-----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, J1KX1D7162LKNZ9xSGW7yYIjBpPYZoYqWzZhnLSm1ECkW8jZaRKz4R/X1/vAij2p OFiCsDDQTI0QzV6yJMid8A== 0001046926-97-000003.txt : 19971027 0001046926-97-000003.hdr.sgml : 19971027 ACCESSION NUMBER: 0001046926-97-000003 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971024 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VECTOR AEROMOTIVE CORP CENTRAL INDEX KEY: 0000830664 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 330254334 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-45565 FILM NUMBER: 97700517 BUSINESS ADDRESS: STREET 1: 975 MARTIN AVENUE CITY: GREEN COVE SPRINGS STATE: FL ZIP: 32043 BUSINESS PHONE: (904) 529-0092 MAIL ADDRESS: STREET 1: 975 MARTIN AVENUE CITY: GREEN COVE SPRINGS STATE: FL ZIP: 32043 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ENRIGHT T J CENTRAL INDEX KEY: 0001046926 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 975 MARTIN AVENUE CITY: GREEN COVE SPRINGS STATE: FL ZIP: 322043 BUSINESS PHONE: 9045290092 MAIL ADDRESS: STREET 1: 975 MARTIN AVENUE CITY: GREEN COVE SPRINGS STATE: FL ZIP: 32043 SC 13D 1 Securities and Exchange Commission Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 VECTOR AEROMOTIVE CORPORATION (Name of Issuer) COMMON STOCK, Par Value $.01 Per Share (Title of Class of Securities) 92239C301 (CUSIP Number) William L. Thompson, Jr., Esquire Thompson & Adams One Independent Drive, Suite 3131 Jacksonville, FL 32202 (904) 356-3131 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 25, 1997 (the final signature pages were not delivered and the transaction finalized until September 19, 1997) (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. [ ] Check the following box if a fee is being paid with this Statement. [ ] CUSIP No. 92239C301 (1) Names of reporting persons Sinclair Management Company Limited (2) Check the appropriate box if a member of a group (a) no (b) disclaimed (3) SEC use only (4) Source of funds OO (5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) No (6) Citizenship or place of organization The Bahamas Number of shares beneficially owned by each reporting person with: (7) Sole voting power 60,000,000 (option to purchase) (indirect beneficial ownership only; Sinclair Management Company Limited beneficially owns 6% of American Dream International Limited, which holds the option, and an employee of Sinclair Management Company Limited, T. J. Enright, is a director of American Dream International Limited and Vector Aeromotive Corporation) (8) Shared voting power 37,333,333 (indirect ownership only; Sinclair Management Company Limited beneficially owns 6% of American Dream International Limited, which shares the voting power, and the an employee of Sinclair Management Company Limited, T. J. Enright, is a director of American dream International Limited) (9) Sole dispositive power 60,000,000 (option to purchase)(indirect beneficial ownership only, see above) (10) Shared dispositive power 0 (11) Aggregate amount beneficially owned by each reporting person 97,333,333 (assumes issuance of 60,000,000 shares pursuant to option) (12) Check if the aggregate amount in Row (11) excludes certain shares [ ] (13) Percent of class represented by amount in Row (11) 86% (14) Type of reporting person CO CUSIP No. 92239C301 (1) Names of reporting persons T. J. Enright (2) Check the appropriate box if a member of a group (a) no (b) disclaimed (3) SEC use only (4) Source of funds OO (5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) No (6) Citizenship or place of organization United Kingdom Number of shares beneficially owned by each reporting person with: (7) Sole voting power 60,000,000 (option to purchase) (indirect beneficial ownership only; Sinclair Management Company Limited beneficially owns 6% of American Dream International Limited, which holds the option, and Mr. Enright, an employee of Sinclair Management Company Limited, is a director of American Dream International Limited and Vector Aeromotive Corporation and an officer of Vector Aeromotive Corporation) (8) Shared voting power 37,333,333 (indirect ownership only; Sinclair Management Company Limited beneficially owns 6% of American Dream International Limited, which shares the voting power, and Mr. Enright, an employee of Sinclair Management Company Limited, is a director of American Dream International Limited) (9) Sole dispositive power 60,000,000 (option to purchase)(indirect beneficial ownership, see above) (10) Shared dispositive power 0 (11) Aggregate amount beneficially owned by each reporting person 97,333,333 (assumes issuance of 60,000,000 shares pursuant to option) (12) Check if the aggregate amount in Row (11) excludes certain shares [ ] (13) Percent of class represented by amount in Row (11) 86% (14) Type of reporting person IN CUSIP No. 92239C301 (1) Names of reporting persons Christine M. Enright (2) Check the appropriate box if a member of a group (a) no (b) disclaimed (3) SEC use only (4) Source of funds OO (5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) No (6) Citizenship or place of organization United Kingdom Number of shares beneficially owned by each reporting person with: (7) Sole voting power 60,000,000 (option to purchase)(indirect beneficial ownership only; Sinclair Management Company Limited beneficially owns 6% of American Dream International Limited, which holds the option, and Ms. Enright beneficially owns Sinclair Management Company Limited) (8) Shared voting power 37,333,333 (indirect beneficial ownership only; Sinclair Management Company Limited beneficially owns 6% of American Dream International Limited, which shares the voting rights, and Ms. Enright beneficially owns Sinclair Management Company Limited) (9) Sole dispositive power 60,000,000 (option to purchase)(indirect beneficial ownership, see above) (10) Shared dispositive power 0 (11) Aggregate amount beneficially owned by each reporting person 97,333,333 (assumes issuance of 60,000,000 shares pursuant to option) (12) Check if the aggregate amount in Row (11) excludes certain