U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
BALTIC INTERNATIONAL USA, INC.
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(Name of Issuer)
Common Stock, $0.01 Par Value
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(Title of Class of Securities)
058825-10-0
-------------------------
(CUSIP Number)
Jonas af Jochnick
Oriflame Eastern Europe
Waterloo Office Park
Building O
Dreve Richelle, 161
B-1410 Waterloo - Belgium
32-3-357-55-00
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 19, 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 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 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 13-d(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).
SCHEDULE 13D
CUSIP No. 058825-10-0 Page 2 of 12 Pages
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Celox S.A.
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2 Check the Appropriate Box if a Member of a Group* (a) |X|
(b) |_|
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3 SEC Use Only
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4 Source of Funds* WC
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5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items
2(d) or 2(e) |_|
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6 Citizenship or Place of Organization Luxembourg
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Number of 7 Sole Voting Power 5,000,000
Shares --------------------------------------------------
Beneficially 8 Shared Voting Power -0-
Owned by --------------------------------------------------
Each 9 Sole Dispositive Power 5,000,000
Reporting --------------------------------------------------
Person With 10 Shared Dispositive Power -0-
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 5,000,000
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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) 28.82%
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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.
SCHEDULE 13D
CUSIP No. 058825-10-0 Page 3 of 12 Pages
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1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person
ORESA Ventures N.V.
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2 Check the Appropriate Box if a Member of a Group* (a) |X|
(b) |_|
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3 SEC Use Only
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4 Source of Funds* WC
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5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items
2(d) or 2(e) |_|
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6 Citizenship or Place of Organization Netherland Antilles
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Number of 7 Sole Voting Power 7,500,000
Shares --------------------------------------------------
Beneficially 8 Shared Voting Power -0-
Owned by --------------------------------------------------
Each 9 Sole Dispositive Power 7,500,000
Reporting --------------------------------------------------
Person With 10 Shared Dispositive Power -0-
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 7,500,000
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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) 40.32%
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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.
SCHEDULE 13D
CUSIP No. 058825-10-0 Page 4 of 12 Pages
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1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person
Jonas af Jochnick
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2 Check the Appropriate Box if a Member of a Group* (a) |X|
(b) |_|
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3 SEC Use Only
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4 Source of Funds* None
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5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items
2(d) or 2(e) |_|
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6 Citizenship or Place of Organization Sweden
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Number of 7 Sole Voting Power -0-
Shares --------------------------------------------------
Beneficially 8 Shared Voting Power 12,500,000
Owned by --------------------------------------------------
Each 9 Sole Dispositive Power -0-
Reporting --------------------------------------------------
Person With 10 Shared Dispositive Power 12,500,000
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person 12,500,000
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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) 59.24%
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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.
CUSIP NO. 058825-10-0 Page 5 of 12
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ITEM 1. SECURITY AND ISSUER
Securities acquired: Common Stock, par value $0.01 ("Common Stock")
Issuer: Baltic International USA, Inc.
Principal Executive Offices: 1990 Post Oak Blvd., Suite 1630
Houston, Texas 77056
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule is being filed jointly by the following reporting
persons (hereinafter sometimes collectively referred to as the "Reporting
Persons" pursuant to an Agreement of Joint Filing attached hereto as Exhibit A:
(i) Celox S.A., a Luxembourg corporation, which owns 24% of ORESA
Ventures S.A., the parent of ORESA Ventures N.V.;
(ii) ORESA Ventures N.V., a Netherland Antilles corporation;
(iii) Jonas af Jochnick, an individual who is a director,
officer, stockholder and the controlling person of
Celox S.A. and ORESA Ventures N.V.,
(b), (c) and (f) The Reporting Persons have business addresses as
follows:
(i) Celox S.A., 3 Avenue Pasteur, L2311 Luxembourg
(ii) ORESA Ventures N.V., Scharlooweg 81, Curacao, Willemstad,
Netherland Antilles
(iii) Jonas af Jochnick, Oriflame Eastern Europe, Waterloo Office
Park, Building O, Dreve Richelle, 161, B-1410 Waterloo,
Belgium
Celox S.A. is a privately owned investment corporation which is in the
business of purchasing, for investment and trading purposes, securities and
other financial instruments.
