UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
The Aegis Consumer Funding Group, Inc.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
00760G 10 4
(CUSIP Number)
III Offshore Advisors
191 Manor Drive
Suite 3
Stateline, NV 89449
(702) 588-9453
High Risk Opportunities Hub Fund, Ltd.
c/o Admiral Administration
P.O. Box 32021 SMB
Anchorage Center - 2nd Floor
Grand Cayman, Cayman Island, BWI
(345) 949-0704
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 31, 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-l(b)(3) or (4), check the following box ___.
Check the following box if a fee is being paid with the statement: ____ . (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or
<PAGE>
less of such class.) (See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13a-l(a) for other parties to whom copies should be
sent.
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).
1. Name of reporting person; S.S. or I.R.S. identification no. of above person.
III Offshore Advisors ("III") and High Risk Opportunities Hub Fund Ltd. ("HRO")
2. Check the appropriate box if a member of a group.* (a) ___ (b)_X_
3. SEC use only.
4. Source of funds.*
WC
5. Check box if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e).
6. Citizenship or place of organization.
III is a Nevada general partnership. HRO is a Cayman Islands limited liability
company.
7. Number of shares beneficially owned by each reporting person with sole voting
power.
813,204 shares of common stock owned directly by HRO with III acting as
investment advisor. 15,957,797 shares of common stock owned indirectly through
Series C Preferred Stock by HRO with III acting as investment advisor.
**PLEASE SEE EXHIBIT "A" ATTACHED HEREWITH FOR FORMULA USED IN DETERMINING
COMMON STOCK OWNED INDIRECTLY THROUGH SERIES C PREFERRED STOCK- the percentage
owned will vary over time with changes in the stock price.**
8. Number of shares beneficially owned by each reporting person with shared
voting power.
None
9. Number of shares beneficially owned by each reporting person with sole
dispositive power.
<PAGE>
813,204 shares of common stock owned directly by HRO with III acting as
investment advisor. 15,957,797 shares of common stock owned indirectly through
Series C Preferred Stock by HRO with III acting as investment advisor.
10. Number of shares beneficially owned by each reporting person with shared
dispositive power.
None
11. Aggregate amount beneficially owned by each reporting person.
813,204 shares of common stock owned by HRO with III acting as investment
advisor. 15,957,797 shares of common stock owned indirectly through Series C
Preferred Stock by HRO with III acting as investment advisor.
12. Check box if the aggregate amount in Row (11) excludes certain shares.*
Not applicable
13. Percent of class presented by amount in Row (11).
2.7% (813,204/30,000,000) - directly owned by HRO
47.57% (15,957,797/33,545,014) - indirectly owned by HRO
49.99% (16,771,001/33,545,014) - direct and indirect owned by HRO
14. Type of reporting person.*
III - PN HRO - CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Item 1. Security and Issuer
This statement relates to shares of common stock (CUSIP No. 00760G 10 4) of
The Aegis Consumer Funding Group, Inc. a Delaware corporation (the "Company"),
whose executive officers are located at 200 North Cobb Parkway, Suite 428,
Marietta, GA. 30062.
Item 2. Identity and Background
(a) The names of the entities filing this statement are III
Offshore Advisors ("III"), a Nevada general partnership and The High Risk
Opportunities HUB Fund Ltd. ("HRO"), a Cayman Island limited liability company,
and this statement is being filed on behalf of both of them.
<PAGE>
(b) III's address is P.O. Box 1340, Zephyr Cove, Nevada 89448;
HRO's address is c/o Admiral Administration, P.O. Box 32021 SMB, Anchorage
Center- 2nd Floor, Grand Cayman, Cayman Islands, B.W.I.
(c) III is registered CTA and investment advisor to several
offshore funds. HRO is an offshore investment vehicle through which investors
can have access to proprietary "defined risk" trading strategies developed by
the principals of III.
(d) During the past five years, neither III or HRO have been
convicted in any criminal proceeding.
(e) During the past five years, neither III or HRO have been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree, or final order enjoining
future violation of, or prohibiting or mandating activities subject to , federal
or state securities laws or finding any violation with respect to such laws.
(f) III is a Nevada general partnership. HRO is a Cayman Island
limited liability company.
Item 3. Source and Amount of Funds or Other Consideration
III and HRO financed the acquisition of the shares of common stock
of the Company with working capital.
Item 4. Purpose of Transaction.
