SEC Info - Rayl John E - ‘SC 13D’ on 6/24/94 re: Tropic Air Cargo Inc

SEC Info℠

Home

Help

Please Sign In

Rayl John E – ‘SC 13D’ on 6/24/94 re: Tropic Air Cargo Inc

As of: Friday, 6/24/94 · Accession #: 950152-94-629 · File #: 5-40954

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

 6/24/94  Rayl John E                       SC 13D                 3:65K  Tropic Air Cargo Inc              Bowne BCL/FA

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      John E. Rayl (Partech Holdings Corp.) 13-D             8     36K 
 2: EX-10.1     Exhibit 1                                             27     56K 
 3: EX-10.2     Exhibit 2                                              5     22K

SC 13D — John E. Rayl (Partech Holdings Corp.) 13-D
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Identity and Background Interest in Securities of Issuer Interest in Securities of Issuer - Continued Material to Be Filed as Exhibits Purpose of Transaction Purpose of Transaction - Continued Security and Issuer Source and Amount of Funds or Other Consideration Source and Amount of Funds or Other Consideration - Continued
1	1st Page - Filing Submission
3	Item 1. Security and Issuer
"	Item 2. Identity and Background
"	Item 3. Source and Amount of Funds or Other Consideration
4	Item 3. Source and Amount of Funds or Other Consideration - Continued
"	Item 4. Purpose of Transaction
5	Item 4. Purpose of Transaction - Continued
6	Item 5. Interest in Securities of Issuer
7	Item 5. Interest in Securities of Issuer - Continued
"	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
8	Item 7. Material to Be Filed as Exhibits

SC 13D 1st Page of 8 TOC ↑Top Previous Next ↓Bottom Just 1st

OMB APPROVAL

OMB Number: 3235-0145
Expires: October 31, 1994
Estimated average burden
hours per
UNITED STATES response....14.90
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 10)*

-------------------------------------------------------------------------------

Name of Issuer: PARTECH HOLDINGS CORPORATION
Title of Class of Securities: COMMON STOCK
CUSIP Number: 702114208

Person Authorized to Receive John E. Rayl
Notices and Communications: Partech Holdings Corporation
3366 Riverside Drive, Suite 200
Columbus, Ohio 43221

Date of Event which Requires
Filing of This Statement: June 15, 1994

-------------------------------------------------------------------------------

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 [ ]. (A fee
is not required only if the reporting 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.)

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 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).

SEC 1746 (12-91)

SC 13D 2nd Page of 8 TOC 1st Previous Next ↓Bottom Just 2nd

SCHEDULE 13D

CUSIP NO. 702114208 Page 2 of 5 Pages
------------------- --- ---

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

John E. Rayl 285-46-7735

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

3 SEC USE ONLY

4 SOURCE OF FUNDS

N/A

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(E) [ ]

6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States

7 SOLE VOTING POWER

1,216,798 Shares
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 516,493

10 SHARED DISPOSITIVE POWER

700,305

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,216,798 $.05 par value common shares

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

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

20.2%

14 TYPE OF REPORTING PERSON

SEC 1746 (12-91)

SC 13D 3rd Page of 8 TOC 1st Previous Next ↓Bottom Just 3rd

SCHEDULE 13D

CUSIP NO. 702114208 Page 3 of 5 Pages
------------------------ --- ---

ITEM 1. SECURITY AND ISSUER
-------------------
$.05 Par Value Common Stock
Principal Executive Officer of Issuer: John E. Rayl, Director,
Chief Executive Officer &
President
3366 Riverside Drive
Suite 200
Columbus, Ohio 43221

ITEM 2. IDENTITY AND BACKGROUND
-----------------------
Form 13D dated February 2, 1990:
(a) John E. Rayl
Form 13D dated June 15, 1994:
(b) 3366 Riverside Drive, Suite 200, Columbus, Ohio 43221
(c) Director, Chief Executive Officer and President, Partech Holdings
Corporation, 3366 Riverside Drive, Suite 200, Columbus, Ohio 43221
Form 13D dated February 2, 1990:
(d) No criminal convictions, excluding traffic violations, in last five
years
(e) Not a party to a civil or administrative proceeding relating to state
or federal securities violations within last five years
(f) United States citizen