shares [ ] (13) Percent of class represented by amount in Row (11) 86% (14) Type of reporting person IN Item 1. Security and Issuer. Common Stock, par value $.01 per share Vector Aeromotive Corporation 975 Martin Avenue, Green Cove Springs, Florida 32043 Item 2. Identity and Background. A. Sinclair Management Company Limited ("Sinclair") is organized under the laws of The Bahamas. The shares of Sinclair are held by Christine M. Enright. The principal business of Sinclair is to provide business consulting. The address of Sinclair's principle business and principle office is 1556 Lakeway Drive, Orange Park, Florida 32073. Sinclair, during the last five years, has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and has not 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 or finding any violation with respect to such laws. B. T. J. Enright's business address is 1556 Lakeway Drive, Orange Park, Florida 32073. Mr. Enright's principal occupation is business consultant. Mr. Enright is an employee of Sinclair. Mr. Enright is a citizen of the United Kingdom and a resident of Florida. Mr. Enright, during the last five years, has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and has not 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 or finding any violation with respect to such laws. C. Christine M. Enright's business and employment address, respectively, are 1556 Lakeway Drive, Orange Park, Florida 32073, and 3229 Highway 17 North, Green Cove Springs, Florida 32043. Ms. Enright's principal occupation is an executive assistant. Ms. Enright is the beneficial owner of Sinclair. Ms. Enright is a citizen of the United Kingdom and a resident of Florida. Ms. Enright, during the last five years, has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and has not 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 or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. The shared voting power was acquired in connection with the option to purchase 60,000,000 shares of the stock held by American Dream International Limited ("American Dream"). The filing parties believe that American Dream currently intends to exercise the option to purchase 60,000,000 shares with the proceeds from the sale by American Dream of its securities, either debt or equity, or a combination. The parties to the financing transactions are not yet determined. Sinclair International Limited ("Sinclair") acquired 6% American Dream in connection with the organization of American Dream. Item 4. Purpose of Transaction. The filing parties believe that the purpose of the purchase of securities by American Dream International Limited ("American Dream") pursuant to the option is to provide Vector Aeromotive Corporation ("Vector") working capital to recommence operations, including production and sale of its V12 car. In connection therewith, a majority of the Board of Directors of Vector were nominated by American Dream. The current directors of Vector nominated by American Dream are W.R. Welty, T.J. Enright and Lilly Beter. In addition, T.J. Enright has been elected Chief Operating Officer and Secretary of Vector, and Lilly Beter has been elected Treasurer of Vector. Finally, the transaction contemplates the issuance of 60,000,000 additional shares by Vector. The filing parties currently are not aware of additional material changes for Vector to finance future operations; however, it is anticipated that Vector will need to obtain additional financing, which may require, among other things, sale of common stock, extraordinary corporate transactions, changes in capitalization or changes in Vector's Articles of Incorporation or Bylaws. Item 5. Interest in Securities of the Issuer. None of Sinclair International Limited ("Sinclair"), T J. Enright or Christine M. Enright beneficially own any common stock of Vector Aeromotive Corporation ("Vector") except as described in this Schedule 13D. Sinclair, T J. Enright and Christine M. Enright are beneficial owners of Vector common stock only indirectly because American Dream International Limited ("American Dream") has the right to purchase 60,000,000 shares of Vector common stock and the right to direct 37,333,333 shares as to the vote in the election of directors of Vector. Sinclair beneficially 6% of American Dream and an employee of Sinclair is a director of American Dream and now Vector and an executive officer of Vector. The most recent filing by Vector indicates there are 53,609,387 shares of common stock currently outstanding. Of such number of outstanding shares, 37,333,333 represents 69.6%. Assuming the issuance of the 60,000,000, Vector would have 113,609,387 shares outstanding, with 60,000,000 representing 52.8%, 37,333,333 representing 32.8% and the combined 97,333,333 representing 85.7%. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. NONE. Item 7. Material to be Filed as Exhibits. The following are filed as exhibits: Joint Filing Agreement among Sinclair Management Company Limited, T.J. Enright and Christine M. Enright The filing of this statement shall not be construed as an admission that any filing party, for purposes of Sections 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this statement. 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. Date October 24, 1997 T.J. Enright Signature /s/ T. J. Enright Christine M. Enright Signature /s/ Christine M. Enright SINCLAIR MANAGEMENT COMPANY LIMITED Signature /s/ Christine M. Enright Name/Title Christine M. Enright, President JOINT FILING STATEMENT The undersigned, T. J. Enright, Christine M. Enright and Sinclair Management Company Limited, and each of them, do hereby agree and consent to the filing of a single statement on Schedule 13D and amendments thereto, in accordance with the provisions of Rule 13d-(f)(1) of the Securities Exchange Act of 1934, as amended. Date October 24, 1997 Signature /s/ T. J. Enright Signature /s/ Christine M. Enright SINCLAIR MANAGEMENT COMPANY LIMITED Signature /s/ Christine M. Enright Name/Title Christine M. Enright, President -----END PRIVACY-ENHANCED MESSAGE-----