HRO has acquired the shares for investment purposes. On or about
March 3, 1997, HRO entered into an agreement to acquire 93 shares of Series C
Preferred Aegis Stock from Nelson Partners and to acquire 93 shares of Series C
Preferred Aegis Stock from Olympus Securities, Ltd. at the original par price
paid by the two counterparts. On or about March 7, 1997, HRO exercised its right
to convert a total of 83 shares of the Series C Preferred Aegis Stock at a 15%
discount of the five (5) day prior average NASDAQ closing bid price. HRO
acquired 890,704 shares of the Company's common stock at a price of
approximately .98 cents per share. As of the same date HRO owned 103 shares of
Series C Preferred Aegis Stock, which were convertible into 1,077,368 shares of
common stock of Issuer. Subsequently, On December 10, 1997 HRO sold 27,500
shares of common stock at $0.156250 per share and on December 15, 1997 sold
50,000 shares of common stock for $0.09375 per share. Currently, the 106 shares
of Series C Preferred Aegis Stock is convertible into 15,957,797 shares of
common stock of the Issuer. Accordingly, HRO owned directly and indirectly
16,771,001 shares of common stock, representing 49.99% of the total outstanding
common stock, assuming conversion of HRO's Series C preferred stock. Note,
however that Aegis does not have sufficient authorized but unissued shares to
honor such conversion.
Item 5. Interest in Securities of the Issuer
(a) III and HRO are the beneficial owners in the aggregate of
16,771,001 shares of
<PAGE>
common stock of the Issuer, representing in the aggregate 49.99 percent of such
class. HRO is the beneficial owner of 16,771,001 shares of common stock of the
Issuer, representing in the aggregate 49.99 percent of such class. HRO is a
beneficial owner, in that it has the right to acquire sole voting and investment
power within less than sixty (60) days over said securities (since it can
terminate III on 30 days' notice to III), of 16,771,001 shares of common stock
of the Issuer, representing in the aggregate 49.99 percent of such class.
(b) III and HRO have in the aggregate the sole power to vote or to
direct the vote and the sole power to dispose or direct the disposition of
16,771,001 shares of common stock of the Issuer; HRO has the sole power to vote
or to direct the vote and the sole power to dispose or direct the disposition of
16,771,001 shares of common stock of the Issuer; HRO has the contingent sole
power to vote or to direct the vote and the sole power to dispose or direct the
disposition of 16,771,001 shares of common stock of the Issuer. Neither III or
HRO are the beneficial owners of any shares of the capital stock of the Issuer
in which they share the power to vote or to direct the vote or share the power
to dispose or direct the disposition of shares.
(c) III and HRO have effected the sale of 27,500 common shares at a
price of $0.156250 on December 10, 1997 and the sale of 50,000 common shares at
a price of $0.09375 on December 15, 1997.
(d) Not applicable
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
III and HRO have no contracts, arrangements, understandings or
relationships between themselves with respect to any securities of the Issuer
which relate to such matters as transfer or voting of any such securities,
finder's fees, joint ventures, loan or option agreements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies, and no such contract, arrangement, understanding or relationship
exists between or among them and the Issuer. However, III and HRO have in the
past consulted, and can in the future be expected to consult between themselves
and with other members of the Issuer's management concerning their respective
investments in the Issuer.
Item 7. Material to be filed as Exhibits
Please see Exhibit "A" attached hereto, which demonstrates the
conversion formula for the Preferred Series C Convertible Stock of HRO, as if a
transaction had occurred on December 23, 1997.
<PAGE>
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.
January 2, 1998 /s/ ROBERT H. FASULO
- ----------------------------- -----------------------------------
Date Signature
-----------------------------------
Name/Title
Robert H. Fasulo, C.F.O.
III OFFSHORE ADVISORS
January 2, 1998 /s/ ROBERT H. FASULO
- ----------------------------- -----------------------------------
Date Signature
-----------------------------------
Name/Title
Robert H. Fasulo, C.F.O.
THE HIGH RISK OPPORTUNITIES
HUB FUND LTD.
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 this 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. SECTION 1001)
<PAGE>
EXHIBIT A TO AMENDED SCHEDULE 13D
--------
THE AEGIS CONSUMER FUNDING GROUP, INC.
PREFERRED SERIES C CONVERTIBLE STOCK
THE HIGH RISK OPPORTUNITY HUB FUND, LTD.
CONVERSION FORMULA
Conversion Formula:
Initial date funds were received 01/30/96
Conversion date 12/23/97
Number of Days Outstanding = N 692
=============
Conversion Price = the lesser of (i) 100% of 6.245 or (ii) .85 times the average
Closing Bid Price for the five (5) trading days immediately preceding the date
of Conversion.
Closing Bid Averages:
03/07/97 0.09375
03/06/97 0.09375
03/05/97 0.09375
03/04/97 0.09375
03/03/97 0.09375
-------------
Total 0.47
=============
5 Day Average 0.09
Times 0.85
-------------
Therefore Conversion Price = 0.077
=============
((0.08)*692/365)*(10000)+10000)
- -------------------------------
0.0765
11,516.71
--------- OR 150,545.26
0.0765
Number of Common Stock per Share 150,545.26
Number of Preferred Stock 106
-------------
Common Stock Equivalents 15,957,797.48
=============
Common Stock to be Issued 15,957,797
=============
