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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. 4)*
CREDIT DEPOT CORPORATION
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(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
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Title of Class of Securities)
225324409
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(CUSIP Number)
JONATHAN B. REISMAN, ESQ., 5100 TOWN CENTER CIRCLE, SUITE 330,
BOCA RATON, FLORIDA 33486, (561) 361-9300
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
JUNE 5, 1998
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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 / /.
*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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SCHEDULE 13D
CUSIP NO. 225324409
PAGE 2 OF 9 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE GLOBAL OPPORTUNITY FUND LIMITED
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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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
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7 SOLE VOTING POWER
NUMBER OF
SHARES 6,253,999
BENEFICIALLY
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OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON
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WITH 9 SOLE DISPOSITIVE POWER
6,253,999
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,253,999
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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)
52.5%
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14 TYPE OF REPORTING PERSON*
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER
The title of the class of equity securities to which this statement and
the name and address of the principal executive offices of the issuer of such
securities ("Credit Depot") is as follows:
Common Stock, $.001 par value per share (the "Shares")
Credit Depot Corporation
Wachovia Center
Suite 700
Gainesville, Georgia 30501
ITEM 2. IDENTITY AND BACKGROUND
The person filing this statement is The Global Opportunity Fund Limited
(the "Reporting Person"). The Reporting Person was organized in the Bahamas and
is primarily engaged in the business of investing, reinvesting, owning, holding
and trading in securities. The address of the Reporting Person's principal
business and principal office is c/o MeesPierson Fund Services (Bahamas)
Limited, Charlotte House, P. O. Box N-9204, Nassau, Bahamas.
The name, residence or business address, present principal occupation
or employment, and the name, principal business and address of any corporation
or other organization in which such employment is conducted by (a) each
executive officer and director of the Reporting Person; (b) each person
controlling the Reporting Person; and (c)each executive officer and director of
any corporation or other person ultimately in control of the Reporting Person
(all such natural persons hereinafter collectively referred to as the "Natural
Persons") is as follows:
Heiko H. Thieme
1370 Avenue of the Americas
New York, New York 10019
Mr. Thieme is the Chief Executive Officer of The American Heritage
Fund, Inc. (an investment company), American Heritage Growth Fund, Inc. (an
investment company), Thieme Fonds International (an investment company), Thieme
Consulting, Inc. (a consulting company), Thieme Securities, Inc. (a securities
broker-dealer), American Heritage Management Corp. (an investment advisor),
Thieme Asset Management S.A. (an investment advisor), Thieme Associates, Inc.
(an investment advisor) and the Reporting Person. The principal business address
of each such corporation
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other than the Reporting Person, Thieme Fonds International ("TFI") and Thieme
Asset Management S.A. is 1370 Avenue of the Americas, New York, New York 10019.
Mr. Thieme is the Chairman of the Board of Directors of Credit Depot whose
principal business address is set forth in the response to Item 1 of this
Schedule 13D. The principal business address of the Reporting Person is set
forth in the response to this Item 2 of this Schedule 13D. The principal
business address of Thieme Asset Management S.A. and TFI is 2, Place de Metz
L-1930, Luxembourg. Mr. Thieme is a citizen of Germany.
Peter R. C. Stockfisch
International Management Consulting
Babendiekstrasse 27B
22587 Hamburg, Germany
Mr. Stockfisch is the owner of International Management Consulting
which provides consulting services.
Raymond Wicki
von Graffenried AG
Markgass-Passage 3
CH-3000 Bern 7, Switzerland
Mr. Wicki is the Managing Director of von Graffenried AG
which is a bank. Mr. Wicki is a member of the Board of Directors
of TFI and is a citizen of Switzerland.
Heinz Vogeli
VPM Verwaltungs AG
Therwilerstrasse 10
4103 Bottmingen
Switzerland
The present principal occupation or employment of Mr. Vogeli and the
name, principal business and address of any corporation or other organization in
which such employment is conducted is Executive Vice President of VPM
Verwaltungs AG ("VPM") which provides investment management services. Mr. Vogeli
is a citizen of Switzerland.
During the last five years, neither the Reporting Person nor, to the
best of the knowledge of the Reporting Person, any of the Natural Persons was
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
During the last five years, neither the Reporting
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Person, nor to the best of the knowledge of the Reporting Person, any of the
Natural Persons 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Person paid an aggregate of $2,026,974 from its corporate
funds for the purchase of the securities issued by Credit Depot held by it
referred to in Item 5 hereof. No part of the purchase price was represented by
funds or other consideration borrowed or otherwise obtained for the purpose of
acquiring, holding, trading or voting of such securities.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the purchases of the securities issued by Credit Depot
by the Reporting Person was to acquire such securities for investment. The
Reporting Person may, in the future, seek to acquire additional Shares for other
purposes although the Reporting Person has no present intention of acquiring any
additional securities for purposes other than for investment.
Except as hereinafter set forth and except upon conversion or exercise
of the securities of Credit Depot owned by the Reporting Person or other persons
referred to in this paragraph, neither the Reporting Person nor, to the best of
the Reporting Person's knowledge, any of the other persons referred to in the
response to Item 2 hereof has any plans or proposals which relate to or would
result in:
(a) The acquisition by any person of additional securities issued by
Credit Depot or the disposition of securities of Credit Depot;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving Credit Depot or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of Credit Depot
or any of its subsidiaries;
(d) Any change in the present Board of Directors or management of
Credit Depot, including any plans or proposals to change the number or term of
director or to fill any existing vacancies on the Board of Directors;
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(e) Any material change in the present capitalization or dividend
policy of Credit Depot;
(f) Any other material change in Credit Depot's business or corporate
structure;
(g) Changes in Credit Depot's Certificate of Incorporation, bylaws or
other actions which may impede the acquisition of control of Credit Depot by any
person;
(h) Causing the Common Stock of Credit Depot 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;
(i) A class of equity securities of Credit Depot 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. Heiko H.
