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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)*
THE EASTWIND GROUP, INC.
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(NAME OF ISSUER)
Common Stock
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(TITLE OF CLASS OF SECURITIES)
277 837 100
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(CUSIP NUMBER)
Alexander Elder, P.O. Box 374, Richmond House, St. Annes Place St. Peter Port,
Guernsey, Channel Island 01481 71 3667
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
June 14, 1996
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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 [ ].
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1: and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
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).
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CUSIP No. 277 837 100 SCHEDULE 13D Page of Pages
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(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Clifton Capital Ltd., a B.V.I. company as holding company for a
common law discretionary settlement, Davera Fidelity Co., Ltd of
Gibraltar, Trustee
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(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
(3) SEC Use Only
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(4) SOURCE OF FUNDS*
Working Capital
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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
Territory of the British Virgin Islands
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(7) Sole Voting Power
Number of 200,000 shares of common stock
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 200,000 shares of common stock
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(10) Shared Dispositive Power
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
200,000 shares of common stock
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(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
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(13) Percent of Class Represented by Amount in Row (11)
10%
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(14) Type of Reporting Person*
HC
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*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.
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INSTRUCTIONS FOR COVER PAGE
(1) Names and Social Security Numbers of Reporting Persons - Furnish the
full legal name of each person for whom the report is filed - i.e., each
person required to sign the schedule itself - including each member of a
group. Do not include the name of a person required to be identified in
the report but who is not a reporting person. Reporting persons are
also requested to furnish their Social Security or I.R.S. identification
numbers, although disclosure of such numbers is voluntary, not mandatory
(see "Special Instructions for Complying with Schedule 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held
as a member of a group and such membership is expressly affirmed, please
check row 2(a). If the membership in a group is disclaimed or the
reporting person describes a relationship with other persons but does
not affirm the existence of a group, please check row 2(b) [unless a
joint filing pursuant to Rule 13d-1(f)(1) in which case it may not be
necessary to check row 2(b)].
(3) The 3rd row is for SEC internal use; please leave blank.
(4) Classify the source of funds or other consideration used or to be used
in making purchases as required to be disclosed pursuant to Item 3 of
Schedule 13D and insert the appropriate symbol (or symbols if more than
one is necessary in row (4):
<TABLE>
<CAPTION>
CATEGORY OF SOURCE SYMBOL
<S> <C>
Subject Company (Company whose securities are being acquired).. SC
Bank........................................................... BK
Affiliate (of reporting person)................................ AF
Working Capital (of reporting person).......................... WC
Personal Funds (of reporting person)........................... PF
Other.......................................................... OO
</TABLE>
(5) If disclosure of legal proceedings or actions is required pursuant to
either Items 2(d) or 2(e) of Schedule 13D, row 5 should be checked.
(6) Citizenship or Place of Organization - Furnish citizenship if the named
reporting person is a natural person. Otherwise, furnish place of
organization. (See Item 2 of Schedule 13D).
(7)-(11), (13) Aggregate Amount Beneficially Owned by Each Reporting Person,
etc. - Rows (7) through (11) inclusive, and (13) are to be completed in
accordance with the provisions of Item 5 of Schedule 13D. All
percentages are to be rounded off to nearest tenth (one place after
decimal point).
(12) Check if the aggregate amount reported as beneficially owned in row (11)
does not include shares which the reporting person discloses in the
report but as to which beneficial ownership is disclaimed pursuant to
Rule 13d-4 [17 CFR 240.13d-4] under the Securities Exchange Act of
1934.
(14) Type of Reporting Person - Please clarify each "reporting person"
according to the following breakdown and place the appropriate symbol
(or symbols, i.e., if more than one is applicable, insert all
applicable symbols) on the form:
<TABLE>
<CAPTION>
CATEGORY SYMBOL
<S> <C>
Broker-Dealer............................................... BD
Bank........................................................ BK
Insurance Company........................................... IC
Investment Company.......................................... IV
Investment Adviser.......................................... IA
Employee Benefit Plan, Pension Fund, or Endowment Fund...... EP
Parent Holding Company...................................... HC
Corporation................................................. CO
Partnership................................................. PN
Individual.................................................. IN
Other....................................................... OO
</TABLE>
NOTES:
Attach as many copies of the second part of the cover page as are needed, one
reporting person per page.
