<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)(*)
Austin's International, Inc.
-----------------------------------------
(Name of Issuer)
Common Stock
------------------------------------
(Title of Class of Securities)
052481 10 8
--------------------------
(CUSIP Number)
J. Thomas Cookson
Holland & Knight
701 Brickell Avenue
Miami, Florida 33131
(305) 789-7779
------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 10, 1995
--------------------------
(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 [ ].
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
(*)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 the
disclosures provided in a prior cover page.
The information required in 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 15 Pages
<PAGE> 2
CUSIP No. 052481 10 8 SCHEDULE 13D Page 2 of 15 Pages
--------------------- -------- --------
(1) Names of Reporting Persons Good Hope Development SA
S.S. or I.R.S. Identification Nos.
of Above Persons
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group(*) (a) [ ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC Use Only
---------------------------------------------------------------------
(4) SOURCE OF FUNDS(*)
WC
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
Panama
---------------------------------------------------------------------
(7) Sole Voting Power
Number of ---
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 882,740
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With ---
--------------------------------------------------------
(10) Shared Dispositive Power
882,740
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
882,740
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
(13) Percent of Class Represented by Amount in Row (11)
12.5%
---------------------------------------------------------------------
(14) Type of Reporting Person(*)
CO
---------------------------------------------------------------------
(*)SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
CUSIP No. 052481 10 8 SCHEDULE 13D Page 3 of 15 Pages
--------------------- -------- --------
(1) Names of Reporting Persons Alkiviadis-Gregorios Logothetis
S.S. or I.R.S. Identification Nos.
of Above Persons
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group(*) (a) [ ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC Use Only
---------------------------------------------------------------------
(4) SOURCE OF FUNDS(*)
OO
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
Greece
---------------------------------------------------------------------
(7) Sole Voting Power
Number of ---
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 882,740
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With ---
--------------------------------------------------------
(10) Shared Dispositive Power
882,740
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
882,740
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
(13) Percent of Class Represented by Amount in Row (11)
12.5%
---------------------------------------------------------------------
(14) Type of Reporting Person(*)
IN
---------------------------------------------------------------------
(*)SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
CUSIP No. 052481 10 8 SCHEDULE 13D Page 4 of 15 Pages
--------------------- -------- --------
(1) Names of Reporting Persons Miyako Management Pacific Corp.
S.S. or I.R.S. Identification Nos.
of Above Persons
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group(*) (a) [ ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC Use Only
---------------------------------------------------------------------
(4) SOURCE OF FUNDS(*)
WC
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
Panama
---------------------------------------------------------------------
(7) Sole Voting Power
Number of ---
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 2,158,124
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With ---
--------------------------------------------------------
(10) Shared Dispositive Power
2,158,124
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,158,124
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares(*) [ ]
(13) Percent of Class Represented by Amount in Row (11)
28.9%
---------------------------------------------------------------------
(14) Type of Reporting Person(*)
CO
---------------------------------------------------------------------
(*)SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 5
CUSIP No. 052481 10 8 SCHEDULE 13D Page 5 of 15 Pages
--------------------- -------- --------
(1) Names of Reporting Persons John B. Goulandris
S.S. or I.R.S. Identification Nos.
of Above Persons
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group(*) (a) [ ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC Use Only
---------------------------------------------------------------------
(4) SOURCE OF FUNDS(*)
OO
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
Greece
---------------------------------------------------------------------
(7) Sole Voting Power
Number of ---
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 2,158,124
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With ---
--------------------------------------------------------
(10) Shared Dispositive Power
2,158,124
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,158,124
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares(*) [ ]
(13) Percent of Class Represented by Amount in Row (11)
28.9%
---------------------------------------------------------------------
(14) Type of Reporting Person(*)
IN
---------------------------------------------------------------------
(*)SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 6
CUSIP No. 052481 10 8 SCHEDULE 13D Page 6 of 15 Pages
--------------------- -------- --------
(1) Names of Reporting Persons Voleon Shipping Corporation
S.S. or I.R.S. Identification Nos.
of Above Persons
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group(*) (a) [ ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC Use Only
---------------------------------------------------------------------
(4) SOURCE OF FUNDS(*)
WC
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
Liberia
---------------------------------------------------------------------
(7) Sole Voting Power
Number of ---
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 2,354,574
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With ---
--------------------------------------------------------
(10) Shared Dispositive Power
2,354,574
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,354,574
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares(*) [ ]
(13) Percent of Class Represented by Amount in Row (11)
31.3%
---------------------------------------------------------------------
(14) Type of Reporting Person(*)
CO
---------------------------------------------------------------------
(*)SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 7
CUSIP No. 052481 10 8 SCHEDULE 13D Page 7 of 15 Pages
--------------------- -------- --------
(1) Names of Reporting Persons Thrassivoulos Voyazides
S.S. or I.R.S. Identification Nos.
of Above Persons
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group(*) (a) [ ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC Use Only
---------------------------------------------------------------------
(4) SOURCE OF FUNDS(*)
OO
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
Greece
---------------------------------------------------------------------
(7) Sole Voting Power
Number of ---
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 2,354,574
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With ---
--------------------------------------------------------
(10) Shared Dispositive Power
2,354,574
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,354,574
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares(*) [ ]
(13) Percent of Class Represented by Amount in Row (11)
31.3%
---------------------------------------------------------------------
(14) Type of Reporting Person(*)
IN
---------------------------------------------------------------------
(*)SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 8
The amended joint statement on Schedule 13D of Good Hope Developments
SA, Alkiviadis-Gregorios Logothetis, Miyako Management Pacific Corp., John B.
