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
INTERNATIONAL FRANCHISE SYSTEMS, INC.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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(CUSIP Number)
Colin Halpern Stephen Rooney, Esq.
6701 Democracy Boulevard, Suite 300 LeBoeuf, Lamb, Greene &
Bethesda, Maryland 20817 MacRae, L.L.P.
Tel: (301) 530-1708 125 West 55th Street
New York, NY 10019-5389
Tel: (212) 424-8000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 5, 1998
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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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-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.
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Page 1 of 6.
CUSIP NO. __________.
________________________________________________________________________________
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
IFS Acquisition Corporation
________________________________________________________________________________
2. Check the Appropriate Box if a Member of a Group
(a) ____
(b) ____
________________________________________________________________________________
3. SEC Use Only
________________________________________________________________________________
4. Source of Funds
OO
________________________________________________________________________________
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e):
_____
________________________________________________________________________________
6. Citizenship or Place of Organization
Delaware
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Page 2 of 6.
________________________________________________________________________________
Number of Shares 7. Sole Voting Power 4,700,000 shares
Beneficially Owned _______________________________________________________
by Each Reporting
Person With 8. Shared Voting Power 0
_______________________________________________________
9. Sole Dispositive Power 4,700,000 shares
_______________________________________________________
10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,700,000 shares
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12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares
____
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13. Percent of Class Represented by Amount in Row 11
66.9 percent
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14. Type of Reporting Person (See Instructions)
CO
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Page 3 of 6.
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the common stock,
par value $0.01 per share (the "Common Stock"), of International Franchise
Systems, Inc. ("IFS"), the principal executive offices of which are located at
6701 Democracy Boulevard, Suite 300, Bethesda, Maryland 20817.
Item 2. Identity and Background.
This statement on Schedule 13D is being filed on behalf IFS
Acquisition Corporation, a Delaware corporation ("IFS Acquisition"), of which
Mr. Colin Halpern was the president.
IFS Acquisition was incorporated in the State of Delaware on
March 4, 1998 and ceased to exist on October 8, 1998. IFS Acquisition was a
wholly owned subsidiary of Crescent Capital, Inc., a Delaware corporation
("Crescent"), and was incorporated for the sole purpose of effecting the merger
of IFS Acquisition with and into IFS (the "IFS Merger"), pursuant to an
Agreement and Plan of Merger, dated as of May 19, 1998, by and among IFS
Acquisition, IFS and Crescent (the "IFS Merger Agreement"). The IFS Merger was
consummated on October 8, 1998. IFS Acquisition had no prior business and upon
consummation of the IFS Merger its separate corporate existence ceased. The
address of IFS Acquisition's principal executive office was 6701 Democracy
Boulevard, Suite 300, Bethesda, Maryland 20817.
Over the past five years prior to October 8, 1998, neither IFS
Acquisition, nor any of IFS Acquisition's directors or executive officers, had
been convicted in a criminal proceeding, nor was any of them a party to any
civil proceeding or a judicial or administrative body of competent jurisdiction
where, as a result of such proceeding, it or he or she was 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.
The 4,700,000 shares of Common Stock was acquired by IFS
Acquisition through a contribution by Crescent.
Item 4. Purpose of the Transaction.
The purpose of the contribution of 4,700,00 shares of Common
Stock by Crescent to IFS Acquisition was to effect the transactions contemplated
by the IFS Merger Agreement.
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Page 4 of 6.
Pursuant to the IFS Merger Agreement, IFS Acquisition was merged with and into
IFS. IFS was the surviving corporation and as a result of IFS Merger immediately
following the IFS Merger the entire equity interest in IFS was owned by
Crescent. As a result of the IFS Merger, each share of Common Stock of IFS was
converted into the right to receive $3.60 per share of Common Stock without
interest, except (a) shares of Common Stock owned by IFS Acquisition, (b) shares
owned by shareholders who perfected appraisal rights in accordance with the
Delaware General Corporation Law and (c) treasury shares held by IFS. In
addition, as a result of the IFS Merger, trading of shares of IFS Common Stock
was terminated and the registration of the shares of IFS Common Stock under the
Exchange Act of 1934 (the "Exchange Act") was terminated.
Item 5. Interest in Securities of the Issuer.
(a) On October 5, 1998, IFS Acquisition was the beneficial
owner of 4,700,000 shares of Common Stock. These shares of Common Stock
represented on October 5, 1998, 66.9 percent of the 7,027,324 shares of Common
Stock issued and outstanding and deemed to be outstanding under Rule 13d-3 under
the Exchange Act.
Mr. Colin Halpern had options to purchase 10,000 shares of
Common Stock exercisable within 60 days of June 30, 1998 and held options to
acquire an additional 30,000 shares of Common Stock which were exercisable upon
consummation of the IFS Merger.
(b) On October 5, 1998, IFS Acquisition had sole voting power
over 4,700,000 shares of Common Stock and sole dispositive power over 4,700,000
shares of Common Stock.
(c) Except for the acquisition of 4,700,000 shares of Common
Stock by the IFS Acquisition on October 5, 1998, as reported herein, IFS
Acquisition had not engaged in any transactions in shares of Common Stock in the
previous sixty days.
(d) None.
(e) None.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
None.
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Page 5 of 6.
Item 7. Material to be Filed as Exhibits.
None.
(The following shall be filed as exhibits: copies of written
agreements relating to the filing of joint acquisition statements as required by
Rule 13d-1(f) (par.240.13d-1(f)) and copies of all written agreements,
contracts, arrangements, understandings, plans or proposals relating to (1) the
borrowing of funds to finance the acquisition as disclosed in Item 3; (2) the
acquisition of issuer control, liquidation, sale of assets, merger, or change in
business or corporate structure or any other matter as disclosed in Item 4; and
(3) the transfer or voting of the securities, finder's fees, joint ventures,
options, puts, calls, guarantees of loans, guarantees against loss or of profit,
or the giving or withholding of any proxy as disclosed in Item 6.)
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Page 6 of 6.
SIGNATURES
After reasonable inquiry and to the best of my knowledge, I
certify that the information set forth is true, complete and correct.
Dated: October 14, 1998
IFS ACQUISITION CORPORATION
/s/ Colin Halpern
Colin Halpern
President
