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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
(RULE 13D-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13D-1(B), (C) AND (D) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13D-2(B)
(AMENDMENT NO. 1) (1)
Creative Host Services, Inc.
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
Common Stock
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(TITLE OF CLASS OF SECURITIES)
--------------
(CUSIP NUMBER)
DECEMBER 21, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(1) 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 1 of 5 Pages
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=============== ========================
CUSIP NO. 13G Page 2 of 5 Pages
=============== ========================
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
GCA STRATEGIC INVESTMENT FUND LIMITED
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
BERMUDA
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5 SOLE VOTING POWER
65,000
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NUMBER OF 6 SHARED VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY ------------------------------------------------------
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 65,000
WITH
------------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
65,000
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.1
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12 TYPE OF REPORTING PERSON*
CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 2 of 5 Pages
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Item 1.
(a) NAME OF ISSUER:
Creative Host Services, Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
6335 Ferris Street
Suite G - H
San Diego, CA 92126
Item 2.
(a) NAME OF PERSON FILING:
GCA Strategic Investment Fund Limited
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Mechanics Building
12 Church Street
Hamilton HM11, Bermuda
(c) CITIZENSHIP:
Bermuda
(d) TITLE OF CLASS OF SECURITIES:
Common Stock
(e) CUSIP NUMBER:
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B) OR
(C), CHECK WHETHER PERSON FILING IS A:
(a) [ ] Broker or dealer registered under section 15 of the Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Act.
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act.
(d) [ ] Investment company registered under section 8 of the
Investment Company Act.
(e) [ ] An investment adviser in accordance with Rule
13d-(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance with
13d-1(b)(1)(ii)(F).
(g) [ ] Parent holding company or control person, in accordance with
13d-1(b)(ii)(G).
(h) [ ] Savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) [ ] Church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act.
(j) [ ] Group, in accordance with 13d-1(b)(1)(ii)(J).
Page 3 of 5 Pages
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If this statement is filed pursuant to Rule 13d-1(c), check
this box, [X]
Item 4. OWNERSHIP:
(a) Amount beneficially owned 65,000 shares
(b) Percent of class
(c) PERCENT OF CLASS: 2.1%. This percentage is based on
total outstanding shares of 3,098,492 as of November
12, 1998, as set forth in the Company's Form 10-Q,
filed November 14, 1998. On December 21, 1998, the
Company paid the $500,000 principal amount 12%
Convertible Note held by the reporting person. As a
result, the reporting person solely owns warrants to
purchase 65,000 shares of Common Stock.
(d) Number of shares as to which such person has:
<TABLE>
<S> <C> <C>
(i) Sole power to vote or direct
the vote 65,000
(ii) Shared power to vote or direct
the vote 0
(iii) Sole power to dispose or direct
the disposition of 65,000
(iv) Shared power to dispose or direct
the disposition of 0
</TABLE>
Item 5. OWNERSHIP OF 5 PERCENT OR LESS OF A CLASS.
This statement is being filed to report that the reporting
person is no longer the beneficial owner of more than five
percent of the Common Stock of the Company.
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not Applicable
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not Applicable
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable
Item 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable
Item 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
Page 4 of 5 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth above in this statement is
true, complete and correct.
February 15, 1999
/s/ Joseph Kelly
-------------------------------------
Name: Joseph Kelly
Title: Director of GCA Strategic
Investment Fund Limited
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