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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
SCHEDULE 13D
Under the Securities Exchange Act of 1934
The Hartcourt Companies, Inc.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
416187 20 1
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(CUSIP Number)
Reid Breitman
American Equities LLC
3172 Abington Drive
Beverly Hills, California 90210
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 27, 1999 and January 20, 2000
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(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 that is the subject of this Schedule 13D, and is
filing this schedule because of ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [_].
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for
other parties to whom copies are to be sent.
* 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 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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.
Page 1 of 10
Exhibit Index on Page 10
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CUSIP No. 259901 110 6 13D Page 2 of 10 Pages
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
American Equities LLC TIN# 95-4562151
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2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
WC, OO
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5. Check If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
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6. Citizenship or Place of Organization
California
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7. Sole Voting Power
NUMBER OF 500,000
SHARES _________________________________________________________________
BENEFICIALLY 8. Shared Voting Power
OWNED BY 0
EACH _________________________________________________________________
REPORTING 9. Sole Dispositive Power
PERSON 500,000
WITH _________________________________________________________________
10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
500,000
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12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [_]
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13. Percent of Class Represented by Amount in Row (11)
1.8%
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14. Type of Reporting Person (See Instructions)
OO
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<PAGE>
CUSIP No. 259901 110 6 13D Page 3 of 10 Pages
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Reid Breitman
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2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
OO
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5. Check If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
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6. Citizenship or Place of Organization
United States
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7. Sole Voting Power
NUMBER OF 0
SHARES _________________________________________________________________
BENEFICIALLY 8. Shared Voting Power
OWNED BY 0
EACH _________________________________________________________________
REPORTING 9. Sole Dispositive Power
PERSON 0
WITH _________________________________________________________________
10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
500,000
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12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [_]
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13. Percent of Class Represented by Amount in Row (11)
1.8%
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14. Type of Reporting Person (See Instructions)
IN
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CUSIP No. 259901 110 6 13D Page 4 of 10 Pages
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Julia Breitman
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2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
OO
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5. Check If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
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6. Citizenship or Place of Organization
United States
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7. Sole Voting Power
NUMBER OF 0
SHARES _________________________________________________________________
BENEFICIALLY 8. Shared Voting Power
OWNED BY 0
EACH _________________________________________________________________
REPORTING 9. Sole Dispositive Power
PERSON 0
WITH _________________________________________________________________
10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
500,000
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12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [_]
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13. Percent of Class Represented by Amount in Row (11)
1.8%
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14. Type of Reporting Person (See Instructions)
IN
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<PAGE>
CUSIP No. 259901 110 6 13D Page 5 of 10 Pages
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement relates is the
common stock, par value $.001 per share (the "Common Stock"), of The Hartcourt
Companies, Inc., a Utah corporation ("Hartcourt" or the "Issuer"). The principal
executive offices of Hartcourt are located at 1198 E. Willow Street, Long Beach,
California 91730.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by American Equities LLC, Reid Breitman
and Julia Breitman. American Equities LLC is a California limited liability
company engaged in the business of management and consulting services, real
property management, and investments. Mr. Breitman is a lawyer and is president
of American Equities LLC, and owns 80% of the membership interests of American
Equities LLC. Mrs. Breitman is a lawyer, and owns 20% of the membership
interests of American Equities LLC. Mr. and Mrs. Breitman are filing this report
by virtue of their ownership of American Equities LLC. The business address of
each of Mr. and Mrs. Breitman and of American Equities LLC is 3172 Abington
Drive, Beverly Hills, California 90210. Each of Mr. and Mrs. Breitman are
citizens of the United States of America.
During the last five years, none of American Equities, Mr. Breitman or
Mrs. Breitman have (a) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (b) 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.
American Equities LLC obtained funds for the acquisition of 500,000
shares of Common Stock from its working capital and from a loan from Hartcourt.
ITEM 4. PURPOSE OF TRANSACTION.
The reporting persons acquired their shares of Common Stock for
investment purposes.
