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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13D-2(A)
(AMENDMENT NO. 4)(1)
EASTBROKERS INTERNATIONAL INCORPORATED
(Name of Issuer)
COMMON STOCK, $.05 PAR VALUE PER SHARE
(Title of Class of Securities)
276052 10 7
(CUSIP Number)
WOLFGANG KOSSNER
GENERAL PARTNERS BETEILIGUNGS AG
FREYENTHURN 1
9020 KLAGENFURT, AUSTRIA
011-43-463-2300-35
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JANUARY 1, 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 that 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-(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
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(1)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 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. 276052 10 7 13D Page 2 of 7 Pages
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1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
General Partners Beteiligungs AG
I.R.S. Identification No.: Not applicable
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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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 ITEM 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Austria
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7 SOLE VOTING POWER
2,187,920 shares of Common Stock. (Includes 200,000
shares issuable upon exercise of options held by
General Partners to acquire these shares at $10.00
per share and 400,000 shares issuable upon exercise
of warrants to acquire these shares at $7.00 per
share held by General Partners and exercisable on
NUMBER OF February 20, 1999.)
SHARES
BEBEFICIALLY ---------------------------------------------------------------
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING
PERSON ---------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
2,187,920 shares of Common Stock. (Includes 200,000
shares issuable upon exercise of options held by
General Partners to acquire these shares at $10.00
per share and 400,000 shares issuable upon exercise
of warrants to acquire these shares at $7.00 per
share held by General Partners and exercisable on
February 20, 1999.)
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,187,920 shares of Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW |_|
(11) EXCLUDES CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.00% of Common
Stock, based on 5,757,250 shares of Common Stock issued and
outstanding at February 16, 1999. See Item 5 herein.
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14 TYPE OF REPORTING PERSON
CO
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CUSIP No. 276052 10 7 13D Page 3 of 7 Pages
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1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Wolfgang M. Kossner
I.R.S. Identification No.: Not applicable
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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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 ITEM 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Austria
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7 SOLE VOTING POWER
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8 SHARED VOTING POWER
2,420,420 shares of Common Stock. (Includes 200,000
shares issuable upon exercise of options held by
NUMBER OF General Partners to acquire these shares at $10.00
SHARES per share and 400,000 shares issuable upon exercise
BENEFICIALLY of warrants to acquire these shares at $7.00 per
OWNED BY share held by General Partners and exercisable on
EACH February 20, 1999.)
REPORTING ---------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
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10 SHARED DISPOSITIVE POWER
2,420,420 shares of Common Stock. (Includes 200,000
shares issuable upon exercise of options held by
General Partners to acquire these shares at $10.00
per share and 400,000 shares issuable upon exercise
of warrants to acquire these shares at $7.00 per
share held by General Partners and exercisable on
February 20, 1999.)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,420,420 shares of Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW |_|
(11) EXCLUDES CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.04% of Common
Stock, based on 5,757,250 shares of Common Stock issued and
outstanding at February 16, 1999. See Item 5 herein.
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14 TYPE OF REPORTING PERSON
IN
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ITEM 1. SECURITY AND ISSUER.
This Amendment No. 4 amends and supplements the Statement on Schedule 13D,
as previously amended (the "Schedule 13D"), relating to shares of common stock,
$.05 par value, of Eastbrokers International Incorporated ("Common Stock"), a
Delaware corporation having its principal executive offices at 15245 Shady Grove
Road, Suite 340, Rockville, Maryland 20850 (the "Company" or the "Issuer"). This
statement also relates to options to acquire the Common Stock of Issuer and
warrants to acquire the Common Stock of Issuer.
ITEM 2. IDENTITY AND BACKGROUND.
Corporate Securityholder
(a) This statement is being filed by General Partners Beteiligungs AG,
an Austrian corporation formerly known as KHS Beteiligungs AG
("GP").
(b) The address of the principal executive office of GP is Freyenthurn
1, 9020 Klagenfurt, Austria.