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
-------------------------------------------------

Amendment Date Narrative
--------- ---- ---------

N/A 2/2/90 Personal funds: $46,500.00 was used to
purchase 75,000 shares of stock on 2/2/90.
500,000 shares are beneficially owned pursuant
to stock options. 635,357 shares are
beneficially owned pursuant to convertible
notes of Issuer. 1,880,465 shares were
acquired at various times prior to 2/2/90 as
previously disclosed on Forms 3 and 4 filed
with the Securities & Exchange Commission.

No. 1 7/17/90 Personal funds: 500,000 shares are
beneficially owned pursuant to stock options.
871,641 shares are beneficially owned pursuant
to convertible notes of Issuer. 1,898,540
shares were acquired at various times prior to
4/30/90 as previously disclosed on Forms 3 and
4 filed with the Securities & Exchange
Commission.

No. 2 11/19/90 402,593 shares were purchased from Laurence J.
Mily on November 19, 1990 with personal funds
of $15,000. An additional 13,025 shares are
to be delivered by Mr. Mily upon certificates
being received from brokers.

CONTINUED ON NEXT PAGE.
-----------------------

SEC 1746 (12-91)

- 4 -

SC 13D 4th Page of 8 TOC 1st Previous Next ↓Bottom Just 4th

SCHEDULE 13D

CUSIP NO. 702114208 PAGE 3a of 5 Pages
-------------------- ---- ----

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION - CONTINUED
---------------------------------------------------------------

AMENDMENT
-----------

No. 4 9/29/90 4,510,316 shares were beneficially owned pursuant to
warrants of the Issuer distributed pursuant to SEC
Registration Statement Form S-1 which became effective
on September 12, 1991. No funds or other consideration
was given for these warrants (4,510,316) distributed by
the Issuer. On the date of the receipt of the warrants
2,253,058 of these warrants were gifted to another
party; therefore, 2,257,258 of these warrants are
remaining.

No. 5 5/29/92 The shares were purchased by a reduction of compensation
owed to Mr. Rayl by the Company. The shares were
purchased pursuant to the exercise of the Company's
Redeemable Class A Warrants.

No. 6 11/6/92 The shares were purchased by a reduction of $81,056.33
of debt owed to Mr. Rayl. The debt hereof was
purchased by Mr. Rayl from a non-affiliated company.
Also, Mr. Rayl was granted a stock option for 100,000
shares at $0.69 per share. Mr. Rayl waived his right
to a 100,000 share option at $2.50 per share which had
previously been granted.

No. 7 4/28/93 Mr. Rayl has gifted 415,000 shares beneficially owned
to an unaffiliated third party.

No. 8 6/30/93 Mr. Rayl has gifted 835,000 shares beneficially owned
to an unaffiliated third party.

No. 9 7/15/93 Mr. Rayl was granted 340,000 stock options by the
Company, pursuant to the Company's Stock Option Plans
(no funds were expended).

ITEM 4. PURPOSE OF TRANSACTION
----------------------

AMENDMENT
-----------

N/A 2/2/90 (a) I may acquire or dispose of securities of the Issuer as
oppotunities arise.
(b) I am considering various proposals which may result in an
extraordinary transaction of the Issuer such as a merger
or acquisition.
(c) I have no plans which would result in a sale of a
material amount of assets of the Issuer or any of its
subsidiaries except in the ordinary course of business.
(d) I have no plans to change the Board of Directors or
management of the Issuer.
(e) I may consider plans to change the capitalization of the
Issuer.
(f) Other material changes may be considered from time to
time.
(g) I may consider changes in the Issuer's charter, bylaws or
instruments which may impede the acquisition of control
of the Issuer are contemplated.
(h) I have no plans to cause a class of securities of the
Issuer to be delisted from a national exchange or to
cease to be authorized to be quoted in an interdealer
quotation system of a registered national securities
association.
(i) I have no plans to cause a class of equity securities
becoming eligible for termination pursuant to Section
12(g)(4) of the Act.
(j) No other action similar to any of those enumerated above.

