Galesi Francesco · SC 13D/A · Amnex Inc · On 1/19/99

Filed On 1/19/99   ·   SEC File 5-39940   ·   Accession Number 1021771-99-4

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

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Francesco Galesi Schedule 13d/A No. 3                  9     35K 

Document Table of Contents

SC 13D/A
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UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13D
(Rule 13d-101)

Under the Securities Exchange Act of 1934 
(Amendment No. 3)*

AMNEX, Inc. 
(Name of Issuer)

Common Stock, $.001 Par Value 
(Title of Class of Securities)

031674 203
(CUSIP Number)

Mr. Steven Porter 
Rotterdam Ventures, Inc.
695 Rotterdam Industrial Park 
Schenectady, New York 12306-1989
(518) 356-4445
(Name, Address and Telephone Number of Person 
Authorized to Receive Notices and Communications) 

August 4, 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 [ ]                                                               

*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
disclosures provided in a prior cover page.                                     

The information required on 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).                                                                         

K:\WPDOC\CORP\AMNEX\SECFILE\Gales13a3f.d98                                      

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SCHEDULE 13D

CUSIP No.  031674 203                                Page  2 of 9 Pages         
----------                                                

1    NAMES OF REPORTING PERSONS                                                 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)           

Francesco Galesi                                                      
Francesco Galesi 1998 Grantor Retained Annuity Trust                  
     David  Buicko,  as trustee of the  Francesco  Galesi 1998 Grantor  Retained
Annuity                                                               

Trust                     

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

3    SEC USE ONLY                                                               

4    SOURCE OF FUNDS* PF, AF                                                    

5    CHECK BOX IF DISCLOSURE OF LEGAL  PROCEEDINGS IS REQUIRED  PURSUANT TO ITEM
2(d) or 2(e)                                                          

6    CITIZENSHIP OR PLACE OF ORGANIZATION                                       

Francesco Galesi - Citizenship: United States                         
     Francesco Galesi 1998 Grantor  Retained  Annuity Trust - Organization:  New
York                                                                  
David Buicko - Citizenship: United States                             

NUMBER OF SHARES       7  SOLE VOTING POWER                                   
  Francesco Galesi - 7,218,885

BENEFICIALLY OWNED BY  8  SHARED VOTING POWER                                 
  Francesco Galesi - 5,717,326
                          Francesco Galesi 1998 Grantor Retained Annuity Trust
- 5,717,326         
                           David Buicko, as trustee of the Francesco Galesi 1998
                      Grantor Retained Annuity Trust - 5,717,326
EACH REPORTING         9  SOLE DISPOSITIVE POWER                              
  Francesco Galesi - 7,218,885

PERSON  WITH          10  SHARED DISPOSITIVE POWER                            
  Francesco Galesi - 5,717,326
                          Francesco Galesi 1998 Grantor Retained Annuity Trust
- 5,717,326         
                           David Buicko, as trustee of the Francesco Galesi 1998
                      Grantor Retained Annuity Trust - 5,717,326

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11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

Francesco Galesi - 12,936,211                                         
Francesco Galesi 1998 Grantor Retained Annuity Trust - 5,717,326      
     David  Buicko,  as trustee of the  Francesco  Galesi 1998 Grantor  Retained
Annuity Trust - 5,717,326                                             

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

Francesco Galesi - 27.1%                                              
Francesco Galesi 1998 Grantor Retained Annuity Trust - 12.5%          
     David  Buicko,  as trustee of the  Francesco  Galesi 1998 Grantor  Retained
Annuity Trust - 12.5%                                                 

14   TYPE OF REPORTING PERSON* IN, OO                                           

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Item 1.  Security and Issuer                                                    

     The Reporting  Persons are making this  statement in reference to shares of
common stock, par value $.001 per share (the "Common Stock"),  of AMNEX, Inc., a
New York  corporation (the  "Company").  The address of the Company's  principal
executive offices is 145 Huguenot Street, New Rochelle, New York 10801.         

Item 2.  Identity and Background                                                

    The Reporting Persons are making this statement pursuant to Rule 13d-1(a).

(a)  Name: Francesco Galesi                                           

          Francesco  Galesi 1998 Grantor  Retained  Annuity  Trust (the "Grantor
Trust")                                                     

David Buicko, as trustee of the Grantor Trust               

(b)  Residence or business address:                                   

Francesco Galesi:         
River House               
435 East 52d Street       
New York, NY  10021       

Grantor Trust:            
c/o David Buicko          
Rotterdam Ventures, Inc.  
   695 Rotterdam Industrial Park
      Schenectady, New York 12306-1989

                    David Buicko, as trustee of the Grantor Trust:
Rotterdam Ventures, Inc.  
   695 Rotterdam Industrial Park
      Schenectady, New York 12306-1989

     (c) Mr. Galesi is employed as Chairman and President of Rotterdam Ventures,
Inc. ("Rotterdam"). Mr. Buicko is employed as Executive Vice President and Chief
Operating Officer of Rotterdam, located at:                                     

Rotterdam Ventures, Inc.  
   695 Rotterdam Industrial Park
      Schenectady, New York 12306-1989

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     (d)  None  of the  Reporting  Persons  has  been  convicted  in a  criminal
proceeding in the last five years.                                              

     (e) None of the Reporting Persons has been a party to a civil proceeding of
a judicial or administrative body during the last five years.                   

