UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 3)(1)
SILVER DINER, INC
(Name of Issuer)
Common Stock, par value, $.00074
(Title of Class of Securities)
827655 10 1
(CUSIP Number)
Arnold Westerman, Esquire
Ype Von Hengst Arent Fox Kintner Plotkin & Kahn, PLLC
11806 Rockville Pike 1050 Connecticut Avenue, N.W.
Rockville, Maryland 20852 Washington, D.C. 20036-5339
(301) 770-4187 (202)-857-6243
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 1, 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(e), 13d-1(f) or 13d-1(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.
(Continued on following pages)
(Page 1 of 13 Pages)
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(1) 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 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).
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CUSIP NO. 827655 10 1 13D PAGE 2 OF 13 PAGES
- ------------------------------------- ------------- -------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ype Von Hengst
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(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 of America
NUMBER OF 7. SOLE VOTING POWER 65,222
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 248,498
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,293,768(1)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Pursuant to Rule 13d-5(b)(1) of the Securities Exchange Act of 1934,
the amount of Common Shares reported in Item 11 includes the beneficial
ownership of the Common Shares owned by the Group referred to in Item 5 of this
Amendment No. 3. Mr. Von Hengst disclaims, pursuant to Rule 13d-4, beneficial
ownership of all Common Shares reported in Item 11 above which are not also
reported in Item 7. See -- Item 5 of Amendment No. 3.
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<PAGE>
This Amendment No. 3 to Schedule 13D (this "Amendment No. 3") is filed by Ype
Von Hengst with respect to the common stock, par value $.00074 per share
("Common Shares"), of Silver Diner, Inc., a Delaware corporation (the "Issuer"),
and amends all previous Schedule 13Ds filed by Mr. Von Hengst. All capitalized
terms used and not defined herein shall have the respective meanings ascribed
to them in Amendment No. 2.
Item 2. IDENTITY AND BACKGROUND.
The following is hereby added to and should be read together with the
disclosures made in Item 2 of Amendment No. 2.
The following information relates to the identity and background of Ype
Von Hengst, on whose behalf this Amendment No. 3 is being filed, and members of
the group formed to accomplish the acquisitions described herein. The
information contained in Item 4 and Item 5 of this Amendment No. 3 with respect
to the acquisitions described herein is incorporated herein by reference.
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<PAGE>
<TABLE>
<CAPTION>
(d), (e)
Criminal or
(a), (b) (c) Civil (f)
NAME/ADDRESS(1) OCCUPATION PROCEEDINGS(2) CITIZENSHIP
- --------------- ---------- -------------- -----------
<S><C>
Robert T. Giaimo Chairman of the Board, No United States
President, Chief
Executive Officer, and
Treasurer of the Issuer
Charles M. Steiner Director of Issuer No United States
1049 Prince George's Boulevard
Upper Marlboro, MD 20774
Louis P. Neeb Director of Issuer No United States
6914 Hillpark Drive
Dallas, Texas 75230
Michael Collier Director of Issuer No United States
5100 Leesburg Pike, Suite 200
Alexandria, VA 22302
Catherine Britton Director of Issuer No United States
8706 Brook Road
McLean, VA 22102
Ype Von Hengst Director, Vice President, No United States
Executive Chef, and
Secretary of Issuer
Robert Pincus President and Chief No United States
1722 I Street, NW Executive Officer of
Washington, D.C. 20006 Franklin National Bank, a
lender to the Issuer
Edward H. Kaplan Director of Issuer No United States
1000 Connecticut Avenue, N.W., #1110
Washington, DC 20036
David G. Sacks Retired No United States
375 Park Ave., 4th Fl.
New York, NY 10152
Conrad Giles Pediatric Opthamologist No United States
4400 Town Center
Suite 180
Southfield, MI 48075
</TABLE>
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(1) Unless otherwise noted, the address of all group members listed above
is the same as that of the Issuer, 11806 Rockville Pike, Rockville,
Maryland 20852.
