SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
VISUAL EDGE SYSTEMS, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
928430 10 7
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(CUSIP Number)
Stuart J. Chasanoff, Esq.
HW Partners, L.P.
1601 Elm Street, Suite 4000
Dallas, Texas 75201
(214) 720-1600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 30, 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. [X]
NOTE: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all
exhibits. See Rule 13d-7 for the 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 in 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 NUMBER 928430 10 7
(1) Name of Reporting Persons. Infinity Investors Limited
I.R.S. Identification
Nos. of Above Persons (entities only) N/A
(2) Check the Appropriate Box if a (a) [ ]
Member of a Group (see instructions) (b) [X]
(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)
(6) Citizenship or Place of Organization Nevis, West Indies
Number of Shares (7)Sole Voting 10,751,553
Power
Beneficially
(8) Shared Voting 117,842
Owned by Each Power
Reporting Person (9)Sole Dispositive 9,775,553
Power
with:
(10) Shared Dispositive 117,842
Power
(11) Aggregate Amount Beneficially Owned 10,869,395
by Each Reporting Person
(12) Check if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares (see instructions)
(13) Percent of Class Represented by 54.3%
Amount in Row (11)
(14) Type of Reporting Person (see instructions) CO
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CUSIP NUMBER 928430 10 7
(1) Name of Reporting Persons IEO Holdings Limited
I.R.S. Identification
Nos. of Above Persons (entities only)
(2) Check the Appropriate Box if a (a) [ ]
Member of a Group* (b) [X]
(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)
(6) Citizenship or Place of Organization Nevis, West Indies
Number of Shares (7)Sole Voting 40,417
Power
Beneficially
(8) Shared Voting 10,828,978
Owned by Each Power
Reporting Person (9)Sole Dispositive 40,417
Power
with:
(10) Shared Dispositive 9,852,978
Power
(11) Aggregate Amount Beneficially Owned 10,869,395
by Each Reporting Person
(12) Check if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares (see instructions)
(13) Percent of Class Represented by 54.3%
Amount in Row (11)
(14) Type of Reporting Person (see instructions) CO
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CUSIP NUMBER 928430 10 7
(1) Name of Reporting Persons Glacier Capital Limited
I.R.S. Identification
Nos. of Above Persons (entities only)
(2) Check the Appropriate Box if a (a) [ ]
Member of a Group* (b) [X]
(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)
(6) Citizenship or Place of Organization Nevis, West Indies
Number of Shares (7)Sole Voting 38,712
Power
Beneficially
(8) Shared Voting 10,830,683
Owned by Each Power
Reporting Person (9)Sole Dispositive 38,712
Power
with:
(10) Shared Dispositive 9,854,683
Power
(11) Aggregate Amount Beneficially Owned 10,869,395
by Each Reporting Person
(12) Check if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares (see instructions)
(13) Percent of Class Represented by 54.3%
Amount in Row (11)
(14) Type of Reporting Person (see instructions) CO
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<PAGE>
CUSIP NUMBER 928430 10 7
(1) Name of Reporting Persons Summit Capital Limited
I.R.S. Identification
Nos. of Above Persons (entities only)
(2) Check the Appropriate Box if a (a) [ ]
Member of a Group* (b) [X]
(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)
(6) Citizenship or Place of Organization Nevis, West Indies
Number of Shares (7)Sole Voting 38,713
Power
Beneficially
(8) Shared Voting 10,830,682
Owned by Each Power
Reporting Person (9)Sole Dispositive 38,713
Power
with:
(10) Shared Dispositive 9,854,682
Power
(11) Aggregate Amount Beneficially Owned 10,864,395
by Each Reporting Person
(12) Check if the Aggregate Amount in [X]
Row (11) Excludes Certain Shares (see instructions)
(13) Percent of Class Represented by 54.3%
Amount in Row (11)
(14) Type of Reporting Person (see instructions) CO
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<PAGE>
AMENDMENT NO. 1 TO SCHEDULE 13D
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Filed Pursuant to Rule 13d-1
ITEM 1. Security and Issuer.
