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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. 2)*
Argent Capital Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
0399 211 01000
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(CUSIP Number)
Sandor X. Mayuga, Esq., 2049 Century Park East, Suite 755,
Los Angeles, CA 90067; (310) 286-1260
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 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 [ ].
Check the following box if a fee is being paid with the statement [ ].
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
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).
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CUSIP No. 039921101000 SCHEDULE 13D Page 2 of 4 Pages
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(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities only)
Dennis R. Gutzman, M.D. 2424 Babcock, Suite 201
Chairman of the Board San Antonio, TX 78229
Argent Capital Corporation
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(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
N/A
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(3) SEC Use Only
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(4) SOURCE OF FUNDS*
PF
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
N/A
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(6) Citizenship or Place of Organization
United States (citizenship)
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(7) Sole Voting Power
Number of 357,300
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 0
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 357,300
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(10) Shared Dispositive Power
0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
357,300
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(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
N/A
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(13) Percent of Class Represented by Amount in Row (11)
10.5%
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
DENNIS R. GUTZMAN, M.D.
Item 1. SECURITY AND ISSUER
This filing relates to the common stock of Argent Capital Corporation,
a Nevada corporation whose principal offices are located at 1801 West
End Avenue, Suite 1116, Nashville, TN 37203
Item 2. IDENTITY AND BACKGROUND
This Statement is being filed by Dr. Dennis R. Gutzman, Chairman of
the Board and a Director of the issuer, and whose principal
occupation is as an orthopedic surgeon. Dr. Gutzman is a U.S. citizen
whose business address is 2424 Babcock, Suite 201, San Antonio, TX
79229. Dr. Gutzman has not, during the past five years, been
convicted in a criminal proceeding or been a party to any civil
proceeding as a result of which the issuer or any other person 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 violations with
respect to such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The 140,000 shares and warrants reported in Item 5, below, were
purchased from the issuer by the reporting person using his personal
funds. Shares previously acquired by Dr. Gutzman were acquired from
third parties in negotiated transactions and in open market purchases.
Item 4. PURPOSE OF TRANSACTIONS
The securities have been acquired for investment purposes, and not
with a view to acquiring control of the issuer. Dr. Gutzman may
consider additional acquisitions or sales of securities of the issuer
from time to time, either in open market transactions or directly from
the issuer or other holders, if offered by the issuer or such other
holders. Dr. Gutzman has no plans which relate to or would result in
an extraordinary corporate transaction of the issuer, such as an
amalgamation, merger, merger, reorganization or liquidation involving
the issuer or any of its subsidiaries. However, in his capacity as a
Director of the issuer, Dr. Gutzman's responsibility includes
assessment of and voting upon certain of the issuer's compensation
arrangements, which may include the issuance of additional shares,
warrants and options to, directors, officers or
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employees of the issuer, as performance incentives and/or to increase
the capitalization of the issuer. Further, Dr. Gutzman's
responsibility as a Director of the issuer includes consultation with
and oversight of the issuer's management, in its development of
business plans which may include the issuance of additional equity
securities of the issuer to unaffiliated parties, in connection with
various arm's length business transactions which the issuer may enter
into with such parties.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
The securities beneficially owned by Dr. Gutzman have been acquired
in a series of transactions from third parties dating from several
years ago. The securities reported as beneficially owned by Dr.
Gutzman include options to purchase 25,000 common shares of the
issuer, which were issued to Dr. Gutzman in his capacity as a
Director (and his former capacity as President) of the issuer in
1993. On October 30, 1998, Dr. Gutzman purchased 140,000 investment
units directly from the issuer, each unit comprised of one share of
common stock and one common stock purchase warrant, at a price of
$.25 per unit. The warrants are exercisable at a price of $.25 per
share of common stock purchased.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE
ISSUER
Except as described herein, Dr. Gutzman has no contract, arrangement,
understanding or relationship (legal or otherwise) with any other
person with respect to securities of the issuer, including, without
limitation, agreements regarding transfer or voting of any such
securities, finders fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of
profits or losses, or the giving or withholding of proxies.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
None
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this
Statement is true, correct and complete.
/s/ DENNIS R. GUTZMAN, M.D.
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Dennis R. Gutzman, M.D.