Thieme has, from time to time, considered and initiated and will, continue to
consider and may initiate transactions which would involve (a) the issuance by
Credit Depot of a material amount of additional securities, (b) an extraordinary
material transaction, (c) a change in the Board of Directors of Credit Depot, or
(d) a material change in the capitalization of Credit Depot.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Global is the beneficial owner of 6,253,999 Shares which represent
approximately 52.5% of the outstanding Common Stock of Credit Depot computed in
accordance with the provisions of Rule 13d-3 under the Securities Exchange Act
of 1934 ("Rule 13d-3"). Of the foregoing, an aggregate of 2,800,000 Shares may
be acquired upon conversion of 21,000 shares of Series C 10% Convertible
Redeemable Preferred Stock (the "Preferred Shares"), and 3,356,250 Shares may be
acquired upon exercise of warrants issued by Credit Depot (the "Warrants").
Thieme Consulting, Inc. beneficially owns a warrant to acquire 2,244
Shares which represent less than 1% of the outstanding Common Stock of Credit
Depot computed in accordance with the provisions of Rule 13d-3.
American Heritage Growth Fund, Inc. ("AHGF") beneficially owns 8,000
Shares which represent less than 1% of the outstanding Common Stock of Credit
Depot computed in accordance with the provisions of Rule 13d-3.
VPM beneficially owns 458,605 Shares which includes 135,208 Shares
underlying a warrant issued by Credit Depot which
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represent approximately 8% of the outstanding Common Stock of Credit Depot
computed in accordance with the provisions of Rule 13d-3.
Heiko H. Thieme beneficially owns 335,578 Shares all of which
underly warrants issued by Credit Depot to Mr. Thieme which represent
approximately 5.5% of the outstanding Common Stock of Credit Depot computed in
accordance with the provisions of Rule 13d-3.
The Reporting Person disclaims any beneficial ownership of any
securities beneficially owned by AHGF, Heiko H. Thieme, VPM or Thieme
Consulting, Inc. The Reporting Person disclaims any membership in a group with
AHGF, Heiko H. Thieme, VPM or Thieme Consulting, Inc.
(b) To the best of the Reporting Person's knowledge, the Reporting
Person, AHGF, Heiko H. Thieme, VPM and Thieme Consulting, Inc. each have, sole
power to vote or to direct the vote and sole power to dispose or to direct the
disposition of their respective Shares or will have such power upon the issuance
of the respective Shares, as the case may be.
(c) On June 5, 1998, the Reporting Person converted promissory notes
held by it and issued by Credit Depot in the aggregate face amount of
$2,100,000 into the Preferred Shares and Warrants (the "Warrants") for the
purchase of 2,800,000 shares of Credit Depot's Common Stock. Each of the
Preferred Shares is initially convertible into 133 1/3 shares of Credit
Depot's Common Stock, subject to customary adjustments. If, however, the
average closing sale price of such Common Stock as reported on Nasdaq for any
period of twenty consecutive trading days prior to December 31, 1998 is less
than or equal to $.75 per share, each of the Preferred Shares will be
convertible into 200 shares of Credit Depot's Common Stock, subject to
customary adjustments. The Warrants, which expire on June 10, 2003, permit the
holders to purchase 2,800,000 shares of Credit Depot's Common Stock for
$1.25 per share, subject to customary adjustments. Credit Depot has agreed to
register the Common Stock underlying the Preferred Shares and the Warrants under
the Securities Act or 1933. During the sixty day period immediately prior to
June 5, 1998, neither the Reporting Person nor, to the best of the Reporting
Person's knowledge, any of the other persons referred to in the response to
Item 2 hereof, engaged in any other transactions with respect to securities
issued by Credit Depot.
(d) No other person is known to the Reporting Person to have the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the Shares owned by the Reporting Person or any of the other persons
referred to in the response to Item 2 hereof.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
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RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Credit Depot has paid a commission of $35,000 to Thieme Securities,
Inc. and paid TFI's legal fees and expenses in connection with a loan by TFI to
Credit Depot as evidenced by a Secured Note. Credit Depot has paid or agreed to
pay commissions of $75,000 to Thieme Securities, Inc. and the Reporting
Person's legal fees and expenses in connection with the loans by the Reporting
Person to Credit Depot on January 16, 1998, February 27, 1998 and March 13,
1998. As set forth in the Thieme Schedule 13D, Credit Depot has issued warrants
to Mr. Thieme in connection with his serving as the Chairman of the Board of
Directors of Credit Depot. Thieme Consulting, Inc. provides consulting services
to Credit Depot and will receive remuneration therefor as determined by the
Board of Directors of Credit Depot. Other than the foregoing and as otherwise
described in this Schedule 13D, there are no other contracts, arrangements,
understandings or relationships (legal or otherwise) among the Reporting Person
and, to the best of the Reporting Person's knowledge, any of the other persons
referred to in the response to Item 2 hereof and between such persons and any
other person with respect to any securities of Credit Depot, 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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not Applicable. (for purposes hereof, the Reporting
Person deems the guarantees of the subsidiaries of Credit Depot
to be obligations of Credit Depot)
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Date: June 29, 1998
THE GLOBAL OPPORTUNITY FUND LIMITED
/s/ Heiko H. Thieme
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Heiko H. Thieme, Chief Executive Officer
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