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This Statement on Schedule 13D ("Statement") relates to
common stock, $.01 par value (the "Common Stock"), of VISUAL EDGE
SYSTEMS, INC., a Delaware corporation ("Issuer"). The principal
executive offices of the Issuer are located at 24211 North
Federal Highway, Suite 100, Boca Raton, Florida 33431. This
Statement amends and supplements the Statement on Schedule 13D
originally filed by the "Reporting Persons" (as defined therein)
on August 2, 1999.
ITEM 2. Identity and Background.
-----------------------
NOT AMENDED.
ITEM 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
The response to Item 3 is hereby amended and restated,
in its entirety, to read as follows:
Pursuant to a Securities Purchase Agreement, dated as
of June 13, 1997, (as amended as described herein, the
"Agreement"), among the Issuer and Infinity, Emerging
(as the transferor to IEO), Sandera Partners, L.P. (as
the transferor to Summit) and Lion Capital Partners,
L.P. (as the transferor to Glacier) (collectively with
such transferees, the "Funds"), the Funds purchased the
following securities from the Issuer: (i) 8.25%
unsecured convertible notes (the "Notes") in the
aggregate principal amount of $7,500,000 with a
maturity date of three years from the date of issuance,
subject to the mandatory automatic exchange of $5
million of the Notes for Preferred Stock, par value
$.01 per share, which Notes were convertible into
shares of Common Stock (the "Note Conversion Shares")
at any time and from time to time commencing January 1,
1998 at the option of the holder thereof subject to
certain limitations on conversion set forth in the
Agreement; (ii) 93,677 shares of Common Stock subject
to adjustment; and (iii) five-year warrants to purchase
100,000 shares of Common Stock at an exercise price
equal to $10.675. Their warrants were redeemable
commencing October 1, 1998 at a redemption price equal
to $.10 per share, subject to adjustment based on a 20-
day minimum closing bid price of the Common Stock.
Pursuant to the Agreement, the Issuer was required to
issue additional grant shares (the "Additional Grant
Shares") to the Funds in the event that the closing bid
price of Common Stock for each trading day during any
consecutive 10 trading days from June 13, 1997 through
December 31, 1997 did not equal at least $10.00 per
share. The Issuer issued 180,296 Additional Grant
Shares during the fourth quarter of 1997.
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<PAGE>
Interest payments on the Notes are, at the option of
the Issuer, payable in cash or in shares of Common
Stock. During 1997 the Issuer issued an aggregate of
65,671 shares (the "Interest Shares") for payment of
interest due. During 1998 the Issuer issued an
aggregate of 80,989 Interest Shares for payment of
interest due.
On February 26, 1998, the Issuer entered into the First
Amendment to the Securities Purchase Agreement and
Related Documents, dated as of December 31, 1997 (the
"First Amendment"), among the Issuer and the Funds.
Pursuant to the First Amendment, the Funds converted $6
million aggregate principal amount of the Notes into
the Issuer's Series A Convertible Preferred Stock (the
"Preferred Stock"). In addition, the "Maximum
Conversion Price" (as defined in the First Amendment)
at which shares of Preferred Stock are convertible into
Common Stock was $6.00, subject to adjustment in
certain circumstances.
Dividends on the Preferred Stock and the Series A-2
Preferred Stock (as hereafter defined) are, at the
option of the Issuer, payable in cash or in shares of
Common Stock. During 1998 the Issuer issued an
aggregate of 302,755 shares (the "Dividend Shares") for
payment of dividends.
The remaining $1.5 million of outstanding Notes held by
the Funds have become secured debt pursuant to a
Security Agreement, dated as of February 6, 1998 (the
"Security Agreement"), between the Issuer and HW
Partners, L.P., as agent for and representative of the
Funds. With respect to such $1.5 million in
outstanding Notes, the Funds have been granted a
security interest in the collateral described in the
Security Agreement, which includes all of the Issuer's
assets, including, without limitation, unrestricted
cash deposit accounts, accounts receivable, inventory
and equipment and fixtures (excluding vans).