American Equities LLC intends to continuously review the possible
courses of action that may be available to it and take such action with respect
to the Common Stock of Hartcourt as it considers desirable in light of the
circumstances then prevailing. Pending its decision whether or not to pursue any
of such courses of action and depending on market conditions and other factors,
American Equities LLC reserves the right to purchase shares of Common Stock
individually, or with others as part of a group (and through borrowings, if
deemed appropriate), in brokerage transactions on the Nasdaq Bulletin Board or
in private transactions, if appropriate opportunities to do so are available, on
such terms and at such times as it considers desirable. American Equities
believes that it is entitled to receive additional shares of Hartcourt common
stock pursuant to anti-dilution rights contained in a warrant agreement, and is
currently in litigation with Hartcourt to obtain such shares.
Page 5
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Except as set forth herein, American Equities LLC has no plans or
proposals which relate to or would result in any of the actions set forth in
parts (a) through (j) of Item 4.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
(a) The following list sets forth the aggregate number and percentage
(based on 27,562,584 shares of Common Stock outstanding as of March 31, 2000) of
outstanding shares of Common Stock owned beneficially by each reporting person
named in Item 2, as of August 15, 2000:
<TABLE>
<CAPTION>
Shares of Percentage of
Common Stock Shares of Common Percentage of
Beneficially Stock Shared Voting
Name Owned Beneficially Owned Power
---- ----- ------------------ -----
<S> <C> <C> <C>
American 500,000 (1) 1.8%(1) 0
Equities LLC
Mr. Breitman 500,000 (1) 1.8%(1) 1.8%(2)
Mrs. Breitman 500,000 (1) 1.8%(1) 1.8%(2)
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</TABLE>
(1) All of such shares are held by American Equities LLC, and are beneficially
owned by Mr. and Mrs. Breitman by virtue of their ownership of American Equities
LLC. Excludes additional shares which may be issued pursuant to certain
antidilution rights granted to American Equities with respect to the Warrants.
(2) American Equities LLC has sole voting and dispositive power of all of such
shares, and Mr. and Mrs. Breitman may be deemed to have shared voting power by
virtue of their joint ownership and control of American Equities LLC.
(b) American Equities LLC has sole voting and dispositive power of all
of such shares, and Mr. and Mrs. Breitman may be deemed to have shared voting
power by virtue of their joint ownership and control of American Equities LLC.
(c) American Equities, LLC has not engaged in any transactions in the
common stock of Hartcourt since January 20, 2000, when it sold most of its
holdings (representing 1,070,075 shares of common stock issued upon exercise of
the Warrants (see below)). See below for certain other transactions.
(d) No other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of such securities.
(e) On or about March 1999, pursuant to a settlement agreement with
Hartcourt, American Equities tendered 1,000,000 shares of common stock for
cancellation, which brought its beneficial ownership below 5%. On April 27, 1999
American Equities became the beneficial owner of 2,000,000 shares issuable upon
exercise of warrants, which represented approximately 9.9% of the issued and
outstanding common stock. On January 20, 2000, American Equities sold a majority
of its holdings, and its beneficial ownership decreased below 5%.
Page 6
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
American Equities LLC entered into that certain Warrant Agreement,
dated as of December 20, 1996 (as amended), between American Equities LLC and
Hartcourt, pursuant to which Hartcourt issued to American Equities warrants to
purchase an aggregate of 2,000,000 shares of Common Stock at an average exercise
price of $1.26 (the "Warrants"). The Warrants provided that the holder of the
Warrants could exercise the Warrants only after 75 days prior written notice. On
April 12, 1999, American Equities notified Hartcourt that it intended to
exercise all or any portion of the Warrants, and, accordingly, on April 27,
1999, American Equities believes it had the right, within 60 days, to acquire up
to 2,000,000 shares of Hartcourt common stock, which represented less than 10%
of the 20,225,746 issued and outstanding shares as of March 1, 1999 (per
Hartcourt's Form 10K). Hartcourt has disputed American Equities' interpretation
of the notification requirements contained in the Warrants, and has stated that
the common stock issuable upon exercise of the Warrants was not required to be
issued until after 75 days from the actual date of exercise of the Warrants. On
July 14, 1999 and July 19, 1999, American Equities exercised Warrants to
purchase 800,000 shares pursuant to certain cashless exercise provisions of the
Warrant Agreement, and received a net issuance of 621,674 shares of common stock
on or about November 1, 1999 (approximately 109 days after exercise of the
Warrants). Immediately upon delivery of such shares, American Equities
transferred 521,674 shares to a third party.
