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Kuwam Corp – ‘SC 13G’ on 2/19/98 re: Stratesec Inc

As of: Thursday, 2/19/98 · Accession #: 925328-98-16 · File #: 5-52513

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/19/98  Kuwam Corp                        SC 13G                 1:15K  Stratesec Inc                     Blank Rome LLP

Statement of Beneficial Ownership — Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G      Statement of Beneficial Ownership                     12     31K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Identification and Classification of Members of the Group. See Exhibit 1 for a description of the identity of each Reporting Person Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company. N/A If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: N/A Name of Issuer: STRATESEC Incorporated Notice of Dissolution of Group. N/A Ownership of Five Percent or Less of a Class. N/A Ownership of More Than Five Percent on Behalf of Another Person. N/A Ssih
1	1st Page - Filing Submission
6	Item 1. (a). Name of Issuer: STRATESEC Incorporated
"	Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: N/A
7	Item 5. Ownership of Five Percent or Less of a Class. N/A
8	Item 6. Ownership of More Than Five Percent on Behalf of Another Person. N/A
"	Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company. N/A
"	Item 8. Identification and Classification of Members of the Group. See Exhibit 1 for a description of the identity of each Reporting Person
"	Item 9. Notice of Dissolution of Group. N/A
9	Ssih

SC 13G 1st Page of 12 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

 Under the Securities Exchange Act of 1934
 (Amendment No. )*

STRATESEC Incorporated

(Name of Issuer)

 Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

 862972 10 8

(CUSIP Number)

Check the following  box 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 such 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).                                                                         

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CUSIP No. 862972 10 8                13G                         Page 2 of 10   
-----------                                                 

1.       NAME OF REPORTING PERSON                             
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KuwAm Corporation         

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    
                                   (a)  [  ]
                                   (b)  [  ]

3.       SEC USE ONLY                                         

4.       CITIZENSHIP OR PLACE OF ORGANIZATION                 
United States             

NUMBER OF                        5.      SOLE VOTING POWER                
SHARES                                                   0            
BENEFICIALLY                                                                
OWNED BY                        6.      SHARED VOTING POWER             
EACH                                                   1,814,127(1) 
REPORTING                                                                 
PERSON                         7.       SOLE DISPOSITIVE POWER        
WITH                                                    0           

                        8.      SHARED DISPOSITIVE POWER
                                                        1,814,127(1)

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH          
REPORTING PERSON                            
1,814,127(1)              

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)         
EXCLUDES CERTAIN SHARES*                    
N/A                       

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)    
29.7%                     

12.      TYPE OF REPORTING PERSON*                            
CO                        

*SEE INSTRUCTIONS BEFORE FILLING OUT

       (1) This amount  consists of 1,656,333  shares held by Special  Situation
Investment Holdings,  Ltd. ("SSIH") and 157,794 shares held by Special Situation
Investment  Holdings,  L.P. II ("SSIH II"). KuwAm  Corporation  ("KuwAm") is the
general  partner of SSIH and SSIH II. KuwAm  disclaims  beneficial  ownership of
such shares.                                                                    

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CUSIP No. 862972 10 8               13G                         Page 3 of 10    
-----------                                                 

1.       NAME OF REPORTING PERSON                             
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                 Special Situation Investment Holdings, Ltd.

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    
                                   (a)  [  ]
                                   (b)  [  ]

3.       SEC USE ONLY                                         

4.       CITIZENSHIP OR PLACE OF ORGANIZATION                 

NUMBER OF                        5.      SOLE VOTING POWER                
SHARES                                             1,656,333          
BENEFICIALLY                                                                
OWNED BY                        6.      SHARED VOTING POWER             
EACH                                                             0  
REPORTING                                                                 
PERSON                         7.       SOLE DISPOSITIVE POWER        
WITH                                                    1,656,333   

                        8.      SHARED DISPOSITIVE POWER
                                                               0

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH          
REPORTING PERSON                            
1,656,333                 

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)         
EXCLUDES CERTAIN SHARES*                    
N/A                       

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)    
27.1%                     

12.      TYPE OF REPORTING PERSON*                            
PN                        

*SEE INSTRUCTIONS BEFORE FILLING OUT

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CUSIP No. 862972 10 8                  13G                       Page 4 of 10   
-----------                                                 