On March 16, 1998, the Issuer sold an additional 1,550
shares of Preferred Stock to the Funds in exchange for
marketable securities with an aggregate value of
$1,550,000. In connection therewith, the Funds as the
holders of the majority of the outstanding Preferred
Stock obtained the right to appoint one director to the
Issuer's Board of Directors, though they had not named
such director as of August 2, 1999. On April 20, 1998,
the Issuer redeemed such 1,550 shares of Preferred
Stock in exchange for marketable securities with an
aggregate value of $1,550,000.
As a condition to the consummation of an additional
equity financing of the Issuer, the Issuer entered into
the Agreement and Second Amendment to Bridge Securities
Purchase Agreement and Related Documents (the "Second
Amendment"), among the Issuer and the Funds. Pursuant
to the Second Amendment, the Funds agreed that they
would not convert, prior to December 31, 1998, any
shares of Preferred Stock or any principal amount of
the Notes into shares of Common Stock, unless a
"Material Transaction" (generally defined as a change
of control of the Issuer, a transfer of all or
substantially all of the Issuer's assets or a merger of
the Issuer into another entity) occurs. Further, the
Funds agreed that they would not, prior to March 31,
1999, publicly sell any shares of
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<PAGE>
Common Stock owned or acquired by the Funds, unless a
Material Transaction occurred; the Funds are permitted,
after June 20, 1998 and subject to the Issuer's right
of first refusal, to privately sell any shares of
Common Stock that they own or acquire, provided the
purchaser agrees in writing to be bound by the same
resale restrictions.
The Funds have granted to the Issuer an option to
redeem all of the Preferred Stock and the Notes owned
by the Funds. The Issuer is required to redeem all of
the Preferred Stock outstanding prior to redemption of
any of the Notes.
In connection with the Second Amendment, the Funds
received 100,000 shares of Common Stock. Furthermore,
because the Issuer did not redeem all of the Preferred
Stock and Notes owned by the Funds before June 30,
1998, the Funds received 200,000 additional shares of
Common Stock.
On December 29, 1998, the Issuer entered into the Third
Amendment to Bridge Securities and Purchase Agreement
and Related Documents (the "Third Amendment"), among
the Issuer and the Funds (or, if applicable, their
respective transferees). Pursuant to the Third
Amendment, the Issuer agreed to retire all of the
issued and outstanding shares of the Preferred Stock
and, in exchange therefor, issue to the Reporting
Persons a new class of Series A-2 Convertible Preferred
Stock (the "Series A-2 Preferred Stock"). The Series A-
2 Preferred Stock is senior to the Common Stock with
respect to dividends, liquidation and dissolution.
Prior to January 1, 2000, no dividends shall accrue or
be payable on the Series A-2 Preferred stock.
Beginning on January 1, 2000, each share of Series A-2
Preferred Stock shall entitle the holder to an annual
dividend of 8.25%, payable on a quarterly basis, which
dividend shall increase to 18% in certain situations as
specified in the Certificate of Designation with
respect to the Series A-2 Preferred Stock.
The Third Amendment also revised the conversion price
at which the Notes may be convertible into Common Stock
and at which the Series A-2 Preferred Stock may be
convertible into Common Stock (the "Series A-2
Conversion Shares" and, together with the Note
Conversion Shares, the "Conversion Shares"). The
"Conversion Price" (as defined in the Third Amendment)
applicable to the Notes is $2.50 until January 1, 2000,
inclusive, and $1.25 thereafter. The Conversion Price
applicable to the Series A-2 Preferred Stock is (i) for
the first $2,000,000 of aggregate liquidation
preference of the Series A-2 Preferred Stock, $1.25
(ii) for the next $1,000,000 of aggregate liquidation
preference of the Series A-2 Preferred Stock, $2.00
until June 30, 1999, inclusive, $1.375 from July 1,
1999 until January 1, 2000, inclusive, $1.25
thereafter, and (iii) for any excess amounts of
aggregate liquidation preference of the Series A-2
Preferred Stock, $2.50 until June 30, 1999, inclusive,
$2.00 from July 1, 1999 until January 1, 2000,
inclusive, and $1.25 thereafter. However, upon the
occurrence of an Event of Default (as described
herein), the Conversion Price applicable to the Series
A-2 Conversion Shares (the "Default Conversion Price")
is determined according to the following formula, as
set forth in the Certificate of Designation,
Preferences and Rights of
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<PAGE>
the Series A-2 Convertible Preferred Stock: the
formula F/P where F equals the Liquidation Preference
(defined as $1,000 per share plus all secured and
unpaid dividends on the Series A-2 Convertible
Preferred Stock), and P equals the lesser of (x) $6.00
and (y) the product of 77.5% multiplied by the Market
Price (defined as the average of the closing bid prices
per share of the Conversion Stock as reported by the
Bloomberg for the five (5) consecutive trading days
preceding the date of determination) on the Conversion
Date.