(2) Includes only proceedings in the last five years and only civil
proceedings resulting in an injunction regarding securities laws and
excludes traffic violations or similar misdemeanors.
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<PAGE>
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The following is hereby added to and should be read together with the
disclosures made in Item 3 of Amendment No. 2:
Each Group member will use his or her personal funds to purchase Common
Shares described in Item 5 of this Amendment No. 3, except for Mr. Giaimo and
Ms. Britton, who will purchase Common Shares with the funds made available from
the parents of Mr. Giaimo. No decision has been made as to whether the funds
provided by Mr. Giaimo's parents will be treated as an unsecured loan or as a
gift. The information contained in Item 4 and Item 5 of this Amendment No. 3
with respect to the acquisitions described herein is incorporated herein by
reference.
Item 4. PURPOSE OF TRANSACTION.
The following is hereby added to and should be read together with the
disclosures made in Item 4 of Amendment No. 2:
The information contained in Item 2 of this Amendment No. 3 with
respect to the information regarding group formed to accomplish the acquisitions
described herein is incorporated herein by reference.
Believing that the Common Shares represented an investment opportunity,
Mr. Giaimo entered into discussions with Douglas M. Suliman and George A.
Naddaff to purchase 163,397 Common Shares beneficially owned by Mr. Suliman and
238,961 Common Shares beneficially owned Mr. Naddaff, an aggregate of 402,358
Common Shares which constitute all the Common Shares owned collectively by Mr.
Suliman and Mr. Naddaff (the "Suliman and Naddaff Shares"). Upon purchase of the
Suliman and Naddaff Shares, Mr. Suliman and Mr. Naddaff would resign their
positions as directors of the Issuer. Mr. Giaimo realized that he did not have
sufficient funds to purchase all of the Suliman and Naddaff Shares if they
became available for sale. Thus, Mr. Giaimo asked several individuals, including
directors and officers of the Issuer, if they were potentially interested in
participating in the acquisition to the extent additional funds were needed. The
information contained in Item 5 of this Amendment No. 3 with respect to the
formation of the group to acquire the Suliman and Naddaff Shares and the
beneficial ownership of group members is incorporated herein by reference.
The purchase of the Suliman and Naddaff Shares results in a change in
the present Board of the Issuer and may result in plans or proposals to change
the number of directors or to fill existing vacancies on the Board. Except as
set forth in this Item 4, and except for plans or proposals of the Issuer in
which one may participate in his capacity as a director or officer of the
Issuer, no member of the Group have any plans or proposals which relate to or
would result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
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(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Issuer or any of
its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or of any of its subsidiaries;
* * *
(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) Changes in the Issuer's charter or bylaws 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 or to cease to be
authorized to be quoted in an inter-dealer quotation system of
a registered national securities association;
(i) 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
(j) Any action similar to any of those enumerated above.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
The following is hereby added to and should be read together with the
disclosures made in Item 5 of Amendment No. 2:
The information contained in Item 2 and Item 4 of this Amendment No. 3
with respect to information regarding group formed to accomplish the
acquisitions and the acquisition of the Suliman and Naddaff Shares is
incorporated herein by reference.
In the late part of May, Mr. Giaimo asked Charles M. Steiner, Louis P.