1.       NAME OF REPORTING PERSON                             
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wirt D. Walker, III       

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    
                                   (a)  [  ]
                                   (b)  [  ]

3.       SEC USE ONLY                                         

4.       CITIZENSHIP OR PLACE OF ORGANIZATION                 
United States             

NUMBER OF                        5.      SOLE VOTING POWER                
SHARES                                           278,302              
BENEFICIALLY                                                                
OWNED BY                        6.      SHARED VOTING POWER             
EACH                                            1,892,520(2)        
REPORTING                                                                 
PERSON                         7.       SOLE DISPOSITIVE POWER        
WITH                                            278,302             

                        8.      SHARED DISPOSITIVE POWER
                                        1,892,520(2)

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH          
REPORTING PERSON                            
2,170,822(2)              

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)         
EXCLUDES CERTAIN SHARES*                    
N/A                       

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)    
35.5%                     

12.      TYPE OF REPORTING PERSON*                            
IN                        

*SEE INSTRUCTIONS BEFORE FILLING OUT

       (2) Includes  1,656,333  shares held by SSIH and  157,794  shares held by
SSIH II. Mr.  Walker is the  Managing  Director  of KuwAm,  which is the general
partner of SSIH and SSIH II.  Also  includes  65,060  shares held in a custodial
account for Mr. Walker's son and 5,000 shares held in trust, of which Mr. Walker
is trustee,  for the  benefit of his mother.  Mr.  Walker  disclaims  beneficial
ownership of such shares. Also includes options to purchase 8,333 shares held by
Mr. Walker.                                                                     

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CUSIP No. 862972 10 8                13G                        Page 5 of 10    
-----------                                                 

1.       NAME OF REPORTING PERSON                             
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mishal Y.S. Al Sabah      

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    
                                   (a)  [  ]
                                   (b)  [  ]

3.       SEC USE ONLY                                         

4.       CITIZENSHIP OR PLACE OF ORGANIZATION                 
Kuwait                    

NUMBER OF                        5.      SOLE VOTING POWER                
SHARES                                              0                 
BENEFICIALLY                                                                
OWNED BY                        6.      SHARED VOTING POWER             
EACH                                         2,192,227(3)           
REPORTING                                                                 
PERSON                         7.       SOLE DISPOSITIVE POWER        
WITH                                              0                 

                        8.      SHARED DISPOSITIVE POWER
                                            2,192,227(3)

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH          
REPORTING PERSON                            
2,192,227(3)              

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)         
EXCLUDES CERTAIN SHARES*                    
N/A                       

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)    
35.8%                     

12.      TYPE OF REPORTING PERSON*                            
IN                        

*SEE INSTRUCTIONS BEFORE FILLING OUT

      (3)  Consists of  1,656,333  shares held by SSIH,  157,794  shares held by
SSIH II,  366,707  shares  held by Fifth Floor  Company for General  Trading and
Contracting ("Fifth Floor"), and 3,060 shares held by Mr. Al Sabah's son. Mr. Al
Sabah is the  Chairman of KuwAm,  which is general  partner of SSIH and SSIH II,
and Chairman of Fifth Floor. Mr. Al Sabah disclaims beneficial ownership of such
shares. Also includes options to purchase 8,333 shares held by Mr.              
Al Sabah.                                                                       

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CUSIP No. 862972 10 8               13G                         Page 6 of 10    
-----------                                                 

This  Schedule  13G is filed on behalf of each of the  Reporting  Persons  named
herein  pursuant to Rule  13d-1(c)  and Rule  13d-1(f)(1)  under the  Securities
Exchange Act of 1934, as amended.                                               

Item 1.           (a)  Name of Issuer:                                          
STRATESEC Incorporated    

         (b)  Address of Issuer's Principal Executive Offices:
50 Tice Boulevard         
       Woodcliff Lake, New Jersey  07675

Item 2.           (a)  Names of Persons Filing:                                 
             1.  KuwAm Corporation
                     2.  Special Situation Investment Holdings, Ltd.
3.  Wirt D. Walker, III   
4.  Mishal Y.S. Al Sabah  