The Reporting Persons agreed to a limitation of their
conversion rights, such that, unless an Event of
Default (as described therein) occurs, they may not
convert any amount of convertible instruments that
would result in the sum of (a) the number of shares of
Common Stock beneficially owned by the Reporting
Persons and their affiliates and (b) instruments or
exercise of warrants, exceeding 9.99% of the
outstanding shares of Common Stock after giving effect
to such conversion (the "Limitation On Conversion").
The Third Amendment also removed resale limitations on
the Reporting Persons. As an Event of Default has
occurred and is continuing, the Limitation on
Conversion is now void and the Default Conversion Price
currently applies.
In addition, in connection with the Third Amendment,
the Reporting Persons canceled all outstanding Common
Stock purchase warrants of the Issuer still held by
them for an aggregate of 16,000 shares of Common Stock.
As of May 1, 1999, IEO assigned, transferred and
conveyed all of its right, title and interest in the
Notes and the Series A-2 Preferred Stock of the Issuer
to Infinity. However, IEO still holds an aggregate of
40,417 shares of Common Stock.
The securities of the Issuer issued to the Reporting
Persons pursuant to the Agreement (including the
Conversion Shares, as defined herein) are collectively
referred to herein as the "Securities". The funds
needed to acquire the Securities were derived from the
Reporting Persons' working capital accounts. The
description contained in this Item 3 of the
transactions contemplated by the Agreement described
herein between the Issuer and the Reporting Persons are
qualified in their entirety by reference to the full
text of such agreements, copies of which are filed as
Exhibits 99.1 to 99.7 to this Statement.
As an Event of Default under the Third Amendment has
occurred and is continuing, Infinity, pursuant to the
provisions of the Agreement, delivered on August 13,
1999 a notice of conversion of 1,627 shares of Series
A-2 Preferred Stock of the Issuer, or a portion
sufficient to obtain 9,594,860 shares of Common Stock
at the Default Conversion Price, which equaled $5,897,
on August 13, 1999 (the "Conversion"). No additional
funds were needed to effect the Conversion. However,
as of the date of this Statement, the Issuer has
refused to allow its transfer agent to issue the Common
Stock pursuant to the Conversion.
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<PAGE>
Infinity has not paid any consideration to any Proxy
Stockholder (as defined below) in connection with the
execution or delivery of the Voting Agreement (as
defined below).
ITEM 4. Purpose of Transaction.
----------------------
The response to Item 4 is hereby amended and restated,
in its entirety, to read as follows:
The Reporting Persons originally acquired beneficial
ownership of the Securities for the purpose of
investment. However, as set forth above, as the
Limitation on Conversion is now void, Infinity has
acquired additional Securities in excess of 20% of the
outstanding Common Stock in the form of Series A-2
Conversion Shares in connection with the Conversion,
and has used these Series A-2 Conversion Shares
(together with its Common Stock) to influence control
over the management of the Issuer as described herein.
In addition, pursuant to that certain Voting Agreement
dated August 2, 1999, by and among Infinity and Marion
Interglobal, Ltd. (the "Voting Agreement"), Infinity
has been granted an irrevocable proxy to vote the
Common Stock of the Proxy Stockholders (the "Proxy
Shares") on any matter submitted to the stockholders of
the Company for a vote or approval. The description
contained in this Item 4 of the Voting Agreement is
qualified in its entirety by reference to the full text
of the Voting Agreement, a copy of which is filed as
Exhibit 99.9 of this Statement.
