SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. ___)*
WEITZER HOMEBUILDERS INCORPORATED
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
949049 10 0
(CUSIP Number)
RAMON RASCO, ESQ.
RASCO REININGER & PEREZ, P.A.
THE WATERFORD, SUITE 700
5200 BLUE LAGOON DRIVE
MIAMI, FLORIDA 33126
(305) 261-0500
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
AUGUST 2, 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(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 the
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
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the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
CUSIP NO. 949049 10 0
1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS
Century Partners Group, Ltd.
I.R.S. identification number: 65-0502494
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(A) Not Applicable
(B) Not Applicable
3) SEC USE ONLY
4) SOURCE OF FUNDS (See Instructions)
WC
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
Not Applicable
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Florida.
NUMBER OF 7) SOLE VOTING POWER
SHARES 30,978,893(1)
BENEFICIALLY SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 30,978,893(1)
WITH:
10) SHARED DISPOSITIVE POWER
30,978,893 (1)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,978,893 (1)
(1) Includes 22, 123, 893 shares of Class A Common Stock issuable upon
exercise of options all of which are exercisable within 60 days. Also
includes 1,500,000 shares of Class B Common Stock which Century
Partners Group, Ltd. acquired from Chai Capital Ltd. ("Chai"). Each
share of the Class B Common Stock has one vote on all matters requiring
a shareholder vote or consent and is convertible on a one for one basis
into Class A Common Stock subject to future earnings being achieved.
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12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
Not Applicable
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
88.7%
14) TYPE OF REPORTING PERSON (See Instructions)
PN
ITEM 1. SECURITY AND ISSUER:
This Schedule 13D relates to the Class A and Class B Common Stock, par
value $0.01 per share of Weitzer Homebuilders Incorporated
("Weitzer"). The principal office of Weitzer is now located at 7270
N.W. 12th Street, Suite 410, Miami Lakes, FL 33166.
ITEM 2. IDENTITY AND BACKGROUND:
(a) This Schedule 13D is filed by Century Partners Group, Ltd., a
Florida limited partnership (the "Reporting Person").
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(i) Century Enterprises Group, Inc., a Florida corporation, is
the general partner (the "General Partner") of the Reporting Person.
(ii) The executive officers and directors of the General
Partner are:
NAME OFFICES OF GENERAL PARTNER
---- --------------------------
Sergio Pino President and Director
Carlos M. Garcia Vice President and Director
Gabriel Bustamante Treasurer and Director
Humberto Lorenzo Secretary and Director
Armando Guerra Director
Jose Cancela Director
(iii) The names of the controlling shareholders of the General Partner
are:
Sergio Pino
Carlos M. Garcia
Gabriel Bustamante
Armando Guerra
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(b) The address of the principal office of the Reporting Person and
General Partner, and business address of the persons named in Item
2(a)(ii) and (iii) above, is 7270 N.W. 12th St., Suite 410, Miami,
Florida 33166.
(c) The principal business of the Reporting Person is to acquire,
develop, and sell real estate and related assets.
(i) The principal business of the General Partner is to be a
General Partner of the Reporting Person.
(ii) The present principal occupation or employment and the
name, principal business address of any corporation or other
organization in which such employment is conducted for each of the
individuals named in Item 2(a)(ii) and (iii) above is:
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION
- ------------------------- ----------------------------
Sergio Pino Real estate developer
Century Enterprises Group, Inc.
7270 N.W. 12th Street, Suite 410
Miami, Florida 33166
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Carlos M. Garcia Real estate developer
3021 West 76th Street, Suite 101
Hialeah, Florida 33016
Gabriel Bustamante Accountant
2100 Ponce de Leon Boulevard
Suite 1110
Coral Gables, Florida 33156
Humberto Lorenzo Paving contractor
4310 N.W. 35th Avenue
Miami, Florida 33142
Armando Guerra Executive of pharmacy chain
9475 Journey's End Road
Coral Gables, Florida 33156
Jose Cancela Radio and television executive
8400 N.W. 52nd Street, Suite 101
Miami, Florida 33166
(d) (e) During the last five years, neither the Reporting Person nor,
to the knowledge of the Reporting Person, any of the officers,
directors, or controlling shareholders of the General Partner have been
convicted in a criminal proceeding (excluding traffic violations or
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similar misdemeanors), or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding been 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 August 2, 1999, the Reporting Person paid Chai $5,000,000 and
Weitzer $1,130, 998. It also delivered $5,000,000 in short-term notes to Chai
secured by bank letters of credit. The funds paid and used to secure the letters
of credit came from the Reporting Person's working capital, no portion of which
was borrowed.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of entering into the Agreement was for the
Reporting Person to obtain control of Weitzer. Upon closing on
August 2, 1999, the Reporting Person purchased 7,355,000
shares of Class A Common Stock and 1,500,000 shares of Class B
Common Stock from Chai. It thereby obtained effective control
of Weitzer, although complete control of Weitzer's board of
directors will only occur and after
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the Reporting Person fully complies with Section 14(f) of the
Securities Exchange Act of 1934 (the "Exchange Act") and Rule
14f-6 thereunder.