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Filing persons may, in order to avoid unnecessary duplication, answer items on
the schedules (Schedule 13D, 13G, or 14D-1) by appropriate cross references to
an item or items on the cover page(s). This approach may only be used where the
cover page item or items provide all the disclosure required by the schedule
item. Moreover, such a use of a cover page item will result in the item
becoming a part of the schedule and accordingly being considered as "filed" for
purposes of Section 18 of the Securities Exchange Act or otherwise subject to
the liabilities of the section of the Act.
Reporting persons may comply with their cover page filing requirements by filing
either completed copies of the blank forms available from the Commission,
printed or typed facsimiles, or computer printed facsimiles, provided the
documents filed have identical formats to the forms prescribed in the
Commission's regulations and meet existing Securities Exchange Act rules as to
such matters as clarity and size (Securities Exchange Act Rule 12b-12).
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D
Under Sections 13(d) and 23 of the Securities Exchange Act of 1934 and the rules
and regulations thereunder, the Commission is authorized to solicit the
information required to be supplied by this schedule by certain security holders
of certain issuers.
Disclosure of the information specified in this schedule is mandatory, except
for Social Security or I.R.S. identification numbers, disclosure of which is
voluntary. The information will be used for the primary purpose of determining
and disclosing the holdings of certain beneficial owners of certain equity
securities. This statement will be made a matter of public record. Therefore,
any information given will be available for inspection by any member of the
public.
Because of the public nature of the information, the Commission can utilize it
for a variety of purposes, including referral to other governmental authorities
or securities self-regulatory organizations for investigatory purposes or in
connection with litigation involving the federal securities laws or other civil,
criminal or regulatory statements or provisions. Social Security or I.R.S.
identification numbers, if furnished, will assist the Commission in identifying
security holders and, therefore in promptly processing statements of beneficial
ownership of securities.
Failure to disclose the information requested by this schedule, except for
Social Security or I.R.S. identification numbers may result in civil or criminal
action against the persons involved for violation of the federal securities laws
and rules promulgated thereunder.
GENERAL INSTRUCTIONS
A. The item numbers and captions of the items shall be included but the
text of the items is to be omitted. The answers to the items shall be
so prepared as to indicate clearly the coverage of the items without
referring to the text of the items. ANSWER EVERY ITEM. If an item is
inapplicable or the answer is in the negative, so state.
B. Information contained in exhibits to the statements may be incorporated
by reference in answer or partial answer to any item or sub-item of the
statement unless it would render such answer misleading, incomplete,
unclear or confusing. Matter incorporated by reference shall be clearly
identified in the reference by page, paragraph, caption or otherwise. An
express statement that the specified matter is incorporated by reference
shall be made at the particular place in the statement where the
information is required. A copy of any information or a copy of the
pertinent pages of a document containing such information which is
incorporated by reference shall be submitted with this statement as an
exhibit and shall be deemed to be filed with the Commission for all
purposes of the Act.
C. If the statement is filed by a general or limited partnership,
syndicate, or other group, the information called for by Items 2-6,
inclusive, shall be given with respect to (i) each partner of such
general partnership; (ii) each partner who is denominated as a general
partner or who functions as a general partner of such limited
partnership; (iii) each member of such syndicate or group; and
(iv) each person controlling such partner or member. If the statement
is filed by a corporation or if a person referred to in (i), (ii),
(iii) or (iv) of this Instruction is a corporation, the information
called for by the above mentioned items shall be given with respect to
(a) each executive officer and director of such corporation; (b) each
person controlling such corporation; and (c) each executive officer and
director of any corporation or other person ultimately in control of
such corporation.