On August 30, 1999, Infinity exercised its voting
control over its Common Stock and the Proxy Shares to
issue a written consent of the holders of a majority of
the shares of the Company's Common Stock to a) remove
the current board of directors of the Company other
than Ronald Seale, b) appoint Stuart J. Chasanoff and
J. Keith Benedict as directors of the Company.
Infinity intended thereby to a) cause the termination
of the following officers of the Company: the Chief
Executive Officer, the President and Chief Operating
Officer and the Vice President of Operations and
b) cause the appointment of Ronald Seale as Chairman of
the Board, Chief Executive Officer, and President.
In its Quarterly Report filed with the Securities and
Exchange Commission on August 13, 1999, the Issuer
stated that it intends to oppose certain aspects of
this conversion and therefore presumably the action
taken by Infinity described herein.
The Reporting Persons also intend to review continuously
their investment and the Issuer, and may in the
future determine to: (i) acquire additional securities
of the Issuer, through conversions of the Notes and/or
the Series A-2 Preferred Stock, open market purchases,
private agreements or otherwise, (ii) dispose of all or
a portion of the Securities of the Issuer owned by
them, (iii) consider plans or proposals which would
relate to or result in: (a) the acquisition by any
person of additional securities of the Issuer; (b) an
extraordinary corporate transaction such as a merger,
reorganization or liquidation, involving the Issuer or
any of its subsidiaries; (c) the sale or transfer of a
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<PAGE>
material amount of assets of the Issuer or any of its
subsidiaries; (d) any change in the board of directors
or management of the Issuer, including any plans or
proposals to change the number or terms of directors or
to fill any existing vacancies of the board of
directors of the Issuer; (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, bylaws or instruments corresponding
thereto or other actions which may impede the
acquisition of control of the Issuer by any person; (h)
any other action similar to those enumerated above.
The Reporting Persons also reserve the right to take
other actions to influence the management of the Issuer
should they deem such actions appropriate.
ITEM 5. Interest in Securities of the Issuer.
-----------------------------------
The response to Item 5 is hereby amended and restated,
in its entirety, to read as follows:
(a) The following table provides the aggregate number
and percentage of Common Stock beneficially owned
by the Reporting Persons on August 2, 1999 (based
on 10,398,440 shares of Common Stock outstanding
as reported on the Issuer's Form 10-QSB for the
period ended June 30, 1999). For purposes of
calculating the number of voting shares and the
total percentages listed below, each is calculated
as if each Reporting Person has converted all
convertible securities held by such Reporting
Person into Common Stock as described in Item 4 of
this Statement, subject to the total number of
shares of Common Stock authorized under the
Issuer's Certificate of Incorporation, yielding
20,000,000 shares of Common Stock outstanding:
Infinity IEO Glacier Summit Total
--------- ------ ------- ------ ---------
Common Stock 9,775,553 40,417 38,712 38,713 9,893,395
- ------------
Proxy Shares 976,000 ----- ----- ----- 976,000
- ------------
CONTROLLING PERSONS
Each of (1) HW Partners, as advisor to Infinity,
and (2) HW Finance, as the general partner of HW
Partners, may be deemed to be the beneficial owner
of the Securities beneficially owned by Infinity (the
"Infinity Securities") pursuant to Rule 13d-3 of
the Act.
In his capacity as a controlling person of HW
Finance, Wissman may be deemed to be the
beneficial owner of the Infinity Securities.
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<PAGE>
Each of (1) HW Capital, as advisor to each of IEO,
Summit and Glacier, and (2) HW Capital LLC, as the
general partner of HW Capital, may be deemed to be
the beneficial owner of the Securities
beneficially owned by each of IEO (the "IEO
Securities"), Glacier (the "Glacier Securities")
and Summit (the "Summit Securities") pursuant to
Rule 13d-3 of the Act.
In their capacity as controlling persons of HW
Capital LLC, C. Hunt and Wissman may be deemed to
be the beneficial owner of the IEO Securities, the
Glacier Securities and the Summit Securities
pursuant to Rule 13d-3 of the Act.
Emerging, as the sole shareholder of IEO, may be
deemed to be the beneficial owner of the IEO
Securities pursuant to Rule 13d-3 of the Act.
