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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
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(Amendment No. 1)*
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HEADWAY CORPORATE RESOURCES, INC.
(FORMERLY AFGL INTERNATIONAL, INC.)
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(Name of Issuer)
Common Stock, Par Value $0.0001 Per Share
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(Title of Class of Securities)
000946103
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(CUSIP Number)
Mr. William Austin
212-446-1930
ING (U.S.) Capital Corporation
135 East 57th Street
New York, New York 10022
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Walter W. Driver, Jr.
King & Spalding
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
April 15, 1998 through May 15, 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: /_/
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Check the following box if a fee is being paid with the Statement. /_/
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 disclosure
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 (the "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).
(Continued on following pages)
Page 2 of 12 Pages
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CUSIP NO. 000946103
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
ING (U.S.) Capital Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7. SOLE VOTING POWER -0-
SHARES
BENEFICIALLY 8. SHARED VOTING POWER -0-
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER -0-
REPORTING
PERSON
WITH 10. SHARED DISPOSITIVE POWER -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Not applicable
Page 3 of 12 Pages
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14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS 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 4 of 12 Pages
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STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
Item 1. Security and Issuer
Item 1 is amended and supplemented by replacing the information
previously filed under this item with the following:
The class of equity securities to which this Statement on Schedule 13D
relates is the common stock, par value $0.0001 per share (the "Common Stock"),
of Headway Corporate Resources, Inc. (formerly AFGL International, Inc.) (the
"Issuer"), a Delaware corporation, with its principal executive offices located
at 850 Third Avenue, 11th Floor, New York, New York 10002.
As of November 1, 1996 the corporate structure of the reporting person
and its parent companies and affiliates changed. The corporate name of the
reporting person, Internationale Nederlanden (U.S.) Capital Corporation, a
Delaware corporation, was changed to ING (U.S.) Capital Corporation ("Holder").
Holder entered into a Credit Agreement with the Issuer, as described in the
initial 13D filing conducted on June 6, 1996. Simultaneously with entering into
the Credit Agreement with the Issuer, the Holder purchased warrants ("Warrants")
exercisable for 575,000 shares of Series E Convertible Preferred Stock, par
value $0.001 per share ("Series E Preferred Stock") which shares of Series E
Preferred Stock were convertible into 575,000 shares of Common Stock of the
Issuer. On March 20, 1998, Holder transferred the warrants to a wholly owned
subsidiary, ING (U.S.) Investment Corporation, a Delaware corporation, ("U.S.
Investments"), having the same business address as Holder. On April 3, 1998,
Holder, through its wholly-owned subsidiary U.S. Investments, exercised the
Warrants for the Series E Preferred Stock and converted the Series E Preferred
Stock into 575,000 shares of Common Stock. The 575,000 shares have been sold as
described in item 5 and neither Holder nor U.S. Investments owns any shares of
Common Stock of the Issuer.
Item 2. Identity and Background
Item 2 is amended and supplemented by replacing the information
previously filed under this item with the following:
Holder is a wholly owned subsidiary of ING (U.S.) Capital Financial
Holdings Corporation, f/k/a Internationale Nederlanden (U.S.) Capital Holdings
Corporation, ("U.S. Capital Holdings"),
Page 5 of 12 Pages
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a holding company with subsidiaries engaged principally in the financial
services business. U.S. Capital Holdings is organized under the laws of the
State of Delaware and its principal executive office is located at 135 East 57th
Street, New York, New York 10022. U.S. Capital Holdings is a wholly owned
subsidiary of ING (U.S.) Financial Holdings Corporation ("U.S. Holdings"),
organized under the laws of the State of Delaware and having its principal
executive office at 135 East 57th Street, New York, New York 10022.
U.S. Holdings is a wholly owned subsidiary of ING Bank N.V. ("INB").
INB is organized under the laws of The Netherlands and has its principal
executive offices at De Amesterdamse Poort, 1102 MG, Amsterdam Zuid - Oost,
Postbus 1800, 1000 AV, Amsterdam, The Netherlands. INB is engaged principally in
the financial services business.
INB is a wholly owned subsidiary of ING Groep N.V. ("ING"), a holding
company organized under the laws of The Netherlands with subsidiaries engaged
principally in the financial services business. ING's principal executive office
is located at Strawinskylaan 2631, Postbus 810, 1000 AV Amsterdam, The
Netherlands.
Schedule 1 attached hereto and incorporated herein by reference sets
forth certain additional information with respect to each executive officer and
director of (i) Holder, (ii) U.S. Investments (iii) U.S. Capital Holdings, (iv)
U.S. Holdings, (v) INB and (vi) ING.
During the last five years, none of (i) Holder, (ii) U.S. Investments
(iii) U.S. Capital Holdings, (iv) U.S. Holdings, (v) INB, (vi) ING and (vii) to
the best knowledge of Holder, the persons identified in Schedule 1, has been (a)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (b) 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 violations with respect to such laws.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended and supplemented by replacing the information
previously filed under this item with the following:
(a) Holder no longer beneficially (as that term is defined in Rule
13d-3 ("Rule 13d-3") under the Act) owns any shares of Common Stock of the
Issuer. None of (i) Holder, (ii) U.S. Investments (iii) U.S. Capital Holdings,
(iv) U.S. Holdings, (v) INB, (vi) ING and (vii) to the best knowledge of Holder,
the persons identified in Schedule 1 hereto, presently beneficially own any
Common Stock of the Issuer.
Page 6 of 12 Pages
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(b) Holder has no power to vote or to direct the vote of, or to dispose
of or to direct the disposition of, any shares of Common Stock of the Issuer.