(c) The principal business of GP: GP was formed to be a holding
company and has no operations.
(d) During the last five years, GP has not been convicted in a
criminal proceeding.
(e) During the last five years, GP has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and is not subject to a judgment, decree or final order
enjoining future violations of, prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
Executive Officers, Directors and/or Persons Controlling General Partners
Beteiligungs AG and the Central & Eastern Europe Fund.
Wolfgang M. Kossner
(a) This statement is also being filed by Wolfgang M. Kossner, a
principal shareholder and a member of the supervisory board of GP.
(b) Mr. Kossner's business address is General Partners Beteiligungs
AG, Freyenthurn 1, 9020 Klagenfurt, Austria.
(c) Mr. Kossner's principal occupation is as principal shareholder
and a member of the supervisory board of GP.
(d) During the last five years, Mr. Kossner has not been convicted in
a criminal proceeding.
(e) During the last five years, Mr. Kossner has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and is not subject to a judgment, decree or final order
enjoining future violations of prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Mr. Kossner is a citizen of Austria.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The disclosure under Item 3 of Schedule 13D, as amended to date, filed on
behalf of KHS Beteiligungs AG, is incorporated by reference.
On January 1, 1999, GP purchased 526,884 Shares of Common Stock of the
Issuer in a private sale between qualified investors for cash consideration of
$15.00 per share. On January 1, 1999, GP purchased 33,000 options to acquire
shares of Common Stock of the Issuer at $10.00 per share, one share per option,
for cash consideration of $2.00 per option.
ITEM 4. PURPOSE OF TRANSACTION.
The securities 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;
(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.
General Partners Beteiligungs AG
As of the date hereof, GP is the record and beneficial owner of 2,187,920
shares of Common Stock of the Company, over which it has sole voting power and
sole power to dispose. This number represents 38.00% of the issued and
outstanding shares of Common Stock of the Company, based on 5,757,250 shares
issued and outstanding at February 16, 1999. Said 2,187,920 shares include
200,000 shares issuable upon exercise of options held by GP to acquire these
shares at $10.00 per share and 400,000 shares issuable upon exercise of warrants
to acquire these shares at $7.00 per share held by GP and exercisable on
February 20, 1999. See below with respect to 32,500 shares held by a fund of
which Mr. Kossner is a director and 200,000 shares held by Karntner Landes und
Hypothekenbank AG.
Wolfgang M. Kossner
As of the date hereof Wolfgang M. Kossner is the indirect beneficial owner
of 2,420,420 shares of Common Stock of the Company over which he has shared
power to direct the vote and to dispose of such shares. This number represents
42.04% of the issued and outstanding shares of Common Stock of the Company,
based on 5,757,250 shares issued and outstanding at February 16, 1999. Said
2,420,420 shares include 200,000 shares issuable upon exercise of options held
by GP to acquire these shares at $10.00 per share and 400,000 shares issuable
upon exercise of warrants to acquire these shares at $7.00 per share held by GP
and exercisable on February 20, 1999. Also included are 32,500 shares owned by
the Central and Eastern Europe Fund (the "Fund") of which Mr. Kossner is a
director and 200,000 shares owned by by Karntner Landes und Hypothekenbank AG as
to which Mr. Kossner may be deemed to have shared voting and investment power.
The reference to the shares owned by the Fund should not be deemed as an
admission that Mr. Kossner is the beneficial owner thereof for purposes of
section 13(d) or 13(g) of the Securities Exchange Act of 1934.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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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.
March 10, 1999
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(Date)
/s/ Wolfgang M. Kossner
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Wolfgang M. Kossner/Member,
Supervisory Board
GENERAL PARTNERS BETEILIGUNGS AG
March 10, 1999
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(Date)
/s/ Corina Chwala
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Mag. Corina Chwala/Managing Director
March 10, 1999
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(Date)
/s/ Dr. Anton Kollman
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Dr. Anton Kollman/Managing Director
