Amendment to General Statement of Beneficial Ownership · Schedule 13D
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SC 13D/A · Amendment to General Statement of Beneficial Ownership
Document Table of Contents
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
CONTINENTAL INVESTMENT CORPORATION
(Name of Issuer)
Common Stock, par value $0.50 per share
(Title of Class of Securities)
211515101
(CUSIP Number)
Stewart Rahr
152-35 10th Avenue
Whitestone, NY 11357
(718) 767-4767
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 19, 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: [ ]
Check the following box if a fee is being paid with the
statement: [ ]
CUSIP No. 211515101
1) Name of Reporting Person Stewart Rahr
S.S. or I.R.S. Identification No. 126 38 8123
of Above Person
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds PF
5) Check if Disclosure of Legal
Proceedings is Required Pursuant
to Items 2(d) or 3(c) [ ]
6) Citizenship or Place of Organization United States
7) Sole Voting Power 1,965,553 shares
8) Shared Voting Power
9) Sole Dispositive Power 1,965,553 shares
10) Shared Dispositive Power
11) Aggregate Amount Beneficially 1,965,553
Owned by Each Reporting Person
12) Check if Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
13) Percent of Class Represented by
Amount in Row (11) 15.61%
14) Type of Reporting Person IN
CUSIP No. 211515101
Item 4. Purpose of the Transaction
The Company's Common Stock was purchased by Stewart
Rahr for investment purposes. Subsequently, following the
substantial and precipitous decline in the market value of the
Company's Common Stock, Mr. Rahr entered into discussions with
members of management of the Company to determine the reasons for
such decline in market value and the nature of the financial and
other difficulties being experienced by the Company. Following
such discussions, on September 2, 1998, Mr. Rahr retained Western
Pacific Consulting Incorporated to provide the services of its
Executive Vice President, Gerald Guterman, to inquire further
into the difficulties at the Company. Mr. Rahr was informed by
Mr. Guterman that Mr. Guterman is an officer of a corporation
that is a holder of Company Common Stock.
On September 11, 1998, Mr. Guterman proposed to Richard
D. Sterritt, Sr. and R. Dale Sterritt, Jr. an agreement pursuant
to which Richard D. Sterritt, Sr. would return, or cause to be
returned, to the Company certain shares of Company Common Stock
previously issued to him and to certain entities; R. Dale
Sterritt, Jr. would cause certain real property to be transferred
to the Company; Richard D. Sterritt, Sr. would cause certain
notes and loans receivable to be cancelled or transferred; R.
Dale Sterritt, Jr. would resign as an officer and director of the
Company; the Company would exchange all shares of Wastemasters,
Inc. which it owns for shares of Company Common Stock owned by
Wastemasters, Inc., and cancel an option to exchange shares of
Company stock for shares of Wastemasters, Inc.; and Richard D.
Sterritt, Sr. and R. Dale Sterritt, Jr. would exchange general
releases with the Company and others, including Mr. Guterman and
Stewart Rahr.
On October 19, 1998 the members of the Board of
Directors of the Company, Messrs. Martin G. Blahitka, Robert D.
Luna and Jeffrey B. Morris (the "Independent Directors") borrowed
an aggregate $32,500 from Stewart Rahr. Messrs. Blahitka and
Luna have been directors of the Company since 1993 and Mr. Morris
has been a director of the Company since 1990. The proceeds of
the borrowing are being used by the Independent Directors to pay
the fees and expenses of counsel that have been incurred by the
Independent Directors in connection with certain legal
proceedings (the "Proceedings") that are pending against the
Independent Directors in connection with their acting as
directors of the Company. Stewart Rahr has agreed to lend the
Independent Directors up to an additional $17,500 for the same
purpose and on the same terms described herein. Pursuant to the
terms of the borrowing, the Independent Directors agreed to repay
the borrowing from any amounts payable to the Independent
Directors as indemnification from the Company in connection with
the Proceedings. The Independent Directors also agreed to use
their best efforts to cause the Company to assume the obligation
to repay the borrowing and to provide collateral security for
such borrowing by granting a security interest in the accounts
receivable of the Company and its wholly-owned subsidiaries. The
Independent Directors will not be personally responsible for the
repayment of the borrowing, provided the foregoing undertakings
of the Independent Directors are performed.
On October 9, 1998, Stewart Rahr commenced an action in
the United States District Court for the Eastern District of New
York against R. Dale Sterritt, Jr. seeking damages and other
relief for alleged violations by Mr. Sterritt of Federal
securities laws.
Stewart Rahr intends continually to review the
Company's business affairs, management, financial position, and
future prospects as well as conditions in the securities markets
and general economic and other conditions. Based on such
evaluation and review, Stewart Rahr will continue to consider and
explore various alternative courses of action with respect to his
interests in the Company as he may deem appropriate in light of
the circumstances existing from time to time. Such alternatives
include, among other things, litigation and other actions, the
purchase of additional shares of Company Common Stock or the sale
of all or a portion of the shares of Company Common Stock owned
by him, in the open market or in privately negotiated
transactions, to one or more purchasers.
Item 5. Material to be Filed as Exhibits
Conformed copy of letter agreement dated October 16,
1998 among Messrs. Blahitka, Luna, Morris and Stewart Rahr.
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.
October 23, 1998 /s/ Stewart Rahr
Stewart Rahr
Dates Referenced Herein and Documents Incorporated By Reference
| This SC 13D/A Filing | | Date | | Other Filings |
|---|
| |  |
| | 9/2/98 |
| | 9/11/98 |
| | 10/9/98 |
| | 10/16/98 |
| | 10/19/98 |
| | 10/23/98 |
| Filed On / Filed As Of | | 10/26/98 |
| |
| Top | | List All Filings |
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