UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SCHEDULE 13D
Under the Securities Act of 1934
(Amendment No. )*
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)
April 30, 1997 - November 29, 1999
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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 |_|.
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
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>
CUSIP No. 68212J117
1. Name of Reporting Person
Social Security or I. R.S. Identification No. of above Person
Richard A. Kreitzberg
2. Check the Appropriate Box If a Member of a Group
| | A
| | B
3. Sec Use Only
4. Source of Funds*
PF
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
Beneficially
Owned by
Each 8. Shared Voting Power
Reporting
Person 910,129 (see Item 5)
With
9. Sole Dispositive Power
10. Shared Dispositive Power
910,129 (see Item 5)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
910,129
12. Check If the Aggregate Amount in Row (11) Excludes Certain Shares* |_|
See Item 5.
13. Percent of Class Represented by Amount in Row (11)
38.7%
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 SIGNATUREATTESTATION
<PAGE>
CUSIP No. 68212J117
1. Name of Reporting Person
Social Security or I. R.S. Identification No. of above Person
Joanna B. Kreitzberg
2. Check the Appropriate Box If a Member of a Group
| | A
| | B
3. Sec Use Only
4. Source of Funds*
PF
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
Beneficially
Owned by
Each 8. Shared Voting Power
Reporting
Person 910,129 (see Item 5)
With
9. Sole Dispositive Power
10. Shared Dispositive Power
910,129 (see Item 5)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
910,129
12. Check If the Aggregate Amount in Row (11) Excludes Certain Shares* |_|
See Item 5.
13. Percent of Class Represented by Amount in Row (11)
38.7%
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 shares of common stock, $.01 par value, of OMNI
Rail Products, Inc., a Delaware corporation (the "Company"), whose principal
executive offices are located at 975 S.E. Sandy Boulevard, Portland, Oregon
97214.
Item 2. Identity and Background
(a) The names of the persons filing this statement are Richard A.
Kreitzberg and Mr. Kreitzberg's wife, Joanna B. Kreitzberg, and this statement
is filed on behalf of both of them.
(b) Mr. and Mrs. Kreitzberg's residence address is 3332 El Dorado, Loop S.,
Salem, Oregon 97302.
(c) Mr. Kreitzberg is retired and is not currently engaged in any
occupation; Mrs. Kreitzberg is a housewife and is not currently engaged in any
occupation.
(d) During the past five years, Mr. and Mrs. Kreitzberg have not been
convicted in any criminal proceeding.
(e) During the past five years, Mr. and Mrs. Kreitzberg have not been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in 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.
(f) Mr. and Mrs. Kreitzberg are citizens of the United States.
Item 3. Source and Amount of Funds or Other Considerations
Mr. and Mrs. Kreitzberg used their personal funds to acquire the Company's
shares of common stock.
Item 4. Purpose of Transaction.
All transactions for the purchase and sale of the common stock of the
Company by Mr. and Mrs. Kreitzberg were 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 by 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
910,129 shares of the common stock of the Company, representing in the aggregate
38.7 percent of such class. Mr. Kreitzberg is the record owner of 884,576 of
such 910,129 shares of the common stock of the Company (651,139 of which he has
the right to acquire). Mrs. Kreitzberg is the record owner of 25,553 of such
910,129 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.
<PAGE>
(b) See subparagraph (a) of this Item 5.
(c) Mr. Kreitzberg acquired from another shareholder of the Company on
November 29, 1999, options to purchase 33,334 shares of common stock. The
Company had previously granted these options to such other shareholder. On that
same date, Mr. Kreitzberg transferred one-half of those options (options to
purchase 16,667 shares of the Company's common stock) to another shareholder of
the Company. See Item 6.
(d) Not applicable.
(e) Not applicable.
Item 6. Contract, Arrangement, Understandings or Relationships with respect to
Securities of the Issuer.
