SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
CZECH INDUSTRIES, INC.
----------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.05 PER SHARE
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(Title of Class of Securities)
232838 30 0
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(CUSIP Number)
Peter Schmid
Eastbrokers Beteiligungs AG
Schlickgasse 1
1090 Vienna, Austria
43-1-317 27 00
--------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 10, 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 the 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 five percent or less of such class.)
(See Rule 13d-7.)
<PAGE>
CUSIP No. 232838 30 0
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1) Name of Reporting Person: KHS Beteiligungs AG
S.S. or I.R.S. Identification No. of Above Person: Not applicable
- -------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (a)[ ]
(b)[ ]
- -------------------------------------------------------------------------------
3) SEC Use Only
- -------------------------------------------------------------------------------
4) Source of Funds PF
- -------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)[ ]
- -------------------------------------------------------------------------------
6) Citizenship or Place of Organization: Austria
- -------------------------------------------------------------------------------
7) Sole Voting Power:
Number of
Shares -----------------------------------------------------------------
Beneficially 8) Shared Voting Power: 573,275 shares of Common Stock
Owned by
Each -----------------------------------------------------------------
Reporting 9) Sole Dispositive Power:
Person
With -----------------------------------------------------------------
10) Shared Dispositive Power: 573,275 shares of Common Stock
- -------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
573,275 shares of Common Stock
- -------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- -------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11):
19.97% of Common Stock, based on 2,871,000 shares of Common
Stock issued and outstanding at August 1, 1996. See Item 5
herein.
- -------------------------------------------------------------------------------
14) Type of Reporting Person CO
- -------------------------------------------------------------------------------
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<PAGE>
CUSIP No. 232838 30 0
-----------
- -------------------------------------------------------------------------------
1) Name of Reporting Person: Wolfgang M. Kossner
S.S. or I.R.S. Identification No. of Above Person: Not applicable
- -------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (a)[ ]
(b)[ ]
- -------------------------------------------------------------------------------
3) SEC Use Only
- -------------------------------------------------------------------------------
4) Source of Funds PF
- -------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)[ ]
- -------------------------------------------------------------------------------
6) Citizenship or Place of Organization: Austria
- -------------------------------------------------------------------------------
7) Sole Voting Power:
Number of
Shares --------------------------------------------------------------
Beneficially 8) Shared Voting Power: 573,275 shares of Common Stock
Owned by
Each --------------------------------------------------------------
Reporting 9) Sole Dispositive Power:
Person
With --------------------------------------------------------------
10) Shared Dispositive Power: 573,275 shares of Common Stock
- -------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
573,275 shares of Common Stock
- -------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X]
- -------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11):
19.97% of Common Stock, based on 2,871,000 shares of Common
Stock issued and outstanding at August 1, 1996. See Item 5
herein.
- -------------------------------------------------------------------------------
14) Type of Reporting Person IN
- -------------------------------------------------------------------------------
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<PAGE>
CUSIP No. 232838 30 0
-----------
- -------------------------------------------------------------------------------
1) Name of Reporting Person: Peter Schmid
S.S. or I.R.S. Identification No. of Above Person: Not applicable
- -------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (a)[ ]
(b)[ ]
- -------------------------------------------------------------------------------
3) SEC Use Only
- -------------------------------------------------------------------------------
4) Source of Funds OO
- -------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)[ ]
- -------------------------------------------------------------------------------
6) Citizenship or Place of Organization: Austria
- -------------------------------------------------------------------------------
7) Sole Voting Power:
Number of
Shares ----------------------------------------------------------------
Beneficially 8) Shared Voting Power: 573,275 shares of Common Stock
Owned by
Each ----------------------------------------------------------------
Reporting 9) Sole Dispositive Power:
Person
With ----------------------------------------------------------------
10) Shared Dispositive Power: 573,275 shares of Common Stock
- -------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
573,275 shares of Common Stock
- -------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- -------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11):
19.97% of Common Stock, based on 2,871,000 shares of Common
Stock issued and outstanding at August 1, 1996. See Item 5
herein.
- -------------------------------------------------------------------------------
14) Type of Reporting Person IN
- -------------------------------------------------------------------------------
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<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The 123,300 shares of Common Stock of Czech Industries, Inc. (the
"Company") which are the subject of this Amendment No. 1 to Schedule 13D were
acquired as follows:
Date Amount Price Consideration
---- ------ ----- -------------
10 Oct 96 20,000 shares $4.25 Cash
10 Oct 96 93,300 shares $4.125 Cash
16 Oct 96 5,000 shares $6.00 Cash
17 Oct 96 5,000 shares $6.00 Cash
ITEM 4. PURPOSE OF THE TRANSACTION.
