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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
WHAT A WORLD!, INC.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
962433 10 8
(CUSIP Number)
James Martin Kaplan, Esq.
Zimet, Haines, Friedman & Kaplan
460 Park Avenue
New York, New York 10022
(212) 486-1700
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
July 17, 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. [ ]
Page 1 of 15 pages
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CUSIP NO. 962433 10 8
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Elliot J. Smith
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (See Instructions)
PF
5. CHECK 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 Shares 7. SOLE VOTING POWER
Beneficially Owned 856,383
by Each Reporting
Person With
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
856,383
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
856,383
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.3%
14. TYPE OF REPORTING PERSON
IN
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CUSIP NO. 962433 10 8
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Elliot J. Smith SDRP Money Purchase Pension Plan
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (See Instructions)
PF
5. CHECK 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 Shares 7. SOLE VOTING POWER
Beneficially Owned 90,500
by Each Reporting
Person With
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
90,500
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
90,500
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
14. TYPE OF REPORTING PERSON
EP
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CUSIP NO. 962433 10 8
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Elliot J. Smith IRA/Rollover
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (See Instructions)
PF
5. CHECK 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 Shares 7. SOLE VOTING POWER
Beneficially Owned 130,460
by Each Reporting
Person With
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
130,460
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
130,460
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
14. TYPE OF REPORTING PERSON
EP
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CUSIP NO. 962433 10 8
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Praefero Partners
13-3173828
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(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
United States of America
Number of Shares 7. SOLE VOTING POWER
Beneficially Owned 3,000
by Each Reporting
Person With
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
3,000
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,000
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.1%
14. TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
Item 1 - Security and Issuer.
This Schedule 13D relates to the Common Stock, par value $.01 per share
("Common Stock"), of What A World!, Inc., a Delaware corporation (the
"Company").
The address of the Company's principal executive office is Suite 100,
McCormick Center II-B, 10901 Roosevelt Boulevard, St. Petersburg, Florida 33716.
Item 2 - Identity and Background.
(a) This Schedule 13D is being filed by Elliot J. Smith, the Elliot J.
Smith SDRP Money Purchase Pension Plan (the "Smith Pension Plan"), the Elliot J.
Smith IRA/Rollover (the "Smith IRA") and Praefero Partners (the "Partnership"),
a New York partnership the principal business of which is investing in
securities. Elliot J. Smith is the general partner of Praefero Partners. Mr.
Smith may be deemed to be the beneficial owner of securities directly owned by
the Smith Pension Plan, the Smith IRA and the Partnership.
(b) The business address of each of Elliot J. Smith, the Smith Pension
Plan, the Smith IRA and the Partnership is c/o Rickel & Associates, Inc., 875
Third Avenue, New York, New York 10022.
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(c) Mr. Smith's principal occupation is President of Rickel &
Associates, Inc., which is located at 875 Third Avenue, New York, New York
10022.
(d) During the last five years, neither Mr. Smith, the Smith Pension
Plan, the Smith IRA nor the Partnership has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, neither Mr. Smith, the Smith Pension
Plan, the Smith IRA nor the Partnership 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 July 17, 1997, Mr. Smith acquired in a private transaction from
David B. Cornstein, the Chairman of the Board of the Company, 515,352 shares of
Common Stock for an aggregate purchase price of $10,307.04, or $.02 per share
(the "Acquisition").
Prior to the Acquisition, Mr. Smith beneficially owned directly
(i) 20,120 shares of Common Stock and (ii) warrants (the
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"Underwriter's Warrants") to purchase up to 48,471 shares of Common Stock at an
exercise price of $7.25 per share and/or up to 48,471 warrants (the "Public
Warrants") at an exercise price of $.145 per Public Warrant. The Underwriter's
Warrants were granted to Whale Securities Co., L.P. (the "Underwriter"), the
underwriter retained by the Company in connection with its November 1994 initial
public offering (the "IPO"), and were transferred by the Underwriter to Mr.
Smith, who was previously employed by the Underwriter. The Underwriter's
Warrants are exercisable between November 17, 1995 and November 17, 1999. The
Public Warrants each represent the right to purchase one share of Common Stock
at an exercise price of $5.00 per share and are exercisable between May 17, 1995
and May 17, 1998.
In addition, prior to the Acquisition, the Smith Pension Plan
beneficially owned 46,500 shares of Common Stock and 44,000 Public Warrants, the
Smith IRA beneficially owned 32,000 shares of Common Stock and 98,460 Public
Warrants and the Partnership beneficially owned 3,000 Public Warrants.
The 515,352 shares of Common Stock acquired by Mr. Smith in the
Acquisition, as well as the 117,071 shares of Common Stock beneficially owned
directly by Mr. Smith prior to the Acquisition, were acquired by Mr. Smith with
his personal funds. The 90,500 shares of Common Stock beneficially owned by the
Smith Pension Plan and the 130,460 shares of Common Stock beneficially owned by
the Smith IRA were acquired with Mr. Smith's personal funds. The 3,000 shares of
Common Stock beneficially owned by the Partnership were
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acquired with working capital from the Partnership's capital account, which is
funded by Mr. Smith.
Item 4. Purpose of Transaction.
Each of Mr. Smith, the Smith Pension Plan, the Smith IRA and the
Partnership acquired the securities of the Company currently held by such person
solely for investment purposes. Depending upon various factors, including, but
not limited to, the Company's business, prospects and financial condition and
other developments concerning the Company, available opportunities for Mr. Smith
to acquire or dispose of securities of the Company, and other business
opportunities available to Mr. Smith, and other relevant factors, Mr. Smith may
in the future take such actions with respect to such holdings in the Company's
securities as he deems appropriate in light of the circumstances and conditions
existing from time to time. Such actions may include the purchase of additional
securities of the Company in the open market, the purchase of additional
securities of the Company in privately negotiated transactions (including
privately negotiated purchases from the Company or other stockholders of the
Company) or otherwise, the disposition, from time to time or at any time, of all
or a portion of the securities of the Company now owned or hereafter acquired,
either directly or indirectly, by Mr. Smith, either in a sale of securities in
the open market or the sale of securities in privately negotiated transactions
to one or more purchasers.