(c) Holder sold in the open market 575,000 shares of Common Stock of
the Issuer in the following transactions:
<TABLE>
<CAPTION>
Date Sold Number of Shares Price per share Total proceeds
--------- ---------------- --------------- --------------
<S> <C> <C> <C>
4/29/98 200,000 $ 9.00
25,000 $ 9.625 $2,040,547
4/30/98 75,000 $ 9.77080 $ 732,786
5/5/98 25,000 $ 9.375 $ 234,375
5/12/98 25,000 $ 10.125
25,000 $ 10.0625
25,000 $ 10.3125 $ 767,190
5/14/98 55,000 $ 11.00 $ 605,000
5/15/98 120,000 $ 11.00 $1,320,000
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Total 575,000 $5,699,898
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</TABLE>
Except as indicated herein, no transactions in the shares of Common
Stock of the Issuer have been effected by (i) Holder, (ii) U.S. Investments
(iii) U.S. Capital Holdings, (iv) U.S. Holdings, (v) INB, (vi) ING and (vii) to
the best knowledge of Holder, the persons identified in Schedule 1 hereto,
during the past 60 days.
(d) Not applicable
(e) Not applicable
Page 7 of 12 Pages
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SIGNATURES
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 21, 1998
ING (U.S.) CAPITAL CORPORATION
By: /s/ John Lanier
-------------------------------------
Name: John Lanier
Title: Vice President
Page 8 of 12 Pages
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SCHEDULE 1
Schedule 1 is amended and supplemented by adding to the information
previously filed under this item with the following:
Set forth below is the name and position of each of the executive
officers and directors of (i) Holder, (ii) U.S. Investments (iii) U.S. Capital
Holdings, (iv) U.S. Holdings, (v) INB and (vi) ING.
Except as otherwise indicated, the principal occupation of each person
listed below is as a Senior Officer of Holder, U.S. Investments, U.S. Capital
Holdings, U.S. Holdings, INB and/or ING, as the case may be. Unless otherwise
indicated, each person for the U.S. entities is a citizen of the United States
and for INB and ING, a citizen of The Netherlands.
The business address of each person at Holder, U.S. Investments, U.S.
Capital Holdings, and U.S. Holdings is 135 East 57th Street, New York, New York
10022. The business address of each person at INB is De Amsterdamse Poort, 1102
MG, Amsterdam Zuid - Oost, Postbus 1800, 1000 AV, Amsterdam, The Netherlands.
The business address of each person at ING is Strawinskylaan 2631, Postbus 810,
1000 AV Amsterdam, The Netherlands.
ING (U.S.) INVESTMENT CORPORATION
Executive Officers
Name Position
Timothy Schantz President
William A. Austin General Counsel
Joseph Kaminsky Senior Vice President
Directors
Principal Occupation
Name (if other than as indicated above)
Timothy Schantz
(U.S.)
Bart J. Staal
Page 9 of 12 Pages
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ING (U.S.) CAPITAL CORPORATION
Executive Officers
Name Position
Timothy Schantz President
Bart Staal (U.S.) Chief Executive Officer
Chris Rowland Chief Operating Officer
Directors
Principal Occupation
Name (if other than as indicated above)
Timothy Schantz Director
Bart Staal (U.S.) Chairman
ING (U.S.) CAPITAL FINANCIAL HOLDINGS CORPORATION
Executive Officers
Name Position
Timothy Schantz President
Directors
Principal Occupation
Name (if other than as indicated above)
Timothy Schantz Director
Bart Staal (U.S.) Director, Chairman
Page 10 of 12 Pages
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ING (U.S.) FINANCIAL HOLDINGS CORPORATION
Executive Officers
Name Position
Fernando Gentil President
Bart Staal Executive Vice President
Directors
Principal Occupation
Name (if other than as indicated above)
Fernando Gentil Director
Bart Staal Director
M. Minderhoud (Netherlands) Director, Chairman
ING BANK N.V.
Executive Officers
Name Position
G.J.A. van der Lugt Chairman
J.H.M. Lindenbergh Member
C. Maas Member
M. Minderhoud Member
Directors
Principal Occupation
Name (if other than as indicated above)
J. W. Berghuis Vice Chairman, Executive Board, Koninklijke
Pakhoed N.V.
J. Kamminga Chairman of the Board, MKB Nederland;
director of Makelaarskantoor J. Kamminga &
Zonen B.V.
O.H.S. van Royen Retired
G. Verhagen Retired
P.F. van der Heijden
Page 11 of 12 Pages
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ING GROEP N.V.
Executive Officers
Name Position
A.G. Jacobs Chairman
G.J.A. van der Lugt Vice Chairman
J.H. Holsboer Member
H. Huizinga Member
E. Kist Member
J.H.M. Lindenbergh Member
C. Maas Member
M. Minderhoud Member
Directors
Principal Occupation
Name (if other than as indicated above)
J.B. Erbe, Retired
Chairman
L.A.A. van den Berghe Professor at Erasmus University of Rotterdam,
(Belgium) The Netherlands (Economics and management
of insurance companies)
J.W. Berghuis Vice Chairman, Executive Board, Koninklijke
Pakhoed N.V.
J. Kamminga Chairman of the Board, MKB Nederland;
director of Makelaarskantoor J. Kamminga &
Zonen B.V.
O.H.A. van Royen Retired
J.J. van Rijn Retired
G. Verhagen Retired
Vice Chairman
P.F. van der Heijden
M. Ververs Chairman of Executive Board, Wolters Kluwer
N.V.
Vice Chairman
Page 12 of 12 Pages
