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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(a)
(AMENDMENT NO. 1)*
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)
JANUARY 30, 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).
Page 1 of 7 Pages
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SCHEDULE 13D
CUSIP NO. 225324409
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HEIKO H. THIEME
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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*
NOT APPLICABLE
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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
GERMANY
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7 SOLE VOTING POWER
NUMBER OF
SHARES 335,578
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
335,578
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
335,578
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /X/
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
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14 TYPE OF REPORTING PERSON*
IV
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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
(a) The name of the person filing this statement is Heiko H. Thieme
(the "Reporting Person").
(b) The business address of the Reporting Person is 1370 Avenue of the
Americas, New York, New York 10019
(c) The 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 each the Reporting Person is as follows:
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), The Global Opportunity Fund
Limited (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) and Thieme Associates, Inc. (an investment advisor).
The principal business address of each such corporation other than The Global
Opportunity Fund Limited ("Global"), 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 Global is c/o MeesPierson Fund
Services (Bahamas) Limited, Charlotte House, P. O. Box N-9204, Nassau, Bahamas.
The principal business address of Thieme Asset Management S.A. and TFI is 2,
Place de Metz L-1930, Luxembourg.
(d) During the last five years, the Reporting Person was not
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, the Reporting Person was not 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.
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(f) The Reporting Person is a citizen of Germany.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Person did not pay any funds for the warrants issued by
Credit Depot owned by him or Thieme Consulting, Inc. (collectively, the
"Warrants")..
ITEM 4. PURPOSE OF TRANSACTION
The Warrants were issued to the Reporting Person and Thieme
Consulting, Inc. in connection with the Reporting Person serving as the
Chairman of the Board of Directors of Credit Depot and for consulting services,
respectively. 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, the Reporting Person has no 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;
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(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.
The Reporting Person 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) The Reporting Person beneficially owns 335,578 Shares which
represent approximately 5.5% 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"). All of such Shares may be acquired upon
exercise of the Warrants. The foregoing includes Shares beneficially owned by
Thieme Consulting, Inc.
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. 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"). the
Reporting Person is the sole shareholder and Chief Executive Officer of the
investment advisor to Global which is entitled to receive a fee which, in part,
will be determined by Global's total return. The reporting Person disclaims any
beneficial interest in the Shares owned by Global.
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. The Reporting
Person disclaims any beneficial interest in the Shares owned by AHGF.
The Reporting Person disclaims any membership in a group with AHGF,
Global or Thieme Consulting, Inc.
(b) The Reporting Person, has, sole power to vote or to direct the
vote and sole power to dispose or to direct the disposition of his Shares upon
their issuance..
(c) On January 30, 1998, Credit Depot issued a warrant to the
Reporting Person for the purchase of up to 333,334 Shares at $1.24 per Share
until January 30, 2008 (the "January Warrant"). The Statement on Schedule 13D,
as amended, filed by Global is hereby incorporated by reference
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solely to the extent it discloses transactions with respect to securities
issued by Credit Depot during the sixty day period immediately prior to the
date hereof. Neither the Reporting Person nor any other person named in the
response to Item 2 hereof engaged in any other transactions with respect to
securities issued by Credit Depot during such 60 day period..
(d) No other person is known has 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.
(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 the Global'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 Global's legal fees
and expenses in connection with the loan by Global to Credit Depot on January
16, 1998. It is anticipated that Credit Depot will issue warrants to Mr.
Thieme in both January 1999 and 2000 in connection with his serving as a the
Chairman of the Board of Directors of Credit Depot if holds that position at
those respective times.. 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)
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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: February 9, 1998
/s/ Heiko H. Thieme
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Heiko H. Thieme
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