The 123,300 shares of Common Stock of the Company referenced herein were
acquired for investment purposes.
While the Reporting Persons (and their affiliates) have no present plans
or proposals which relate to or would result in the acquisition or disposition
by any person of securities of the Issuer, the investments in the Issuer by
the Reporting Persons (and their affiliates) will be periodically reviewed and
at any time the amount of such investments may be increased, through open
market purchases or otherwise, or decreased. Except as otherwise set forth in
the Schedule 13D to which this Amendment relates, the reporting Persons (and
their affiliates) do not at the present time have any plans or proposals which
relate to or would result in:
(1) The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(2) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(3) A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(4) 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;
(5) Any material change in the present capitalization or dividend policy
of the Issuer;
(6) Any other material change in the Issuer's business or corporate
structure;
(7) Changes in the Issuer's Certificate of Incorporation, by-laws or
instruments corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any person;
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<PAGE>
(8) 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;
(9) 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
(10) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b)
KHS Beteiligungs AG
- -------------------
As of the date hereof, KHS is the record and beneficial owner of
373,275 shares of Common Stock of the Company, over which it has sole voting
power and sole power to dispose. KHS is also the beneficial owner of 200,000
shares of common stock which are owned by Karntner Landes und Hypothekenbank
AG (the "Bank") as nominee for KHS. Collectively said shares represent 19.97%
of the issued and outstanding shares of such Common Stock of the Company,
based on 2,871,000 shares issued and outstanding at August 1, 1996 (as
adjusted for the reverse split which became effective on September 10, 1996).
Wolfgang M. Kossner
- -------------------
As of the date hereof Wolfgang M. Kossner, as a director and
shareholder of KHS Beteiligungs AG, is the indirect beneficial owner of
573,275 shares of Common Stock of the Company over which he has shared power
(shared with Peter Schmid) to direct the vote and shared power to dispose of
such shares. Said 573,275 shares represent 19.97% of the issued and
outstanding shares of Common Stock of the Company, based on 2,871,000 shares
issued and outstanding at August 1, 1996 (as adjusted for the reverse split).
Mr. Kossner is a director of the Central and Eastern Europe Fund (the "Fund"),
which owns 32,500 shares of the Company's Common Stock. These shares are not
included in the 573,275 shares reported as owned by KHS Beteiligungs AG. The
reference to these shares should not be deemed as an admission that Mr.
Kossner is the beneficial owner of the shares owned by the Fund for purposes
of section 13(d) or 13(g) of the Securities Exchange Act of 1934.
Peter Schmid
- ------------
As of the date hereof, Peter Schmid, as a shareholder of KHS
Beteiligungs AG, is the indirect beneficial owner of 573,275 shares of Common
Stock of the Company over which he has shared power (shared with Wolfgang M.
Kossner) to direct the vote and shared power to dispose of such shares. Said
573,275 shares represent 19.97% of the issued and outstanding
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<PAGE>
shares of Common Stock of the Company, based on 2,871,000 shares issued and
outstanding at August 1, 1996 (as adjusted for the reverse split). The 573,275
shares reported as owned by KHS do not include 33,209 shares owned by Mr.
Schmid through WMP Borsenmakler AG ("WMP") which became an indirect subsidiary
of the Company on August 1, 1996 by reason of the Company's acquisition of
Eastbrokers. The reference to these shares should not be deemed as an
admission that Mr. Schmid is the beneficial owner of the shares owned by WMP
for purposes of section 13(d) or 13(g) of the Securities Exchange Act of 1934.
(c) Other than the transactions described in this Amendment No. 1,
none of the Reporting Persons has effected any transaction in the securities
of the Company during the period subsequent to the filing of the Schedule 13D
to which this Amendment No. 1 relates.
(d) Wolfgang M. Kossner and Peter Schmid, the principal stockholders
of KHS, have the right to receive or the power to direct the receipt of
dividends from, or proceeds from the sale of the securities of the Company
held by KHS and held by the Bank as nominee for KHS.
(e) Not applicable.
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the knowledge and behalf
of the undersigned, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Date: November 5, 1996 KHS BETEILIGUNGS AG
By: /s/ Wolfgang M. Kossner
-----------------------------
Name: Wolfgang M. Kossner
By: /s/ Peter Schmid
-----------------------------
Name: Peter Schmid
/s/ Wolfgang M. Kossner
-----------------------------
Wolfgang M. Kossner
/s/ Peter Schmid
-----------------------------
Peter Schmid
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