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Except as described above, Mr. Smith has not formulated any plans or
proposals which relate to or would result in any of the following:
(a) The acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(d) Any change in the present Board of Directors or management of the
Company, including any plans or proposals to change the number or term of
Directors or to fill any existing vacancies on the Board;
(e) Any material change in the present capitalization or dividend
policy of the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(h) Causing a class of securities of the Company 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;
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(i) A class of equity securities of the Company 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.
(a) and (b) Mr. Smith beneficially owns directly 632,423 shares of
Common Stock, including Underwriter's Warrants to purchase up to 48,471 shares
of Common Stock and/or up to 48,471 Warrants, constituting, in the aggregate,
approximately 28.6% of the issued and outstanding shares of Common Stock as of
the date hereof. The Smith Pension Plan beneficially owns 90,500 shares of
Common Stock, including 44,000 Public Warrants, constituting approximately 4.2%
of the issued and outstanding shares of Common Stock as of the date hereof. The
Smith IRA beneficially owns 130,460 shares of Common Stock, including 98,460
Public Warrants, constituting approximately 5.7% of the issued and outstanding
shares of Common Stock as of the date hereof. The Partnership beneficially owns
3,000 shares of Common Stock by virtue of its ownership of 3,000 Public
Warrants, constituting approximately .1% of the issued and outstanding shares of
Common Stock as of the date hereof.
Mr. Smith may be deemed to be the beneficial owner of the shares of
Common Stock beneficially owned by the Smith Pension Plan, the Smith IRA and the
Partnership. The shares of Common stock owned directly by Mr. Smith, together
with the shares of Common
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Stock owned by the Smith Pension Plan, the Smith IRA and the Partnership,
constitute, in the aggregate, 856,383 shares of Common Stock or
approximately 36.3% of the issued and outstanding shares of Common Stock as of
the date hereof.
(b) Mr. Smith has sole power to vote or direct the vote of, and sole
power to dispose or to direct the disposition of, the shares of Common Stock
beneficially owned directly by him. Mr. Smith also has sole power to vote or
direct the vote of, and sole power to dispose or to direct the disposition of,
the shares of Common Stock beneficially owned by the Smith Pension Plan, the
Smith IRA and the Partnership. Neither Mr. Smith, the Smith Pension Plan, the
Smith IRA nor the Partnership shares the power to vote or direct the vote of, or
dispose or direct the disposition of, any shares of Common Stock beneficially
owned by any of the foregoing.
(c) Except for the purchase by Mr. Smith of shares of Common Stock in
the Acquisition as described in Item 3 above, no transactions in securities of
the Company were effected by the persons named in response to Paragraphs (a) and
(b) of this Item 5 during the period beginning sixty days prior to the date of
the event which requires the filing of this statement.
(d) No person other than Mr. Smith has the right to receive or the
power to direct the receipt of dividends from the shares of Common Stock
beneficially owned by Mr. Smith, the Smith Pension
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Plan, the Smith IRA or the Partnership or the right to receive or the power to
direct the receipt of the proceeds from the sale of such shares.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of
the Issuer.
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) between either Mr. Smith, the Smith Pension
Plan, the Smith IRA or the Partnership and any person with respect to any
securities of the Company, 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, division of profits or loss,
or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
99.1. Joint Filing Agreement dated as of July 25, 1997.
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After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned hereby certify that the information set
forth in this statement is true, complete and correct.
Dated: July 25, 1997
/s/ Elliot J. Smith
___________________________________
Elliot J. Smith
DELAWARE CHARTER GUARANTEE
& TRUST CO.
c/f Elliot J. Smith SDRP
Money Purchase Pension Plan
/s/ Judith Bullard
By: _______________________________
Name: Judith Bullard
Title: Assistant Manager/
Trust Officer
DELAWARE CHARTER GUARANTEE
& TRUST CO.
c/f Elliot J. Smith
IRA/Rollover
/s/ Judith Bullard
By: _______________________________
Name: Judith Bullard
Title: Assistant Manager/
Trust Officer
PRAEFERO PARTNERS
/s/ Elliot J. Smith
By: _______________________________
Name: Elliot J. Smith
Title: General Partner
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JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons or entities named below agree to the joint filing
on behalf of each of them of this Schedule 13D with respect to the common stock
of the Company and further agree that this Joint Filing Agreement be included as
an exhibit to this Schedule 13D. In evidence thereof, the undersigned hereby
execute this Joint Filing Agreement as of the 25th day of July, 1997.
/s/ Elliot J. Smith
___________________________________
Elliot J. Smith
DELAWARE CHARTER GUARANTEE
& TRUST CO.
c/f Elliot J. Smith SDRP
Money Purchase Pension Plan
/s/ Judith Bullard
By: _______________________________
Name: Judith Bullard
Title: Assistant Manager/
Trust Officer
DELAWARE CHARTER GUARANTEE
& TRUST CO.
c/f Elliot J. Smith
IRA/Rollover
/s/ Judith Bullard
By: _______________________________
Name: Judith Bullard
Title: Assistant Manager/
Trust Officer
PRAEFERO PARTNERS
/s/ Elliot J. Smith
By: _______________________________
Name: Elliot J. Smith
Title: General Partner
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