<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
---------
AVIC GROUP INTERNATIONAL, INC.
- ------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- ------------------------------------------------------------------------------
(Title of Class of Securities)
002348100
----------------------------------------------------------
(CUSIP Number)
Joseph R. Wright, Jr., c/o AVIC Group International, Inc.
599 Lexington Avenue, 44th Floor, New York, New York 10022 (212) 319-9160
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 1, 1995
--------------------------------------------------------
(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 / /. (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.)
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>
SCHEDULE 13D
CUSIP No. 002348100 Page 2 of 6 Pages
--------- --- ---
- -------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Joseph R. Wright, Jr.
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS* 00-187,500 shares issued in lieu of salary
00-4,500,000 shares underlying stock options granted
PF - 110,000 shares by the issuer
- -------------------------------------------------------------------------------
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A./New York
- -------------------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF 4,797,500
SHARES --------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH NONE
REPORTING --------------------------------------------------
PERSON
WITH (9) SOLE DISPOSITIVE POWER
4,797,500
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
NONE
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,797,500
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* / /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
13.42%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Page 3 of 6 Pages
--- ---
AVIC GROUP INTERNATIONAL, INC.
AMENDMENT NO. 1 TO
SCHEDULE 13 D
April 25, 1997
1. SECURITY AND ISSUER
Common Stock
AVIC Group International, Inc.
599 Lexington Avenue
44th Floor
New York, New York 10022
2. IDENTITY AND BACKGROUND
a. Joseph R. Wright, Jr.
b. Mr. Wright is the President, Chief Executive Officer and Chairman of
the Board of Directors of AVIC Group International, Inc. (the
"Company"). The address of AVIC Group International, Inc. is 599
Lexington Avenue, 44th Floor, New York, New York 10022.
c. AVIC Group International, Inc.
599 Lexington Avenue
44th Floor
New York, New York 10022
d. Not applicable
e. Not applicable
f. U.S.A.
3. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATION,
4. PURPOSE OF TRANSACTION, and
5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The Company entered into a five (5) year employment agreement dated as
of April 15, 1995, and as amended on November 21, 1995 and September 12,
1996, with Joseph R. Wright, Jr., pursuant to which Mr. Wright agreed to
serve as the Company's Chief Executive Officer and Chairman of the Board of
the Directors. The employment agreement grants Mr. Wright an option to
purchase up to 6,000,000 shares of Common Stock, subject to certain vesting
schedules.
<PAGE>
Page 4 of 6 Pages
--- ---
As of April 15, 1995, the option vested with respect to 1,500,000 shares
of Common Stock, at an exercise price of $0.35 per share. Further, the
option vested with respect to up to: (i) an share, as of April 15, 1996, and
(ii) an additional 1,500,000 shares, at an exercise price of $3.00 per share,
as of April 15, 1997. An additinal option to purchase up to 1,500,000
shares, at an exercise price of $3.00 per share, any vest provided that Mr.
Wright remains an employee of the Company on April 15, 1998. The 3,000,000
options with an exercise price of $0.35 per share expire on April 14, 2004
and the 3,000,000 options with an exercise price of $3.00 per share expire on
April 14, 2005. The options have been granted pursuant to the Company's 1996
Stock Option Plan.
In addition, Mr. Wright acquired an aggregate of 297,500 shares of
Common Stock, on the dtes and at the per share purchase prices set forth
below:
Per Share
Date Number of Shares Purchase Price
---- ---------------- --------------
12/15/95 100,000 $1.00
6/1/96 2,000 $5.88
7/18/96 5,000 $5.50
8/29/96 2,000 $2.50
9/4/96 1,000 $1.75
10/17/96 162,500 $1.50
1/13/97 25,000 $1.50
The 187,000 shares issued on October 17, 1996 and January 13, 1997 were
issued in lieu of salary in the aggregate amount of $281,250, or $1.50 per
share, and were registered on a Registration Statement on Form S-8, as filed
with the Securities and Exchange Commission (the "Commission") on January 31,
1997.