Neeb, Michael Collier, Catherine Britton, Ype Von Hengst, Robert Pincus, Edward
H. Kaplan, David G. Sacks and Conrad Giles (collectively, the "Group") to join
with him to acquire the Suliman and Naddaff Shares. The members of the Group
agreed to purchase, at $0.95 per share, an aggregate of 402,358 Common Shares,
which represents all the Naddaff and Suliman Shares, for a total investment by
the Group of $382,240.10 (the "Group Investment"). The amount of Common Shares
each member of the Group has agreed to purchase and money each member of the
Group has agreed to invest is as follows:
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<PAGE>
<TABLE>
<CAPTION>
NUMBER OF COMMON
GROUP MEMBER SHARES TO BE PURCHASED PURCHASE PRICE
- ------------ ---------------------- --------------
<S><C>
Robert T. Giaimo 134,065 $127,361.75
Charles M. Steiner(1) 5,263 $4,999.85
Louis P. Neeb(2) 1,000 $950.00
Michael Collier 1,000 $950.00
Catherine Britton 1,000 $950.00
Ype Von Hengst 1,000 $950.00
Robert Pincus 15,789 $14,999.55
Edward H. Kaplan 158,241 $150,328.95
David G. Sacks 50,000 $47,500.00
Conrad Giles(3) 35,000 $33,250.00
TOTAL 402,358 $382,240.10
</TABLE>
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(1) Mr. Steiner does not intend personally to participate in the
acquisitions made by the Group. The Steiner Family Partnership, in
which Mr. Steiner owns a 25% interest in and is the managing partner,
will purchase the Suliman and Naddaff Shares with available funds.
(2) Mr. Neeb does not intend personally to participate in the acquisitions
made by the Group. Neeb Enterprises, Inc., in which Mr. Neeb owns a
100% interest and is President and a Director, will purchase the
Suliman and Naddaff Shares with available funds.
(3) Dr. Giles does not intend personally to participate in the acquisitions
made by the Group. The Isaacson Giles Profit Trust #2 will purchase the
Suliman and Naddaff Shares with available funds.
Each Group member will use his or her personal funds to purchase
Suliman and Naddaff Shares, except for Mr. Giaimo and Ms. Britton, who will
purchase Suliman and Naddaff Shares with the funds made available from the
parents of Mr. Giaimo. No decision has been made as to whether the funds
provided by Mr. Giaimo's parents will be treated as an unsecured loan or as a
gift.
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<PAGE>
The members of the Group do not intend to acquire collectively
additional Common Shares. However, each Group member reserve the right to
purchase additional Common Shares of the Issuer at any time in private or market
transactions depending on market conditions and such Group member's evaluation
of the Issuer's business and financial condition. Further, some or all of the
members of the Group may form other groups to purchase additional Common Shares.
If a Group member participates in any additional transactions involving the
Common Shares, that Group member, where appropriate, in his individual capacity
or as a member of another group, will report any such transactions, as required
by all applicable securities laws and regulations.
The formation of the Group and acquisition of the Suliman and Naddaff
Shares by the Group are the events which required Mr. Von Hengst to file this
Amendment No. 3. The Group's existence terminated upon acquisition of the
Suliman and Naddaff Shares. Rule 13d-5 of the Securities Exchange Act of 1934
(the "Act") provides, in pertinent part, "When two or more persons agree to act
together for the purpose of acquiring, holding, voting or disposing of equity
securities of an issuer, the group formed thereby shall be deemed to have
acquired beneficial ownership, for purposes of Sections 13(d) and 13(g) of the
Act, as of the date of such agreement, of all equity securities of that issuer
beneficially owned by any such persons." The Group was formed for the purpose of
pooling funds to enable the members of the Group to acquire additional Common
Shares. Each member of the Group retains the sole and absolute power to vote or
dispose of any Common Shares acquired or held by such Group member, and there
are no arrangements, agreements or understandings among the members of the Group
with respect to the voting or disposition of the Common Shares acquired by any
member of the Group, the business and operations of the Issuer or the control of
the Issuer. Any Common Shares acquired by a Group member will he held in the
account of such Group member. Accordingly, each member of the Group disclaims
beneficial ownership of the Common Shares owned by the other members of the
Group, and the filing of this Amendment No. 3 should not be construed as an
admission that Mr. Von Hengst is the beneficial owner of the Common Shares owned
by the other members of the Group.
As a result of the acquisitions described herein, the Common Shares
which each member of the Group owns beneficially as of June 1, 1999, is as
follows. As of June 1, 1999, there were 11,769,583 Common Shares issued and
outstanding.
