SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
BEV-TYME, INC.
(Name of Issuer)
COMMON STOCK, $.0001 PAR VALUE
(Title of Class of Securities)
087822409
(CUSIP Number)
Joshua S. Kanter, Esq., 333 West Wacker Drive, Suite 2700
CHICAGO, ILLINOIS 60606 (312) 984-3120
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
OCTOBER 25, 1996
(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
<checked-box>. (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 to
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 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).
<PAGE>
CUSIP NO. 087822409 13D PAGE 2 OF 7 PAGES
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ulster Investments Limited
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
Antigua, West Indies
NUMBER OF 7 SOLE VOTING POWER
SHARES 280,000 shares
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 280,000 shares
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
280,000 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
23.25%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
2 of 7 Pages
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Schedule relates to the shares of common stock (the "Common Stock")
of Bev-Tyme, Inc. a Delaware corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 134 Morgan Avenue, Brooklyn, New
York 11237.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule is being filed by Ulster Investments Limited ("Reporting
Person"). The Reporting Person's country of organization is Antigua, West
Indies, and its principal place of business and principal office is c/o Antigua
International Trust Limited, High Street - P.O. Box 1302, St. John's, Antigua,
West Indies. The Reporting Person's principal business is lending to
businesses and investing in public and private securities.
Information regarding the officers and director of the Reporting Person is
listed on EXHIBIT A attached hereto.
Neither the Reporting Person nor any of the parties listed on EXHIBIT A
has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or 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 fining any violation
with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The funds used to purchase the securities (warrants to purchase 100,000
shares of the Issuer's Common Stock and 100,000 shares of the Company's Class C
Convertible Preferred Stock) were from the Reporting Person's working capital.
The purchase price of the warrants was an aggregate of $2,000.00.
ITEM 4. PURPOSE OF TRANSACTION.
The warrants have been acquired and the Reporting Person anticipates that
the Common and Class C Convertible Preferred Stock will, upon exercise of the
warrants, be acquired by the Reporting Person for investment purposes. The
Reporting Person has no present plan or proposal which relates to or would
result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) Any change in the present Board of Directors or management of the
Issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the Board;
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<PAGE>
(e) Any material change in the present capitalization or dividend policy
of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Issuer by any person;
(h) Causing a class of securities of the Issuer 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;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(A) AMOUNT BENEFICIALLY OWNED - 280,000{1}
PERCENT OF CLASS - 23.25%{2}
(B) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) sole power to vote or to direct the vote
- 280,000{(1)}
(II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE
-0-
(III)SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
- 280,000{(1)}
(IV) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
-0-
(C) DESCRIPTION OF TRANSACTIONS
**FOOTNOTES**
{1} Consists of warrants to purchase 100,000 shares of the Issuer's
Common Stock and 100,000 shares of the Issuer's Class C Convertible
Preferred Stock. Each share of Class C Convertible Preferred Stock is
convertible into 1.8 shares of Common Stock.
{2} Based upon 924,224 issued and outstanding shares of Common Stock
and assumes exercise of the warrants held by the Reporting Person,
conversion of Class C Convertible Preferred Stock which would be held by
the Reporting Person as a result of such exercise, no conversion of any
other of the Issuer's Class C Convertible Preferred Stock and no exercise
of any other warrants or options to acquire securities of the Issuer.
4 of 7 Pages
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On October 25, 1996, the Issuer borrowed $248,000 from the Reporting
Person and sold a warrant to purchase 100,000 shares of Common Stock and a
warrant to purchase 100,000 shares of Class C Preferred Stock for an aggregate
consideration of $2,000.00. The loan matures October 25, 1997 and bears
interest at 10% per annum (calculated on the basis of the actual number of days
elapsed and a 360 day year). Interest shall be due and payable on the maturity
date and overdue amounts under the promissory note evidencing the loan shall
bear interest at 15% per annum. The loan is secured by all of the Issuer's
assets and property. The warrant to purchase the Common Stock has an exercise
price of $0.10 per share and the warrant to purchase the Class C Convertible
Preferred Stock has an exercise price of $0.50 per share, subject to anti-
dilution adjustments as provided in the warrants. Both warrants expire October
25, 2001.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT
TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships
among the Reporting Person and its officers and director, or between such
persons and any other person, with respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT A - Officers and Director of the Reporting Person.
5 of 7 Pages
<PAGE>
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.
NOVEMBER 4, 1996
Date
ULSTER INVESTMENTS LIMITED
By: /S/ ROSLYN YEARWOOD
Its: Secretary
For and on behalf of Antigua International
Trust Ltd.
Director
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<PAGE>
EXHIBIT A
OFFICERS AND DIRECTOR OF ULSTER INVESTMENTS LIMITED
I. DIRECTOR
NAME
(PRINCIPAL BUSINESS)PLACE OF ORGANIZATIONBUSINESS ADDRESS
Antigua International Antigua High Street, P.O. Box 1302
Trust Limited St. John's, Antigua, West Indies
(trust company)
II. OFFICERS
NAME POSITION CITIZENSHIPBUSINESS ADDRESS
Brian Stuart-YoungPresidentGuyana Antigua International Trust Limited
High Street, P.O. Box 1302
St. John's, Antigua, West Indies
Roslyn Yearwood Secretary Antigua Antigua International Trust Limited
High Street, P.O. Box 1302
St. John's, Antigua, West Indies
Romel Tiwari Treasurer Guyana Antigua International Trust Limited
High Street, P.O. Box 1302
St. John's, Antigua, West Indies
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