UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
TRANS GLOBAL SERVICES, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
892916-503
(CUSIP Number)
Robert L. Blessey, Esq.
51 Lyon Ridge Road
Katonah, New York 10536
(914) 232-4510
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 3, 1999
(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(e), 13d-1(f) or
13d-1(g), check the following box. |_|
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
13d-7(b) 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 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).
(Continued on following pages)
Page 1 of 7 Pages
<PAGE>
CUSIP No. 892916-503 SCHEDULE 13D
1. NAME OF REPORTING PERSON
AND I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Consolidated Technology Group Ltd.
13-1948169
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York.
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 0 0%
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
379,994 14.2%
9. SOLE DISPOSITIVE POWER
0 0%
10. SHARED DISPOSITIVE POWER
379,994 14.2%
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
379,994
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2%
14 TYPE OF REPORTING PERSON
CO
Page 2 of 7 Pages
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CUSIP No. 892916-503 SCHEDULE 13D
1. NAME OF REPORTING PERSON
AND I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
SIS Capital Corp.
13-3299632
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York.
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 0 0%
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
379,994 14.2%
9. SOLE DISPOSITIVE POWER
0 0%
10. SHARED DISPOSITIVE POWER
379,994 14.2%
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
379,994
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2%
14 TYPE OF REPORTING PERSON
CO
Page 3 of 7 Pages
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Item 1. Security and Issuer.
This statement (the "Schedule"), dated May 4, 1999, relates to the
reporting persons' ownership of the common stock, par value $.01 per share (the
"Common Stock"), of Trans Global Services, Inc. (the "Company"), whose principal
executive offices are located at 1393 Veterans Memorial Highway, Hauppauge, New
York 11788.
Item 2. Identity and Background.
The Schedule is being filed by:
1. (a) Consolidated Technology Group Ltd., a New York corporation
("Consolidated").
(b) Consolidated's principal place of business and principal office
is 160 Broadway, New York, New York 10038.
(c) Consolidated is not engaged in any active business. Its
principal assets are government securities and stock and notes
issued by the companies in which Consolidated formerly had a
controlling interest.
(d) During the past five years, Consolidated has not been convicted
in a criminal proceeding.
(e) During the last five years, Consolidated has not been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction, as a result of which it was 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.
2. (a) SIS Capital Corp., a Delaware corporation ("SISC").
(b) SISC's principal place of business and principal office is 160
Broadway, New York, New York 10038.
(c) SISC, a wholly-owned subsidiary of Consolidated, holds
Consolidated's investments and its equity interests.
(d) During the past five years, SISC has not been convicted in a
criminal proceeding.
(e) During the last five years, SISC has not been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction, as a result of which it was 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.
Page 4 of 7 Pages
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Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
Pursuant to an agreement dated February 25, 1999, as amended, among
Consolidated, SISC and the Issuer, SISC agreed to transfer 1,150,000 shares (the
"Transferred Shares") of the Issuer's common stock owned by SISC to the Issuer
in satisfaction of (i) Consolidated's obligations to pay the redemption price of
$2,100,000 payable with respect to Consolidated's Series G 2% Cumulative
Redeemable Preferred Stock owned by the Issuer, together with accrued dividends
of approximately $140,000, and (ii) Consolidated's obligations to pay the Issuer
$325,952 (the "Consolidated Payable") in respect of advances made by the Issuer
to certain of Consolidated's subsidiaries. The agreement also gave Consolidated
the right to retain the Transferred Shares if Consolidated paid the redemption
price for the Series G Redeemable Preferred Stock of $2,100,000, together with
such accrued dividends and the Consolidated Payable by April 30, 1999. On May 3,
1999, the Transferred Shares were transferred to Trans Global and the shares of
Series G 2% Cumulative Redeemable Preferred Stock were transferred to
Consolidated for cancellation.
Item 5. Interest in Securities of the Issuer.
(a) The following list sets forth the aggregate number and percentage
of the outstanding shares of the Issuer's Common Stock owned beneficially by
Consolidated and SISC as of May 3, 1999. Such number was based on 2,669,716
shares of Common Stock outstanding. The number of outstanding shares was
computed by deducting the 1,150,000 shares of Common Stock transferred to the
Issuer from the 3,819,716 shares of Common Stock as reported on the cover page
of the Issuer's Form 10-K for the year ended December 31, 1998.
Shares of Percentage of Shares
Common Stock of Common Stock
Name Beneficially Owned Beneficially Owned
- ---- ------------------ ------------------
Consolidated Technology Group Ltd. 379,994 14.2%
SIS Capital Corp. 379,994 14.2%
(b) SISC and Consolidated may be deemed to have shared power to vote
and to dispose of 379,994 shares of Common Stock, representing approximately
14.2% of the outstanding Common Stock.
(c) Except as described in Item 4 of this Schedule, there have been no
transactions in the shares of Common Stock beneficially owned by Consolidated or
SISC effected subsequent to March 3, 1999.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of such
securities.
(e) Not applicable.
Page 5 of 7 Pages
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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Except as described in Item 4 of this Schedule, there have been no
contracts, arrangements, understandings or relationships with respect to the
Issuer's shares of Common Stock owned by SISC.
Item 7. Material to be Filed as Exhibits.
(a) Exhibit 99.1 - Agreement dated February 25, 1999, by and among
Consolidated Technology Group Ltd., SIS Capital
Corp. and Trans Global Services, Inc.(1)
- -----------------
(1) Incorporated by reference from the Form 8-K dated February 26, 1999,
filed by Consolidated Technology Group Ltd.
Page 6 of 7 Pages
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After reasonable inquiry and to the best of their knowledge and belief,
the undersigned hereby certifies that the information set forth in this Schedule
is true, complete and correct.
Dated: May 5, 1999 CONSOLIDATED TECHNOLOGY GROUP LTD.
By:________________________________________
Richard Young
President and Chief Operating Officer
SIS CAPITAL CORP.
By:________________________________________
Richard Young
President and Chief Operating Officer
Page 7 of 7 Pages
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