CONTINUED ON NEXT PAGE.
-----------------------

SEC 1746 (12-91)

SC 13D 5th Page of 8 TOC 1st Previous Next ↓Bottom Just 5th

SCHEDULE 13D

CUSIP NO. 702114208 Page 3b of 5 Pages
--------------------- --- ---

ITEM 4. PURPOSE OF TRANSACTION - CONTINUED
------------------------------------

AMENDMENT
---------
No. 4 9/29/91 The warrants were acquired pursuant to pro-rata
distribution to shareholders where distribution and
exercise are exempt from registration.

No. 5 5/29/92 The purpose of the transaction was to acquire an
additional amount of the Company's $0.05 par value
stock.

No. 6 11/6/92 The purpose of the transaction was to acquire an
additional amount of the Company's $0.05 par value
stock. The stock options were granted under the
Company's 1989 Stock Option and Stock Appreciation
Rights Plan.

No. 7 4/28/93 The purpose of the transaction was to transfer warrants
(which were distributed by the Company pro rata in
September, 1991) to facilitate the exercise of the
warrants by other parties.

No. 8 6/30/93 The purpose of the transaction was to transfer warrants
(which were distributed by the Company pro rata in
September, 1991) to facilitate the exercise of the
warrants by other parties. Mr. Rayl acquired
additional shares of the Company to increase his
investment thereof.

No. 9 7/15/93 Mr. Rayl was granted 340,000 stock options by the
Company, pursuant to the Company's Stock Option Plans.

SEC 1746 (12-91)

SC 13D 6th Page of 8 TOC 1st Previous Next ↓Bottom Just 6th
w
SCHEDULE 13D
CUSIP NO. 702114208 Page 4 of 5 Pages
-------------------- --- ---

ITEM 5. INTEREST IN SECURITIES OF ISSUER
--------------------------------
(a) Aggregate number of securities beneficially owned: 1,216,798
The percentage beneficially owned: 20.2%
Shares where there is a right to acquire 440,000

(b) Number of shares with sole power to vote or to
direct the vote: 1,216,798
Number of shares with shared power to vote or to
direct the vote: 0
Number of shares with sole power to dispose or
to direct to dispose: 516,493
Number of shares with shared power to dispose or
to direct to dispose: 700,305

The litigation with Star Bank Central Ohio which involved 91,787
shares was settled and the restriction is no longer applicable.
There is shared investment power on 700,305 shares which are
pledged as collateral to a short-term loan to Partech Holdings
Corporation. See Exhibit 1 and 2 filed herewith.

(c) Transactions in securities in last 60 days [date, amount of shares,
purchased or sold, price per share, where and how transaction was
effected, e.g., sold through broker, bought from issuer]:

[Enlarge/Download Table]

Amount of Shares
---------------- Price Per
Date Purchased Sold Share Where/How Transaction Effected Amendment
---- --------- ---- ----- ------------------------------ ---------

1/22/90 39,900 $1.30 Through Broker: N/A 2/2/90
Prescott, Ball & Turben, Inc.
1331 Euclid Avenue
Cleveland, Ohio 44115
1/31/90 75,000 $0.62 From Issuer

3/28/91 25,000 $0.50 Through Broker: Omni Capital NO. 3 3/28/91
Markets, Inc.
5077 Olentangy River Road
Columbus, Ohio 43214
4/1/91 25,000 $0.50 Through Broker: Omni Capital Markets, Inc.
4/3/91 9,000 $1.10 Through Broker: Omni Capital Markets, Inc.

5/29/92 100,000 $1.00 Exercise of Class A Warrants NO. 5 5/29/92

11/6/92 217,704 $0.3723 Bought from Issuer NO. 6 11/6/92

4/28/93 415,000 N/A Gifted to unaffiliated third party NO. 7 4/28/93

6/11/93 10,000 $1.4375 Through Broker: NO. 8 6/30/93
M.S. Farrell & Co., Inc.
67 Wall Street
New York, New York 10005
6/30/93 835,000 N/A Gifted to unaffiliated third party

7/15/93 (1)1,1003,058 N/A Gifted to unaffiliated third party NO. 9 7/15/93
7/15/93 (2)340,000 N/A Stock options granted

<FN>
(1) 1,003,058 redeemable Class B Warrants.
(2) Mr. Rayl was granted 340,000 stock options by the Company, pursuant to the Company's
Stock Option Plans (no funds were expended).

