Rahr Stewrt · SC 13D/A · Continental Investment Corp/GA · On 10/26/98

Filed On 10/26/98   ·   SEC File 5-33077   ·   Accession Number 897446-98-92

Amendment to General Statement of Beneficial Ownership   ·   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           4±    19K 
                          Ownership                                              
 2: EX-99       Miscellaneous Exhibit                                  7±    33K 
 3: EX-99       Miscellaneous Exhibit                                  2±    10K 

SC 13D/A   ·   Amendment to General Statement of Beneficial Ownership
Document Table of Contents

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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
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