Goulandris, Voleon Shipping Corporation and Thrassivoulos Voyazides is hereby
amended as follows:
Item 1. SECURITY AND ISSUER.
Item 1 is amended by the addition thereto of the following:
Effective December 18, 1995, the Company retired 1,000,000 shares of
Common Stock. The share information contained herein reflects the retirement
of such shares.
Item 4. PURPOSE OF TRANSACTION.
Item 4 is amended by the addition thereto of the following:
On December 13, 1995, Philip R. Connor, Jr. ("Connor") sold in a
private transaction an aggregate of 2,793,800 shares of Common Stock to Good
Hope, Miyako, Voleon, the Company and others pursuant to the terms of the Stock
Purchase Agreement, dated December 7, 1995 (the "Stock Purchase Agreement").
Good Hope, Miyako and Voleon purchased 128,285 shares, 443,937 shares and
568,635 shares, respectively. The Company purchased 1,000,000 shares which it
retired effective December 18, 1995. In connection with such sale by Mr.
Connor, the Agreement, including the proxy held by Mr. Sargent, was
terminated.
The consideration for such purchases consisted of a combination of
cash payments and releases by the purchasers. Good Hope, Miyako and Voleon
paid $37,492.31, $84,493.38 and $121,227.03, respectively. In addition, each
of the purchasers, including Good Hope, Miyako and Voleon, released Connor from
any claims it may have had against Connor. Connor also released each of the
purchasers from any claims he may have had against them. A copy of the Stock
Purchase Agreement is filed as an exhibit hereto and the above description is
qualified in its entirety by reference thereto.
Page 8 of 15 Pages
<PAGE> 9
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5, paragraph (a) is amended by the deletion thereof in its
entirety and the substitution therefor of the following:
(a) The Reporting Persons beneficially own the following amounts
of Common Stock:
(i) Good Hope has direct beneficial ownership of 882,740
shares of Common Stock, representing approximately 12.5% of the Common Stock.
This includes 532,740 shares and an additional 350,000 shares which Good Hope
has the right to acquire upon conversion of $175,000 principal amount of the
Company's 8% Convertible Notes (the "New 8% Notes"). The New 8% Notes mature
two years from the date of issuance and are convertible into Common Stock at
$.50 per share. All of the New 8% Notes owned by Good Hope mature on January
17, 1998. Mr. Logothetis has indirect beneficial ownership of such 882,740
shares of Common Stock as a result of his ownership of all the outstanding
stock of Good Hope.
(ii) Miyako has direct beneficial ownership of 2,158,124
shares of Common Stock, representing approximately 28.9% of the Common Stock.
This includes 1,408,124 shares and an additional 750,000 shares which Miyako
has the right to acquire upon conversion of $375,000 principal amount of New 8%
Notes. The New 8% Notes owned by Miyako mature on December 15, 1997 ($25,000)
and January 17, 1998 ($350,000). Mr. Goulandris has indirect beneficial
ownership of such 2,158,124 shares of Common Stock as a result of his ownership
of all the outstanding stock of Miyako.
(iii) Voleon has direct beneficial ownership of 2,354,574
shares of Common Stock, representing approximately 31.3% of the Common Stock.
This includes 1,554,574 shares and an additional 800,000 shares which Voleon
has the right to acquire upon conversion of $400,000 principal amount of New 8%
Notes. The New 8% Notes owned by Voleon mature on December 13, 1997 ($350,000)
and January 17, 1998 ($50,000).
Page 9 of 15 Pages
<PAGE> 10
Mr. Th. Voyazides has indirect beneficial ownership of such 2,354,574 shares of
Common Stock as a result of his ownership of all the outstanding stock of
Voleon.
Good Hope, Miyako and Voleon each previously owned warrants to
purchase Common Stock at an exercise price of $5.00 per share (the "Warrants").
Pursuant to the Warrants, Good Hope, Miyako and Voleon had the right to acquire
35,000 shares, 20,000 shares and 33,500 shares, respectively. In each case,
the Warrants expired unexercised on January 1, 1996.
Pursuant to Rule 13d-5(b)(1) of the Exchange Act, the group that may
be formed by the Reporting Persons may be deemed to be the beneficial owner of
all of the 5,395,438 shares of Common Stock beneficially owned by all of the
Reporting Persons, which represents approximately 62.6% of the Common Stock.
Except as expressly stated herein, each Reporting Person disclaims beneficial
ownership of the Common Stock beneficially owned by the other Reporting
Persons.