-8-
<PAGE>
<TABLE>
<CAPTION>
PERCENTAGE OF
TOTAL
GROUP MEMBER COMMON SHARES(1) OUTSTANDING
- ------------ ---------------- ------------
<S><C>
Robert T. Giaimo 1,353,772 (2) 11.4
Charles Steiner 632,729 (3),(9) 5.4
Louis P. Neeb 39,906 (4),(9) *
Michael Collier 86,049 (5),(2) *
Catherine Britton 2,501,612 (6),(9),(2) 21.2
Ype Von Hengst 248,498 (7),(2) 2.1
Robert Pincus 55,444 *
Edward H. Kaplan 618,000 (8),(9),(2) 5.2
David G. Sacks 72,989 *
Conrad Giles 58,958 *
TOTAL 5,293,768 44%
</TABLE>
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"*" means less than 1%
(1) Since there are no arrangements, agreements or understandings among the
members of the Group with respect to the voting or disposition of the
Common Shares acquired by any member of the Group, the business and
operations of the Issuer or the control of the Issuer, the number of
Common Shares set forth opposite the name of each Group member in the
above table does not include the Common Shares owned by each of the
other members of the Group. Each Group member disclaims, pursuant to
Rule 13d-4, beneficial ownership of Common Shares reported by other
Group members. Unless otherwise stated in Notes 2 through 9 below, all
references to options are to options exercisable currently and within
60 days of June 1, 1999.
(2) Includes: (a) 434,065 directly owned Common Shares; (b) options to
purchase 120,000 Common Shares granted under the Stock Option Plan at
an exercise price of $1.238 per Share; (c) 244,702 Common Shares owned
of record by five persons, 85,066 Common Shares of which were owned by
two persons who were principals of the Company prior to March 27, 1996,
and 159,636 Common Shares of which were owned by three persons (other
than Mr. Giaimo) who are transferees of Common Shares owned by two
other principals of the company prior to March 27, 1996, which are
subject to a voting agreement; and (d) 555,005 Common Shares owned of
record by stockholders of the Company that are subject to voting
agreements. The voting rights described in clause (c) above were
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<PAGE>
granted to Mr. Giaimo pursuant to the FTAC Voting and Lockup Agreement,
as amended by an Addendum thereto, which provides that Mr. Giaimo has
an irrevocable right to vote the Common Shares with respect to all
matters in which stockholder approval is required under the Delaware
General Corporation Law. The right survives until the earlier of (i)
five years after March 27, 1996; (ii) the death of the stockholder; or
(iii) the sale by Mr. Giaimo of 50% or more of his Common Shares.
Notwithstanding the foregoing, a security interest in the Common Shares
may be granted at any time after 36 months after March 27, 1996 and in
the event of a default with respect to such secured debt the Common
Shares may be sold free and clear of such right. In addition, up to 25%
of such Common Shares subject to the FTAC Voting and Lockup Agreement
may be transferred free of the voting restrictions during the period
commencing 36 months after March 27, 1996 and ending 48 months after
such time and up to a total of 50% of such Common Shares may be
transferred free of the voting restrictions during the period
commencing 48 months after March 27, 1996 and ending 60 months after
such time. As described in clause (c) above, of the 244,702 Common
Shares owned by principals of the company and transferees of other
principals of the company prior to March 27, 1996, 159,636 Common
Shares were transferred to three persons (not including any transfer
made to Mr. Giaimo) pursuant to the 25% transfer free of the voting
restrictions during the period commencing 36 months after March 27,
1996. Up to a total of 50% of these 159,636 Common Shares plus the
134,065 Common Shares transferred pursuant to the same transaction to
Mr. Giaimo which is subject to the same voting restrictions (a total of
293,701 Common Shares) may be transferred free of the voting
restrictions during the period commencing 48 months after March 27,
1996 and ending 60 months after such time. The voting rights described
in clause (d) above were granted to Mr. Giaimo pursuant to the voting
agreements that grant to Mr. Giaimo an irrevocable right to vote with
respect to all matters in which stockholder approval is required under
the Delaware General Corporation Law, including, without limitation,
voting such stockholders' Common Shares in favor of nominees to the
Board and for or against any and all matters that may come before the
Company's stockholders for a vote. The appointment survives until the
earliest of five years after March 27, 1996, the public offering of
Common Shares by the Company from which the Company realizes $15
million or more, or the death of the stockholder. The 1,353,772 Common
Shares beneficially owned by Mr. Giaimo do not include any Common
Shares beneficially owned by Catherine Britton, Mr. Giaimo's spouse.
