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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. ___ )
E-Z Serve Corporation
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
269-329-108
(CUSIP Number)
Thomas A. Huser, Esq.
Quadrant Management, Inc.
720 Fifth Avenue
New York, New York 10019
(212) 977-3507
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 1, 1998/August 26, 1998
(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 that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or
13d-1(g), check the following box ___.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
Page 1 of 8 Pages
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CUSIP NO. 269-329-108 13D Page 2 of 8 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
Evansville Limited, not applicable
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER (a) ___
OF A GROUP (b) ___
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS N.A.
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ___
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
- --------------------------------------------------------------------------------
NUMBER 7 SOLE VOTING POWER 0 shares*
OF -----------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER None
OWNED -----------------------------------------------------
BY
EACH 9 SOLE DISPOSITIVE POWER 0 shares*
REPORTING -----------------------------------------------------
PERSON
WITH 10 SHARED DISPOSITIVE POWER None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ___
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON CO
- --------------------------------------------------------------------------------
*See Item 5.
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CUSIP NO. 269-329-108 13D Page 3 of 8 Pages
Item 1. Security and Issuer.
This Statement on Schedule 13D (the "Statement"), filed with
respect to events that occurred on June 1, 1998 and August 26, 1998, relates to
shares of Common Stock, par value $0.01 per share, of E-Z Serve Corporation, a
Delaware corporation (the "Common Stock" and the "Issuer", respectively), whose
principal executive offices are located at 2550 North Loop West, Suite 600,
Houston, Texas 77092.
Item 2. Identity and Background.
This Statement is filed by Evansville Limited ("Evansville").
Evansville and Intercontinental Mining & Resources Limited ("IMR"), a company
in which Evansville holds an indirect minority interest, were the beneficial
owners of certain of the Issuer's securities. For purposes of General
Instruction C to Schedule 13D, Evansville may be deemed to be controlled by the
Phyllis Quasha Revocable Trust (the "Trust"). Phyllis Grant Quasha ("Mrs.
Quasha"), as the settlor of the Trust, may be deemed to control the Trust.
Exhibit A sets forth the name, place of organization,
principal business, address of principal business and address of principal
office of Evansville.
The name, citizenship, business address and present principal
occupation or employment of each executive officer and director of Evansville,
as well as the name, principal business and address of the corporation or other
organization in which such occupation or employment is conducted, are set forth
in Exhibit B.
During the five years prior to the date hereof, neither
Evansville nor, to the best of its knowledge, any executive officer or director
of Evansville, (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction, as a
result of which such person 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.
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CUSIP NO. 269-329-108 13D Page 4 of 8 Pages
Item 3. Source and Amount of Funds or Other Consideration
Inapplicable.
Item 4. Purpose of Transaction.
Inapplicable.
Item 5. Interest in Securities of the Issuer.
(a)&(b) The Issuer had a total of 69,351,530 shares of Common
Stock issued and outstanding as of May 5, 1998.
As of June 1, 1998, Evansville beneficially owned 7,262,422
shares of Common Stock and IMR, a subsidiary of NAR Group Limited (in which
Evansville holds a minority interest), beneficially owned warrants to acquire
230,400 shares of Common Stock (the "Warrants"). Pursuant to Rule 13d-3,
Evansville as of June 1, 1998 may have been deemed to beneficially own an
aggregate of 7,492,822 shares of Common Stock. Pursuant to Rule 13d-3(d)(1)(i),
such 7,492,822 shares of Common Stock constituted an aggregate of approximately
10.8% of the outstanding Common Stock. For purposes of Section 13(d), Evansville
may have been deemed to have sole power to vote and dispose of, or to direct the
voting and disposition of, the securities referred to in this paragraph.
(c) Pursuant to a Letter Agreement (the "Letter Agreement")
dated June 1, 1998 by and among Evansville, Richemont Finance S.A.
("Richemont"), NAR Group Limited ("NAR") and Alan Grant Quasha, Mrs. Quasha's
son ("Mr. Quasha"), NAR transferred to Richemont, Evansville and Mr. Quasha, the
shareholders of NAR, certain of its holdings of cash, Common Stock and the
common stock of certain other corporations in a transaction involving a pro rata
dividend granted by NAR to its shareholders and a redemption by NAR of its
shares of preferred stock held by Richemont. An aggregate of 14,731,080 shares
of Common Stock were distributed by NAR to Richemont, Evansville and Mr. Quasha.
Richemont received 7,365,540 shares of Common Stock, Evansville received
7,262,422 shares of Common Stock and Mr. Quasha received 103,118 shares of
Common Stock.
On August 26, 1998, Evansville sold all of the Common Stock
held by it to EBC Merger Sub Corp. for $0.60 per share in cash and IMR sold the
Warrants for $0.59 in cash per each share subject to the Warrants, such that
Evansville no longer beneficially owns 5% or more of the outstanding Common
Stock. Other than the transactions described herein, no transactions in the
shares of Common Stock have been
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CUSIP NO. 269-329-108 13D Page 5 of 8 Pages
effected during the past 60 days by Evansville or any of the persons named in
Exhibit B.
(d) Inapplicable.
(e) On August 26, 1998, upon consummation of the transactions
described in subsection 5(c) above, Evansville ceased to be the beneficial owner
of more than five percent of the Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Neither Evansville nor, to the best of its knowledge, any
executive officer or director thereof, has any contract, arrangement,
understanding or relationship with one or more security holders of the Issuer or
others with respect to the purchase, holding, voting or disposition of shares of
Common Stock or other securities of the Issuer which are convertible or
exercisable into such shares. Each of such persons reserves the right to enter
into any such contract, arrangement, understanding or relationship in the
future.
Item 7. Material to be Filed as Exhibits.
Exhibit A: Name, place of organization, principal business,
address of principal business and address of principal office of Evansville.
Exhibit B: Name, citizenship, business address and present
principal occupation or employment of each executive officer and director of
Evansville, as well as the name, principal business and address of the
corporation or other organization in which such occupation or employment is
conducted.
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CUSIP NO. 269-329-108 13D Page 6 of 8 Pages
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: September 9, 1998
EVANSVILLE LIMITED
By: /s/ THOMAS A. HUSER
-------------------------
Thomas A. Huser, its
Attorney-In-Fact
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CUSIP NO. 269-329-108 13D Page 7 of 8 Pages
EXHIBIT A
Name: Evansville Limited
- -----
Place of Organization: British Virgin Islands
- ----------------------
Principal Business: a holding company
- -------------------
Address of Principal P.O. Box 438
Business: Road Town, Tortola
- -------------------- British Virgin Islands
Address of Principal P.O. Box 438
Office: Road Town, Tortola
- -------------------- British Virgin Islands
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CUSIP NO. 269-329-108 13D Page 8 of 8 Pages
EXHIBIT B
EVANSVILLE LIMITED
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Business Position Principal
Name with Company Occupation Address
- -------- -------------- ------------ --------------
F.M.C. Director Corporate P.O. Box 650
Limited Director Road Town, Tortola
British Virgin
Islands
S.C.S. Director Corporate P.O. Box 650
Limited Director Road Town, Tortola
British Virgin
Islands
Insiger Secretary Corporate Agent P.0. Box 438
Corporate Road Town, Tortola
Services British Virgin
(B.V.I.) Islands
Limited
</TABLE>
