UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Liuski International, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
538029 10 9
-----------------------------------
(CUSIP NUMBER)
Duke Liao
Chief Executive Officer
6585 Crescent Drive
Norcross, Georgia 30071
(770) 447-9454
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 22, 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 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 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.
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SCHEDULE 13D/A
CUSIP NO. 538029 10 9
1. Name of Reporting Person;
S.S. or I.R.S. Identification No. of Above Person
Chih-Hung Liao ("Duke Liao")
I.D. No.:
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3. SEC Use Only .................................................
4. Source of Funds:
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) ..........................[ ]
6. Citizenship or Place of Organization: Taiwan
Number of 7. Sole Voting Power: 7,724,864 shares of
Shares common stock
Beneficially 8. Shared Voting Power: 0
Owned By 9. Sole Dispositive Power: 7,724,864 shares
Each Reporting of common stock
Person With 10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 7,724,864 Shares
12. Check if the Aggregate Amount in Row 11 Excludes
Certain Shares (See Instructions) ........................[ ]
13. Percent of Class Represented by Amount In Row 11:
67.0%
14. Type of Reporting Person: IN
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The original Statement on Schedule 13D, dated July 3, 1997, and the
Amendment No. 1 thereto, dated February 4, 1998, filed by Mr. Chih-Hung Liao
(also known as Duke Liao, "Liao"), relating to his beneficial ownership of the
common stock, $.01 par value ("Common Stock"), of Liuski International, Inc.
(the "Issuer"), is amended by this Amendment No. 2 as set forth below.
Item 3. Source and Amount of Funds
Liao, who is the Chairman and majority shareholder of Gemlight Computer
Ltd. ("Gemlight"), a Hong Kong corporation, has transferred privately 763,013
restricted shares of Common Stock to the parties whose names are listed in the
following table (the "Transferees"), in the amounts indicated. Chih-Ming Liao is
Liao's brother and Chen Juei-Yu Liao is the wife of Chih-Ming Liao. Each of the
Transferees is either an employee or a shareholder of Gemlight. Liao did not
receive cash consideration for transferring any of the shares listed in the
following table. These transfers were motivated by Liao's recognition of and
appreciation for the Transferees' efforts for the benefit of Gemlight.
Transferee Number of Shares Transferred
1. Cheng-Wei Liao 300,000
2. Su-Hei Lin 278,790
3. Rong-Fong Tsai 40,922
4. Larry Wu 40,922
5. Kun-Nau Chen 31,493
6. Cuo-Min Chiang 42,225
7. Jau-Yu Tzeng 2,464
8. Chih-Ming Liao 15,063
9. Chen Juei-Yu Liao 5,652
10. Hsiung-Niang Day 5,482
----------------------------------------
TOTAL 763,013
========================================
In addition, Liao sold 441,176 shares of Common Stock to his brother,
Chih-Ming Liao, for $1.00 per share. As a result, Liao transferred a total of
456,239 shares of Common Stock to Chih- Ming Liao and 1,204,189 shares of Common
Stock to the Transferees.
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Item 4. Purpose of Transaction
Of the 456,239 shares transferred to Chih-Ming Liao, 441,176 shares
were sold by Liao to his brother for $1.00 per share. With respect to the
remainder of the 1,204,189 shares transferred by Liao, Liao did not receive cash
consideration and the transfers were motivated by Liao's recognition of and
appreciation for the Transferees' efforts for the benefit of Gemlight.
Except as set forth above in this Item 4, Liao does not have any
present plans or proposals which would relate to or result in any of the events
or actions described in subparagraphs (a) through (j) of this Item 4. Nothing
set forth above should be interpreted to preclude Liao from making any plans or
proposals which would relate to or result in any of the events or actions
described in subparagraphs (a) through (j) of this Item 4.
Item 5. Interest in Securities of the Issuer
Liao owns 7,724,864 shares of Common Stock representing 67.0% of the
shares of Common Stock outstanding.
Other than the transaction described above, Liao has not effected any
transaction involving the Issuer's securities within the preceding 60 days.
Item 6. Contracts, Arrangements, Understandings or
Relationships, with Respect to Securities of the Issuer
None.
Item 7. Material to be filed as Exhibits
N/A.
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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.
June 24, 1998
/s/ Duke Liao
-------------------------
Duke Liao
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