Mr. Giaimo disclaims beneficial ownership of Common Shares beneficially
owned by Catherine Britton. The 1,353,772 Common Shares beneficially
owned by Mr. Giaimo also do not include Common Shares issuable upon the
exercise of certain outstanding stock option agreements issued to
employees of the Company ("Options") that will be subject to the terms
of voting agreements between the holders of such Options and Mr. Giaimo
("Voting Agreements"). Pursuant to the Voting Agreements, Mr. Giaimo
would have the sole power to vote the Common Shares issued upon the
exercise of such Options until the earliest to occur of: (i) March 27,
2001; (ii) an underwritten public offering by the Company from which it
realizes at least $15 million; or (iii) if
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<PAGE>
applicable, termination of the optionee's employment with the Company
as a result of death or incapacity. An aggregate of approximately
279,876 Common Shares issuable upon exercise of Options would be
subject to the Voting Agreements. Of such Options, approximately
209,112 are currently exercisable through June 24, 1999 (including
approximately 122,268 with an exercise price of less than $.01 per
Share and approximately 86,844 with an exercise price between $2.25 and
$4.05 per Share) and approximately 70,764 are not exercisable within
such period (including approximately 6,082 with an exercise price of
less than $.01 per Share and approximately 64,682 with an exercise
price of between $2.25 and $4.05 per Share). Mr. Giaimo would have sole
power to vote the approximately 209,112 Common Shares underlying the
currently exercisable Options, if such Options were exercised.
(3) Includes: (a) 564,729 Common Shares held of record by the Steiner
Family Partnership (Mr. Steiner owns a 25% interest in and is the
managing partner of The Steiner Family Partnership and, therefore, may
be deemed to beneficially own all Common Shares held of record by such
partnership (except to the extent of his 25% ownership interest in The
Steiner Family Partnership, Mr. Steiner disclaims beneficial ownership
of such Common Shares)); (b) 50,000 Common Shares held by the Branch
Group, Inc. 401(k) Profit Sharing Plan (Mr. Steiner is sole trustee of
the Branch Group, Inc. 401(k) Profit Sharing Plan and one of a number
of beneficiaries thereof, holding an approximate 7% interest in the
plan); (c) options to purchase 5,000 Common Shares under the 1991 Stock
Option Plan at the exercise price of $4.05 per Share; and (d) options
to purchase 13,000 Common Shares under the 1996 Non-Employee Director
Stock Option Plan, exercisable at the prices set forth in Note 9.
(4) Includes: (a) 14,334 Common Shares held of record by Neeb Enterprises,
Inc., a corporation wholly-owned by Mr. Neeb and of which Mr. Neeb is
President and a Director; (b) options to purchase 12,572 Common Shares
granted under the 1991 Stock Option Plan at the exercise price of $.003
per Share; and (c) options to purchase 13,000 Common Shares granted
under the 1996 Non-Employee Director Stock Option Plan, exercisable at
the prices set forth in Note 9.
