General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D James R. Crane for Equalnet Holding Corp 8 24K
2: EX-99.1 Stock & Warrant Purchase Agreement, Dated 04/24/98 27 122K
3: EX-99.2 Warrant Agreement, Dated 04/24/98 20 67K
4: EX-99.3 Registration Rights Agreement, Dated 04/24/98 6 26K
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
EqualNet Holding Corp.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
294408109
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(CUSIP Number)
James R. Crane
15350 Vickery Drive
Houston, Texas 77032
(281) 618-3100
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 27, 1998
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(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 [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page should 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).
CUSIP No.144577103
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(1) Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
James R. Crane
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(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
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(3) SEC Use Only
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(4) Source of Funds
PF
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
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(6) Citizenship or Place of Organization
United States of America
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(7) Sole Voting Power 3,570,000 Shares
Number of
Shares
Beneficially -----------------------------------------------------------------
Owned by (8) Shared Voting Power 0 Shares
Each
Reporting
Person -----------------------------------------------------------------
With (9) Sole Dispositive Power 3,570,000 Shares
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(10) Shared Dispositive Power 0 Shares
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
3,570,000 Shares
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(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
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(13) Percent of Class Represented by Amount in Row (11)
16.6%
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(14) Type of Reporting Person(See Instructions) IN
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ITEM 1. SECURITY AND ISSUER
The class of securities to which this statement relates is common
stock, par value $.01 per share (the "Common Stock"), of EqualNet Holding Corp.,
a Texas corporation (the "Company"). The address of the principal executive
offices of the Company is 1250 Wood Branch Park Drive, Houston, Texas 77032.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed by James R. Crane ("Mr. Crane"). The business
address of Mr. Crane is 15350 Vickery Drive, Houston, Texas 77032. Mr. Crane is
a citizen of the United States of America, and his principal occupation and
employment is acting as Chairman of the Board of Directors, Chief Executive
Officer and President of Eagle USA Airfreight, Inc., a provider of air freight
forwarding and other transportation and logistics services. Eagle USA
Airfreight, Inc.'s principal executive office address is the same as for Mr.
Crane. During the last five years, Mr. Crane has not (i) been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) 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 source of funds for Mr. Crane's investment was personal funds.
ITEM 4. PURPOSE OF TRANSACTION
On April 27, 1998, Mr. Crane purchased 3,400,000 shares of Common
Stock (the "Shares") and Warrants to purchase 170,000 shares of Common Stock
(the "Warrants") pursuant to a Stock
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and Warrant Purchase Agreement dated as of April 24, 1998 (the "Purchase
Agreement"), a copy of which has been filed as Exhibit 1 hereto and is
incorporated herein by reference. The purchase price for the Shares and the
Warrants was $3,400,000. The terms of Warrants are set forth in a Warrant
Agreement dated as of April 24, 1998 between the Company and Mr. Crane, a copy
of which has been filed as Exhibit 2 hereto and is incorporated herein by
reference. The Warrants are exercisable for five years, and may be exercised by
cash payment, on a cashless basis or by the delivery of other securities of the
Company. The Warrants allow the holder to purchase up to 170,000 shares of
Common Stock at a purchase price of $1.00 per share (such purchase price and
number of shares are subject to certain adjustments). In connection with the
Purchase Agreement, the Company also granted to Mr. Crane registration rights
pursuant to a Registration Rights Agreement dated as of April 24, 1998 between
the Company and Mr. Crane, a copy of which has been filed Exhibit 3 hereto and
is incorporated herein by reference. This agreement provides to Mr. Crane the
right to require the Company, at the Company's expense, to register the resale
of the Shares as well as the shares of Common Stock purchasable upon exercise of
the Warrants on two occasions as well as up to three additional occasions if the
registration is on a Form S-3 Registration Statement. In addition, Mr. Crane was
granted piggyback registration rights in the event the Company files a
registration statement with respect to a firm commitment offering of Common
Stock. The registration rights are subject to certain limitations described in
the Registration Rights Agreement.
