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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ANCOR COMMUNICATIONS, INCORPORATED
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
03 332 K10 8
(CUSIP Number)
FAHAD ALMUBARAK WITH A COPY TO:
RANA INVESTMENT COMPANY RAYMOND L. MOSS, ESQ.
P.O. BOX 60148 SIMS MOSS KLINE & DAVIS LLP
RIYADH 11545 SUITE 310, 400 NORTHPARK TOWN CENTER
SAUDI ARABIA ATLANTA, GEORGIA 30328
011-966-146-26262 (770) 481-7200
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
JUNE 22, 1997
(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.
Page 1 of 9 Pages
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13D
CUSIP No. 03 332 K10 8
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS:
OVERSEAS GROWTH INVESTMENTS LIMITED (OGI)
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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 PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: Cayman Islands
NUMBER OF 7 SOLE VOTING POWER:
SHARES ---------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: NONE
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 658,437
REPORTING ---------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER: NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 658,437
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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): 5.9%
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14 TYPE OF REPORTING PERSON: IV
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ITEM 1. SECURITY AND ISSUER.
-------------------
This Statement relates to shares of preferred stock of Ancor
Communications, Inc. (the "Issuer") which are convertible into its common stock.
The Issuer has its principal executive offices at: 6130 Blue Circle Drive,
Minnetonka, Minnesota 55343; Tel: (612) 932-4000.
ITEM 2. IDENTITY AND BACKGROUND.
-----------------------
This Statement is filed by the following:
(a) Rana Investment Company ("Rana"), a corporation organized under
the law of the Kingdom of Saudi Arabia with is principal offices located at P.
O. Box 60148, Riyadh 11545, Kingdom of Saudi Arabia. Rana's principal
businesses are investment management for others and the management of its own
portfolio consisting principally of debt securities, equity securities and
rights and options relating thereto.
(b) Overseas Growth Investments Limited ("OGI"), an exempted company
organized under the laws of the Cayman Islands with its principal offices
located at c/o Rana Investment Company, P.O. Box 60148, Riyadh 11545, Kingdom of
Saudi Arabia. OGI is a private investment company. Rana acts as the investment
manager of OGI and has authority to vote and direct the disposition of all
equity securities held beneficially by OGI.
During the past five years, none of the entities listed above or any
of the persons shown on Schedules A or B attached hereto has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is 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.
-------------------------------------------------
On or about March 20, 1997 (the "Closing Date"), OGI purchased 320
shares of Series B Preferred Stock (the "Preferred Stock") for an aggregate
purchase price of $3,200,000. The terms of said investment are described in
Exhibits 4.12 - 4.14 of OGI's quarterly report on Form 10-Q, filed on May 14,
1997.
The funds used to acquire the Preferred Stock were taken from the working
capital, including equity contributions and earnings from operations, of OGI.
Certain of the shares described in Item 5 below, if and when issued, will have
been issued upon conversion of the Preferred Stock.
Page 3 of 9 Pages
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ITEM 4. PURPOSE OF TRANSACTION.
----------------------
OGI acquired the Preferred Stock and Issuer shares for investment in
the ordinary course of its businesses consistent with the belief that the value
of the Preferred Stock and Issuer shares would exceed their respective purchase
prices within a reasonable time period. OGI may elect itself to acquire
additional shares of Issuer stock or to sell shares. Any such determination may
be based on a number of factors, including whether Issuer ultimately honors
OGI's conversion elections, the continued attractiveness of investment in Issuer
shares at then prevailing market prices, the number of shares that are available
for purchase, the price or prices thereof, general market conditions and other
similar factors.
While OGI reserves the right to develop plans or proposals in the
future regarding the following items, at the present time none of the persons
identified in response to Item 2 of this Statement have any plans or proposals
which relate to or would result in any of the following:
(1) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(2) Sale or transfer of a material amount of assets of the Issuer or
of any of its subsidiaries;
(3) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(4) Any material change in the present capitalization or dividend
policy of the Issuer;
(5) Any other material change in the Issuer's business or corporate
structure;
(6) 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;
(7) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or cease to be authorized to be quoted in an inter-
dealer quotation system of a registered national securities association;
(8) 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; or
(9) Any action similar to any of those enumerated above.