Each of Lion, as the sole shareholder of Glacier,
Mountain, as the general partner of Lion, and C.
Hunt, Wissman and Fojtasek, as the Managers of
Mountain, may be deemed to be the beneficial
owners of the Glacier Securities pursuant to Rule
13d-3 of the Act.
Each of Sandera, as the sole shareholder of
Summit, SCM, as the general partner of Sandera,
Capital, as the general partner of SCM, C. Hunt,
Wissman and Schwarz, as the Managers (and, as
applicable, the executive officers) of Capital,
and HW Capital, as the 100% holder of Capital, may
be deemed to be the beneficial owners of the
Summit Securities pursuant to Rule 13d-3 of the
Act.
(b) REPORTING PERSONS
Acting through its advisor, HW Partners, Infinity
would have the sole power to vote or to direct the
vote and to dispose or to direct the disposition
of the Infinity Securities and the Proxy Shares.
Acting through its advisor, HW Capital, IEO would
have the sole power to vote or to direct the vote
and to dispose or to direct the disposition of the
IEO Securities.
Acting through its advisor, HW Capital, Glacier
would have the sole power to vote or to direct the
vote and to dispose or to direct the disposition
of the Glacier Securities.
Acting through its advisor, HW Capital, Summit
would have the sole power to vote or to direct the
vote and to dispose or to direct the disposition
of the Summit Securities.
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<PAGE>
CONTROLLING PERSONS
Acting through its sole general partner HW
Finance, HW Partners would have the sole power to
vote or to direct the vote and to dispose or to
direct the disposition of Infinity Securities and
the Proxy Shares.
In his capacity as a controlling person of HW
Finance, Wissman would have the sole power to vote
or to direct the vote and to dispose or to direct
the disposition of Infinity Securities and the
Proxy Shares.
Acting through its sole general partner HW Capital
LLC, HW Capital would have the sole power to vote
or to direct the vote and to dispose or to direct
the disposition of the IEO Securities, the Summit
Securities and the Glacier Securities.
In their capacities as controlling persons of HW
Capital LLC, C. Hunt and Wissman would have the
sole power to vote or to direct the vote and to
dispose or to direct the disposition of the IEO
Securities, the Summit Securities and the Glacier
Securities.
As sole shareholder of IEO, Emerging would have
the sole power to vote or direct the vote and to
dispose or to direct the disposition of the IEO
Securities.
Each of Lion, as the sole shareholder of Glacier,
Mountain, as the general partner of Lion, and C.
Hunt, Wissman and Fojtasek, as the Managers of
Mountain, would have the sole power to vote or to
limit the vote and to dispose or to direct the
disposition of the Glacier Securities.
Each of Sandera, as the sole shareholder of
Summit, SCM, as the general partner of Sandera,
Capital, as the general partner of SCM, C. Hunt,
Wissman and Schwarz, as the Managers (and, as
applicable, the executive officers) of Capital,
and HW Capital, as the 100% holder of Capital,
would have the sole power to vote or to limit the
vote and to dispose or to direct the disposition
of the Summit Securities.
(c) The Reporting Persons have sold an
aggregate of 41,000 shares of Common Stock on the
open market within the last 60 days.
(d) Not applicable.
(e) As of May 1, 1999, IEO ceased to be the
beneficial owner of more than five percent of the
Common Stock.
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<PAGE>
ITEM 6. Contracts, Arrangements, or Understandings or
---------------------------------------------
Relationships with Respect to Securities of the Issuer.
------------------------------------------------------
NOT AMENDED.
ITEM 7. Material to be Filed as Exhibits.
--------------------------------
NOT AMENDED.
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<PAGE>
After reasonable inquiry, and to the best of their knowledge
and belief, the undersigned certify that the information set
forth in this Statement is true, complete and correct.
