SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
Electric Fuel Corporation
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(Name of Issuer)
Common Stock $0.01 Par Value
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(Title of Class of Securities)
284871-10-0
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(CUSIP Number)
Steven M. Plon, Esquire, Buchanan Ingersoll Professional Corporation
Eleven Penn Center, 14th Floor, Philadelphia, PA 19103, (215) 665-3608
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 28, 1999
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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 |_|. (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 claim 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.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d1(a) for other parties to whom copies are to be
sent.
*The remainder of this coverage page shall be filed 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 action of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s)
Page 1 of 4 Pages
<PAGE>
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CUSIP No. 284871-10-0 Page 2 of 4 Pages
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Leon S. Gross S.S. No. ###-##-####
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
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(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
United States of America
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7. SOLE VOTING POWER
NUMBER OF 3,351,004
SHARES ----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 235,000
EACH ----------------------------------------------------
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 2,801,004
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10. SHARED DISPOSITIVE POWER
785,000 [550,000 shares are subject to a
Security Agreement and 235,000 are held
jointly as a Co-Trustee of the Rose Gross
Charitable Foundation].
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,586,004
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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) 25.6% of
the issued and outstanding stock
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14. TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 4 Pages
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AMENDMENT NO. 8 TO SCHEDULE 13D
This Amendment No. 8 to the Schedule 13D dated February 23, 1996, as
amended by the First Amendment to Schedule 13D dated April 30, 1996, the Second
Amendment to Schedule 13D dated September 1, 1996, the Third Amendment to
Schedule 13D dated October 11, 1996, the Fourth Amendment to Schedule 13D dated
December 27, 1996, the Fifth Amendment to Schedule 13D dated May 12, 1997, the
Sixth Amendment to Schedule D dated December 3, 1997 and the Seventh Amendment
to Schedule 13D dated September 28, 1998 (the "Existing Schedule 13D"), is being
filed by the undersigned in accordance with Rule 13d-2(a) of the general rules
and regulations under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and amends the Existing Schedule 13D to the extent set forth
below. Terms defined in the Existing Schedule 13D are used herein as so defined.
Item 5. Interest in Securities of the Issuer.
The third paragraph of Items 5(a) and (b) of the Existing Schedule 13D is hereby
amended to read as follows:
Mr. Gross beneficially owns 3,586,004 Shares, or 25.6% of the Common Stock
outstanding. Of the 3,586,004 Shares beneficially owned by him, Mr. Gross has
the sole power to vote 3,351,004 Shares. The remaining 235,000 Shares are held
jointly by Mr. Gross and Lawrence M. Miller in their capacities as Co-Trustees
of the Rose Gross Charitable Foundation (the "Foundation"), a charitable
foundation founded by Mr. Gross by Agreement of Trust dated May 28, 1997. Mr.
Gross has sole power to dispose of all Shares beneficially owned by him, except
for (i) rights as to disposition for a total of 550,000 Shares granted to
Madison Bank under a Security Agreement and (ii) the 235,000 Shares owned by the
Foundation. To the best of Mr. Gross' knowledge, except as expressly set forth
herein, no other person has the right to receive or the power to direct the
receipt of dividends from, or proceeds of the sale of, the shares of Common
Stock held by him.
Item 6. Contracts, Arrangements, Understanding or Relationship With Respect
to Securities of the Issuer.
Item 6 of the Existing Schedule 13D is hereby amended by replacing it with the
following paragraph:
(a) On September 28, 1999, Mr. Gross pledged 550,000 Shares owned by him to
Madison Bank as security for a loan by Madison Bank to Mr. Gross pursuant to a
Security Agreement between Madison Bank and Mr. Gross dated September 27, 1999.
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Page 4 of 4 Pages
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Item 7. Exhibits
Exhibit "1" - Security Agreement dated September 27, 1999 between Mr. Gross
and Madison Bank.
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.
October 14, 1999
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Date
/s/Leon S. Gross
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Leon S. Gross
Exhibit 1
SECURITY AGREEMENT
<TABLE>
<CAPTION>
DATE September 27, 1999
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DEBTOR Leon S. Gross SECURED Madison Bank
PARTY
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<S> <C> <C> <C>
BUSINESS
OR
RESIDENCE Park Plaza Condominium, 14M ADDRESS 1767 Sentry Parkway West
ADDRESS
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CITY, CITY,
STATE & Philadelphia, PA 19131 STATE & Blue Bell, PA 19422
ZIP CODE ZIP CODE
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</TABLE>
1. Security Interest and Collateral. To secure the payment and performance of
each and every debt, liability and obligation of every type and description
which Debtor may now or at any time hereafter owe to Secured Party (whether such
debt, liability or obligation now exists or is hereafter created or incurred,
and whether it is or may be direct or indirect, due or to become due, absolute
or contingent, primary or secondary, liquidated or unliquidated, or joint,
several or joint and several; all such debts, liabilities and obligations being
herein collectively referred to as the "Obligations"), Debtor hereby grants
Secured Party a security interest (herein called the "Security Interest") in the
following property (herein called the "Collateral") (check applicable boxes and
complete information):
[Inapplicable sections omitted]
(c) ACCOUNTS AND OTHER RIGHTS TO PAYMENT:
|X| Assignment of certificates of marketable securities.
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together with all substitutions and replacements for and products of any of the
foregoing property not constituting consumer goods and together with proceeds of
any and all of the foregoing property and, in the case of all tangible
Collateral, together with all accessions and, except in the case of consumer
goods, together with (i) all accessories, attachments, parts, equipment and
repairs now or hereafter attached or affixed to or used in connection with any
such goods, and (ii) all warehouse receipts, bills of lading and other documents
of title now or hereafter covering such goods.
<PAGE>
2. Representations, Warranties and Agreements. Debtor represents, warrants and
agrees that:
(a) Debtor is |X| an individual, |_| a partnership, |_| a corporation and, if
Debtor is an individual, the Debtor's residence is at the address of Debtor
shown at the beginning of this Agreement.
(b) The Collateral will be used primarily for |_| personal, family or household
purposes; |_| farming operations; |X| business purposes.
(c) |_| If any part or all of the tangible Collateral will become so related to
particular real estate as to become a fixture, the real estate concerned
is: and the name of the record owner is:
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(d) Debtor's chief executive office is located at -----------------------------
or, if left blank, at the address of Debtor shown at the beginning of this
Agreement.
THIS AGREEMENT CONTAINS ADDITIONAL PROVISIONS
CONTAINED ON PAGE 2 OF THIS DOCUMENT
Madison Bank Leon S. Gross
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Secured Party's Name Debtor's Name