(A) To the knowledge of the Reporting Person, none of the
persons named in Item 2 have any plan or proposal which would
relate to or result in the acquisition or disposition of
additional securities of Weitzer except as follows:
(i) The Reporting Person acquired options to purchase
22,123,893 shares of Weitzer Class A Common Stock (the
"Options") as described in Item 6. The Reporting Person
intends to fully exercise the Options;
(ii) The Reporting Person is under common control with Century
Plumbing Wholesale, Inc. ("Plumbing"), a Miami-Dade County,
Florida plumbing contractor. The Reporting Person intends to
cause Weitzer to acquire Plumbing in exchange for an
undetermined number of shares of common stock of Weitzer. The
purchase price will be determined in accordance with
procedures to be established in conjunction with an
independent investment banking firm. The timing is subject to
compliance with Securities and Exchange Commission accounting
rules, approval of Weitzer's board of directors and possibly
other factors; and
(iii) Weitzer intends to grant stock options to its outside
directors pursuant to a formula to be determined. The outside
directors are expected to include those persons listed in Item
2(c).
However, the Reporting Person reserves the right, in the future, to
adopt an additional plan or proposal including causing Weitzer to
acquire other businesses the Reporting
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Person controls. There can be no assurances that Weitzer will acquire
Plumbing.
(B) The Reporting Person intends to exercise the Options by paying
cash and/or contributing to Weitzer its partnership interests
in real estate projects or other assets of the Reporting
Person having a fair market value equal to the exercise price.
In order to contribute assets, appropriate audited financial
statements must be available so that Weitzer can continue to
comply with the reporting provisions of the Exchange Act.
(C) The Reporting Person has not adopted any plan or proposal to
sell or transfer a material amount of assets of Weitzer or any
of its subsidiaries. However, the Reporting Person reserves
the right in the future to adopt such a plan or proposal.
(D) At the time of the closing, two of the five directors of
Weitzer resigned, Weitzer enlarged its board of directors to
six persons and Weitzer appointed three designees of the
Reporting Person to its board of directors. The three persons
appointed at the request of the Reporting Person are:
Sergio Pino
Armando Guerra
Jose Cancela
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The Weitzer board of directors appointed the following
designees of the Reporting Person to be the new officers of
Weitzer to replace the former officers who resigned in
connection with the closing:
<TABLE>
<S> <C>
Sergio Pino President and chief executive officer
Emiliano de la Fuente, Jr. Vice-president of finance and treasurer
(chief financial officer and
principal accounting officer)
</TABLE>
Once the Reporting Person is able to comply with Rule 14f-6
under the Exchange Act, it intends to add Humberto Lorenzo,
Carlos M. Garcia and Gabriel Bustamante as additional
directors of Weitzer replacing Harry Weitzer, Michael M.
Ambrosio and Lawrence Hellring.
(E) The Reporting Person is planning to seek shareholder approval
of a proposal to amend the Articles of Incorporation in order
to:
(i) change the name of Weitzer to Century Builders
Group, Inc.;
(ii) authorize one class of common stock without
classification;
(iii) eliminate cumulative dividend rights which
currently exist with the Class A Common Stock; and
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(iv) increase the authorized number of outstanding
shares of the new class of common stock beyond the
currently authorized number of shares of Class A and
Class B Common Stock.
As required by the Stock Purchase Agreement, following the
closing Weitzer began using Century Builders Group, Inc. as a
fictitious name. Weitzer may also change its corporate domicile from
Florida to Delaware.
(F) The Reporting Person is considering seeking shareholder
approval to amend Weitzer's Articles of Incorporation to
provide, if available, a mechanism to permit directors to
engage in real estate transactions without the risk of
misappropriating any corporate opportunity belonging to
Weitzer.
(G) Except for the changes discussed above or possibly changing
Weitzer's domicile to Delaware, the Reporting Person has no
present intention to change Weitzer's Articles of
Incorporation, Bylaws, or instruments corresponding thereto or
take other actions which may impede the acquisition of control
of Weitzer by any person.