ORESA Ventures N.V. is a subsidiary of ORESA Ventures S.A., a venture
capital company concentrating on Eastern Europe and listed on the Stockholm
stock exchange.
CUSIP NO. 058825-10-0 Page 6 of 12
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Jonas af Jochnick, a Swedish citizen, is chairman of the board and
chief executive officer of ORESA Ventures S.A., a venture capital company
concentrating on Eastern Europe and listed on the Stockholm stock exchange.
He is also chairman of the board and chief executive officer of Oriflame
Eastern Europe, S.A. and vice chairman of Oriflame International S.A. The
two Oriflame companies both manufacture cosmetic and skin care products which
are marketed on a global basis. Oriflame International is listed on the London
Stock exchange. He also owns 100% of the outstanding stock of Celox S.A.
(d) No events have occurred which would be required to be reported
under the provisions of this Item.
(e) No events have occurred which would be required to be reported
under the provisions of this Item.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
Celox S.A. used working capital to directly purchase the Common
Stock owned by it. The approximate aggregate amount of funds used by
Celox S.A. to purchase such securities was $1,000,000 (including broker
commissions and clearing fees).
ORESA Ventures N.V. used working capital to directly purchase the
Common Stock owned by it. The approximate aggregate amount of funds used by
ORESA Ventures N.V. to purchase such securities was $1,500,000 (including
broker commissions and clearing fees).
ITEM 4. PURPOSE OF THE TRANSACTION
Each of the other Reporting Persons has acquired the securities
reported herein for investment. As of the date hereof, none of the Reporting
Persons has any plans or proposals which would result in any of the following:
(1) acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer except
for open market or privately negotiated purchases or sales of
the Issuer's securities at times and prices determined by the
investment objectives of each of the Reporting Persons;
(2) any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving
the Issuer or any of its subsidiaries;
(3) any sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
CUSIP NO. 058825-10-0 Page 7 of 12
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(4) any change in the present board of directors or managers of
the Issuer except for two nominees selected by Jonas af
Jochnick for appointment to the board of directors of the
Issuer;
(5) any material change in the present capitalization or dividend
policy of the Issuer;
(6) any other material change in the Issuer's business or
corporate structure;
(7) any change in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(8) causing a class of securities of the Issuer to be delisted
from a national securities exchange;
(9) causing a class of securities of the Issuer to become eligible
for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934; or
(10) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The beneficial ownership of each of the Reporting Persons of Common
Stock of the Issuer as of the date hereof is as follows:
(i) Celox S.A. is the beneficial owner of 5,000,000 shares of
Common Stock, of which 2,500,000 shares have been acquired
directly in a private placement. In connection with the
private placement, the Issuer issued warrants to purchase
2,500,000 shares at an exercise price of $0.65 per share,
which warrants are currently exercisable and expire in
August 2002. The total number of shares of Common Stock
beneficially owned by Celox S.A. represents 28.82% of the
shares of Common Stock outstanding.
(ii) ORESA Ventures N.V. is the beneficial owner of 7,500,000
shares of Common Stock, of which 3,750,000 shares have been
acquired directly in a private placement. In connection with
the private placement, the Issuer issued warrants to purchase
3,750,000 shares at an exercise price of $0.65 per share,
which warrants are currently exercisable and expire in
August 2002. The total number of shares of Common Stock
beneficially owned by ORESA Ventures N.V. represents 40.32%
of the shares of Common Stock outstanding.
