UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
OMNI Rail Products, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
68212J117
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(CUSIP Number)
Richard A. Kreitzberg
Joanna B. Kreitzberg
3332 El Dorado Loop, S.
Salem, Oregon 97032
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 15, 2000
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f), or (g), check the following box |_|.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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. 68212J117 Page 1 of 2 Pages
1. Name of Reporting Persons; I.R.S. Identification Nos. of Above Persons
(entities only).
Richard A. Kreitzberg
2. Check the Appropriate Box if a Member of a Group (See Instructions).
(a) |_|
(b) |_|
3. SEC Use Only.
4. Source of Funds (See Instructions). PF
5. Check 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
Beneficially 8. Shared Voting Power 915,428 (see Item 5)
Owned by
Each 9. Sole Dispositive Power
Reporting
Person With 10. Shared Dispositive Power 915,428 (see Item 5)
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
915,428
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions). |_|
See Item 5.
13. Percent of Class Represented by Amount in Row (11).
28.7%
14. Type of Reporting Person (See Instructions).
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 68212J117 Page 2 of 2 Pages
1. Name of Reporting Persons; I.R.S. Identification Nos. of Above Persons
(entities only).
Joanna B. Kreitzberg
2. Check the Appropriate Box if a Member of a Group (See Instructions).
(a) |_|
(b) |_|
3. SEC Use Only.
4. Source of Funds (See Instructions). PF
5. Check 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
Beneficially 8. Shared Voting Power 915,428 (see Item 5)
Owned by
Each 9. Sole Dispositive Power
Reporting
Person With 10. Shared Dispositive Power 915,428 (see Item 5)
11. Aggregate Amount Beneficially Owned by Each Reporting Person.
915,428
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions). |_|
See Item 5.
13. Percent of Class Represented by Amount in Row (11).
28.7%
14. Type of Reporting Person (See Instructions).
IN
<PAGE>
Item 1. Security and Issuer
No amendments.
Item 2. Identity and Background
No amendments.
Item 3. Source and Amount of Funds or Other Consideration
Mr. Kreitzberg converted the $122,580 principal balance owing to him under
the 8% Secured Convertible Subordinated Note that the Company issued to him on
January 22, 1999, into 634,472 shares of the Company's common stock.
Item 4. Purpose of Transaction
On August 15, 2000, Mr. Kreitzberg converted $122,580 principal balance
owing to him under the note referred to in Item 3 into 634,472 shares of the
Company's common stock. This transaction was conducted for investment purposes
in the ordinary course of business and not for the purpose of gaining control of
the Company. Except as set forth above, Mr. and Mrs. Kreitzberg do not have any
plans or proposals that relate to (i) any extraordinary corporate transaction,
(ii) any sale or transfer of a material amount of assets of the Company or any
of its subsidiaries, (iii) any change in the present Board of Directors or
management of the Company, (iv) any material change in the present
capitalization or dividend policy of the Issuer, (v) any other material change
in the Company's business or corporate structure; (vi) any changes in the
Company's charter, bylaws, or instruments corresponding thereto, or other
actions that may impede the acquisition or control of the Company by any person,
(vii) causing a class of securities of the Company to be delisted from a
national securities exchange or 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 Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended, or (xi) any other material changes in the
operation, management, structure, or financial condition of the Company. Mr. and
Mrs. Kreitzberg intend to continue to conduct investment activities related to
the securities of the Company in the ordinary course of business.
Item 5. Interest in Securities of the Issuer
(a) Mr. and Mrs. Kreitzberg are the beneficial owners in the aggregate of
915,428 shares of the common stock of the Company, representing in the aggregate
28.7 percent of such class. Mr. Kreitzberg is the record owner of 889,875 of
such 915,428 shares of the common stock of the Company (16,667 of which he has
the right to acquire). Mrs. Kreitzberg is the record owner of 25,553 of such
915,428 shares of the common stock of the Company. Each of Mr. and Mrs.
Kreitzberg's disclaim ownership of the other's shares of common stock of the
Company.
(b) No amendments.
(c) On April 29, 2000, Mr. Kreitzberg purchased 5,299 shares of the
Company's common stock for $7,948.50 in a private transaction.
(d)-(e) No amendments.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
On August 15, 2000, Mr. Kreitzberg converted the $122,580 principal balance
owing to him under the note referred to in Item 3 into 634,472 shares of the
Company's common stock.
<PAGE>
Item 7. Material to Be Filed as Exhibits
No amendments.
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.
October 11, 2000 /s/ Richard A. Kreitzberg
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Date Signature
Richard A. Kreitzberg
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Name/Title
October 13, 2000 /s/ Joanna B. Kreitzberg
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Date Signature
Joanna B. Kreitzberg
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Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name of any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
