-----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, TxM5Ds+NZN9K2gQ3PyLTIjRlDp2BuZdP0e9YRixmr2Fczzs2NrA8X7NSIBVProWQ LOUxLHN8bpmdvkgHtzzvIw== 0001013594-99-000173.txt : 19990707 0001013594-99-000173.hdr.sgml : 19990707 ACCESSION NUMBER: 0001013594-99-000173 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990706 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KRUG INTERNATIONAL CORP CENTRAL INDEX KEY: 0000096793 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 310621189 STATE OF INCORPORATION: OH FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-03600 FILM NUMBER: 99659532 BUSINESS ADDRESS: STREET 1: 1290 HERCULES DR STREET 2: STE 120 CITY: HOUSTON STATE: TX ZIP: 77058 BUSINESS PHONE: 5132249066 MAIL ADDRESS: STREET 1: 1290 HERCULES DR STREET 2: STE 120 CITY: HOUSTON STATE: TX ZIP: 77058 FORMER COMPANY: FORMER CONFORMED NAME: TECHNOLOGY INC DATE OF NAME CHANGE: 19860803 FORMER COMPANY: FORMER CONFORMED NAME: COMANCO INDUSTRIES INC DATE OF NAME CHANGE: 19710719 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TEPLIK MANAGEMENT CO LLC CENTRAL INDEX KEY: 0001089937 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 575 LEXINGTON AVENUE STREET 2: 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123504331 MAIL ADDRESS: STREET 1: 575 LEXINGTON AVENUE STREET 2: 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 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). 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! 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! 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! 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! 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 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 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 -----END PRIVACY-ENHANCED MESSAGE-----