(5) Includes: (a) 52,857 directly owned Common Shares; (b) options to
purchase 26,069 Common Shares granted under the 1991 Stock Option Plan
at an exercise price of $.003 per Share; (c) options to purchase 6,123
Common Shares granted under the 1996 Consultant Stock Option Plan at an
exercise price of $3.812 per Share; and (d) options to purchase 1,000
Common Shares granted under the Non-Employee Director Stock Option Plan
at an exercise price of $0.938 per Share. Of the 52,857 Common Shares
directly owned by Mr. Collier, 31,672 are subject to the terms of a
voting agreement described in clause (d) of Note 2.
(6) Includes: (a) 2,468,612 directly owned Common Shares; (b) options to
purchase 13,000 Common Shares granted under the 1996 Non-Employee
Director Stock Option Plan, exercisable at the prices set forth in Note
9 below; and (c) 20,003
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<PAGE>
Common Shares assigned to Ms. Britton by Robert T. Giaimo which are
subject to an option held by Mr. Clinton A. Clark at an exercise price
of $3.60 per Share through April 5, 2004. Of the 2,468,612 Common
Shares directly owned by Ms. Britton, 1,000 are subject to the terms of
a voting agreement described in clause (c) of Note 2. Does not include
the Common Shares beneficially owned by Mr. Giaimo, Ms. Britton's
spouse. Ms. Britton disclaims beneficial ownership of the Common Shares
beneficially owned by Mr. Giaimo.
(7) Includes: (a) 203,498 directly owned Common Shares; and (b) options to
purchase 45,000 Common Shares granted under the Stock Option Plan at an
exercise price of $1.125 per Share. Of the 203,498 Common Shares
directly owned by Mr. Von Hengst, 183,276 are subject to the terms of a
voting agreement described in clauses (c) and (d) of Note 2.
(8) Includes: (a) 600,000 directly owned Common Shares; (b) options to
purchase 13,000 Common Shares granted under the 1996 Non-Employee
Director Stock Option Plan, exercisable at the prices set forth in Note
9, and (c) options to purchase 5,000 Common Shares granted under the
1991 Stock Option Plan at an exercise price of $4.05 per Share. Of the
600,000 Common Shares directly owned by Mr. Kaplan, 158,241 are subject
to the terms of a voting agreement described in clause (c) of Note 2.
(9) Each non-employee director other than Mr. Collier (six persons) holds
options for 13,000 Common Shares granted under the 1996 Non-Employee
Director Stock Option Plan, exercisable at the following prices: (a)
1,000 at $6.50 per Share; (b) 1,000 at $5.625 per Share; (c) 1,000 at
$5.375 per Share; (d) 1,000 at $3.8125 per Share; (e) 1,000 at $3.4375
per Share; (f) 1,000 at $3.125 per Share; (g) 1,000 at $2.125 per
Share; (h) 1,000 at $1.25 per Share; (i) 1,000 at $1.25 per Share; (j)
1,000 at $1.125 per Share; (k) 1,000 at $0.969 per Share; (l) 1,000 at
$0.8125 per Share; and (m) 1,000 at $0.938 per Share.
Other than as described in this Amendment No. 3, no transactions in
Common Shares were effected by Mr. Von Hengst during the sixty days prior to the
date of this Amendment No. 3.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The following is hereby added to and should be read together with the
disclosures made in Item 6 of Amendment No. 2:
The information contained in Item 5 of this Amendment No. 3 with
respect to the acquisition of the Suliman and Naddaff Shares is incorporated
herein by reference.
There are no arrangements, agreements or understandings among the
members of the Group with respect to the voting or disposition of the Common
Shares acquired by
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<PAGE>
any member of the Group, the business and operations of the Issuer or the
control of the Issuer. Each member of the Group disclaims beneficial ownership
of the Common Shares owned by the other members of the Group and the filing of
this Amendment No. 3 should not be construed as an admission that a member of
the Group is the beneficial owner of the Common Shares owned by the other
members of the Group.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
NONE
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 3 is true, complete
and correct.
/s/ Ype Von Hengst
Date: June 4, 1999 _________________________
Ype Von Hengst
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 the 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 and 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).
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