Item 5, paragraph (c) is amended by the addition thereto of the
following:
(i) Good Hope
<TABLE>
<CAPTION>
Purchase or Number of Price/
Date Sale Shares Share How Effected
---- ---- ------ ----- ------------
<S> <C> <C> <C> <C>
12/13/95 Purchase 128,285 * Purchased privately from Mr. Connor
pursuant to the Stock Purchase Agreement
1/17/96 Sale 275,000 2.00 Sold privately to Miyako
3/13/96 Conversion 150,000 -- Conversion of $75,000 principal amount of
New 8% Notes
</TABLE>
Page 10 of 15 Pages
<PAGE> 11
(ii) Miyako
<TABLE>
<CAPTION>
Purchase or Number of Price/
Date Sale Shares Share How Effected
---- ---- ------ ----- ------------
<S> <C> <C> <C> <C>
12/13/95 Purchase 443,937 (*) Purchased privately from Mr. Connor
pursuant to the Stock Purchase Agreement
1/17/96 Purchase 275,000 2.00 Purchased privately from Good Hope
03/13/96 Conversion 350,000 -- Conversion of $175,000 principal amount of
New 8% Notes
3/25/96 Purchase 2,000 1.0625 Market
3/26/96 Purchase 20,000 1.00 Market
</TABLE>
(iii) Voleon
<TABLE>
<CAPTION>
Purchase or Number of Price/
Date Sale Shares Share How Effected
---- ---- ------ ----- ------------
<S> <C> <C> <C> <C>
12/13/95 Purchase 568,635 * Purchased privately from Mr. Connor
pursuant to the Stock Purchase Agreement
3/13/96 Conversion 400,000 -- Conversion of $200,000 principal amount of
New 8% Notes
3/25/96 Purchase 1,000 1.00 Market
</TABLE>
(*)See Item 4 for a discussion of the Stock Purchase Agreement
Each of Good Hope, Miyako and Voleon has invested in securities
convertible or exercisable into Common Stock. In each case, the investments
were part of private placements by the Company.
(i) Good Hope
Paragraph (i) is amended by the addition thereto of the following:
Page 11 of 15 Pages
<PAGE> 12
On December 13, 1995, Good Hope purchased $50,000 principal amount of
New 8% Notes. On January 17, 1996, Good Hope purchased an additional $200,000
principal amount of New 8% Notes. Good Hope converted $75,000 principal amount
of New 8% Notes into 150,000 shares of Common Stock on March 13, 1996.
(ii) Miyako
Paragraph (ii) is amended by the addition thereto of the following:
On October 10, 1995, Miyako purchased $100,000 principal amount of
New 8% Notes. Miyako purchased an additional $100,000 and $350,000 principal
amount of New 8% Notes on December 15, 1995 and January 17, 1996, respectively.
Miyako converted $175,000 principal amount of New 8% Notes into 350,000 shares
of Common Stock on March 13, 1996.
(iii) Voleon
Paragraph (iii) is amended by the addition thereto of the following:
On December 13, 1995 and January 17, 1996, Voleon purchased $50,000
and $550,000 principal amount of New 8% Notes, respectively. Voleon converted
$200,000 principal amount of New 8% Notes into 400,000 shares of Common Stock
on March, 13, 1996.
In each case, Good Hope, Miyako and Voleon converted their New 8%
Notes beginning with the first New 8% Notes purchased.
The Company issued the New 8% Notes to refinance the Company's
previously issued 8% Convertible Notes (the "8% Notes"), which were to mature
on April 30, 1996 and were convertible into Common Stock at $.94 per share, and
to provide working capital. As a result, all of the 8% Notes held by Good
Hope, Miyako and Voleon were paid off from the proceeds of the issuance of the
New 8% Notes and are no longer outstanding.
Page 12 of 15 Pages
<PAGE> 13
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is amended by the addition thereto of the following:
Exhibit 3 Stock Purchase Agreement, dated December 7, 1995,
among Austin's International, Inc., Good Hope
Developments SA, Miyako Management Pacific Corp.,
Voleon Shipping Corporation, Lorenzo Mefalopoulos and
ICSOS SA (incorporated by reference from the
Company's Current Report on Form 8-K dated December
23, 1995).
Page 13 of 15 Pages
<PAGE> 14
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of each
of the undersigned, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated April 30, 1996
GOOD HOPE DEVELOPMENTS SA
By: /s/ Spyros H. Buhayer
--------------------------------------
Name: Spyros H. Buhayer
Title: President and Director
MIYAKO MANAGEMENT PACIFIC CORP.
By: /s/ Walter Raillard
---------------------------------------
Name: Walter Raillard
Title: President and Director
VOLEON SHIPPING CORPORATION
By: /s/ G. Calochristos
---------------------------------------
Name: G. Calochristos
Title: Secretary/Treasurer and Director
/s/ Alkiviadis-Gregorios Logothetis
---------------------------------------------
Alkiviadis-Gregorios Logothetis
/s/ John B. Goulandris
---------------------------------------------
John B. Goulandris
/s/ Thrassivoulos Voyazides
---------------------------------------------
Thrassivoulos Voyazides
Page 14 of 15 Pages
<PAGE> 15
EXHIBIT INDEX
EXHIBIT
-------
PAGE
----
Exhibit 3 Stock Purchase Agreement, dated December 7,
1995, among Austin's International, Inc., Good
Hope Developments SA, Miyako Management Pacific
Corp., Voleon Shipping Corporation, Lorenzo
Mefalopoulos and ICSOS SA (incorporated by
reference from the Company's Current Report on
Form 8-K dated December 23, 1995).