ITEM 1. SECURITY AND ISSUER
State the title of the class of equity securities to which this
statement relates and the name and address of the principal executive offices of
the issuer of such securities.
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ITEM 2. IDENTITY AND BACKGROUND
If the person filing this statement or any person enumerated in Instruction
C of this statement is a corporation, general partnership, limited partnership,
syndicate or other group of persons, state its name, the state or other place
of its organization, its principal business, the address of its principal
business, the address of its principal office and the information required by
(d) and (e) of this Item. If the person filing this statement or any person
enumerated in Instruction C is a natural person, provide the information
specified in (a) through (f) of this Item with respect to such person(s).
(a) Name;
(b) Residence or business address;
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in
which such employment is conducted;
(d) Whether or not, during the last five years, such person has been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) and, if so, give the dates, nature of
conviction, name and location of court, and penalty imposed, or
other disposition of the case;
(e) Whether or not, during the last five years, such person was
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; and, if so, identify and
describe such proceedings and summarize the terms of such
judgment, decree or final order; and
(f) Citizenship.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
State the source and the amount of funds or other consideration used or to
be used in making the purchases, and if any part of the purchase price is or
will be represented by funds or other consideration borrowed or otherwise
obtained for the purpose of acquiring, holding, trading or voting the
securities, a description of the transaction and the names of the parties
thereto. Where material, such information should also be provided with respect
to prior acquisitions not previously reported pursuant to this regulation. If
the source of all or any part of the funds is a loan made in the ordinary
course of business by a bank, as defined in Section 3(a)(6) of the Act, the
name of the bank shall not be made available to the public if the person at the
time of filing the statement so requests in writing and files such request,
naming such bank, with the Secretary of the Commission. If the securities were
acquired other than by purchase, describe the method of acquisition.
ITEM 4. PURPOSE OF TRANSACTION
State the purpose of purposes of the acquisition of securities of the
issuer. Describe any plans or proposals which the reporting persons may have
which relate to or would result in:
(a) The acquisition by any person of additional securities of the issuer, or
the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization of liquidation, involving the issuer or any of
its subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number of
term of directors or to fill any existing vacancies on the
board;
(e) Any material change in the present capitalization or dividend policy
of the issuer;
(f) Any other material change in the issuer's business or corporate
structure including but not limited to, if the issuer is a
registered closed-end investment company, any plans or proposals to
make any changes in its investment policy for which a vote is
required by section 13 of the Investment Company Act of 1940;
(g) 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;
(h) Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of
the Act; or
(j) Any action similar to any of those enumerated above.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) State the aggregate number and percentage of the class of
securities identified pursuant to Item 1 (which may be based on the
number of securities outstanding as contained in the most recently
available filing with the Commission by the issuer unless the
filing person has reason to believe such information is not
current) beneficially owned (identifying those shares which there
is a right to acquire) by each person named in Item 2. The above
mentioned information should also be furnished with respect to
persons who, together with any of the persons named in Item 2,
comprise a group within the meaning of Section 13(d)(3) of the Act;
(b) For each person named in response to paragraph (a), indicate the
number of shares as to which there is sole power to vote or to
direct the vote, shared power to vote or to direct the vote, sole
power to dispose or to direct the disposition, or shared power to
dispose or to direct the disposition. Provide the applicable
information required by Item 2 with respect to each person with
whom the power to vote or to direct the vote or to dispose or
direct the disposition is shared;
(c) Describe any transactions in the class of securities
reported on that were effected during the past sixty days or since
the most recent filing on Schedule 13D (Section 240.13d-191),
whichever is less, by the persons named in response to paragraph
(a).
Instruction. The description of a transaction required by Item
5(c) shall include, but not necessarily be limited to: (1) the
identity of the person covered by Item 5(c) who effected the
transaction; (2) the date of the transaction; (3) the amount of
securities involved; (4) the price per share or unit; and (5)
where and how the transaction was effected.
