UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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 Ltd.
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)
July 23, 1998
(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 less of such class.)
(See Rule 13d-7).
<PAGE>
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.
13,135,987 shares of common stock owned directly by HRO with III acting
as investment advisor.
Approximately 2,265,339 shares of common stock as of July 23, 1998,
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
<PAGE>
9. Number of shares beneficially owned by each reporting person with sole
dispositive power.
13,135,987 shares of common stock owned directly by HRO with III acting
as investment advisor.
Approximately 2,265,339 shares of common stock as of July 23, 1998,
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.
13,135,987 shares of common stock owned by HRO with III acting as
investment advisor.
Approximately 2,265,339 shares of common stock as of July 23, 1998,
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).
40.71% (13,135,987/32,265,339)--directly owned by HRO
7.02% ( 2,265,339/32,265,339)--indirectly owned by HRO
47.73% (15,401,326/32,265,339)--directly and indirectly
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"), that are held directly by HRO and are issuable to HRO, with
investment advice by III, upon conversion of Series C
<PAGE>
Preferred Stock, held by HRO. The Company's executive offices 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.
(b) III's address is P.O. Box 1340, Zephyr Cove, Nevada 89448; HRO's
address is c/o Admiral Administration Ltd., 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 by conversion of the Series C Preferred stock which were acquired on
March 3, 1997 from Nelson Partners and Olympus Securities, Ltd. with working
capital.
Item 4. Purpose of Transaction.
This Amendment No. 5 to the Schedule 13D is being filed to report that on
July 23, 1998, at the Annual Meeting of Stockholders of Aegis (the "Annual
Meeting") HRO nominated Warren B. Mosler and Robert H. Fasulo for election to
the Aegis Board of Directors. Messrs. Mosler and Fasulo were elected directors
of Aegis at that meeting. Currently, the By-laws of Aegis provide for a Board
consisting of five directors. After the election discussed above, the Aegis
Board consists of three directors, Messrs. Mosler and Fasulo, and Mr. Matthew
Burns, the Chief Executive Officer of Aegis and not affiliated directly or
indirectly with HRO or III.
HRO originally 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
<PAGE>
Securities, Ltd. at the original par price paid by the two counterparts for a
total of 186 shares of Series C Preferred Aegis Stock. 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 $0.98 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. On January
13, 1998, 85 of the remaining 106 shares of Series C Preferred Aegis Stock were
converted into 12,332,783 shares of common stock of the Issuer at approximately
$0.0796 per share leaving HRO with 21 shares of Series C Preferred Aegis Stock.
Accordingly, HRO owns, directly and indirectly, approximately 15,401,326 shares
of common stock, representing 47.73% of the total outstanding common stock
(assuming conversion of all of HRO's Series C Preferred Stock) as of July 23,
1998.
The primary purpose of the conversion of Series C Preferred stock into
common stock of Aegis was to allow HRO to vote its shares of common stock at any
shareholder meeting regarding any issue properly brought up for shareholder
approval, including but not limited to the election of Aegis directors and the
approval of the proposed sale of Systems & Services Technologies, Inc. to III
Associates and Adams, Viner & Mosler, Ltd. ("AVM"), two affiliates of III. At
the Annual Meeting, HRO voted its Common Stock of Aegis in favor of such sale
and such sale was consummated on July 23, 1998. III and HRO may also (a) seek
discussions with Aegis management in an attempt to enhance or improve the
operations of Aegis, (b) seek additional representation on Aegis' board of
directors or (c) take other actions similar to the foregoing.
Item 5. Interest in Securities of the Issuer
(a) III and HRO, as of July 23, 1998, are the beneficial owners in the
aggregate of 15,401,326 shares of common stock of the Issuer, representing in
the aggregate 47.73 percent of such class. HRO is the beneficial owner of
15,401,326 shares of common stock of the Issuer, representing in the aggregate
47.73 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
15,40,326 shares of common stock of the Issuer, representing in the aggregate
47.73 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 15,401,326
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
15,401,326 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 15,401,326 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) Not applicable.
<PAGE>
(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 remaining 21 shares of Series C Preferred Stock owned by HRO, as
if the conversion had occurred on July 23, 1998.
<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.
July 28, 1998 /s/ ROBERT H. FASULO
- -------------------------------- ------------------------------------
Date Signature
Robert H. Fasulo, C.F.O.
III OFFSHORE ADVISORS
-----------------------------------
Name/Title
July 28, 1998 /s/ ROBERT H. FASULO
- -------------------------------- ------------------------------------
Date Signature
Robert H. Fasulo, C.F.O.
III OFFSHORE ADVISORS,
Investment advisor to
THE HIGH RISK OPPORTUNITIES
HUB FUND LTD.
-----------------------------------
Name/Title
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. SS.1001)
<PAGE>
EXHIBIT A
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 06/24/98
Number of Days Oustanding = N 876
=============
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:
06/18/98 0.13000
06/19/98 0.13000
06/22/98 0.13000
06/23/98 0.13000
06/24/98 0.13000
-------------
Total 0.65000
=============
5 Day Average 0.13000
Times 0.85
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Therefore Conversion Price= 0.11050000
=============
((0.08)*876/365)*(10000)+10000)
- -------------------------------------
0.1105
11,920.00
----------- OR 107,873.30
0.1105
Number of Common Stock per Share 107,873.30
Number of Preferred Stock 21
-------------
Common Stock Equivalents 2,265,339.37
=============
Common Stock to be Issued 2,265,339
=============
