SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. __)(1)
ADRENALIN INTERACTIVE, INC.
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(Name of Issuer)
Common Stock, $.03 par value
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(Title of Class of Securities)
007246200
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(CUSIP Number)
July 12, 1999
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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)
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(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 disclosures provided in a prior cover page.
The information required on 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 No. 007246200 SCHEDULE 13G
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Escalade Investors LLC
52-2180014
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
0
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NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 322,580 (see Note A)
OWNED BY --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH --------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
322,580 (see Note A)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
322,580 (see Note A)
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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)
9.1% (see Note A)
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12 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 007246200 SCHEDULE 13G
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
WEC Asset Management LLC
52-2146721
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
0
--------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 322,580 (see Note A)
OWNED BY --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH --------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
322,580 (see Note A)
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
322,580 (see Note A)
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.1% (see Note A)
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12 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1 (a) NAME OF ISSUER
ADRENALIN INTERACTIVE, INC.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
3501 Beethoven Street
Los Angeles, CA 90066-7047
ITEM 2 (a) NAME OF PERSON FILING
This statement is filed by
Escalade Investors LLC
WEC Asset Management LLC, with respect to the shares
beneficially owned by Escalade Investors LLC
The foregoing persons are hereinafter sometimes referred to
collectively as the "Reporting Persons."
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE
The address of the principal business office of each Reporting
Person is:
Escalade Investors LLC
c/o WEC Asset Management LLC
One World Trade Center
Suite 4563
New York, NY 10046
WEC Asset Management LLC
One World Trade Center
Suite 4563
New York, NY 10046
(c) CITIZENSHIP
Escalade Investors LLC is a limited liability company
organized under the laws of the State of Delaware.
WEC Asset Management LLC is a limited liability company
organized under the laws of the State of Delaware.
(d) TITLE OF CLASS OF SECURITIES
Common Stock, $.03 par value
<PAGE>
(e) CUSIP NUMBER
007246200
ITEM 3 If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the 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 of 1940
(e) |_| An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
(f) |_| An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F)
(g) |_| A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G)
(h) |_| A savings association as defined in section 3(b) of the Federal
Deposit Insurance Act
(i) |_| A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company
Act of 1940
(j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J)
If this statement is filed pursuant to Rule 13d-1(c), check this box |X|
ITEM 4 OWNERSHIP
1. Escalade Investors LLC
(a) Amount beneficially owned:
322,580 (see Note A)
(b) Percent of class:
9.1% (see Note A)
<PAGE>
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 322,580 (see
Note A)
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
322,580 (see Note A)
2. WEC Asset Management LLC
(a) Amount beneficially owned:
322,580 (see Note A)
(b) Percent of class:
9.1% (see Note A)
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 322,580 (see
Note A)
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
322,580 (see Note A)
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [ ]
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
See Note A
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
N/A
<PAGE>
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
N/A
ITEM 9 NOTICE OF DISSOLUTION OF GROUP
N/A
ITEM 10 CERTIFICATION
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired are not
being 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 and are not held in connection with or as a participant in
any transaction having that purpose or effect.
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.
September 14, 1999
-------------------------------------
(Date)
ESCALADE INVESTORS LLC
By: WEC Asset Management LLC, Manager
By: /s/ Ethan Benovitz
---------------------------------
Name: Ethan Benovitz
Title: Managing Director
WEC ASSET MANAGEMENT LLC
By: /s/ Ethan Benovitz
---------------------------------
Name: Ethan Benovitz
Title: Managing Director
<PAGE>
JOINT FILING AGREEMENT
Each of the undersigned hereby agrees that the Schedule 13G filed herewith
is filed jointly pursuant to Rule 13d-1(k)(1) of the Securities Exchange Act of
1934, as amended, on behalf of each of them.
Dated: September 14 , 1999
ESCALADE INVESTORS LLC
By: WEC Asset Management LLC, Manager
By: /s/ Ethan Benovitz
---------------------------------
Name: Ethan Benovitz
Title: Managing Director
WEC ASSET MANAGEMENT LLC
By: /s/ Ethan Benovitz
---------------------------------
Name: Ethan Benovitz
Title: Managing Director
<PAGE>
NOTE A
This Form 13G represents ownership by Escalade Investors LLC of 293,255 shares
of the Common Stock of the Issuer (8.3%).
Escalade Investors LLC also holds Warrants to purchase 29,325 shares of the
Issuer's Common Stock (0.8%).
The aggregate of the shares owned and the shares which might be acquired on
exercise of the Warrants is 322,580 (9.1%).
WEC Asset Management LLC, the manager of Escalade Investors LLC, shares the
power to dispose of and the power to vote the shares of Common Stock of the
Issuer beneficially owned by Escalade Investors LLC and, pursuant to Rule 13d-3
of the Securities Exchange Act of 1934, as amended, is deemed to be a beneficial
owner of such interests for purposes of this filing. However, WEC Asset
Management LLC disclaims beneficial ownership of these shares. The managing
directors of WEC Asset Management LLC are Ethan Benovitz, Daniel Saks and Mark
Nordlicht.
The Reporting Persons hereby incorporate by reference the Report on Form 8-K
filed by the Issuer on July 13, 1999 (including the exhibits thereto) for a
description of the rights and obligations of the Reporting Persons to acquire or
purchase additional shares of the Issuer's Common Stock.
The Reporting Persons disclaim any beneficial interest in or voting rights in
the shares of Common Stock of the Issuer held by or issuable upon the exercise
of any conversion or other rights held by any other holder of shares or such
rights of the Issuer.