Mr. Crane will review on a continuous basis his investment in the
Common Stock and Warrants and the Company's business affairs and financial
condition, as well as conditions in the securities markets and general economic
and industry conditions. Mr. Crane may in the future
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take such actions in respect of his investment in the Common Stock as he deems
appropriate in light of the circumstances existing from time to time. Currently,
these actions include continuing to hold the Common Stock he now beneficially
owns or disposing of such Common Stock. Such dispositions could be effected
through a public offering, in the open market (upon expiration of applicable
holding periods and compliance with other rules under the Securities Act of
1933, as amended) or in private transactions. Additionally, it is possible that
Mr. Crane could seek to acquire additional Common Stock. Any acquisition of
Common Stock could be effected in the open market, in privately negotiated
transactions, or otherwise. Mr. Crane also expects that he will exercise the
Warrants prior to their expiration date if the market price of Common Stock at
the time of exercise exceeds the exercise price of the Warrants. Any sales,
purchases or other actions described herein may be made at any time without
further prior notice. In reaching any conclusion as to the foregoing matters,
Mr. Crane may take into consideration various factors, such as the Company's
business and prospects, other developments concerning the Company and its
industry, the obligations of, cash and financial resources and needs of,
investment goals of and other business opportunities available to him,
developments with respect to his business, general economic conditions, the
market price for shares of Common Stock and stock market conditions. Mr. Crane
may seek to join the Board of Directors of the Company. This possibility has
been discussed with certain members of management, but Mr. Crane has not agreed
to serve as a director nor has the Board of Directors approved and offered any
such directorship.
Except as set forth in this Statement, Mr. Crane has no present plans
or proposals which relate to or would result in any of the actions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Mr. Crane beneficially owns an aggregate of 3,570,000 shares of Common
Stock, which equals approximately 16.6% of the 21,563,070 shares of Common Stock
that Mr. Crane believes are deemed to be outstanding (based upon the 17,993,070
shares of Common Stock disclosed by the Company pursuant to the Purchase
Agreement to be outstanding as of April 24, 1998 and the 3,570,000 shares deemed
to have been acquired by Mr. Crane).
Mr. Crane has sole voting power with respect to the Common Stock held
by him, and the sole power to dispose or direct the disposition of the Common
Stock held by him.
Except as set forth in this Schedule 13D, to the best of his
knowledge, Mr. Crane has not effected any transaction in Common Stock during the
past sixty days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
This statement contains summaries of certain provisions of the
Purchase Agreement, the Warrant Agreement and the Registration Rights Agreement,
copies of which have been filed as Exhibits 1, 2, and 3, respectively, hereto
and are incorporated by reference herein; and such summaries are qualified by,
and subject to, the more complete information contained in such agreements. See
Item 4 - Purpose of Transaction.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Stock and Warrant Purchase Agreement by and among Mr.
Crane and the Company dated as of April 24, 1998
Exhibit 2 Warrant Agreement by and among the Company and Mr. Crane
dated as of April 24, 1998.
Exhibit 3 Registration Rights Agreement by and among Mr. Crane and
the Company dated as of April 24, 1998.
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After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: May 6, 1998.
/s/ JAMES R. CRANE
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James R. Crane
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Index to Exhibits
Exhibits
1 Stock and Warrant Purchase Agreement by and among Mr.
Crane and the Company dated as of April 24, 1998
2 Warrant Agreement by and among the Company and Mr. Crane
dated as of April 24, 1998.
3 Registration Rights Agreement by and among Mr. Crane and
the Company dated as of April 24, 1998.
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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This ‘SC 13D’ Filing | | Date | | First | | Last | | | Other Filings |
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| | |
Filed on: | | 5/6/98 | | 7 | | | | | None on these Dates |
| | 4/27/98 | | 1 | | 3 |
| | 4/24/98 | | 4 | | 8 |
| List all Filings |
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