CUSIP NO. 058825-10-0 Page 8 of 12
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(iii) By reason of his positions as the sole stockholder of Celox
S.A. and chairman and chief executive officer of ORESA
Ventures N.V., Jonas af Jochnick may be deemed to have
indirect shared voting and dispositive power over the
12,500,000 shares of Common Stock of the Issuer beneficially
owned by such corporations. Accordingly, Jonas af Jochnick
may be deemed the beneficial owner of an aggregate 12,500,000
shares representing 59.24% of the Common Stock of the Issuer
outstanding.
The number of shares beneficially owned and the percentage of
outstanding shares represented thereby, for each of the Reporting Persons, have
been computed in accordance with Rule 13d-3 under the Securities Exchange Act of
1934, as amended. The percentages of ownership described above are based on the
9,615,270 outstanding shares of Common Stock of the Issuer reported in the
Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997.
(b) Celox S.A. and ORESA Ventures N.V. have the sole power to vote or
to dispose of or to direct the voting or to direct the disposition of the
Common Stock of the Issuer beneficially owned by each corporation. Jonas
af Jochnick may be deemed to have shared voting and dispositive power over
the aggregate 12,500,000 shares of the Common Stock of the Issuer beneficially
owned by Celox S.A. as its sole stockholder and ORESA Ventures N.V. as its
chairman and chief executive officer.
(c) The following are all transactions in the class of securities
reported on herein effected by the Reporting Persons in the past sixty (60) days
(all such transactions were private purchases):
<TABLE>
<CAPTION>
TRANSACTION REPORTING NO. OF PRICE
DATE PERSON SHARES PER SHARE TOTAL
- - ---- --------- ------ --------- -----
<S> <C> <C> <C> <C>
8/15/97 Celox S.A. 1,250,000 $0.40 $ 500,000.00
8/15/97 ORESA Ventures N.V. 1,250,000 $0.40 $ 500,000.00
9/19/97 Celox S.A. 1,250,000 $0.40 $ 500,000.00
9/19/97 ORESA Ventures N.V. 2,500,000 $0.40 $1,000,000.00
</TABLE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS AND RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Except as set forth herein above, there are no contracts, arrangements,
understandings or relationships between the Reporting Persons with respect to
the securities of the Issuer reported upon by this report except for Jonas af
Jochnick has been elected as a director for the Issuer's board of directors on
September 12, 1997.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A. Agreement of Joint Filing
CUSIP NO. 058825-10-0 Page 9 of 12
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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.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
CELOX S.A.
By: /s/ Jonas af Jochnick
-------------------------------
Jonas af Jochnick, Chief
Executive Officer
Dated as of: September 26, 1997
CUSIP NO. 058825-10-0 Page 10 of 12
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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.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
ORESA VENTURES N.V.
By: /s/ Jonas af Jochnick
---------------------------
Jonas af Jochnick, Chief
Executive Officer
Dated as of: September 26, 1997
CUSIP NO. 058825-10-0 Page 11 of 12
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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.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
By: /s/ Jonas af Jochnick
------------------------
Jonas af Jochnick, Individually
Dated as of: September 26, 1997
CUSIP NO. 058825-10-0 Page 12 of 12
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EXHIBIT A
AGREEMENT OF JOINT FILING
BALTIC INTERNATIONAL USA, INC.
COMMON STOCK, PAR VALUE $0.01
In accordance with Rule 13D-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby confirm the agreement by and among them
to the joint filing on behalf of each of them of a Statement on Schedule 13D,
and any and all amendments thereto, with respect to the above referenced
securities and that this Agreement be included as an Exhibit to such filing.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which together shall be
deemed to constitute one and the same Agreement.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of
this 26th day of September, 1997.
CELOX S.A.
By: /s/ Jonas af Jochnick
-----------------------------
Jonas af Jochnick, Chief
Executive Officer
ORESA VENTURES N.V.
By: /s/ Jonas af Jochnick
-----------------------------
Jonas af Jochnick, Chief
Executive Officer
/s/ Jonas af Jochnick
-----------------------------------
Jonas af Jochnick, Individually