CONTINUED ON NEXT PAGE.
-----------------------

SEC 1746 (12-91)

SC 13D 7th Page of 8 TOC 1st Previous Next ↓Bottom Just 7th

SCHEDULE 13D

CUSIP NO. 702114208 Page 4a of 5 Pages
------------------------- ---- ----

ITEM 5. INTEREST IN SECURITIES OF ISSUER - CONTINUED
----------------------------------------------
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends or the proceeds of the sale from
such securities except various investors to whom the 700,305 shares
are pledged. The only investor hereof that can direct the receipt of
the proceeds from the sale of shares which is over 5% of the class of
stock hereof is Generation Capital Associates. See Exhibits 1 and 2
filed herewith.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
------------------------------------------------------

Amendment No. 9 dated July 15, 1993:

I have been granted an option to buy an additional 340,000 shares
($0.05 par value common stock at a price of $1.09 per share) in
accordance with the terms and provisions of the Issuer's 1989 Stock
Option and Stock Appreciation Rights Plan.

Amendment No. 10 dated June 15, 1994:

I have been granted an option to buy 100,000 shares ($0.05 par value
common stock at a price of $0.69 per share) in accordance with the
terms and provisions of the Issuer's 1989 Stock Option and Stock
Appreciation Rights Plan.

SEC 1746 (12-91)

SC 13D Last Page of 8 TOC 1st Previous Next ↓Bottom Just 8th

SCHEDULE 13D

CUSIP NO. 702114208 Page 5 of 5 Pages
--------------------- --- ---

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
--------------------------------

Exhibit 1 Form of Pledge Agreement between John E. Rayl and the
Investor and Kelly Drye & Warren, the Investor's
Representative, filed herewith as Exhibit 1.

Exhibit 2 Agreement between John E. Rayl, Partech Holdings Corporation
and Partech Communications Group, Inc. as to the replacement of
pledged shares that may be foreclosed upon in accordance with
Unit Note pursuant to the $600,000 Convertible Securities
Offering, filed herewith as Exhibit 2.

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.

May 24, 1994 /s/ JOHN E. RAYL
--------------------- -------------------------------
Date Signature

SEC 1746 (12-91)

SC 13D	1st Page of 8	TOC	↑Top	Previous	Next	↓Bottom	Just 1st

SC 13D	2nd Page of 8	TOC	1st	Previous	Next	↓Bottom	Just 2nd

SC 13D	3rd Page of 8	TOC	1st	Previous	Next	↓Bottom	Just 3rd

SC 13D	4th Page of 8	TOC	1st	Previous	Next	↓Bottom	Just 4th

SC 13D	5th Page of 8	TOC	1st	Previous	Next	↓Bottom	Just 5th

SC 13D	6th Page of 8	TOC	1st	Previous	Next	↓Bottom	Just 6th

SC 13D	7th Page of 8	TOC	1st	Previous	Next	↓Bottom	Just 7th

SC 13D	Last Page of 8	TOC	1st	Previous	Next	↓Bottom	Just 8th

Dates Referenced Herein and Documents Incorporated by Reference

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

	10/31/94	1		None on these Dates
Filed on:	6/24/94
	6/15/94	1	7
	5/24/94	8
	7/15/93	7
				List all Filings

↑Top

Filing Submission 0000950152-94-000629 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Rayl John E – ‘SC 13D’ on 6/24/94 re: Tropic Air Cargo Inc

As of: Friday, 6/24/94 · Accession #: 950152-94-629 · File #: 5-40954

General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

SC 13D — John E. Rayl (Partech Holdings Corp.) 13-DDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

SC 13D — John E. Rayl (Partech Holdings Corp.) 13-D
Document Table of Contents