-----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, H08ZKyfNHf3ojdD0VwMQjYXrAkpm4xbPaAtegy+d1nxf+5Sx37K4qCRlZpsq950h OBRLboNvqD2/trmd2qOpoQ== 0001013762-01-500049.txt : 20010716 0001013762-01-500049.hdr.sgml : 20010716 ACCESSION NUMBER: 0001013762-01-500049 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010713 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHESHIRE DISTRIBUTORS INC CENTRAL INDEX KEY: 0000946283 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 841209978 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-61773 FILM NUMBER: 1680951 BUSINESS ADDRESS: STREET 1: 135 WEST 50TH STREET STREET 2: SUITE 1700 CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 9156821761 MAIL ADDRESS: STREET 1: 211 WEST WALL CITY: MIDLAND STATE: TX ZIP: 79701 FORMER COMPANY: FORMER CONFORMED NAME: PACIFIC DEVELOPMENT CORP DATE OF NAME CHANGE: 19960325 FORMER COMPANY: FORMER CONFORMED NAME: TAMARON OIL & GAS INC /CO/ DATE OF NAME CHANGE: 19950606 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KESHET FUND LP CENTRAL INDEX KEY: 0001144894 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 135 W 150 STREET STREET 2: SUITE 1700 CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2125415800 MAIL ADDRESS: STREET 1: 135 W 150TH STREET STREET 2: SUITE 1700 CITY: NEW YORK STATE: NY ZIP: 10020 SC 13D 1 thirteend.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. __)1 CHESHIRE DISTRIBUTORS, INC. (Name of Issuer) COMMON STOCK, $.001 (Title of Class of Securities) 165398 10 8 (CUSIP Number) Daniel M. Laifer, 135 West 50th Street, 20th Floor, New York, New York 10020; (212) 541-5800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 3, 2001 (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. (Continued on following pages) (Page 1 of 7 Pages) CUSIP No. 165398 10 8 13D Page 2 of 7 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS The Keshet Fund, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York limited partnership 7 SOLE VOTING POWER NUMBER OF SHARES 5,633,452 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 5,633,452 PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,633,452 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.1% 14 TYPE OF REPORTING PERSON* PN CUSIP No. 165398 10 8 13D Page 3 of 7 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Keshet, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Isle of Man limited partnership 7 SOLE VOTING POWER NUMBER OF SHARES 8,793,681 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 8,793,681 PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,793,681 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.2% 14 TYPE OF REPORTING PERSON* PN CUSIP No. 165398 10 8 13D Page 4 of 7 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Nesher Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Isle of Man corporation 7 SOLE VOTING POWER NUMBER OF SHARES 4,809,045 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 4,809,045 PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,809,045 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.8% 14 TYPE OF REPORTING PERSON* CO Item 1. Security and Issuer. This statement relates to the Common Stock, par value $.001 per share (the "Common Stock"), of Cheshire Distributors, Inc., a Delaware Corporation (the "Issuer"). The Issuer's principal executive offices are located at 135 West 50th Street, Suite 1700, New York, New York 10020. Item 2. Identity and Background. Pursuant to Rule 13d-1(k)(1) of Regulation 13D-G of the Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby file this Schedule 13D Statement on behalf of The Keshet Fund, L.P. ("Keshet Fund"), a New York limited partnership, Keshet, L.P. ("Keshet"), an Isle of Man limited partnership and Nesher Ltd. ("Nesher"), an Isle of Man corporation (collectively, the "Reporting Persons"). The Keshet Fund, L.P. (a) Name: The Keshet Fund, L.P. (b) Address of Principal Place of Business and Office: 135 West 50th Street, Suite 1700, New York, NY 10020 (c) Principal Business: Investments (d) Criminal Proceedings: None (e) Civil Proceedings: None (f) Citizenship: New York corporation Keshet, L.P. (a) Name: Keshet, L.P. (b) Address of Principal Place of Business and Office: c/o Ragnall House, 18 Peel Road, Douglas, Isle of Man, 1M1 (c) Principal Business: Investments (d) Criminal Proceedings: None (e) Civil Proceedings: None (f) Citizenship: Isle of Man limited partnership Nesher Ltd. (a) Name: Nesher Ltd. (b) Address of Principal Place of Business and Office: c/o Ragnall House, 18 Peel Road, Douglas, Isle of Man, 1M1 (c) Principal Business: Investments (d) Criminal Proceedings: None (e) Civil Proceedings: None (f) Citizenship: Isle of Man corporation Item 3. Source and Amount of Funds or Other Consideration. On May 17, 2000, Keshet Fund, Keshet and Nesher purchased an aggregate principal amount of $700,000 in convertible notes of the Company. In connection with a Modification and Release Agreement dated May 7, 2001 between the Company and its noteholders, Keshet Fund, Keshet and Nesher was to receive the shares of common stock of the Company they currently own. Item 4. Purpose of Transaction. The Reporting Persons purchased the convertible notes and received the Common Stock reported herein in the ordinary course of their investment activities. The Reporting Persons do not have any 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 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 on 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, by-laws 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 security of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. As of July 3, 2001, the aggregate number and percentage of the Common Stock of the Issuer beneficially owned by Keshet Fund is 5,633,452 shares, or 16.1%. Keshet Fund has the sole power to vote or dispose of all of their respective shares. Except as described in Item 3 above, Keshet Fund has not effectuated any transactions involving the securities in the last 60 days. As of July 3, 2001, the aggregate number and percentage of the Common Stock of the Issuer beneficially owned by Keshet is 8,793,681 shares, or 25.2%. Keshet has the sole power to vote or dispose of all of their respective shares. Except as described in Item 3 above, Keshet has not effectuated any transactions involving the securities in the last 60 days. As of July 3, 2001, the aggregate number and percentage of the Common Stock of the Issuer beneficially owned by Nesher is 4,809,045 shares, or 13.8%. Nesher has the sole power to vote or dispose of all of their respective shares. Except as described in Item 3 above, Nesher has not effectuated any transactions involving the securities in the last 60 days. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Except as described in Item 3 above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to any securities of the Issuer. Item 7. Material to be Filed as Exhibits.
Exhibit No. Description of Exhibit 1 Consent to Joint Filing of Schedule 13D pursuant to Rule 13d-1(k) of the Act.
SIGNATURES 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 accurate. July 13, 2001 The Keshet Fund, L.P. By: /s/ John Clarke Name: John Clarke Title: Director Keshet, L.P. By: /s/ John Clarke Name: John Clarke Title: Director Nesher Ltd. By: /s/ John Clarke Name: John Clarke Title: Director Exhibit 1 Pursuant to Rule 13d-1(k)(1)(iii) of Regulation D of the Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13D is, and any future amendments thereto may be, filed on behalf of each of us. Dated: July 13, 2001 The Keshet Fund, L.P. By: /s/ John Clarke Name: John Clarke Title: Director Keshet, L.P. By: /s/ John Clarke Name: John Clarke Title: Director Nesher Ltd. By: /s/ John Clarke Name: John Clarke Title: Director - -------- 1The 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 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). -----END PRIVACY-ENHANCED MESSAGE-----