Mr. Kreitzberg is a party to certain contracts with respect to the
Company's securities. First, on January 22, 1999, Mr. Kreitzberg loaned the
Company the amount of $122,580. To evidence such loan, the Company executed and
delivered to Mr. Kreitzberg an 8% Secured Convertible Subordinated Note, a
Subordinated Security Agreement, and a Registration Rights Agreement. Pursuant
to the 8% Secured Convertible Subordinated Note, Mr. Kreitzberg may at any time
convert all or any part of the principal balance owing under such note into a
maximum of 634,472 shares of the Company's common stock. Second, on November 29,
1999, Mr. Kreitzberg, on one hand, and Steven F. Rosendahl, Jim Steuer, and
Dynasty Capital Corporation (the "Dynasty Parties"), on the other hand, entered
into a Purchase and Release Agreement, whereby Mr. Kreitzberg acquired, among
other things, the interest of the Dynasty Parties in and to certain derivative
securities of the Company (including options to purchase up to 33,334 shares of
the Company's common stock at $3.00 per share). In connection with such
agreement, Messrs. Kreitzberg and Rosendahl entered into a separate Assignment
by the terms of which Mr. Rosendahl assigned his interest in the options to
purchase 33,334 shares. Third, Mr. Kreitzberg transferred one-half of the assets
he purchased under the Purchase and Release Agreement from the Dynasty Parties,
including the options to purchase 16,667 of such 33,334 shares, to William E.
Cook, a shareholder, director, and executive officer of the Company. In
connection with such agreement, Messrs. Kreitzberg and Cook entered into an
Assignment of CMDI Options by the terms of which Mr. Kreitzberg assigned his
interest in the options to purchase 16,667 of such 33,334 options.
Item 7. Material to be filed as Exhibits.
1. Joint Acquisition Statement.
2. 8% Secured convertible Subordinated Note - previously filed as Exhibit
10.16 to the Quarterly Report for the quarter ended January 31, 1999, filed with
the Securities and Exchange commission ("SEC") on March 17, 1999, and
incorporated herein by reference.
3. Subordinated Security Agreement - previously filed as Exhibit 10.19 to
the Quarterly Report for the quarter ended January 31, 1999, filed with the SEC
on March 17, 1999, and incorporated herein by reference.
4. Registration Rights Agreement - previously filed as Exhibit 10.18 to the
quarterly Report for the quarter ended January 31, 1999, filed with the SEC on
March 17, 1999, and incorporated herein by reference.
5. Purchase and Release Agreement among Richard A. Kreitzberg, Steven F.
Rosendahl, Jim Steuer, and Dynasty Capital Corporation dated November 29, 1999.
6. Assignment between Richard A. Kreitzberg and Steven F. Rosendahl dated
November 29, 1999.
<PAGE>
7. Assignment between Richard A. Kreitzberg and William E. Cook dated
November 29, 1999.
8. Assignment of CMDI Options between Richard A. Kreitzberg and William E.
Cook dated November 29, 1999.
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.
/s/ Richard A. Kreitzberg
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By: Richard A. Kreitzberg
Dated: February 3, 2000
/s/ Joanna B. Kreitzberg
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Joanna B. Kreitzberg
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is singed
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).
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
1. Joint Acquisition Statement.
2. 8% Secured convertible Subordinated Note - previously filed as Exhibit
10.16 to the Quarterly Report for the quarter ended January 31, 1999,
filed with the Securities and Exchange commission ("SEC") on March 17,
1999, and incorporated herein by reference.
3. Subordinated Security Agreement - previously filed as Exhibit 10.19 to
the Quarterly Report for the quarter ended January 31, 1999, filed
with the SEC on March 17, 1999, and incorporated herein by reference.
4. Registration Rights Agreement - previously filed as Exhibit 10.18 to
the quarterly Report for the quarter ended January 31, 1999, filed
with the SEC on March 17, 1999, and incorporated herein by reference.
5. Purchase and Release Agreement among Richard A. Kreitzberg, Steven F.
Rosendahl, Jim Steuer, and Dynasty Capital Corporation dated November
29, 1999.
6. Assignment between Richard A. Kreitzberg and Steven F. Rosendahl dated
November 29, 1999.
7. Assignment between Richard A. Kreitzberg and William E. Cook dated
November 29, 1999.
8. Assignment of CMDI Options between Richard A. Kreitzberg and William
E. Cook dated November 29, 1999.
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement of
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement of Schedule 13D shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or her contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the other entities or persons, except to the extent that he or she
knows or has reason to believe that such information is inaccurate.
/s/ Richard A. Kreitzberg
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By: Richard A. Kreitzberg
Dated: February 3, 2000
/s/ Joanna B. Kreitzberg
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Joanna B. Kreitzberg