(H) The Reporting Person has not adopted any plan or proposal to
cause any class of securities of Weitzer to be delisted from a
national securities exchange or to be ceased to be authorized
to be quoted in an inter-dealer quotation system of a
registered national securities association.
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(I) The Reporting Person has not adopted any plan or proposal to
cause any equity securities of Weitzer to become eligible for
termination of registration pursuant to Section 12(g)(4) of
the Exchange Act.
(J) The Reporting Person has not adopted any other plan or
proposal similar to any of those enumerated in Item 4.
ITEM 5. INTEREST IN SECURITIES OF ISSUER:
(A) The Reporting Person may be deemed to beneficially own
30,978,893 shares of Weitzer's Common Stock, or approximately
88.7% of the total issued and outstanding shares of its Common
Stock. The shares beneficially owned consist of 7,355,000
shares of Class A Common Stock, 1,500,000 shares of Class B
Common Stock (convertible on a one-for-one basis into shares
of Class A Common Stock) and 22,123,861 shares issuable upon
exercise of the Options granted to the Reporting Person. None
of the other parties described in Item 2(a) beneficially owns
any shares of Class A Common Stock or Class B Common Stock of
Weitzer.
(B) The Reporting Person has the sole power to vote and dispose of
the shares of Class A and Class B Common Stock of Weitzer.
(C) Except for the securities of Weitzer referred to in connection
with the Agreement described in Item 6 hereof, neither the
Reporting Person, nor, to the knowledge of the Reporting
Person, any of the persons named in Item 2 hereto, has
executed transactions in the Class A Common stock of Weitzer
during the past 60 days.
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(D) Not applicable.
(E) Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SECURITIES OF THE ISSUER:
On August 2, 1999, the Reporting Person paid Chai $10,000,000
consisting of $5,000,000 cash and promissory notes aggregating
$5,000,000 (the "Chai Notes") secured by irrevocable letters of credit.
The Chai Notes provide for aggregate payments of $2,000,000 on February
2, 2000 and $3,000,000 on June 2, 2000. Additionally, at the closing,
Weitzer issued to the Reporting Person Options to purchase 22, 123, 893
shares of Weitzer's Class A Common Stock at an exercise price of a
$1.13 per share. The Options are currently exercisable and expire as
follows:
NUMBER OF OPTIONS EXPIRATION DATE
----------------- ---------------
12,123,893 September 2, 1999
5,000,000 November 2, 1999
5,000,000 February 2, 2000
Under the terms of the Option Agreement, the Reporting Person
may pay the exercise price of $1.13 per share in cash or by conveying
to Weitzer assets including real estate assets and partnership
interests having a fair market value equal to the exercise price. The
Option Agreement provides "fair market value" shall be determined by
(a) an appraiser or (b) Weitzer's board of directors. The Option
Agreement further provides that the board
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of directors may consider various factors in reaching its determination
as to fair market value including any third party bonafide offer to
purchase such assets. At the closing, Weitzer's board of directors
established an appraisal committee consisting of the three director
designees of the Reporting Person who shall have full authority to
determine fair market value pursuant to the guidelines contained in the
Option Agreement. The Reporting Person intends to contribute to Weitzer
partnership interests in real estate to exercise the Options in the
future.
As a condition of the closing, the senior lender to Weitzer,
Ohio Savings Bank, required the Reporting Person to guarantee the
outstanding credit facility of Weitzer. To the extent that the
Reporting Person contributes real estate interests including
partnership interests as part of the Option exercise price, it is
anticipated that the underlying real estate will be subject to real
estate mortgages which would have been guaranteed by the Reporting
Person and in some instances by its president (who is the new president
of Weitzer), Mr. Sergio Pino.
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To the best of the Reporting Person's knowledge, except as
described in this Schedule 13D, there are at present no contracts,
arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 above, and between any such persons
and any person with respect to any securities of Weitzer not otherwise
disclosed in this Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS:
The Stock Purchase Agreement filed by Weitzer as Exhibit 10.1
to its Report on Form 8-K dated June 22, 1999 and the Amendment to
Stock Purchase Agreement filed by Weitzer as Exhibit 10.3 to its Report
on Form 8-K dated July 28, 1999 are incorporated by reference.
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.
SIGNATURE
CENTURY PARTNERS GROUP LTD. BY
CENTURY ENTERPRISES GROUP, INC., GENERAL PARTNER
BY: /s/ Sergio Pino
---------------------------
Sergio Pino
PRESIDENT
DATE: AUGUST 11, 1999
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