DATE: September 9, 1999
INFINITY INVESTORS LIMITED
By: HW Partners, L.P., its investment advisor
By: HW Finance, L.L.C., its general partner
By: /s/ STUART CHASANOFF
---------------------------
Name: Stuart Chasanoff
Title: Senior Vice President
IEO HOLDINGS LIMITED
By: HW Capital, L.P., its investment advisor
By: HW Capital, L.L.C., its general partner
By: /s/ STUART CHASANOFF
-------------------------
Name: Stuart Chasanoff
Title: Senior Vice President
GLACIER CAPITAL LIMITED
By: HW Capital, L.P., its investment advisor
By: HW Capital, L.L.C., its general partner
By: /s/ STUART CHASANOFF
----------------------------
Name: Stuart Chasanoff
Title: Senior Vice President
SUMMIT CAPITAL LIMITED
By: HW Capital, L.P., its investment advisor
By: HW Capital, L.L.C., its generalpartner
By: /s/ STUART CHASANOFF
------------------------------
Name: Stuart Chasanoff
Title: Senior Vice President
Attention: Intentional misstatements or
omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
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<PAGE>
SCHEDULE A
----------
Set forth below is the name, citizenship (or place of
organization, as applicable), business address and present
principal occupation or employment of each director and executive
officer of Infinity Investors Limited.
Present
Principal Position
Name and Citizenship Occupation with
or or Reporting
Place of Organization Business Employment Person
- --------------------- ---------- ---------- ---------
James A. Loughran 38 Hertford Street Lawyer Director
(Irish) London, England
W1Y 7TG
James E. Martin 38 Hertford Street Accountant Director
(British) London, England
W1Y 7TG
Margareta Hedstrom 38 Hertford Street President
(Swedish) Longon, England and
W1Y 7TG Treasurer
Cofides S.A. 38 Hertford Street Financial Vice
(Nevis, West Indies) London, England Services President
W1Y 7TG
SECORP Ltd. 38 Hertford Street Financial Secretary
(Nevis, West Indies) London, England Services
W1Y 7TG
-16-
<PAGE>
Set forth below is the name, citizenship (or place of
organization, as applicable), business address and present
principal occupation or employment of each director and executive
officer of IEO Holdings Limited.
Present
Principal Position
Name and Citizenship Occupation with
or or Reporting
Place of Organization Business Employment Person
- --------------------- ---------- ---------- ---------
John A. Brooks 38 Hertford Street Solicitor Director,
(UK) London, England President
W1Y 7TG and Treasurer
Suzanne Sheehy 38 Hertford Street Director
(Irish) London, England Secretary and
W1Y 7TG Secretary
Sophia Leacocos 37 Shepherd Street Executive Director
(USA) London, England
W1Y 7LH
Siobhan B. Mareuse 38 Hertford Street Attorney Director
(Irish) London, England
W1Y 7TG
-17-
<PAGE>
Set forth below is the name, citizenship (or place of
organization, as applicable), business address and present
principal occupation or employment of each director and executive
officer of Glacier Capital Limited.
Present
Principal Position
Name and Citizenship Occupation with
or or Reporting
Place of Organization Business Employment Person
- --------------------- ---------- ---------- ---------
James A. Loughran 38 Hertford Street Lawyer Director
(Irish) London, England
W1Y 7TG
Cofides S.A. 38 Hertford Street Financial Director
(Nevis, West Indies) London, England Services
W1Y 7TG
James E. Martin 37 Shepherd Street Accountant President
(British) London, England and
W1Y 7LH Treasurer
SECORP Limited 38 Hertford Street Financial Secretary
(Nevis, West Indies) London, England Services
W1Y 7TG
-18-
<PAGE>
Set forth below is the name, citizenship (or place of
organization, as applicable), business address and present
principal occupation or employment of each director and executive
officer of Summit Capital Limited.
Present
Principal Position
Name and Citizenship Occupation with
or or Reporting
Place of Organization Business Employment Person
- --------------------- --------- ---------- ---------
James A. Loughran 38 Hertford Street Lawyer Director
(Irish) London, England
W1Y 7TG
Cofides S.A. 38 Hertford Street Financial Director
(Nevis, West Indies) London, England Services
W1Y 7TG
James E. Martin 37 Shepherd Street Accountant President
(British) London, England and
W1Y 7LH Treasurer
SECORP Limited 38 Hertford Street Financial Secretary
(Nevis, West Indies) London, England Services
W1Y 7TG
-19-
