-----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, C73iaypM6Qy5dj1AaalMe1bn2dpt5Mmt5/SJNNpunP3t+bkI+Qt7Ek8NXcuLTPEF r9k43qRH9D5Yhf7L2RfURw== 0000919574-97-000025.txt : 19970113 0000919574-97-000025.hdr.sgml : 19970113 ACCESSION NUMBER: 0000919574-97-000025 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970110 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIANA CORP CENTRAL INDEX KEY: 0000057201 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 362448698 STATE OF INCORPORATION: DE FISCAL YEAR END: 0403 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-07333 FILM NUMBER: 97503775 BUSINESS ADDRESS: STREET 1: 8200 W BROWN DEER ROAD CITY: MILWAUKEE STATE: WI ZIP: 53223-1706 BUSINESS PHONE: 4143550037 FORMER COMPANY: FORMER CONFORMED NAME: FH INDUSTRIES CORP DATE OF NAME CHANGE: 19850814 FORMER COMPANY: FORMER CONFORMED NAME: SCOT LAD FOODS INC DATE OF NAME CHANGE: 19841202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EVEREST CAPITAL LTD CENTRAL INDEX KEY: 0000922216 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: CORNER HOUSE 20 PARLIAMENT ST STREET 2: P O BOX HM 2458 CITY: HAMILTON STATE: D0 MAIL ADDRESS: STREET 1: SEWARD & KISSEL STREET 2: 1 BATTERY PARK PLAZA CITY: NEW YORK STATE: NY ZIP: 10004 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No.: * Name of Issuer: The Diana Corporation Title of Class of Securities: Common Stock CUSIP Number: 252790100 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications) Mr. Dimitrijevic, c/o Everest Capital Limited, Corner House, 20 Parliament St., Hamilton HM 12, Bermuda (Date of Event which Requires Filing of this Statement) September 4, 1996 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 line if a fee is being paid with this statement . (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of class. See Rule 13d-7). *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 the disclosures provided in a prior cover page. The information required in 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). CUSIP No. 252790100 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Everest Capital Limited 2. Check the Appropriate Box if a Member of a Group a. b. 3. SEC Use Only 4. Source of Funds AF 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Bermuda Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 153,002 8. Shared Voting Power: 9. Sole Dispositive Power: 153,002 10. Shared Dispositive Power: 11. Aggregate Amount Beneficially Owned by Each Reporting Person 153,002 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 2 13. Percent of Class Represented by Amount in Row (11) 3.04% 14. Type of Reporting Person CO The purpose of this Schedule 13D is to report Everest Capital Limited's (the "Reporting Person") ownership of the shares of Common Stock (the "Shares") in The Diana Corporation (the "Issuer"). Item 1. Security and Issuer The title of the class of equity securities to which this statement relates is: Common Stock in The Diana Corporation. The name and address of the principal executive and business office of the Issuer is: The Diana Corporation 8200 W. Brown Deer Road Milwaukee, WI 53223-1706 Item 2. Identity and Background (a) Everest Capital Limited (b) Corner House, 20 Parliament Street, Hamilton HM 12, Bermuda (c) The principal business of the Reporting Person is investment management for both Everest Capital Fund, L.P., a Delaware limited partnership for which the Reporting Person serves as General Partner and Everest Capital International Ltd., a corporation organized under the laws of the British Virgin Islands for which the Reporting Person Serves as Investment Manager. (d) During the last five years, neither the Reporting Person nor any person affiliated with the Reporting Person has been convicted in any criminal proceeding, excluding traffic violations or similar misdemeanors. (e) During the last five years, neither the Reporting Person nor any person affiliated with the Reporting Person has been a party to a civil proceeding of a 3 judicial or administrative body of competent jurisdiction as a result of which it or such person 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) The Reporting Person is a corporation organized under the laws of Bermuda. Item 3. Source and Amount of Funds or Other Consideration. As described in Item 2(a) above, the Reporting Person exercises investment discretion with respect to the capital of Everest Capital Fund, L.P. and Everest Capital International Ltd. In that capacity, the Reporting Person purchased the Shares, which are the subject of this Schedule 13D, on behalf of Everest Capital Fund, L.P. and Everest Capital International Ltd. The capital for purchase of the Shares came from Everest Capital Fund, L.P. and Everest Capital International Ltd. Item. 4 Purpose of Transactions. The Shares held by the above mentioned entities were acquired for, and are being held for, investment purposes. The acquisitions of the Shares described herein were made in the ordinary course of the Reporting Person's business or investment activities, as the case may be. The Reporting Person, on behalf of the above mentioned entities, reserves the right to purchase Shares in privately negotiated transactions or in any other lawful manner in the future. Item 5. Interest in Securities of Issuer. (a) Based on the Issuer's filing on Form 10-Q on October 18, 1996, as of August 15, 1996 there were 5,028,590 Shares outstanding. On September 4, 1996 the Reporting Person was deemed to be the beneficial owner of 255,000 Shares, which represented 5.07% of the Issuer's outstanding Shares. Currently the Reporting Person is deemed to be the beneficial owner of 153,002 Shares, which represents 3.04% of the Issuer's outstanding Shares. 4 (b) The Reporting Person has the sole power to vote and dispose of all the shares held by the above mentioned entities. (c) All transactions in the Shares effected by the Reporting Person during the sixty days prior to September 4, 1996 were effected in open-market transactions and are set forth in Exhibit A hereto. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from, the sale of the Shares. (e) The Reporting Person ceased to be the beneficial owner of greater than 5% of the outstanding Shares on December 9, 1996. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Except as described herein, there are no contracts, arrangements, understandings or relationships between the persons named in Item 2 hereof or between such persons and any other person with respect to any securities of the Issuer. Item 7. Material to be Filed as Exhibits. Exhibit A. Schedule of Transactions in the Shares made by the Reporting Person. 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. January 10, 1997 ____________________________ Date Everest Capital Limited By: /s/ Marko Dimitrejevic/President ________________________________ Name/Title 5 EXHIBIT A SCHEDULE OF TRANSACTIONS Price Per Share (Excluding Date Shares Acquired Commission) ____ _______________ ___________ 8/23/96 70,000 $31.06 8/26/96 20,000 29.38 8/27/96 45,000 29.54 8/28/96 40,000 31.88 8/29/96 50,000 31.34 9/4/96 30,000 33.50 9/5/96 40,000 34.53 9/16/96 25,000 43.81 9/18/96 15,000 40.00 9/19/96 35,000 40.13 9/23/96 10,000 39.13 9/30/96 45,000 43.21 10/3/96 22,000 40.06 12/17/96 127,494 28.50 12/19/96 84,252 28.00 12/23/96 8,000 26.13 12/31/96 100,000 27.00 6 Price Per Share (Excluding Dated Shares Sold Commission) _____ ___________ ___________ 8/23/96 70,000 31.06 8/26/96 20,000 29.38 8/27/96 45,000 29.54 8/28/96 40,000 31.88 8/29/96 50,000 31.34 9/4/96 30,000 33.50 9/5/96 40,000 34.53 9/16/96 25,000 43.81 9/18/96 15,000 40.00 9/19/96 35,000 40.13 9/23/96 10,000 39.13 9/30/96 45,000 43.21 10/3/96 22,000 40.06 12/17/96 127,494 28.50 12/19/96 89,252 27.94 12/20/96 30,000 27.33 12/31/96 100,000 27.00 7 00119001.CQ6 -----END PRIVACY-ENHANCED MESSAGE-----