Page 15 of 15 Pages
<PAGE> 16
ATTACHMENT
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
*
Austin's International, Inc.
----------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------
(Title of Class of Securities)
052481 10 8
------------------------------
(CUSIP Number)
J. Thomas Cookson
Holland & Knight
701 Brickell Avenue
Miami, Florida 33131
(305) 789-7779
----------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 19, 1994
----------------------------------
(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 [ ] .
Check the following box if a fee is being paid with this statement [X]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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 the
disclosures provided in a prior cover page.
The information required in 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 22 Pages
<PAGE> 17
CUSIP No. 052481 10 8 SCHEDULE 13D Page 2 of 22 Pages
--------------------- -------- --------
(1) Names of Reporting Persons Good Hope Developments SA
S.S. or I.R.S. Identification Nos. of Above Persons
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
(3) SEC Use Only
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
WC
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
Panama
---------------------------------------------------------------------
(7) Sole Voting Power
Number of ---
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 777,220
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With ---
--------------------------------------------------------
(10) Shared Dispositive Power
777,220
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
777,220
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
(13) Percent of Class Represented by Amount in Row (11)
11.2%
---------------------------------------------------------------------
(14) Type of Reporting Person*
CO
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 18
CUSIP No. 052481 10 8 SCHEDULE 13D Page 3 of 22 Pages
--------------------- -------- --------
(1) Names of Reporting Persons Alkiviadis-Gregorios Logothetis
S.S. or I.R.S. Identification Nos. of Above Persons
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
(3) SEC Use Only
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
OO
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
Greece
---------------------------------------------------------------------
(7) Sole Voting Power
Number of ---
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 777,220
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With ---
--------------------------------------------------------
(10) Shared Dispositive Power
777,220
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
777,220
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
(13) Percent of Class Represented by Amount in Row (11)
11.2%
---------------------------------------------------------------------
(14) Type of Reporting Person*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 19
CUSIP No. 052481 10 8 SCHEDULE 13D Page 4 of 22 Pages
--------------------- -------- --------
(1) Names of Reporting Persons Miyako Management Pacific Corp.
S.S. or I.R.S. Identification Nos. of Above Persons
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
(3) SEC Use Only
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
WC
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
Panama
---------------------------------------------------------------------
(7) Sole Voting Power
Number of ---
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 709,527
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With ---
--------------------------------------------------------
(10) Shared Dispositive Power
709,527
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
709,527
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
(13) Percent of Class Represented by Amount in Row (11)
10.0%
---------------------------------------------------------------------
(14) Type of Reporting Person*
CO
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 20
CUSIP No. 052481 10 8 SCHEDULE 13D Page 5 of 22 Pages
--------------------- -------- --------
(1) Names of Reporting Persons John B. Goulandris
S.S. or I.R.S. Identification Nos. of Above Persons
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
(3) SEC Use Only
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
00
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
Greece
---------------------------------------------------------------------
(7) Sole Voting Power
Number of ---
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 709,527
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With ---
--------------------------------------------------------
(10) Shared Dispositive Power
709,527
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
709,527
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
(13) Percent of Class Represented by Amount in Row (11)
10.0%
---------------------------------------------------------------------
(14) Type of Reporting Person*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 21
CUSIP No. 052481 10 8 SCHEDULE 13D Page 6 of 22 Pages
--------------------- -------- --------
(1) Names of Reporting Persons Voleon Shipping Corporation
S.S. or I.R.S. Identification Nos. of Above Persons
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
(3) SEC Use Only
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
WC
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
Liberia
---------------------------------------------------------------------
(7) Sole Voting Power
Number of ---
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 1,243,045
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With ---
--------------------------------------------------------
(10) Shared Dispositive Power
1,243,045
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,243,045
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
(13) Percent of Class Represented by Amount in Row (11)
17.0%
---------------------------------------------------------------------
(14) Type of Reporting Person*
CO
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 22
CUSIP No. 052481 10 8 SCHEDULE 13D Page 7 of 22 Pages
--------------------- -------- --------
(1) Names of Reporting Persons Thrassivoulos Voyazides
S.S. or I.R.S. Identification Nos. of Above Persons
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
(3) SEC Use Only
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
00
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
Greece
---------------------------------------------------------------------
(7) Sole Voting Power
Number of ---
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 1,243,045
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With ---
--------------------------------------------------------
(10) Shared Dispositive Power
1,243,045
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,243,045
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
(13) Percent of Class Represented by Amount in Row (11)
17.0%
---------------------------------------------------------------------
(14) Type of Reporting Person*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 23
This Amendment No. 2 to Schedule 13D amends the Schedule 13Ds filed by
each of Good Hope Developments SA, Miyako Management Pacific Corp. and Voleon
Shipping Corporation. In each case, the disclosures contained in such previous
Schedule 13Ds are deleted and restated in their entireties as provided herein.
Item 1. Security and Issuer.
