U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
BALTIC INTERNATIONAL USA, INC.
(Name of Issuer)
Common Stock, $0.01 Par Value
(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
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 12, 1999
(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/A
CUSIP No. 058825-10-0 Page 2 of 12 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Celox S.A.
- ------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group* (a) |_|
(b) |X|
- ------------------------------------------------------------------------------
3 SEC Use Only
- ------------------------------------------------------------------------------
4 Source of Funds* None
- ------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to
Items 2(d) or 2(e) |_|
- ------------------------------------------------------------------------------
6 Citizenship or Place of Organization Luxembourg
- ------------------------------------------------------------------------------
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) 0.00%
- ------------------------------------------------------------------------------
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/A
CUSIP No. 058825-10-0 Page 3 of 12 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ORESA Ventures N.V.
- ------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group* (a) |_|
(b) |X|
- ------------------------------------------------------------------------------
3 SEC Use Only
- ------------------------------------------------------------------------------
4 Source of Funds* None
- ------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to
Items
2(d) or 2(e) |_|
- ------------------------------------------------------------------------------
6 Citizenship or Place of Organization Netherland Antilles
- ------------------------------------------------------------------------------
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) 0.00%
- ------------------------------------------------------------------------------
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/A
CUSIP No. 058825-10-0 Page 4 of 12 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Jonas af Jochnick
- ------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group* (a) |_|
(b) |X|
- ------------------------------------------------------------------------------
3 SEC Use Only
- ------------------------------------------------------------------------------
4 Source of Funds* None
- ------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to
Items
2(d) or 2(e) |_|
- ------------------------------------------------------------------------------
6 Citizenship or Place of Organization Sweden
- ------------------------------------------------------------------------------
Number of 7 Sole Voting Power 15,000
Shares -------------------------------------------------
Beneficially 8 Shared Voting Power -0-
Owned by -------------------------------------------------
Each 9 Sole Dispositive Power 15,000
Reporting -------------------------------------------------
Person With 10 Shared Dispositive Power -0-
- ------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person 15,000
- ------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* |_|
- ------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 0.16%
- ------------------------------------------------------------------------------
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 Pages
ITEM 1. SECURITY AND ISSUER
Securities acquired: Common Stock, par value $0.01 ("Common Stock")
Issuer: Baltic International USA, Inc.
Principal Executive Offices: 5151 San Felipe, Suite 1661
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., Waterloo Office Park, Building O, Dreve Richelle,
161, B - 1410 Waterloo, Belgium
(ii) ORESA Ventures N.V., Waterloo Office Park, Building O, Dreve
Richelle, 161, B - 1410 Waterloo, Belgium
(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 Pages
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 OR OTHER CONSIDERATION
On July 12, 1999, the Issuer sold half of its interest in AIRO Catering
Services ("AIRO") to Oresa Ventures N.V. and Celox S.A. The Issuer received
from Oresa Ventures N.V. and Celox S.A. an aggregate of 6,250,000 shares of
the Issuer's Common Stock, warrants to purchase 6,250,000 shares of the
Issuer's Common Stock and $250,000 in cash for a 23% interest in AIRO. The
Issuer also issued an option to Oresa Ventures N.V. and Celox S.A. for the
right to purchase the remaining 23% of AIRO for $1,145,000 in cash and
forgiveness of debt of about $190,000. In connection with this transaction,
Jonas af Jochnick has resigned from the Issuer's board of directors.
ITEM 4. PURPOSE OF TRANSACTION
Each of the other Reporting Persons has disposed of the securities
reported herein for the investment objectives of the Reporting Persons. As of
the date hereof, none of the Reporting Persons has any plans or proposals
which would result in any of the following:
(a) acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) any sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries, except for the right of the
Reporting Persons to purchase the remaining 23% of AIRO for
$1,145,000 in cash and forgiveness of debt of about $190,000;
CUSIP NO. 058825-10-0 Page 7 of 12
(d) any change in the present board of directors or managers of the
Issuer except for Jonas af Jochnick and Adolf af Jochnick have
resigned from the Issuer's board of directors;
(e) any material change in the present capitalization or dividend
policy of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) 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;
(h) causing a class of securities of the Issuer to be delisted from
a national securities exchange;
(i) 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
(j) 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 0 shares of Common Stock.
The total number of shares of Common Stock beneficially owned by
Celox S.A. represents 0.00% of the shares of Common Stock
outstanding.
(ii) ORESA Ventures N.V. is the beneficial owner of 0 shares of
Common Stock. The total number of shares of Common Stock
beneficially owned by ORESA Ventures N.V. represents 0.00% of the
shares of Common Stock outstanding.
(iii) Jonas af Jochnick is the benficial owner of 15,000 shares of
Common Stock. The total number of shares of Common Stock
beneficially owned by Jonas af Jochnick represents 0.16% of the
shares of Common Stock 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 9,336,785 outstanding shares of Common Stock of the Issuer
reported in the Issuer's Current Report on Form 8-K date July 12, 1999.
CUSIP NO. 058825-10-0 Page 8 of 12
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 9,336,785 outstanding shares of Common Stock of the Issuer
reported in the Issuer's Current Report on Form 8-K dated July 12, 1999.
(b) Jonas af Jochnick has 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 him.
(c) Except as described above, none of the Reporting Persons have
effected any transactions in shares of the Common Stock during the past 60
days.
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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A. Agreement of Joint Filing
CUSIP NO. 058825-10-0 Page 9 of 12
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: July 22, 1999
CUSIP NO. 058825-10-0 Page 10 of 12
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: July 22, 1999
CUSIP NO. 058825-10-0 Page 11 of 12
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: July 22, 1999
CUSIP NO. 058825-10-0 Page 12 of 12
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 22nd day of July, 1999.
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
By: /s/ Jonas af Jochnick
---------------------------------------------
Jonas af Jochnick, Individually