     (f)  Messrs.  Galesi and  Buicko are  citizens  of the United  States.  The
Grantor Trust was organized under the laws of the state of New York.            

Item 3.  Source and Amount of Funds or Other Consideration.                     

     On May 12, 1998,  Rotterdam,  a  corporation  wholly-owned  by Mr.  Galesi,
loaned  $750,000  to the  Company.  Rotterdam  borrowed  such  amount  from  its
investment  margin  account for such purpose.  On July 2, 1998,  Mr. Galesi paid
$750,000 to  Rotterdam,  and the  $750,000  note of the Company  evidencing  the
obligation (the "May Note") was assigned by Rotterdam to Mr. Galesi.            

     On July 2, 1998,  Mr. Galesi made a loan of $750,000 to the Company and was
issued a note in the principal amount of $1,500,000 (the "July Note") evidencing
the  Company's  obligation  to repay the $750,000  loan as well as the principal
amount  due under the May Note  (which  was  canceled).  Mr.  Galesi  utilized a
personal line of credit to obtain the funds to make the loan.                   

     On August 4, 1998,  the principal  amount of, and accrued  interest on, the
July Note became  convertible  into  shares of Common  Stock of the Company at a
conversion price of $1.25 per share.                                            

     On August 14, 1998, Mr. Galesi acquired 1,211,400 shares of Common Stock of
the Company upon the conversion of the principal amount of, and accrued interest
on, the July Note.                                                              

     Also on August 4, 1998,  Rotterdam loaned $500,000 to the Company,  and was
issued a note in the principal amount of $500,000 (the "August Note") evidencing
the Company's  obligation to repay the $500,000  loan.  Rotterdam  borrowed such
amount from its investment margin account for such purpose.                     

     On October 2, 1998,  Rotterdam  made an additional  loan of $400,000 to the
Company and was issued a note in the principal  amount of $900,000 (the "October
Note") evidencing the Company's  obligation to repay the $400,000 as well as the
principal amount due under the August Note (which was canceled).  Rotterdam used
working capital to fund the loan.                                               

     On November 16, 1998, the principal amount of, and accrued interest on, the
October Note became  convertible into shares of Common Stock of the Company at a

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conversion  price of $0.656 per share (the principal  amount of the October Note
being convertible into 1,371,951 shares of Common Stock of the Company.).       

     The  following is a summary of purchases of Common Stock made by Mr. Galesi
since August 14, 1998:                                                          

                                       Number of Shares of   Approximate
Date of Purchase       Type of Purchase    Common Stock          Price Per Share

August 14, 1998        Open Market            100,000               $0.86       
September 2, 1998      Open Market             50,000               $0.80       
September 14, 1998     Open Market             20,000               $0.70       
September 21, 1998     Open Market            295,000               $0.49       
October 27, 1998       Open Market            100,000               $0.53       

     Mr.  Galesi used sums from his  personal  line of credit to fund these open
market purchases of Common Stock.                                               

Item 4.  Purpose of Transaction.                                                

     Mr.  Galesi  acquired  the shares of Common  Stock of the Company  reported
herein to increase his equity position in the Company.                          

     Subject to and depending upon  availability  at prices deemed  favorable by
him, he may purchase  additional shares of Common Stock from time to time in the
open  market,  in  privately  negotiated  transactions  with third  parties,  or
otherwise.                                                                      

     Mr. Galesi intends to closely monitor developments at and pertaining to the
Company.  Mr.  Galesi  is  currently  a  director  of the  Company  (one  of six
directors)  and,  accordingly,  is in a position,  consistent with his statutory
obligations and authorities as a director, to influence Company policies.       

     Depending  upon  prevailing  conditions  and his  evaluation of the factors
described  above,  Mr.  Galesi also may determine to dispose of shares of Common
Stock held by him in the open market, in privately negotiated  transactions with
third parties, or otherwise.                                                    

     Except as set forth above,  Mr.  Galesi has no present  plans or intentions
which  would  result  in or  relate  to  any of the  transactions  described  in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.                        

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Item 5.  Interest in Securities of the Issuer.                                  