This statement relates to the Common Stock, $.01 par value per share (the
"Common Stock"), of Austin's International, Inc., a Delaware corporation (the
"Company"). The principal executive offices of the Company are located at 2400
East Commercial Boulevard, Suite 800, Fort Lauderdale, Florida 33308.
Item 2. Identity and Background.
This statement is being filed by (i) Good Hope Developments SA, a
Panamanian corporation ("Good Hope"), (ii) Alkiviadis-Gregorios Logothetis,
(iii) Miyako Management Pacific Corp., a Panamanian corporation ("Miyako"),
(iv) John B. Goulandris, (v) Voleon Shipping Corporation, a Liberian
corporation ("Voleon"), and (vi) Thrassivoulos Voyazides. Good Hope, Miyako,
Voleon and Messrs. Logothetis, Goulandris and Voyazides are collectively
referred to as the "Reporting Persons." The Reporting Persons may be deemed to
be a "group" within the meaning of Rule 13d-5(b)(i) promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
The principal business of Good Hope is to invest in all forms of tangible
and intangible property. Its registered office is P.O. Box 87, Panama 7,
Republic of Panama. Good Hope's principal business address is c/o Ocean Trade
& Transport Corp., 14 Domboli Street, GR 116 36, Athens, Greece. The following
are the executive officers and directors of Good Hope:
Page 8 of 22 Pages
<PAGE> 24
S.H. Buhayer President and Director
W. Raillard Vice President and Director
J. Georgiou Secretary/Treasurer and Director
The present principal occupations of Messrs. Raillard and Georgiou are
acting as an executive officer and director of Good Hope and other companies.
The present principal occupation of Mr. Buhayer is director of Bureau
Mandataire Trident S.A., a ship agency. Mr. Logothetis owns all of the
outstanding stock of Good Hope. His present principal occupation is managing
his personal investments.
The business address of Messrs. Logothetis, Raillard and Georgiou is c/o
Ocean Trade & Transport Corp., 14 Domboli Street, GR 116 36, Athens, Greece.
The business address of Mr. Buhayer is c/o Libra Financiere SA, Avenue de
1'Avant-Poste 4, Case Postale 3230, 1002 Lausanne, Switzerland.
The principal business of Miyako is to invest in all forms of tangible and
intangible property. Its registered office is P.O. Box 87, Panama 7, Republic
of Panama. Miyako's principal business address is c/o Libra Financiere SA,
Avenue de l'Avant-Poste 4, Case Postale 3230, 1002 Lausanne, Switzerland. The
following are the executive officers and directors of Miyako:
W. Raillard President and Director
C.T. Coulouris Vice President and Director
S.H. Buhayer Secretary/Treasurer and Director
The present principal occupation of Mr. Coulouris is acting as an
executive officer and director of Miyako. Mr. Goulandris owns all of the
outstanding stock of Miyako. His present principal occupation is managing his
personal investments.
Page 9 of 22 Pages
<PAGE> 25
The business address of each of Mr. Goulandris and Mr. Coulouris is c/o
Libra Financiere SA, Avenue de l'Avant-Poste 4, Case Postale 3230, 1002
Lausanne, Switzerland.
The principal business of Voleon is to invest in all forms of tangible and
intangible property. Its registered office is 80 Broad Street, Monrovia,
Liberia. Voleon's principal business address is c/o Rex Shipping Corporation,
No. 2 Third September Street, Athens 10432, Greece. The following are the
executive officers and directors of Voleon:
Th. Voyazides President and Director
L. Voyazides Vice President and Director
G. Calochristos Secretary/Treasurer and Director
The present principal occupation of Mr. L. Voyazides is director of
Transmarine Shipping Agencies Ltd. ("Transmarine"), a shipbroker, and
investment adviser. The present principal occupation of Mr. Calochristos is
manager of Transmarine. Mr. Thrassivoulos Voyazides owns all of the
outstanding stock of Voleon. His present principal occupation is managing his
personal investments.
The business address of Mr. Th. Voyazides is c/o Rex Shipping Corporation,
No. 2 Third September Street, Athens 10432, Greece. The business address of
each of Mr. L. Voyazides and Mr. Calochristos is 121 Westminster Bridge Road,
London SE1 7HR England.
Mr. Buhayer and Mr. Raillard are Swiss citizens. Messrs. Logothetis,
Goulandris, Th. Voyazides, L. Voyazides, Georgiou, Coulouris and Calochristos
are Greek citizens.
During the last five years, none of the Reporting Persons and none of the
executive officers or directors of the corporate Reporting Persons (i) has been
convicted in a criminal proceeding (excluding traffic violations or
Page 10 of 22 Pages
<PAGE> 26
similar misdemeanors), or (ii) been 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.
All of the funds used in connection with the acquisition of securities
issued by the Company were derived from the respective working capital of Good
Hope, Miyako and Voleon. See Item 5 - Interest in Securities of the Issuer for
the respective total amounts paid by Good Hope, Miyako and Voleon.
Item 4. Purpose of Transaction.
Each Reporting Person acquired the Common Stock it beneficially owns for
investment.
On September 19, 1994, Good Hope, Miyako and Voleon and certain other
shareholders of the Company entered into an Agreement (the "Agreement") with
Philip R. Connor, Jr., then the Chairman of the Board, President and Chief
Executive Officer of the Company and holder of a majority of the then
outstanding shares of Common Stock. Under the terms of the Agreement, Mr.