            (b)  Address of Principal Business Office of each of the
Reporting Persons:                
2600 Virginia Avenue, N.W.
Suite 900                 
Washington, D.C.  20037   

                  (c)               Citizenship   of  Each   of  the   Reporting
                                    Persons:  1.  KuwAm  Corporation  - Delaware
   corporation
                         2.  SSIH - District of Columbia limited partnership
             3.  Wirt D. Walker, III - United States
       4.  Mishal Y.S. Al Sabah - Kuwait

                  (d)      Title of Class of Securities: Common Stock, par value
$0.01 per share           

(e)   CUSIP Number:  862972 10 8            

Item 3.If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check
whether the person filing is a:  N/A                              

(a) [ ] Broker or Dealer  registered  under  Section 15 of the Act    
(b) [ ] Bank as defined in section  3(a)(6) of the Act                
(c) [ ]  Insurance  Company as defined in section  3(a)(19) of the Act
(d) [ ] Investment  Company  registered under section 8 of            
the Investment Company Act                          
    (e)  [ ] Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940                                
(f)  [ ] Employee Benefit Plan, Pension Fund which is subject to the  
              provisions of  the Employee Retirement Income Security Act of 1974
  or Endowment  Fund; see Section 240.13d-1(b)(1)(ii)(F)

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CUSIP No. 862972 10 8               13G                          Page 7 of 10   
-----------                                                 

(g) [ ] Parent  Holding  Company,  in accordance with Section       
240.13d-1(b)(1)(ii)(G)                              
(h) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)    

Item 4.           Ownership.                                                    
(a)  Amount Beneficially Owned:                                             
    1. KuwAm  Corporation - 1,814,127  shares 2.
SSIH -  1,656,333  shares  3. Wirt D.  Walker,  III -     
2,170,822  shares 4. Mishal Y.S. Al Sabah - 2,192,227     
shares                                                    

(b) Percent of Class:                                                       
    1. KuwAm Corporation - 29.7% 2. SSIH - 27.1%
3. Wirt D.  Walker,  III - 35.5% 4.  Mishal  Y.S.  Al     
Sabah - 35.8%                                             

(c)      Number of  shares as to which  such  person  has:  1.              
KuwAm Corporation                                         
(i)   sole power to vote or to direct the vote:  0        
   (ii)  shared power to vote or  to direct the vote:  1,814,127
     (iii) sole power to dispose or to direct the disposition of:  0
    (iv)  shared power to dispose or to direct the disposition of:
1,814,127                                     

2.  SSIH                                                  
(i)   sole power to vote or to direct the vote:  1,656,339
(ii)  shared power to vote or  to direct the vote:  0     
  (iii) sole power to dispose or to direct the disposition of:
1,656,333                                     
       (iv)  shared power to dispose or to direct the disposition of:  0

3. Wirt D. Walker III                                     
(i)   sole power to vote or to direct the vote:  286,635  
   (ii)  shared power to vote or  to direct the vote:  1,884,187
          (iii) sole power to dispose or to direct the disposition of: 286,635
    (iv)  shared power to dispose or to direct the disposition of:
1,884,187                     

4.  Mishal Y.S. Al Sabah                                  
(i)    sole power to vote or to direct the vote:  0       
    (ii)   shared power to vote or  to direct the vote:  2,192,227
      (iii)  sole power to dispose or to direct the disposition of:  0
     (iv)   shared power to dispose or to direct the disposition of:
2,192,227                   

Item 5.           Ownership of Five Percent or Less of a Class.                 
N/A                       

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CUSIP No. 862972 10 8               13G                            Page 8 of 10 
-----------                                                 

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.        
N/A                       

Item 7. Identification and Classification of the Subsidiary which Acquired the  
Security Being Reported on By the Parent Holding Company.       
N/A                       

Item 8.           Identification and Classification of Members of the Group.    
                           See Exhibit 1 for a  description  of the  identity of
each Reporting Person.

                           Each of the Reporting  Persons  disclaims  beneficial
                  ownership  of all  shares of Common  Stock  owned by any other
                  Reporting  Person and also disclaims that a "group" within the
                  meaning of Rule 13d-5(b) under the Securities  Exchange Act of
1934 has been or will be formed.            