     (a) Mr. Galesi holds 12,936,211 shares of Common Stock (including 2,250,000
shares of Common Stock  issuable  upon the  exercise of warrants  and  1,371,951
shares of  Common  Stock  issuable  upon the  conversion  of the  October  Note,
exclusive of shares issuable upon the conversion of accrued  interest  thereon),
which  represent  27.1% of the total  shares of Common Stock  outstanding  as of
September  30,  1998.  The  Grantor  Trust and David  Buicko,  as trustee of the
Grantor Trust, hold 5,717,326 shares of Common Stock (including 1,500,000 shares
of Common Stock issuable upon the exercise of warrants),  which  represent 12.5%
of the total shares of Common Stock outstanding as of September 30, 1998.       

     The percentage for Mr. Galesi was calculated  using as the  denominator the
sum of (i) the  2,250,000  shares of Common Stock  issuable upon exercise of the
warrants, (ii) the 1,371,951 shares of Common Stock issuable upon the conversion
of the principal amount of the October Note and (iii) the 44,128,124 outstanding
shares of Common Stock as of September 30, 1998, based upon the Quarterly Report
on Form 10-Q filed by the Company for the period ended September 30, 1998.      

     The  percentages  for the Grantor Trust and Mr.  Buicko,  as trustee of the
Grantor  Trust,  were  calculated  using as the  denominator  the sum of (i) the
1,500,000 shares of Common Stock issuable upon exercise of the warrants and (ii)
the  44,128,124  outstanding  shares of Common Stock as of  September  30, 1998,
based upon the Quarterly Report on Form 10-Q filed by the Company for the period
ended September 30, 1998.                                                       

     (b) On February 5, 1998, Mr. Galesi contributed  4,217,326 shares of Common
Stock and a warrant for the purchase of 1,500,000  shares of Common Stock to the
Grantor  Trust.  Mr. Galesi does not have voting or  dispositive  power over the
securities  held by the  Grantor  Trust.  However,  based  upon his  ability  to
substitute  other assets of equal value for the  securities  held by the Grantor
Trust, Mr. Galesi is considered a beneficial owner of such securities (including
the shares of Common Stock  issuable upon exercise of the warrant) and is deemed
to retain a shared power to vote and dispose of the  5,717,326  shares of Common
Stock  beneficially  owned by the Grantor Trust.  This Schedule 13D shall not be
construed  as an  admission  that  Mr.  Galesi  is a  beneficial  owner  of  the
securities held by the Grantor Trust.                                           

     Mr. Buicko serves as trustee of the Grantor Trust.  In such  capacity,  Mr.
Buicko has the power to vote and dispose of the 5,717,326 shares of Common Stock
beneficially owned by the Grantor Trust.                                        

     Mr.  Galesi  has the  sole  power  to vote  and  dispose  of the  remaining
7,218,885  shares of the Common  Stock  beneficially  owned by him,  except that
97,500 of such  shares of Common  Stock  are held by  Rotterdam,  a  corporation
wholly-owned by him.                                                            

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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.                                       

Reference is made to Item 5(b) hereof.                                

     In addition,  an irrevocable trust (the "Irrevocable Trust") created by Mr.
Galesi holds a warrant for the purchase of 500,000 shares of Common Stock of the
Company.   Mr.  Buicko  is  the  trustee  of  the  Irrevocable   Trust  and  the
beneficiaries are members of Mr. Galesi's  immediate family. Mr. Galesi does not
have any voting or dispositive  power with respect to the shares of Common Stock
underlying the warrant held by the Irrevocable  Trust.  However,  based upon his
ability to  substitute  other  assets of equal value for the warrant held by the
Irrevocable  Trust,  effective  April 4,  1999  (60  days  prior to the date the
warrant becomes  exercisable),  Mr. Galesi will be considered a beneficial owner
of the shares  underlying the warrant.  This Schedule 13D shall not be construed
as an admission  that Mr. Galesi is or will be a beneficial  owner of the shares
underlying the warrant held by the Irrevocable Trust.                           

Item 7. Material to be Filed as Exhibits.                                       

None.                                                                 

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 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: January 19, 1999                      /s/ Francesco Galesi                
                                           -----------------------------------
                        Francesco Galesi

                                     Francesco Galesi 1998 Grantor
                              Retained Annuity Trust

                           By:/s/ David Buicko
                                           -----------------------------------
                             David Buicko, Trustee

                        /s/ David Buicko
                                           -----------------------------------
                                       David Buicko, as trustee of the
                     Grantor Trust

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Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This SC 13D/A Filing		Date		First		Last			Other Filings
		2/5/98		7
		5/12/98		5
		7/2/98		5
		8/4/98		1		5
		8/14/98		5		6			10-Q
		9/2/98		6
		9/14/98		6
		9/21/98		6
		9/30/98		7					10-Q
		10/2/98		5
		10/27/98		6
		11/16/98		5
Filed On / Filed As Of		1/19/99		9
		4/4/99		8
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