Connor agreed, among other things, to grant a right of first refusal to the
other shareholders, among whom are the other parties to the Agreement, if he
decides to sell any of his shares of Common Stock within the next two years at
the price he would otherwise sell the shares. Pursuant to the Agreement, Mr.
Connor also agreed to relinquish his rights to certain options and warrants to
purchase Common Stock and sold 500,000 shares of Common Stock at $.50 per share
to the other parties. Of these 500,000 shares, Good Hope, Miyako and Voleon
purchased 102,455, 78,187 and 146,939 shares, respectively. Mr. Connor also
granted a two-year proxy covering 1,750,000 shares of Common Stock
(representing 50% of the shares he then owned) to James C. Sargent, a director
of the Company and a party to the Agreement. Mr. Sargent is to vote such
Page 11 of 22 Pages
<PAGE> 27
shares in his sole discretion and in the best interests of the Company, its
shareholders and its Board of Directors. In the event Mr. Sargent is unable to
carry out his duties under the proxy, the parties to the Agreement other than
Mr. Connor may elect a successor. The proxy is irrevocable except upon Mr.
Connor owning less than 10% of the issued and outstanding Common Stock or upon
the vote of 50% of the issued and outstanding Common Stock other than the
shares subject to the proxy.
The Agreement further states that all of the shareholder parties other
than Mr. Connor had informally represented to Mr. Sargent that they were
ready, willing and able to use their respective best efforts to provide the
Company with sufficient funds which they believe, in their sole discretion, are
necessary so that the Company's four operating restaurants can be kept in
operation and be put on a profitable basis. A copy of the Agreement is filed
as an exhibit hereto and the above description is qualified in its entirety by
reference thereto.
In the ordinary course of their respective businesses, the Reporting
Persons from time to time review the performance of their investments and
consider possible strategies for enhancing value. As part of their ongoing
review of their respective investment in the Common Stock, the Reporting
Persons are each currently exploring and may explore from time to time in the
future either separately, together or with others, a variety of alternatives,
including without limitation: (a) the acquisition of additional securities of
the Company or the disposition of securities of the Company; (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; (d) a change in the present Board of Directors or management of
the Company; (e) any material change in the present capitalization or dividend
policy of the Company; (f) any other material change in the Company's business
or corporate structure; (g) causing a class of securities of the Company to be
delisted from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities
association; (b) causing a class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or (i) any action similar to any of those enumerated above.
There is no assurance that the Reporting Persons will develop
Page 12 of 22 Pages
<PAGE> 28
any plans or proposals with respect to any of the foregoing matters. Any
alternatives which the Reporting Persons may pursue will depend upon a variety
of factors, including, without limitation, current and anticipated future
trading prices for the Common Stock, the financial condition, results of
operations and prospects of the Company and general economic, financial market
and industry conditions.
Since the date of the Agreement, Good Hope, Miyako and Voleon have
continued to have periodic discussions with the management of the Company and
Mr. Connor as part of their review of the performance of their investment in
the Company and consideration of possible strategies for enhancing value, as
discussed above. The Reporting Persons anticipate that these discussions will
continue and may result in the acquisition of additional securities of the
Company, including potentially the acquisition of securities sufficient to gain
control of the Company.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Persons beneficially own the following amounts of
Common Stock:
(i) Good Hope has direct beneficial ownership of 777,220 shares of
Common Stock, representing approximately 11.2% of the Common Stock. This
includes 529,455 shares and an additional 212,765 shares which Good Hope has
the right to acquire upon conversion of $200,000 principal amount of the
Company's 8% Convertible Notes (the "8% Notes") and 35,000 shares which Good
Hope has the right to acquire upon exercise of warrants to purchase Common
Stock (the "Warrants). The 8% Notes mature on April 30, 1996 and are
convertible into Common Stock at $.94 per share. The Warrants expire on
January 1, 1996 and are exercisable into Common Stock at $5.00 per share. Mr.
Logothetis has indirect beneficial ownership of such 777,220 shares of Common
Stock as a result of his ownership of all the outstanding stock of Good Hope.
Page 13 of 22 Pages
<PAGE> 29
(ii) Miyako has direct beneficial ownership of 709,527 shares of
Common Stock, representing approximately 10.0% of the Common Stock. This
includes 317,187 shares and an additional 372,340 shares which Miyako has the
right to acquire upon conversion of $350,000 principal amount of 8% Notes and
20,000 shares which Miyako has the right to acquire upon exercise of Warrants.
Mr. Goulandris has indirect beneficial ownership of such 709,527 shares of
Common Stock as a result of his ownership of all the outstanding stock of
Miyako.
(iii) Voleon has direct beneficial ownership of 1,243,045 shares of
Common Stock, representing approximately 17.0% of the Common Stock. This
includes 624,439 shares and an additional 585,106 shares which Voleon has the
right to acquire upon conversion of $550,000 principal amount of 8% Notes and
33,500 shares which Voleon has the right to acquire upon exercise of Warrants.