At that time (immediately prior to the transfer of 521,674 shares to a
third party), American Equities therefore beneficially owned 1,821,674 shares of
common stock (including the 621,674 shares issued upon exercise of a portion of
the Warrants). American Equities is informed and believes that Hartcourt had
approximately 24.8 million shares outstanding as of November 1, 1999 (making
American Equities' beneficial ownership approximately 7.3%). This assumes that
American Equities beneficially owned the 1,200,000 shares underlying the
remaining 1,200,000 Warrants. Under Hartcourt's interpretation of the Warrants,
American Equities did not beneficially own such shares.
On or about November 3, 1999, American Equities purchased and received
500,000 shares of restricted Hartcourt common stock for $300,000, payable
$75,000 in cash and the balance in installments over six months. Due to a
dispute with Hartcourt, American Equities paid $75,000 of such purchase price in
cash, and offset the balance of the purchase price against claims of American
Equities against Hartcourt (these claims are still pending and are the subject
of litigation between American Equities and Hartcourt). This acquisition brought
American Equities' beneficial ownership to 600,000 shares, (excluding the
1,200,000 shares underlying the Warrants). Under American Equities'
interpretation of the notice provisions of the Warrants, American Equities'
beneficial ownership was approximately 1,800,000 shares, or approximately 7.3%
of Hartcourt's issued and outstanding common stock. Under Hartcourt's
interpretation, American Equities beneficially owned 2.4%.
Page 7
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In December 1999, American Equities exercised its remaining 1,200,000
Warrants. American Equities received 1,075,070 shares of Hartcourt common stock
on February 9, 2000, after having filed suit against Hartcourt for breach of the
Warrant Agreement. American Equities sold all of its interest in these shares of
common stock to a third party on January 20, 2000, and, accordingly, delivered
all of the shares received from Hartcourt to such third party. Accordingly,
American Equities, upon exercise of the remaining Warrants, beneficially owned
1,575,070 shares of Hartcourt common stock (approximately 6.2%), which was
immediately reduced to 500,000 (approximately 2%) upon transfer of such shares
to the third party.
The above information does not include an indeterminate number of shares of
common stock issuable pursuant to certain antidilution provisions of the Warrant
Agreement. American Equities has not been able to determine the exact number of
shares it remains entitled to, but anticipates that the exact number of such
shares will be determined in connection with the litigation with Hartcourt.
Hartcourt has disputed that American Equities is entitled to any additional
shares under the Warrant Agreement. American Equities anticipates that the
number of shares will not be sufficient to bring American Equities' beneficial
ownership above five percent (5%) of Hartcourt's issued and outstanding common
stock.
Except for the circumstances discussed or referred to above, there are
no contracts, arrangements, understandings, or relationships with respect to the
securities of Hartcourt among any of the persons reporting in this Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Joint Filing Agreement under Section 13d-1(f) under the
Securities Exchange Act of 1934, dated as of August 15, 2000, between
American Equities LLC, Mr. Breitman and Mrs. Breitman.
Page 8
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SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
each of the undersigned certifies that the information set forth in this
Schedule is true, complete and correct.
Dated: August 15, 2000 AMERICAN EQUITIES LLC
By: /s/ Reid Breitman
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Reid Breitman, President
/s/ Reid Breitman
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Reid Breitman
/s/ Julia Breitman
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Julia Breitman
Page 9
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EXHIBIT A
JOINT FILING AGREEMENT
Agreement among American Equities LLC, Reid Breitman and Julia Breitman
whereby, in accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, each of the parties named below agree to the joint filing on behalf of
each of them of a Statement on Schedule 13D (including amendments thereto) with
respect to the equity securities of The Hartcourt Companies, Inc. and further
agree that this Joint Filing Agreement be included as an exhibit to such joint
filings provided that, as contemplated by Section 13d- 1(f)(1)(ii), no person
shall be responsible for the completeness or accuracy of the information
concerning the other person making the filing, unless such person knows or has
reason to believe that such information is inaccurate.
In evidence thereof, the undersigned, being duly authorized, hereby
execute this Agreement in counterpart as of this 15th day of August 2000.
AMERICAN EQUITIES LLC
By: /s/ Reid Breitman
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Reid Breitman, President
/s/ Reid Breitman
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Reid Breitman
/s/ Julia Breitman
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Julia Breitman
