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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. __ )*
Coventry Industries Corp.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
(CUSIP Number)
ProFutures Special Equities Fund, L.P.
c/o Gary D. Halbert, President
ProFutures Fund Management, Inc.
1310 Highway 620 South -- Suite 200, Austin, Texas 78734
(512) 263-3800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 20, 1998
(Date of Event which Requires Filing this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition of 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 [__].
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. ___________________
1) Name of Reporting Person
SS or IRS Identification No. of Above Person
ProFutures Special Equities Fund, L.P. 74-2786952
2) Check the Appropriate Box if a Member of a Group
(a) [__] (b) [ X ]
3) SEC Use Only
4) Source of Funds (See Instructions): WC
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
[__]
6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Reporting Person:
7) Sole Voting Power 724,638
8) Shared Voting Power 724,638
9) Sole Dispositive Power 724,638
10) Shared Dispositive Voting Power 724,638
11) Aggregate Amount Beneficially
Owned by each Reporting Person 724,638
12) Check if the Aggregate Amount in Row 11 Excludes Certain
Shares (See Instructions) [__]
13) Percent of Class Represented by Amount in Row 11: 27.41%
14) Type of Reporting Person
PN
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----- Schedule 13D (cont'd.) ------
COVENTRY INDUSTRIES CORP.
ProFutures Special Equities Fund, L.P. ("PSEF") hereby submits the
following Statement on Schedule 13D (the "Statement"):
Item 1. Security and Issuer.
This Statement relates to the Common Stock, $0.001 par value per share
(the "Common Stock"), of Coventry Industries Corp., a Florida corporation (the
"Company"), whose principal executive offices are located at 7777 Glades Road
- -- Suite 200, Boca Raton, Florida 33434.
Item 2. Identity and Background.
A. Persons Filing this Statement.
(1) Name: ProFutures Special Equities Fund, L.P. ("PSEF")
State of Organization: Delaware
Principal Business: Investments in securities
Address of Principal Business and Office:
1310 Highway 620 South -- Suite 200,
Austin, Texas 78734
Criminal and Civil Proceedings: None
B. General Partners of PSEF.
(1) Name: ProFutures Fund Management, Inc.
State of Organization: Texas
Principal Business: A General Partner of PSEF
Address of Principal Business and Office:
1310 Highway 620 South -- Suite 200,
Austin, Texas 78734
Criminal and Civil Proceedings: None
(2) Name: Golden Eye Asset Management, Inc.
State of Organization: Texas
Principal Business: A General Partner of PSEF
Address of Principal Business and Office:
1310 Highway 620 South -- Suite 200,
Austin, Texas 78734
Criminal and Civil Proceedings: None
D. Officers, Directors and Control Persons of ProFutures Fund
Management, Inc.
(1) (a) Name: Gary D. Halbert, President, Director and
controlling shareholder
(b) Business Address:
1310 Highway 620 South -- Suite 200,
Austin, Texas 78734
(c) Present Principal Occupation:
President, Director and shareholder of
ProFutures, Inc. and affiliates.
(d) & (e) Criminal and Civil Proceedings: None
(f) Citizenship: USA
(2) (a) Name: Debi B. Halbert, Chief Financial Officer and
Treasurer
(b) Business Address:
1310 Highway 620 South -- Suite 200,
Austin, Texas 78734
(c) Present Principal Occupation:
Chief Financial Officer and Treasurer, Director and
shareholder of ProFutures, Inc. and affiliates.
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(d) & (e) Criminal and Civil Proceedings: None
(f) Citizenship: USA
(3) (a) Name: John F. Mauldin, Vice President
(b) Business Address:
The Ballpark in Arlington-- Suite 216,
Arlington, Texas 76011
(c) Present Principal Occupation:
President, Director and shareholder of
Communications Management, Inc. and affiliates.
(d) & (e) Criminal and Civil Proceedings: None
(f) Citizenship: USA
E. Officers, Directors and Control Persons of Golden Eye Asset
Management, Inc.
(1) (a) Name: Marte W. Anderson, President, Director and sole
shareholder
(b) Business Address:
1310 Highway 620 South -- Suite 200,
Austin, Texas 78734.
(c) Present Principal Occupation:
President, Director and sole shareholder
of Golden Eye Asset Management, Inc.
(d) & (e) Criminal and Civil Proceedings: None
(f) Citizenship: USA
(2) (a) Name: Carnie W. Anderson, Vice President
(b) Business Address:
RR1 - Box 192A, Lamoni, Iowa 50140
(c) Present Principal Occupation:
President, Director and shareholder of Anderson
Supply Co., Inc. and Golden Investments, Inc.
(d) & (e) Criminal and Civil Proceedings: None
(f) Citizenship: USA
Item 3. Source and Amount of Funds or Other Consideration.
On January 20, 1998, PSEF purchased directly from the Company in a private
transaction 2,500 shares of 5% Convertible Preferred Stock (the "Preferred
Stock"), convertible into shares of Common Stock, $0.001 par value, of the
Company, for an aggregate purchase price of $2,500,000 (including any brokerage
commissions). PSEF purchased 1,750 shares of Preferred Stock on the closing
date, 500 shares of which were held in escrow. PSEF has agreed to close on
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the purchase of the 500 escrowed shares and also purchase the remaining 750
shares of Preferred Stock if the Company obtains the requisite stockholder
approval necessary to comply with its listing agreement. The Preferred Stock
may be converted into the Common Stock at any time at a price equal to a
percentage of the average of the closing bid prices on NASDAQ for the five
trading days preceding the date of conversion.
The Preferred Stock beneficially owned by PSEF was purchased with the
working capital.
Item 4. Purpose of the Transaction.
The securities of the Company were acquired for investment purposes only.
Item 5. Interest in Securities of the Issuer.
(a) Subject to the contingency outlined in Item 4 above, the aggregate
number of shares of Common Stock owned beneficially by PSEF as of the close of
business on January 20, 1998 was 724,638 (rounded), or approximately 27.41% of
the shares of Common Stock outstanding. This percentage is based upon
2,643,388 shares of Common Stock reported to be outstanding, as of January 20,
1998, as represented to PSEF by the Company in the January 20, 1998
Subscription Agreement with respect to the Preferred Stock, and an assumed
amount of $4 5/16 per share as the basis for the conversion price before the
applicable discount.
(b) By virtue of their positions as general partners of PSEF, ProFutures
Fund Management, Inc. and Golden Eye Asset Management, Inc. may be deemed to
share the power to vote and dispose of the shares of Common Stock owned by PSEF
and thus may, for some purposes, be deemed to own beneficially such shares.
ProFutures Fund Management, Inc. and Golden Eye Asset Management, Inc. each
disclaim beneficial ownership of such shares.
(c) No transactions in the Common Stock of the Company were effected by
the persons named in response to paragraphs (a) and (b) above during the past
sixty (60) days.
(d) Except as indicated in this Item 5, none of the persons referred to
in Item 2 hereof owns beneficially or has a right to acquire beneficial
ownership of any shares of Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships with
respect to the securities of the issuer.
Item 7. Material to be Filed as Exhibits.
There are no Exhibits to this filing.
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SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
Statement is true, complete and correct, and the undersigned agree that this
statement shall be filed on behalf of each of them.
Dated: January 26, 1998
PROFUTURES SPECIAL EQUITIES FUND, L.P.
By: ProFutures Fund Management, Inc., a
General Partner
By: /s/ Gary D. Halbert
Gary D. Halbert, President
