UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
SIRCO INTERNATIONAL CORP.
(Name of Issuer)
Common Stock, par value $.10
(Title of Class of Securities)
829639103
(CUSIP Number)
CLEC Holding Corp.
575 Madison Avenue, New York, New York 10022
(212) 988-9799
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
With Copies to:
Neil S. Baritz, Esq.
Dreier & Baritz
1515 North Federal Highway, Suite 300
Boca Raton, Florida 33432
April 23, 1998
(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 [ ].
NOTE. Six copies 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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SCHEDULE 13D
CUSIP NO. 829639103
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CLEC Holding Corp. ("CHC")
22-3527935
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS* Shares of CHC common stock and cash
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
a New Jersey Corporation
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NUMBER OF 7. SOLE VOTING POWER
SHARES 350,000
BENEFICIALLY ________________________________________________
OWNED BY 8. SHARED VOTING POWER
EACH ________________________________________________
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 350,000
WITH ________________________________________________
10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON
350,000
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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)
6.78%
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14. TYPE OF REPORTING PERSON *
CO.
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ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, .10 par value ("Common
Stock"), issued by:
SIRCO INTERNATIONAL CORP. (the "Company")
24 Richmond Hill Avenue
Stamford, CT 06901
ITEM 2. IDENTITY AND BACKGROUND FOR CLEC HOLDING CORP. (a) - (c), (f)
CLEC Holding Corp., a New Jersey corporation ("CHC")
575 Madison Avenue
New York, New York 10022
CHC is a holding company formed to pursue acquisitions in the
telecommunications field.
(d) During the last five years, CHC has not been convicted in a criminal
proceeding (excluding traffic or similar misdemeanor).
(e) During the last five years, CHC has not 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 finding any violation with respect to
such laws.
IDENTITY AND BACKGROUND OF DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS OF
CLEC HOLDING CORP. (a) - (c), (f)
I. Kenneth G. Baritz
c/o CLEC Holding Corp.
575 Madison Avenue
New York, New York 10022
Mr. Baritz is Chief Executive Officer and Chairman of the Board of CHC.
II. Wesly Minella
c/o CLEC Holding Corp.
575 Madison Avenue
New York, New York 10022
Mr. Minella is the Secretary of CHC.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The funds used for the purchase reported herein consist of $150,000 in
cash and shares of CHC's common stock, neither of which were borrowed.
The number of such shares was 300,000. As a result of this purchase
reported herein, CHC has purchased more than 5% of the Company's
outstanding Common Stock during the proceeding twelve months.
Consequently, CHC is filing this Schedule 13D.
None of the directors, executive officers or control persons of CHC
contributed capital to CHC to effect the acquisition of the shares
disclosed in this Schedule 13D.
ITEM 4. PURPOSE OF THE TRANSACTION.
The acquisition of the stock is for investment purposes in connection
with the mutual desire of each of CHC and the Company to jointly
develop solicitation and other marketing programs for the Company
through an entity owned by CHC; CHC may in the future, purchase
additional shares of the Company's Common Stock or dispose of shares by
sale, gift or otherwise. CHC has no present plans or proposals would
result in any actions listed in paragraphs (a) through (j) of Item 4 of
this Schedule 13D.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER - CLEC HOLDING CORP.
(a) CHC beneficially owns 350,000 shares (6.78%) of the Company's
outstanding Common Stock.
(b) CHC has sole power to vote and dispose of the 350,000 shares.
(c) CHC acquired 350,000 non-registered shares of the Company's Common
Stock in exchange for $150,000 and 300,000 shares of its common stock.
(d) Not applicable.
(e) Not applicable.
INTEREST IN THE SECURITIES OF THE ISSUER - DIRECTORS, EXECUTIVE OFFICERS AND
CONTROL PERSONS OF CHC
(a) - (c) Collectively, the directors, executive officers, and control persons
of CHC beneficially own -0- shares of the outstanding shares of the Company's
Common Stock.
(d) Not applicable for each and every director, executive officer and control
person or CHC.
(e) Not applicable for each and every director, executive officer and control
person or CHC
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
These shares are restricted from resale pursuant to the Securities Act
of 1933 and any applicable state law unless subject to an exemption
from such registration requirements.
None of the directors, executive officers or control persons of CHC
have entered into any contracts, agreements or undertakings with
respect to the securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not Applicable.
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.
Dated: May 4, 1998 CLEC HOLDING CORP.
By:/s/ KENNETH G. BARITZ
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Kenneth G. Baritz, Chairman and CEO
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