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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
GLAS-AIRE INDUSTRIES GROUP LTD.
-----------------------------------
(Name of Issuer)
Common Stock $0.01 Par Value
--------------------------------
(Title of Class of Securities)
758847107
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(CUSIP Number)
James F. Koehler
7th Floor, Buckley Building
1501 Euclid Avenue
Cleveland, Ohio 44115 (216) 241-5310
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
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(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ].
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SCHEDULE 13D
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CUSIP No. 758847107 Page 2 of 6 Pages
----------------- ------- ------
- ---------------------------- ----------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S INDENTIFICATION NO. OF ABOVE PERSON
Regency Affiliates, Inc. 72-0888772
(Speed.com, Inc., its wholly owned subsidiary)
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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 SOURCE OF FUNDS*
00
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5 CHECK BOX 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
Delaware
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7 SOLE VOTING POWER
NUMBER OF 932,515
SHARES -------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
932,515
REPORTING
-------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
932,515
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.3
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14 TYPE OF REPORTING PERSON*
CO
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*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.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
This Amendment No. 2 to Schedule 13D statement (the "Schedule") is
filed on behalf of Regency Affiliates, Inc. ("Regency") and its wholly-owned
subsidiary, Speed.com, Inc. ("Speed.com") as the reporting persons hereunder,
and amends the Schedule 13D/A filed by the reporting persons on August 11, 1999,
which reported on events of August 2 and 4, 1999.
ITEM 1. SECURITY AND ISSUER.
This Schedule relates to the voting common stock, $0.01 par value, of
Glas-Aire Industries Group Ltd. ("Glas-Aire"). Glas-Aire maintains its principal
executive offices at 3137 Grandview Highway, Vancouver, BC V5M 2E9.
ITEM 2. IDENTITY AND BACKGROUND.
The principal business and principal offices of both Speed.com and
Regency are located at 729 South Federal Highway, Suite 307, Stuart, Florida
34994 (telephone: 561-220-7662).
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On September 24, 1999, Regency consummated a common stock exchange with
Dr. Edward Gatz and Ms. Helen Gatz in a private transaction pursuant to which
Regency exchanged 1,188,000 shares of its $0.40 p.v. common stock for 288,000
shares of Glas-Aire's $0.01 p.v. common stock. The consideration exchanged for
the Glas-Aire common stock was newly issued common stock of Regency.
ITEM 4. PURPOSE OF TRANSACTION.
The transaction described herein was undertaken for the purpose of
acquiring control of GlasAire.
Pursuant to the instructions for items (a) through (j) of Item 4,
Regency and Speed.com have plans as follows:
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(a) As set forth in Item 3 of this Schedule, Regency has
acquired 932,515 shares of Glas-Aire's $.01 p.v. common stock. Regency
and Speed.com are considering the acquisition of additional securities
of Glas-Aire, the issuer, but have no present plans or proposals to do
so.
(b) Regency and Speed.com are considering, but have no present
plans or proposals to merge Speed.com with or into Glas-Aire, or effect
a liquidation or reorganization of Glas-Aire or any of its
subsidiaries. Regency and Speed.com are considering, but have no
present plans or proposals to cause Glas-Aire to enter into
extraordinary corporate transactions such as mergers in order to effect
the acquisition of operating companies of Glas-Aire.
(c) Regency and Speed.com may consider, but have no present
plans or proposals to cause a sale or transfer of a material amount of
assets of Glas-Aire or any of its subsidiaries.
(d) Speed.com plans to exercise its voting rights to control
and elect a majority of the members of Glas-Aire's Board of Directors.
On April 16, 1999, Speed.com designated two (2) persons to fill
vacancies on the seven (7) member Board of Directors of Glas-Aire.
Speed.com appointed William R. Ponsoldt, Sr. and Marc Baldinger to fill
the vacancies until their successors are duly elected and qualified.
Speed.com plans and intends on naming three (3) additional directors to
fill vacancies on the seven (7) member Board of Directors of Glas-Aire.
On April 16, 1999, Speed.com designated Craig R. Grossman and Todd
Garrett to fill two of the remaining three vacancies, subject to the
provisions of Section 14(f) of the Securities Exchange Act of 1934 and
Rule 14f-1 thereunder.
(e) Regency and Speed.com may consider, but have no present
plans or proposals to cause a material change in the capitalization of
Glas-Aire. Regency and Speed.com intend to alter the dividend policy of
Glas-Aire by exerting their influence against the declaration and
payment of dividends.
(f) Regency and Speed.com may consider, but have no present
plans or proposals to make any other material change to the business or
corporate structure of Glas-Aire.
(g) Regency and Speed.com may consider, but have no present
plans or proposals to change Glas-Aire's charter, bylaws or instruments
corresponding thereto or to take other actions that impede the
acquisition of control of Glas-Aire by any person.
(h) Regency and Speed.com may consider, but have no present
plans or proposals for causing the common stock of Glas-Aire to be
delisted from NASDAQ.
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(i) Regency and Speed.com may consider, but have no present
plans or proposals relating to a class of securities of Glas-Aire
becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934.
(j) Except as set forth above, neither Speed.com nor any
Instruction C Person has any present plans or proposals to take any
action similar to any of those enumerated in (a) through (i) above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the close of business on September 24, 1999, Regency
and Speed.com beneficially owned 932,515 shares (or approximately 51.3%
of the outstanding shares) of Glas-Aire's $0.01 par value common stock
as follows:
Holder Number of Shares
------------------------------------------------------------
Regency Affiliates, Inc. 415,600
Speed.com, Inc. 516,915
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Total 932,515
(b) No Instruction C Person owns any common or preferred
shares of Glas-Aire. Regency and Speed.com have sole power to vote or
to direct the voting of, and the sole power to dispose or to direct the
disposition of, the 932,515 common shares of Glas-Aire held by them.
(c) As of September 24, 1999, and within the sixty day period
prior thereto, to the best knowledge and belief of the undersigned, no
transactions involving Glas-Aire equity securities had been engaged in
by Regency or Speed.com, by their directors, officers, controlling
persons, affiliates or subsidiaries, or by any associates of said
parties, nor do any of said parties have any right to acquire such
securities, except as reported herein.
(d) Except as otherwise provided in Item 6 of this Schedule,
to the best knowledge and belief of the undersigned, no person other
than Speed.com and Regency has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
such securities.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
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No contracts, arrangements, understandings or relationships among the
persons named in Item 2 exist with respect to securities of the issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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.
Regency Affiliates, Inc.
September 30, 1999 /s/ William R. Ponsoldt, Sr.
- -------------------------- -------------------------------------
Date Signature
Speed.com, Inc.
September 30, 1999 /s/ William R. Ponsoldt, Sr.
- -------------------------- -------------------------------------
Date Signature
331411v1
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