Mr. Th. Voyazides has indirect beneficial ownership of such 1,243,045 shares of
Common Stock as a result of his ownership of all the outstanding stock of
Voleon.
Pursuant to Rule 13d-5(b)(1) of the Exchange Act, the group that may be
formed by the Reporting Persons may be deemed to be the beneficial owner of all
of the 2,729,792 shares of Common Stock beneficially owned by all of the
Reporting Persons, which represents approximately 34.2% of the Common Stock.
Except as expressly stated herein, each Reporting Person disclaims beneficial
ownership of the Common Stock beneficially owned by the other Reporting
Persons.
(b) Messrs. Logothetis, Goulandris and Th. Voyazides share voting and
dispositive power with Good Hope, Miyako and Voleon, respectively, with respect
to the shares of Common Stock directly owned by such corporations due to their
respective ownership interests. Each such corporation shares voting and
dispositive power with respect to the shares of Common Stock directly owned by
it based on applicable law regarding corporate governance.
Page 14 of 22 Pages
<PAGE> 30
(c) The following are the transactions in the Common Stock effected by
Good Hope, Miyako and Voleon:
(i) Good Hope
<TABLE>
<CAPTION>
Purchase Number of Price/
Date or Sale Shares Share How Effected
---- ------- ------ ------ ------------
<S> <C> <C> <C> <C>
03/27/92 Purchase 350,000 $2.00 Purchased privately from the Company
07/29/92 Purchase 120,000 5.125 Purchased in the Company's initial
public offering ("IPO")
07/27/94 Purchase 50,000 1.00 Purchased privately from Miyako
08/03/94 Sale 90,000 5.125 Sold privately to Miyako
09/27/94 Purchase 102,455 .50 Purchased privately from Mr. Connor
pursuant to the Agreement
10/24/94 Sale 3,000 2.75 Market
(ii) Miyako
Purchase Number of Price/
Date or Sale Shares Share How Effected
---- ------- ------ ----- ------------
11/05/91 Purchase 200,000 $1.00 Purchased privately from the Company
07/27/94 Sale 50,000 1.00 Sold privately to Good Hope
08/03/94 Purchase 90,000 5.125 Purchased privately from Good Hope
08/29/94 Sale 1,000 3.25 Market
09/27/94 Purchase 78,187 .50 Purchased privately from Mr. Connor
pursuant to the Agreement
(iii) Voleon
Purchase Number Price/
Date or Sale of Shares Share How Effected
---- ------- --------- ----- ------------
10/08/91 Purchase 300,000 $1.00 Purchased privately from the Company
04/01/92 Purchase 35,000 2.00 Purchased privately from the Company
07/29/92 Purchase 80,000 5.125 Purchased in the Company's IPO
07/29/92 Purchase 15,000 5.00 Market
</TABLE>
Page 15 of 22 Pages
<PAGE> 31
<TABLE>
<S> <C> <C> <C> <C>
07/30/92 Purchase 3,000 5.00 Market
08/07/92 Purchase 2,000 4.875 Market
08/10/92 Purchase 2,000 4.625 Market
08/10/92 Purchase 3,000 4.625 Market
08/20/92 Purchase 2,000 4.875 Market
08/25/92 Purchase 1,000 4.75 Market
09/02/92 Purchase 2,000 4.75 Market
09/11/92 Purchase 2,000 4.75 Market
09/14/92 Purchase 7,000 4.625 Market
09/14/92 Purchase 1,000 4.625 Market
10/23/92 Purchase 2,000 4.625 Market
10/26/92 Purchase 2,000 4.625 Market
11/11/92 Purchase 1,500 4.375 Market
11/25/92 Purchase 2,000 4.25 Market
11/27/92 Purchase 1,000 4.375 Market
12/16/92 Purchase 1,500 4.125 Market
12/18/92 Purchase 1,500 4.00 Market
12/23/92 Purchase 3,000 4.00 Market
01/06/93 Purchase 4,000 3.50 Market
05/25/93 Purchase 1,500 3.125 Market
06/28/93 Purchase 4,000 2.75 Market
07/07/93 Purchase 2,500 2.625 Market
08/03/93 Sale 2,000 4.375 Market
08/03/93 Sale 2,000 4.375 Market
09/27/94 Purchase 146,939 .50 Purchased privately from Mr. Connor
pursuant to the Agreement
</TABLE>
Each of Good Hope, Miyako and Voleon has invested in securities
convertible or exercisable into Common Stock. In each case, the investments
were part of private placements by the Company.
Page 16 of 22 Pages
<PAGE> 32
(i) Good Hope
On December 15, 1994, Good Hope purchased $200,000 principal amount of the
8% Notes. In connection with its purchase of 350,000 shares of Common Stock on
March 27, 1992, Good Hope also was issued 35,000 Warrants as part of Units
consisting of 10,000 shares of Common Stock and 1,000 Warrants. The Warrants
originally were exercisable through January 1993. Prior to such date the
expiration date of the Warrants was extended for an additional one-year period.
The Company has continued to extend the expiration date of the Warrants, which
are currently scheduled to expire on January 1, 1996. At the Company's option,
upon 30 days notice, the Warrants may be redeemed at a price of $.01 per
Warrant.
