Fact
CAP ADVISERS LIMITED
By: /s/ Craigh Leonard
-----------------------------------
Craigh Leonard, Attorney-in-Fact
/s/ Richard S. Braddock
-----------------------------------
Richard S. Braddock
/s/ Craigh Leonard
-----------------------------------
Anthony M. Pilaro, by
Craigh Leonard, Attorney-in-Fact
/s/ Richard Trefz
-----------------------------------
Richard Trefz
Page 19 of 21
<PAGE>
JOINT FILING AGREEMENT AMONG
LCO INVESTMENTS LIMITED, THE ERSE TRUST,
CAP ADVISERS LIMITED, RICHARD S. BRADDOCK,
ANTHONY M. PILARO AND RICHARD TREFZ
AGREEMENT, dated as of November 26, 1997, among LCO Investments Limited, The
ERSE Trust, CAP Advisers Limited, Richard S. Braddock, Anthony M. Pilaro and
Richard Trefz.
W I T N E S S E T H:
WHEREAS, in accordance with Rule 13d-1(f) under the Securities and Exchange
Act of 1934 (the "Act"), only one Statement and any amendments thereto need be
filed whenever two or more persons are required to file such a Statement or any
amendments thereto pursuant to Section 13(d) of the Act with respect to the same
securities, provided that said persons agree in writing that such Statement or
any amendments thereto is filed on behalf of them.
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto agree as follows:
LCO Investments Limited, The ERSE Trust, CAP Advisers Limited, Richard S.
Braddock, Anthony M. Pilaro and Richard Trefz do hereby agree, in accordance
with Rule 13d-1(f) under the Act, to file an Amendment No. 4 to Schedule 13D
relating to their ownership of the Common Stock of Ion Laser Technology, Inc.,
and do hereby further agree that said Amendment shall be filed on behalf of each
of them.
LCO INVESTMENTS LIMITED
By: /s/ Craigh Leonard
-----------------------------------
Craigh Leonard Attorney-in-Fact
THE ERSE TRUST
By: /s/ Craigh Leonard
-----------------------------------
Craigh Leonard, Attorney-in-Fact
Page 20 of 21
<PAGE>
CAP ADVISERS LIMITED
By: /s/ Craigh Leonard
-----------------------------------
Craigh Leonard, Attorney-in-Fact
/s/ Richard S. Braddock
-----------------------------------
Richard S. Braddock
/s/ Craigh Leonard
-----------------------------------
Anthony M. Pilaro, by
Craigh Leonard, Attorney-in-Fact
/s/ Richard Trefz
-----------------------------------
Richard Trefz
Page 21 of 21
