-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MII/WGMd1Nhcxo6D2qAo2Z0OFgwAds7TLWjH2JCZC3Rj9rhso6IvJXW9rOVdeQ+n s0c2uttGIP/c3CqdKmMujw== 0000950117-98-000387.txt : 19980225 0000950117-98-000387.hdr.sgml : 19980225 ACCESSION NUMBER: 0000950117-98-000387 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980224 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRANSPACIFIC INTERNATIONAL GROUP CORP CENTRAL INDEX KEY: 0001007019 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 113860760 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-53643 FILM NUMBER: 98548218 BUSINESS ADDRESS: STREET 1: 347 FIFTH AVE STREET 2: STE 1507 CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2122136908 MAIL ADDRESS: STREET 1: 347 FIFTH AVE STREET 2: STE 1507 CITY: NEW YORK STATE: NY ZIP: 10016 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RACHELLE GORDON GRANTOR RETAINED ANNUITY TRUST CENTRAL INDEX KEY: 0001056455 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O COFFEE HOLDING CO INC STREET 2: 4401 FIRST AVENUE CITY: BROOKLYN STATE: NY ZIP: 11237 BUSINESS PHONE: 7188320800 MAIL ADDRESS: STREET 1: C/O COFFEE HOLDING CO INC STREET 2: 4401 FIRST AVENUE CITY: BROOKLYN STATE: NY ZIP: 11237 SC 13D 1 RACHELLE GORDON GRANTOR RETAINED ANNUITY TRUST, SC 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 ------------------------- TRANSPACIFIC INTERNATIONAL GROUP CORP. (Name of Issuer) 347 Fifth Avenue, Suite 1507 New York, New York 10016 (Address of principal executive offices) COMMON STOCK, PAR VALUE $.0001 (Title of Class of Securities) --------------- (CUSIP number) Copy to: RACHELLE GORDON GRANTOR RETAINED ANNUITY TRUST WALTER J. GUMERSELL, ESQ. C/O COFFEE HOLDING CO., INC. RIVKIN, RADLER & KREMER 4401 FIRST AVENUE EAB PLAZA BROOKLYN, NEW YORK 11232 UNIONDALE, NY 11556-0111 (718) 832-0800 (516) 357-3125 (Name, address and telephone number of Person Authorized to Receive Notices and Communications)
FEBRUARY 10, 1998 (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(b)(3) or (4), check the following box [ ] Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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. This 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). ================================================================================ - ------------------------------------------------------------------------------------------- 1. Name of Reporting Person RACHELLE GORDON GRANTOR RETAINED ANNUITY TRUST S.S. or I.R.S. Identification No. of Above NOT APPLICABLE Person - ------------------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a A. NOT APPLICABLE Group B. - ------------------------------------------------------------------------------------------- 3. SEC Use Only - ------------------------------------------------------------------------------------------- 4. Source of Funds OO (ACQUISITION MADE PURSUANT TO EXCHANGE OF SHARES IN A MERGER TRANSACTION) - ------------------------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal NOT APPLICABLE 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 7. Sole Voting Power 1,740,000 SHARES OF COMMON STOCK Each Reporting Person With ----------------------------------------------------------------- 8. Shared Voting Power NOT APPLICABLE ----------------------------------------------------------------- 9. Sole Dispositive Power 1,740,000 SHARES OF COMMON STOCK ----------------------------------------------------------------- 10. Shared Dispositive Power NOT APPLICABLE - ------------------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by 1,740,000 SHARES OF COMMON STOCK Each Reporting Person - ------------------------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in NOT APPLICABLE Row (11) Excludes Certain Shares [ ] - ------------------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in APPROXIMATELY 43.5% AS OF Row (11) FEBRUARY 11, 1998 - ------------------------------------------------------------------------------------------- 14. Type of Reporting Person OO (GRANTOR TRUST) ===========================================================================================
1 ITEM 1. SECURITY AND ISSUER. This statement relates to the common stock, par value $.0001 per share (the "Common Stock"), of Transpacific International Group Corp., a Nevada corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 347 Fifth Avenue, Suite 1507, New York, New York 10016. ITEM 2. IDENTITY AND BACKGROUND. This statement is filed with respect to the ownership of 1,740,000 shares of Common Stock, held of record by The Rachelle Gordon Grantor Retained Annuity Trust, of which Andrew Gordon and David Gordon are co-trustees. The following information is provided with respect to such Reporting Person: (a) Name: Rachelle Gordon Grantor Retained Annuity Trust (b) Residence Address: c/o Coffee Holding Co., Inc. 4401 First Avenue Brooklyn, New York 11232 (c) Not applicable. (d)-(e) During the last five years, neither the Reporting Person or its trustees has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has 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 of finding any violation with respect to such laws. (f) Formation: United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The Reporting Person acquired beneficial ownership of the securities that are the subject of this filing in exchange for common stock of Coffee Holding Co., Inc., a New York corporation ("Coffee"), which pursuant to a merger (the "Merger") consummated on February 11, 1998, became a wholly-owned subsidiary of the Issuer. Pursuant to the Merger, Coffee was merged with and into a wholly-owned subsidiary of the Issuer and each share of Coffee common stock issued and outstanding prior to the effective time of the Merger was converted into the right to receive shares of Common Stock of the Issuer. ITEM 4. PURPOSE OF TRANSACTION. The Reporting Person now owns of record 1,740,000 shares of Common Stock for personal investment and seeks to hold such securities for a sufficient period of time in order to realize a significant enhancement in their value. The Reporting Person may from time to time in the ordinary course sell such shares and/or purchase and/or sell additional shares of Common Stock for personal investment. The Reporting Person has no other present plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in 2 the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of Directors or to fill any existing vacancies of the Board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition or control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of February 11, 1998, the date of the Merger and acquisition of ownership, the Reporting Person was the record and beneficial owner of 1,740,000 shares of Common Stock, representing approximately 43.5% of the issued and outstanding shares of Common Stock of the Issuer on such date. Andrew Gordon and David Gordon, co-trustees under the trust, and the estates of which are beneficiaries thereunder, disclaim beneficial ownership of the 1,740,000 shares held of record by the Reporting Person. (b) The Reporting Person has sole voting power and dispositive power with respect to the 1,740,000 shares of which it is the record owner. Except as stated above, the Reporting Person does not beneficially own any of the shares of capital stock of the Issuer. (c) Not applicable. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER. Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Not applicable. 3 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. Dated: February 18, 1998 /s/ Andrew Gordon --------------------------- Andrew Gordon, as Trustee /s/ David Gordon --------------------------- David Gordon, as Trustee 4 -----END PRIVACY-ENHANCED MESSAGE-----