(ii) Miyako
On December 15, 1994, Miyako purchased $350,000 principal amount of the 8%
Notes. In connection with its purchase of 200,000 shares of Common Stock on
November 5, 1991, Miyako also was issued 20,000 Warrants.
(iii) Voleon
On December 17, 1993, Voleon purchased $200,000 principal amount of the
Company's 11% Convertible Notes (the "11% Notes"). On March 25, 1994, Voleon
purchased an additional $100,000 principal amount of the 11% Notes. The 11%
Notes were due one year from the respective date of issuance and were
convertible into Common Stock at $5.50 per share. On December 15, 1994, Voleon
purchased $550,000 principal amount of 8% Notes. In connection with its
purchase of 300,000 shares of Common Stock on October 8, 1991, Voleon also was
issued 30,000 Warrants. Voleon was issued a further 3,500 Warrants in
connection with its purchase of 35,000 shares of Common Stock on April 1, 1992.
Page 17 of 22 Pages
<PAGE> 33
The Company issued the 8% Notes to refinance the 11% Notes and to provide
additional working capital. As a result, Voleon's 11% Notes were paid off from
the proceeds of the issuance of the 8% Notes and are no longer outstanding.
Like the 11% Notes, the 8% Notes originally were due one year from the
date of issuance. In July 1995, each of Good Hope, Miyako and Voleon agreed
with the Company to extend the maturity date of the 8% Notes to April 30, 1996.
(d) Inapplicable.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect
to Securities of the Issuer.
Each Reporting Person invested in the Company independently and
reserves the right to pursue any course of action relating to its respective
investment independent of the other Reporting Persons individually or with
other parties.
Good Hope, Miyako and Voleon were parties to the Agreement. Since the
date of the Agreement, Good Hope, Miyako and Voleon have continued to have
periodic discussions with the management of the Company and Mr. Connor as part
of their review of the performance of their investment in the Company and
consideration of possible strategies for enhancing value, as discussed above in
Item 4.
Page 18 of 22 Pages
<PAGE> 34
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Joint Filing Agreement among Good Hope Developments SA,
Miyako Management Pacific Corp., Voleon Shipping
Corporation, Alkiviadis-Gregorios Logothetis, John B.
Goulandris and Thrassivoulos Voyazides.
Exhibit 2 Agreement dated September 19, 1994, among Philip R. Connor,
Jr. and the other shareholders party thereto (Incorporated
by reference from the Company's Annual Report on Form
10-KSB for the fiscal year ended March 31, 1995).
Page 19 of 22 Pages
<PAGE> 35
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of each of
the undersigned, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated October 19, 1995
GOOD HOPE DEVELOPMENTS SA
By: /s/ Spyros H. Buhayer
-------------------------------------
Name: Spyros H. Buhayer
Title: President and Director
MIYAKO MANAGEMENT PACIFIC CORP.
By: /s/ Walter Raillard
--------------------------------------
Name: Walter Raillard
Title: President and Director
VOLEON SHIPPING CORPORATION
By: /s/ G. Calochristos
---------------------------------------
Name: G. Calochristos
Title: Secretary/Treasurer and Director
/s/ Alkiviadis-Gregorios Logothetis
--------------------------------------------
Alkiviadis-Gregorios Logothetis
/s/ John B. Goulandris
--------------------------------------------
John B. Goulandris
/s/ Thrassivoulos Voyazides
---------------------------------------------
Thrassivoulos Voyazides
Page 20 of 22 Pages
<PAGE> 36
EXHIBIT INDEX
EXHIBIT PAGE
Exhibit 1 Joint Filing Agreement among Good Hope
Developments SA, Miyako Management Pacific
Corp., Voleon Shipping Corporation,
Alkiviadis-Gregorios Logothetis, John B.
Goulandris and Thrassivoulos Voyazides.
Exhibit 2 Agreement dated September 19, 1994, among
Philip R. Connor, Jr. and the other shareholders
party thereto (Incorporated by reference
from the Company's Annual Report on Form 10-KSB
for the fiscal year ended March 31, 1995).
Page 21 of 22 Pages
<PAGE> 37
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf
of each of them of a Statement on Schedule 13D (including any and all
amendments thereto) with respect to the Common Stock of Austin's International,
Inc. This Joint Filing Agreement shall be included as an Exhibit to such joint
filing. In evidence thereof, each of the undersigned, being duly authorized,
hereby executed this Agreement this October 19, 1995.
GOOD HOPE DEVELOPMENTS SA
By: /s/ Spyros H. Buhayer
------------------------------
Name: Spyros H. Buhayer
Title: President/Director
MIYAKO MANAGEMENT PACIFIC CORP.
By: /s/ Walter Raillard
------------------------------
Name: Walter Raillard
Title: President/Director
VOLEON SHIPPING CORPORATION
By: /s/ G. Calochristos
-------------------------------
Name: G. Calochristos
Title: Secretary
/s/ Alkiviadis-Gregorios Logothetis
------------------------------------
Alkiviadis-Gregorios Logothetis
/s/ John B. Goulandris
------------------------------------
John B. Goulandris
/s/ Thrassivoulos Voyazides
------------------------------------
Thrassivoulos Voyazides
Page 22 of 22 Pages
