SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Krug International Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
501067102
(CUSIP Number)
Stephen M. Schultz, Esq., Kleinberg, Kaplan, Wolff & Cohen, P.C.,
551 Fifth Avenue, New York, New York 10176
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 23, 1999
(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-1(e), 13d-1(f) or 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 Rule 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 ("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>
SCHEDULE 13D
Page 11 of 11
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dimitri Raitzin
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8 SHARED VOTING POWER
275,700
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
275,700
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
275,700
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
West Side Capital Partners, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8 SHARED VOTING POWER
110,280
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
110,280
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
110,280
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Teplik International, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
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
British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
96,495
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
96,495
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
96,495
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Teplik Management Company, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
165,420
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
165,420
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
165,420
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
14. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. Security and Issuer
This statement relates to the common stock (the "Common Stock") of Krug
International Corp. (the "Issuer"). The Issuer's principal executive office is
located at 900 Circle 75 Parkway, Suite 1300, Atlanta, Georgia 30339.
ITEM 2. Identity and Background
(a)-(c) The names of the persons filing this statement on Schedule 13D
(the "Reporting Persons") are:
- Dimitri Raitzin, an individual ("Raitzin").
- West Side Capital Partners, L.P., a Delaware limited partnership
("West Side") of which Raitzin Capital Company, L.L.C., a Delaware limited
liability company of which Raitzin is the managing member ("Capital"), is the
general partner.
- Teplik Management Company, L.L.C., a Delaware limited liability company
("Management Co.") of which Raitzin is the managing member. Management Co. acted
as investment advisor to International and The Seedling Fund, L.P., a Delaware
limited partnership ("Seedling"), in making the purchases of the Common Stock
beneficially owned by it. Management Co. expressly disclaims equitable ownership
of and pecuniary interest in any Common Stock.
- Teplik International, Ltd., a British Virgin Islands company
("International") of which Management Co. is the investment advisor.
Raitzin, West Side and Management Co.
The business address of Raitzin, West Side and Management Co. is 575
Lexington Avenue, 7th Floor, New York, New York 10022.
Raitzin's principal occupation is serving as managing member of Capital and
Management Co.
The principal business of West Side is to purchase, sell, trade and
invest in securities.
The principal business of Management Co. is the furnishing of investment
advisory services.
International
The business address of International is Craigmuir Chambers, P.O. Box
71, Road Town, Tortola, B.V.I. The principal business of International is to
purchase, sell, trade and invest in securities.
(d) and (e) During the last five years, none of the persons or entities
above has been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors); or (ii) 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.
(f) Raitzin is a citizen of the United States of America.
ITEM 3. Source and Amount of Funds or Other Consideration
The source and amount of funds used by West Side in making its
purchases of the shares of Common Stock beneficially owned by it are set forth
below:
SOURCE OF FUNDS AMOUNT OF FUNDS
Working Capital $236,027.17
The source and amount of funds used by Management Co. in making its
purchases of the shares of Common Stock beneficially owned by it on behalf of
International and Seedling are set forth below:
SOURCE OF FUNDS AMOUNT OF FUNDS
Working Capital $380,579.78
ITEM 4. Purpose of Transaction
Each of West Side and International acquired the Common Stock beneficially
owned by it in the ordinary course of its trade or business of purchasing,
selling, trading and investing in securities. Management Co. acted as investment
manager to International and Seedling in making the purchases of the Common
Stock beneficially owned by it. Management Co. expressly disclaims equitable
ownership of and pecuniary interest in any Common Stock.
Depending upon market conditions and other factors that it may deem
material, each of the Reporting Persons may purchase additional shares of Common
Stock or related securities or may dispose of all or a portion of the Common
Stock or related securities that it now beneficially owns or may hereafter
acquire.
Except as set forth herein, none of the Reporting Persons has any plans
or proposals which relate to or would result in any of the actions set forth in
subparagraphs (a) through (j) of Item 4.
ITEM 5. Interest in Securities of the Issuer
(a) Raitzin beneficially owns 275,700 shares of Common Stock, constituting
5.5% of all of the outstanding shares of Common Stock.
West Side beneficially owns 110,280 shares of Common Stock, constituting
2.2% of all of the outstanding shares of Common Stock.
International beneficially owns 96,495 shares of Common Stock, constituting
1.9% of all of the outstanding shares of Common Stock.
Management Co. beneficially owns 165,420 shares of Common Stock,
constituting 3.3% of all of the outstanding shares of Common Stock.
(b) Raitzin has shared power with West Side to vote or direct the vote
of, and to dispose or direct the disposition of, the shares of Common Stock
beneficially owned by West Side. Raitzin has shared power with Management Co.
and International to vote or direct the vote of, and to dispose or direct the
disposition of, the shares of Common Stock beneficially owned by International.
Raitzin has shared power with Management Co. to vote or direct the vote of, and
to dispose or direct the disposition of, the shares of Common Stock beneficially
owned by Management Co.
(c) On June 23, 1999, West Side purchased 14,920 shares of Common
Stock, International purchased 13,055 shares of Common Stock and Management Co.
purchased 9,325 shares of Common Stock. Each of these transactions were executed
on the American Stock Exchange for a price (excluding commissions) of $1.25 per
share.
Other than the transactions described above, no other
transactions with respect to the Common Stock were effected by the Reporting
Persons during the past sixty (60) days.
(d) Seedling has the right to receive dividends from and the proceeds
from the sale of 68,925 shares of Common Stock beneficially owned by Management
Co.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer
Not applicable.
ITEM 7. Material to be Filed as Exhibits
Exhibit A - Joint Filing Agreement
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned each certifies that the information with respect to it set forth
in this statement is true, complete and correct.
Dated: July 6, 1999
WEST SIDE CAPITAL PARTNERS, L.P.
By: Raitzin Capital Company, L.L.C.,
as general partner
By: /s/ Dimitri Raitzin
Dimitri Raitzin
Managing Member
TEPLIK INTERNATIONAL, LTD.
By: Teplik Management Company, L.L.C., as
investment manager
By: /s/ Dimitri Raitzin
Dimitri Raitzin
Managing Member
TEPLIK MANAGEMENT COMPANY, L.L.C.
By: /s/ Dimitri Raitzin
Dimitri Raitzin
Managing Member
/s/ Dimitri Raitzin
Dimitri Raitzin
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Common Stock of Krug International Corp. dated July 6, 1999, is,
and any further amendments thereto signed by each of the undersigned shall be,
filed on behalf of each of the undersigned pursuant to and in accordance with
the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934, as
amended.
Dated: July 6, 1999
WEST SIDE CAPITAL PARTNERS, L.P.
By: Raitzin Capital Company, L.L.C.,
as general partner
By: /s/ Dimitri Raitzin
Dimitri Raitzin
Managing Member
TEPLIK INTERNATIONAL, LTD.
By: Teplik Management Company, L.L.C., as
investment manager
By: /s/ Dimitri Raitzin
Dimitri Raitzin
Managing Member
TEPLIK MANAGEMENT COMPANY, L.L.C.
By: /s/ Dimitri Raitzin
Dimitri Raitzin
Managing Member
/s/ Dimitri Raitzin
Dimitri Raitzin