Page 4 of 9 Pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
Under the rules and regulations of the Securities and Exchange
Commission ("SEC"), OGI may be deemed to be the beneficial owner of a total of
658,437 outstanding shares of Common Stock, representing approximately 5.9% of
the issued and outstanding shares of the Issuer. Rana currently has sole power
to direct the voting and disposition of the shares of Common stock held by OGI.
The percentage of outstanding shares of Issuer stock set out in the
preceding paragraph is computed based on a total of 10,571,813 shares of Issuer
stock indicated as outstanding in Registrant's quarterly report on Form 10-Q,
filed on May 14, 1997.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
-------------------------------------------------------------
RESPECT TO SECURITIES OF THE ISSUER.
-----------------------------------
Except as described in this Statement, the parties filing this
Statement are not parties to any contract, arrangement, understanding or
relationships with any other person with respect to shares of Issuer stock,
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, divisions of profits or loss, or the giving or
withholding of proxies.
SIGNATURES
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.
Rana Investment Company
Date: July ____, 1997 Signature:______________________________
Name: ________________________________
Title: ______________________________
Overseas Growth Investments Limited (OGI)
Date: July ____, 1997 Signature:_______________________________
Name: Mazen Hassounah
Title: Deputy General Manager
Page 5 of 9 Pages
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SCHEDULE A
The following persons are the directors and/or executive officers of
Rana Investment Company:
PRINCIPAL OCCUPATION OF
NAME AND BUSINESS ADDRESS EMPLOYMENT AND CITIZENSHIP
------------------------- --------------------------
Fahad A. Almubarak General Manager
P.O. Box 60148 Rana Investment Company
Riyadh 11545 Citizen of Saudi Arabia
Kingdom of Saudi Arabia
Mazen Hassounah Deputy General Manager
P.O. Box 60148 Rana Investment Company
Riyadh 11545 Kingdom of Saudi Arabia
Kingdom of Saudi Arabia
Page 6 of 9 Pages
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SCHEDULE B
The following persons are the directors and/or executive officers of
Overseas Growth Investments Limited (OGI):
PRINCIPAL OCCUPATION OF
NAME AND BUSINESS ADDRESS EMPLOYMENT AND CITIZENSHIP
------------------------- --------------------------------------
Fahad A. Almubarak General Manager
P.O. Box 60148 Rana Investment Company
Riyadh 11545 Citizen of Saudi Arabia
Kingdom of Saudi Arabia
Mazen Hassounah Deputy General Manager
P.O. Box 60148 Rana Investment Company
Riyadh 11545 Kingdom of Saudi
Kingdom of Saudi Arabia
Page 7 of 9 Pages
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EXHIBIT INDEX
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Sequential
Exhibit Page Number
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7.1 Agreement Regarding Joint Filing between Rana 9
Investment Company and Overseas Growth Investments
Limited
Page 8 of 9 Pages
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EXHIBIT 7.1
AGREEMENT REGARDING JOINT FILING
The undersigned agree that a Schedule 13D, and any amendments thereto
that may be required, shall be filed jointly on behalf of the undersigned and
any other person or entity who may hereafter file together with them in any
required amendment, when and if required under provisions of the Securities
Exchange Act of 1934 or rules or regulations of the Securities and Exchange
Commission thereunder.
Rana Investment Company
Date: July ____, 1997 By: /s/ Mazen Hassounah
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Name: Mazen Hassounah
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Title: Deputy General Manager
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Overseas Growth Investments Limited
Date: July ____, 1997 By: /s/ Mazen Hassounah
--------------------------------------
Name: Mazen Hassounah
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Title: Director
-----------------------------------
Page 9 of 9 Pages