Item 9.           Notice of Dissolution of Group.                               
N/A                       

Item 10.          Certification.                                                
                           By signing below we hereby  certify that, to the best
                  of our knowledge and belief, the securities  referred to above
                  were acquired in the ordinary  course of business and were not
                  acquired  for the  purpose  of and do not have the  effect  of
                  changing  or  influencing  the  control  of the issuer of such
                  securities  and were not acquired in  connection  with or as a
                 participant in any transaction having such purpose or effect.

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CUSIP No. 862972 10 8               13G                          Page 9 of 10   
-----------                                                 

 SIGNATURE

         After  reasonable  inquiry and to the best of our knowledge and belief,
we hereby  certify  that the  information  set forth in this  statement is true,
complete and correct.                                                           

Date:             February 19, 1998                                             

 KuwAm Corporation

                By:      /s/ WIRT D. WALKER, III
                     Wirt D. Walker, III
                   Managing Director

SSIH            
 KuwAm Corporation
 General Partner

            By:      /s/ WIRT D. WALKER, III
                 Wirt D. Walker, III
               Managing Director

                     /s/ WIRT D. WALKER, III
                 Wirt D. Walker, III

                         /s/ poa WIRT D. WALKER, III
                  Mishal Y.S. Al Sabah

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CUSIP No. 862972 10 8               13G                         Page 10 of 10   
-----------                                                 

 EXHIBIT 1

1. KuwAm  Corporation is a corporation  organized under the laws of Delaware and
is the general partner of SSIH and SSIH II.                                     

2.  Special  Situation  Investment  Holdings,  L.P.  is  a  limited  partnership
organized under the laws of the District of Columbia.                           

3. Wirt D. Walker, III is Managing Director of KuwAm and Chairman of the issuer.

4. Mishal Y.S. Al Sabah is Chairman of KuwAm and a director of the issuer.      

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CUSIP No. 862972 10 8               13G                          Page 11 of 10  
-----------                                                 

 EXHIBIT 2

         Pursuant to Rule 13d-1(f)(1)(iii)  under the Securities Exchange Act of
1934, as amended,  each of the undersigned  Reporting  Persons hereby agree that
the  Schedule  13G to which  this  agreement  is an  exhibit  is filed  with the
Securities  and  Exchange  Commission  on  behalf  of  each  of the  undersigned
Reporting Persons.                                                              

Date:             February 19, 1998                                             

       KuwAm Corporation

                      By:      /s/ WIRT D. WALKER, III
                           Wirt D. Walker, III
                         Managing Director

SSIH      
       KuwAm Corporation
     General Partner

                  By:      /s/ WIRT D. WALKER, III
                       Wirt D. Walker, III
                     Managing Director

                           /s/ WIRT D. WALKER, III
                       Wirt D. Walker, III

                        Mishal Y.S. Al Sabah

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 SCHEDULE 13 G POWER OF ATTORNEY

     The person whose  signature  appears below hereby  appoints Wirt D. Walker,
III  as  his/her   true  and  lawful   attorney-in-fact,   with  full  power  of
substitution,  to sign for  his/her,  or in  his/her  name,  any  Schedule  13G,
amendment  thereto,  or agreement  relating to the joint filing  thereof,  filed
under the Securities and Exchange Act of 1934 with U.S.  Securities and Exchange
Commission in respect of shares of Common Stock of STRATESEC Incorporated hereby
ratifying  and  confirming  his/her  signature  as it  may  be  signed  by  said
attorney-in-fact to such Schedule 13G, amendment, or agreement thereto.         

                Signature: /s/  Mishal Y.S. Al Sabah

      Name: Mishal Y.S. Al Sabah

Date:                 2/12/98

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Dates Referenced Herein

		Referenced-On Page
This ‘SC 13G’ Filing	Date	First	Last	Other Filings

Filed on:	2/19/98	9	11	None on these Dates
				List all Filings

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Kuwam Corp – ‘SC 13G’ on 2/19/98 re: Stratesec Inc

As of: Thursday, 2/19/98 · Accession #: 925328-98-16 · File #: 5-52513

Statement of Beneficial Ownership — Schedule 13GFiling Table of Contents

Document Table of Contents

Dates Referenced Herein

Statement of Beneficial Ownership — Schedule 13G
Filing Table of Contents