UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
FiberCore, Inc.
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(Name of Issuer)
Common Stock, $0.001 par value
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(Title of Class of Securities)
31563B109
(CUSIP Number)
Bruce S. Coleman, Esq.
Coleman & Rhine LLP
1120 Avenue of the Americas
New York, New York 10036
212-840-3330
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 14, 1997
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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 this statement [x]. 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 less than five percent of such class).
(See Rule 13d-7.)
Note: Six copies of this document, 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 should 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. 31563B109 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ariana Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,998,589
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,998,589
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,998,589
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 5.6%
14 TYPE OF REPORTING PERSON*
OO
*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>
SCHEDULE 13D
CUSIP No. 31563B109 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bereshkai S. Aslami
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 3,021,891
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 568,250
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 3,021,891
WITH 10 SHARED DISPOSITIVE POWER
568,250
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,590,141
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 10.0%
14 TYPE OF REPORTING PERSON*
IN
*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>
Item 1. Security and Issuer.
This statement relates to the common stock, $0.001 par value
per share (the "Common Stock") of FiberCore, Inc. (the "Issuer" or the
"Company"), a Nevada corporation with its principal executive office at 174
Charlton Road, Sturbridge, Massachusetts 01566.
Item 2. Identity and Background.
(a)-(f)
This statement is being filed by the following persons: Ariana Trust
and Bereshkai S. Aslami (collectively, the "Reporting Persons").
The Ariana Trust is a trust whose address is 8 Laurel Hill Road,
Sturbridge, MA 01566. Bereshkai S. Aslami, a United States citizen residing at 8
Laurel Hill Road, Sturbridge, MA 01566, is the sole trustee of the Ariana Trust
and the wife of Mohd A. Aslami, who is the Chairman, Chief Executive Officer and
President of the Issuer.
During the last five years, the Reporting Persons have not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such persons
were or are 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.
Item 3. Source and Amount of Funds or Other Consideration.
The Ariana Trust acquired its shares of Common Stock as a gift
from Mohd A. Aslami, who is a founder and an employee of the Company and who
acquired a majority of his interest in the securities in exchange for services
rendered to the Company and its predecessors.
Bereshkai S. Aslami acquired her shares of Common Stock
through the purchase of shares of the Issuer from her personal funds and
received Warrants to purchase additional shares in consideration for a loan to
the Issuer. Ms. Aslami is also the trustee of two other trusts for the benefit
of her three children, one of whom is a minor. Those other trusts received their
shares of Common Stock as a gift from Mohd A. Aslami.
Item 4. Purpose of the Transaction.
The Reporting Persons obtained the securities of the Issuer as an
investment.
3
<PAGE>
The Reporting Persons may, in the future, acquire additional securities
of the Issuer, pursuant to open market purchases, or otherwise. Similarly, the
Reporting Persons may in the future dispose of securities of the Issuer, through
sales on the open market or otherwise. The Reporting Persons were named as
"Selling Securityholders" in a Registration Statement on Form S-1 (file no.
333-10319) (the "Registration Statement"), which Registration Statement was
declared effective by the Securities and Exchange Commission on January 14,
1997. The Reporting Persons may sell, pledge or otherwise dispose of the
securities of the Issuer pursuant to the Registration Statement. The Reporting
Persons have no current plans with respect to the foregoing.
The Reporting Persons have no current plans or proposals with respect
to:
(i) Any extraordinary corporate transaction relating to the Issuer or
any of its subsidiaries;
(ii) A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(iii) Any change in the present Board of Directors or management of the
Issuer;;
(iv) Any material change in the present capitalization of the Issuer;
(v) Any other material change in Issuer's business or corporate
structure;
(vi) Any changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(vii) Causing a class of securities of the Issuer to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association;
(viii) 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, as amended (the "Exchange Act"); or
(ix) any similar action to those enumerated above.
4
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) The Ariana Trust beneficially owns 1,998,589 shares of Common
Stock, or 5.6% of the Common Stock of the Company. Bereshkai S. Aslami
beneficially owns 3,021,891 shares of Common Stock (including the shares owned
by the Ariana Trust and another trust for which Ms. Aslami is the sole trustee,
and her one minor child), or 8.4% of the shares of Common Stock. An additional
283,390 shares are owned by Ms. Aslami's other two children and 284,860 shares
of Common Stock are owned by a trust of which Ms.
Aslami is joint trustee.
The Ariana Trust disclaims beneficial ownership of the shares of Common
Stock owned by Mohd A. Aslami, Ms. Aslami's children or the related trusts. Ms.
Aslami disclaims beneficial ownership of the shares of Common Stock owned by Mr.
Aslami, her children who have reached the age of majority and the trust for
which she is a joint trustee.
(b) The Ariana Trust has sole voting and dispositive power with respect
to 1,998,589 shares of Common Stock, or 5.6% of the Common Stock of the Company.
Ms. Aslami has sole voting and dispositive power with respect to 3,021,891
shares of Common Stock (including the shares owned by the Ariana Trust), or 8.4%
of the Common Stock of the Company. The Ariana Trust has no shared voting and
dispositive power with respect to the shares of Common Stock. Ms. Aslami has
shared voting and dispositive power with respect to 568,250 shares of Common
Stock, or 1.6% of the Common Stock of the Company.
Item 6. Contracts, Arrangements, Understandings or
Relationships With respect to Securities of the Issuer.
None.
Item 7. Exhibits.
The following document is being filed herewith as an Exhibit:
1. Statement of Joint Filers
5
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: January 21, 1997
ARIANA TRUST
By: /s/ Bereshkai S. Aslami
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Bereshkai S. Aslami
BERESHKAI S. ASLAMI
/s/ Bereshkai S. Aslami
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STATEMENT OF JOINT FILERS
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agrees that the
statement to which this Exhibit is attached is filed on behalf of each of them
in the capacities set forth below.
Dated: January 21, 1997
ARIANA TRUST
By: /s/ Bereshkai S. Aslami
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Bereshkai S. Aslami
/s/ Bereshkai S. Aslami
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Bereshkai S. Aslami