5. INTEREST IN SECURITIES OF THE ISSUER.
a. 4,797,500 shares (13.42%)
b. SOLE VOTING AND DISPOSITIVE POWERS - 4,797,500 shares
(See Item 6)
SHARED VOTING AND DISPOSITIVE POWERS - None (See Item 6)
c. Not applicable
d. See Item 6
e. Not applicable
<PAGE>
Page 5 of 6 Pages
--- ---
7. MATERIAL TO BE FILED AS EXHIBITS.
Employment Agreement between the Company and Joseph R. Wright, Jr.,
dated as of April 15, 1995, and amendments thereto dated as of November 21,
1995 and September 12, 1996 (collectively, the "Employment Agreements").
A copy of the Employment Agreements (including amendments thereto) have
been filed as part of the Company's: (i) Current Reports on Form 8-K, dated
as of May 1, 1995 and December 22, 1995, and (ii) Registration Statement on
Form S-8, as filed with the Commission on January 31, 1997. Each of these
documents has been filed with the Commission by the Company, and are
incorporated herein by this reference.
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) State the aggregate number and percentage of the class of securities
identified pursuant to Item 1 (which may be based on the number of
securities outstanding as contained in the most recently available
filing with the Commission by the issuer unless the filing person has
reason to believe such information is not current) beneficially owned
(identifying those shares which there is a right to acquire) by each
person named in Item 2. The above mentioned information should also be
furnished with respect to persons who, together with any of the persons
named in Item 2, comprise a group within the meaning of Section
13(d)(3) of the Act;
(b) For each person named in response to paragraph (a), indicate the number
of shares as to which there is sole power to vote or to direct the vote,
shared power to vote or to direct the vote, sole power to dispose or
to direct the disposition, or shared power to dispose or to direct the
disposition. Provide the applicable information required by Item 2 with
respect to each person with whom the power to vote or to direct the
vote or to dispose or direct the disposition is shared;
(c) Describe any transactions in the class of securities reported on that
were effected during the past sixty days or since the most recent filing
on Schedule 13D (Section 240.13d-191), whichever is less, by the persons
named in response to paragraph (a).
INSTRUCTION. The description of a transaction required by Item 5(c)
shall include, but not necessarily be limited to: (1) the identity of
the person covered by Item 5(c) who effected the transaction; (2) the
date of the transaction; (3) the amount of securities involved; (4) the
price per share or unit; and (5) where and how the transaction was
effected.
(d) If any other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the
sale of, such securities, a statement to that effect should be included
in response to this item and, if such interest relates to more than five
percent of the class, such person should be identified. A listing of the
shareholders of an investment company registered under the Investment
Company Act of 1940 or the beneficiaries of an employee benefit plan,
pension fund or endowment fund is not required.
(e) If applicable, state the date on which the reporting person ceased to
be the beneficial owner of more than five percent of the class of
securities.
INSTRUCTION. For computations regarding securities which represent a
right to acquire an underlying security, see Rule 13d-3(d)(1) and the
note thereto.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Describe any contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such
persons and any person with respect to any securities of the issuer,
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, put or calls,
guarantees of profits, division of profits or loss, or the giving or
withholding of proxies, naming the persons with whom such contracts,
arrangements, understandings or relationships have been entered into. Include
such information for any of the securities that are pledged or otherwise
subject to a contingency the occurrence of which would give another person
voting power or investment power over such securities except that disclosure
of standard default and similar provisions contained in loan agreements need
not be included.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following shall be filed as exhibits: copies of written agreements
relating to the filing of joint acquisition statements as required by Rule
13d-1(f) (Section 240.13d-1(f)) and copies of all written agreements,
contracts, arrangements, understandings, plans or proposals relating to (1)
the borrowing of funds to finance the acquisition as disclosed in Item 3; (2)
the acquisition of issuer control, liquidation, sale of assets, merger, or
change in business or corporate structure or any other matter as disclosed in
Item 4; and (3) the transfer or voting of the securities, finder's fees, joint
ventures, options, puts, calls, guarantees of loans, guarantees against loss
or of profit, or the giving or withholding of any proxy as disclosed in Item
6.
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.
April 25, 1997 /s/ Joseph R. Wright, Jr.
- ---------------------------------------- -------------------------------
Date Signature
Joseph R. Wright, Jr.
-------------------------------
Name/Title
6