(d) If any other person 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, such securities, a statement to that effect should be
included in response to this item and, if such interest relates to
more than five percent of the class, such person should be
identified. A listing of the shareholders of an investment company
registered under the Investment Company Act of 1940 or the
beneficiaries of an employee benefit plan, pension fund or
endowment fund is not required.
(e) If applicable, state the date on which the reporting person
ceased to be the beneficial owner of more than five percent of
the class of securities.
Instruction. For computations regarding securities which represent
a right to acquire an underlying security, see Rule 13d-3(d)(1)
and the note thereto.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Describe any contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such
persons and any person with respect to any securities of the issuer, including
but not limited to transfer or voting of any of the securities, finder's fees
joint ventures, loan or option arrangements, put or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies,
naming the persons with whom such contracts, arrangements, understandings or
relationships have been entered into. Include such information for any of the
securities that are pledged or otherwise subject to a contingency the occurrence
of which would give another person voting power or investment power over such
securities except that disclosure of standard default and similar provisions
contained in loan agreements need not be included.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following shall be filed as exhibits: copies of written agreements
relating to the filing of joint acquisition statements as required by Rule
13d-1(f) (Section 240.13d-1(f) and copies of all written agreements, contracts,
arrangements, understandings, plans or proposals relating to (1) the borrowing
of funds to finance the acquisition as disclosed in Item 3; (2) the
acquisition of issuer control, liquidation, sale of assets, merger, or change
in business or corporate structure or any other matter as disclosed in Item 4;
and (3) the transfer or voting of the securities, finder's fees, joint
ventures, options, puts, calls, guarantees of loans, guarantees against loss
or of profit, or the giving or withholding of any proxy as disclosed in Item 6.
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.
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Date Signature
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Name/Title
6 6 of 7
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The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
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Item 1 Security and Issuer
Common stock. 100 Four Falls Corporate Center, Suite 305, West
Conshohocken, PA.
Item 2. Identity and Background.
(1) The filer is Clifton Capital Ltd., a B.V.I. Co., as holding
company for a common law discretionary settlement, Davera Fidelity Co, Ltd. of
Gibraltar, trustee. Its principal business is fiduciary, and its principal
address is P. O. Box 26, Douglas, Isle of Man, IM99 1BE, British Isles.
During the last five years, neither the filer nor the trustee has been
convicted in any criminal proceedings, as defined in the General Instructions.
During the last five years neither the filer nor the trustee has been subject to
a judgement decree or final order enjoining violations of, or relating to, the
federal or state securities laws.
(2) Identity and Background as to Alexander Elder, President of
Clifton Capital, Ltd.
(a) Alexander Elder
(b) Richmond House, St. Anne's Place, St. Peter Port, Guernsey,
GY1 2NU.
(c) Company Director.
(d) During the last five years Alexander Elder has no criminal
convictions.
(e) During the last five years Alexander Elder was not a party
to a civil proceeding of a judicial or administrative body
of competent jurisdiction.
(f) British.
(3) Item 2 as to David Moorhouse, President of Davera Fidelity Co.,
Ltd.
(a) David Moorhouse.
(b) 11 Myrtle Street, Douglas, Isle of Man, IM1 1ED, British
Isles.
(c) Chartered Accountant.
(d) No criminal convictions.
(e) No civil proceedings.
(f) British citizen.
Item 3. Source and Amount of Funds or Other Considerations.
The source of these funds, $1.2 million, is working capital of the
beneficial owner.
Item 4. Purpose of Transaction.
The transaction constitutes an investment in the registrant.
Item 5. Interest in Securities of the issuer.
The filer acquired 200,000 shares of common stock of the issuer which
represents approximately 10% of the outstanding shares.
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Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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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.
Date: July 22, 1996 /s/ ALEXANDER ELDER
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Alexander Elder, President
Clifton Capital, Ltd.
July 22, 1996 /s/ DAVID MOORHOUSE
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David Moorhouse, President
Davera Fidelity Co., Ltd.
