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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. )*
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)
DECEMBER 31, 1997
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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).
Page 1 of 8 Pages
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SCHEDULE 13D
CUSIP NO. 225324409 PAGE 2 OF 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) /X/
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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
BAHAMAS
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7 SOLE VOTING POWER
NUMBER OF
SHARES 783,999
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
783,999
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
783,999
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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)
12%
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14 TYPE OF REPORTING PERSON*
IV
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 8 Pages
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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 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. 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.
Page 3 of 8 Pages
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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
Mr. Vogeli is Executive Vice President of VPM Verwaltungs AG ("VPM")
which provides investment management services. Mr. Vogeli is a citizen of
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 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 $1,526,974 from its
corporate funds for the
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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, 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;
(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.
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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 783,999 Shares which represent
approximately 12% 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 300,000 Shares may be
acquired upon conversion of two 10% Secured Convertible Notes in the aggregate
face amount of $600,000 (each a "Secured Note"), 80,000 Shares may be
acquired upon conversion of a 10% Secured Convertible Note in the face amount
of $1,000,000 (the "Note") and 306,250 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 414,325 Shares which includes 90,928 Shares
underlying a warrant issued by Credit Depot which represent approximately 7% 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, or Thieme Consulting, Inc. The Reporting
Person disclaims any membership in a group with AHGF or Thieme Consulting, Inc.
(b) To the best of the Reporting Person's knowledge, the Reporting
Person, AHGF, 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 December 24,1997, the Reporting Person privately purchased
16,900 Shares from TFI for $21,125. On December 31,1997, the Reporting Person
privately purchased 80,849 Shares from TFI for $80,849. On the same day, the
Reporting Person purchased a Secured Note in the face amount of $350,000 and
the Warrants from TFI for $175,000. On December 31, 1997, the Reporting Person
privately purchased the Note for $1,000,000. On January 16, 1998 the
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Reporting Person loaned $250,000 to Credit Depot in consideration of a Secured
Note in the face amount of $250,000 convertible into 125,000 Shares and a
warrant to purchase up to 125,000 Shares at $2.00 per Share. During the
sixty day period immediately prior to the date hereof, 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
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 agreed to pay a
commission of $25,000 to Thieme Securities, Inc. and the Reporting Person's
legal fees and expenses in connection with the loan by the Reporting Person to
Credit Depot on January 16, 1998. It is anticipated that Credit Depot will
issue warrants or options to Mr. Thieme in connection with his serving as a
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.
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Date: January 23, 1998
THE GLOBAL OPPORTUNITY FUND LIMITED
/s/ Heiko H. Thieme
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Heiko H. Thieme, Chief Executive Officer
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