UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Crown Energy Corporation
------------------------
(Name of Issuer)
Common Stock, par value, $.02 per share
----------------------------------------
(Title of Class of Securities)
228341301
----------------
(CUSIP Number)
1710 West 2600 South
Woods Cross, Utah 84087
United States of America
Attn: Jay Mealey
Tel: (801) 296-0166
-------------------------------------------------------------
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
November 25, 2002
------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
(Continued on the following pages)
---------------
1 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 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
CUSIP No. 228341301 13D
--------------------------------------------------------------------------------
1. Names of Reporting Persons. Manhattan Goose, L.L.C.
I.R.S. Identification No. of above persons (entities only).
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [ ]
(b) [x]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds 00
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization:
United States of America, State of Utah
--------------------------------------------------------------------------------
7. Sole Voting Power
Number of 0
Shares ------------------------------------------------------------
Beneficially 8. Shared Voting Power
Owned by 0
Each Reporting ------------------------------------------------------------
Person 9. Sole Dispositive Power
With 0
------------------------------------------------------------
10. Shared Dispositive Power
0
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
0.0%(1)
--------------------------------------------------------------------------------
14. Type of Reporting Person
OO
--------------------------------------------------------------------------------
-----------------
(1) Based on the number of shares of stock outstanding as of November 19, 2002,
as reported by the Issuer in its Quarterly Report on Form 10QK for the
quarter ended September 30, 2002.
CUSIP No. 228341301 13D
--------------------------------------------------------------------------------
1. Names of Reporting Persons. Jeff Fishman I.R.S.
Identification No. of above persons (entities only).
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [ ]
(b) [x]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds
OO
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization:
United States of America
--------------------------------------------------------------------------------
7. Sole Voting Power
Number of 73,000
Shares ------------------------------------------------------------
Beneficially 8. Shared Voting Power
Owned by 0
Each Reporting ------------------------------------------------------------
Person 9. Sole Dispositive Power
With 73,000
------------------------------------------------------------
10. Shared Dispositive Power
0
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
73,000(1)
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
0.3%(1)
--------------------------------------------------------------------------------
14. Type of Reporting Person
IN
--------------------------------------------------------------------------------
-----------------
1 Based on the number of shares of stock outstanding as of November 19, 2002,
as reported by the Issuer in its Quarterly Report on Form 10QK for the
quarter ended September 30, 2002.
CUSIP No. 228341301 13D
--------------------------------------------------------------------------------
1. Names of Reporting Persons. Andrew W. Buffmire I.R.S.
Identification No. of above persons (entities only).
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [ ]
(b) [x]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds
OO
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization:
United States of America
--------------------------------------------------------------------------------
7. Sole Voting Power
Number of 4,774,620
Shares ------------------------------------------------------------
Beneficially 8. Shared Voting Power
Owned by 0
Each Reporting ------------------------------------------------------------
Person 9. Sole Dispositive Power
With 4,774,620
------------------------------------------------------------
10. Shared Dispositive Power
0
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,774,620(1)
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
18.0%(1)
--------------------------------------------------------------------------------
14. Type of Reporting Person
IN
--------------------------------------------------------------------------------
-----------------
1 Based on the number of shares of stock outstanding as of November 19, 2002,
as reported by the Issuer in its Quarterly Report on Form 10QK for the
quarter ended September 30, 2002.
CUSIP No. 228341301 13D
--------------------------------------------------------------------------------
1. Names of Reporting Persons. Alexander L. Searl I.R.S.
Identification No. of above persons (entities only).
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [ ]
(b) [x]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds
OO
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization:
United States of America
--------------------------------------------------------------------------------
7. Sole Voting Power
Number of 150,000
Shares ------------------------------------------------------------
Beneficially 8. Shared Voting Power
Owned by 0
Each Reporting ------------------------------------------------------------
Person 9. Sole Dispositive Power
With 150,000
------------------------------------------------------------
10. Shared Dispositive Power
0
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
150,000
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
0.6%(1)
--------------------------------------------------------------------------------
14. Type of Reporting Person
IN
--------------------------------------------------------------------------------
--------------------
1 Based on the number of shares of stock outstanding as of November 19, 2002,
as reported by the Issuer in its Quarterly Report on Form 10QK for the
quarter ended September 30, 2002.
CUSIP No. 228341301 13D
--------------------------------------------------------------------------------
1. Names of Reporting Persons. Jay Mealey I.R.S.
Identification No. of above persons (entities only).
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [ ]
(b) [x]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds
OO
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization:
United States of America
--------------------------------------------------------------------------------
7. Sole Voting Power
Number of 15,787,198
Shares ------------------------------------------------------------
Beneficially 8. Shared Voting Power
Owned by 0
Each Reporting ------------------------------------------------------------
Person 9. Sole Dispositive Power
With 15,787,198
------------------------------------------------------------
10. Shared Dispositive Power
0
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
15,787,198
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
50.1%(1)
--------------------------------------------------------------------------------
14. Type of Reporting Person
IN
--------------------------------------------------------------------------------
----------------------
1 Based on the number of shares of stock outstanding as of November 19, 2002,
as reported by the Issuer in its Quarterly Report on Form 10QK for the
quarter ended September 30, 2002.
CUSIP No. 228341301 13D
--------------------------------------------------------------------------------
1. Names of Reporting Persons. Mealey Family Limited
Partnership I.R.S. Identification No. of above persons (entities only).
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [ ]
(b) [x]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds
00
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization:
United States of America, State of Utah
--------------------------------------------------------------------------------
7. Sole Voting Power
Number of 13,809,366
Shares ------------------------------------------------------------
Beneficially 8. Shared Voting Power
Owned by 0
Each Reporting ------------------------------------------------------------
Person 9. Sole Dispositive Power
With 13,809,366
------------------------------------------------------------
10. Shared Dispositive Power
0
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
13,809,366
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
44.9%(1)
--------------------------------------------------------------------------------
14. Type of Reporting Person
PN
--------------------------------------------------------------------------------
---------------------
1 Based on the number of shares of stock outstanding as of November 19, 2002,
as reported by the Issuer in its Quarterly Report on Form 10QK for the
quarter ended September 30, 2002.
This Amendment relates to the Schedule 13D/A filed by Manhattan Goose,
L.L.C. dated February 28, 2002, which is hereby amended to read in its
entirety as follows:
Item 1. Security and Issuer.
This Schedule 13D/A Statement (the "Statement") relates to the common
stock, par value $.02 per share (the "Common Stock"), of Crown Energy
Corporation, a Utah corporation (the "Issuer"). The address of the
principal executive offices of the Issuer is 1710 West 2600 South,
Woods Cross, Utah 84087.
Item 2. Identity and Background.
The following information relates to Manhattan Goose, L.L.C.,
("Manhattan Goose") and the former members of Manhattan Goose, for whom
this Statement is being filed. Information relating to the Mealey
Family Limited Partnership is also provided herein. The information
contained in Item 4 and Item 5 of this Statement with respect to the
acquisition described herein is incorporated by reference.
a. Manhattan Goose, L.L.C., a Utah limited liability company:
1) Principal Business - investment in securities
2) Principal Place of Business - 2551 East Brentwood,
Salt Lake City, Utah 84121
b. Former Members of Manhattan Goose.
(d)(e)8
(a)(b) (c) Criminal or (f)
Name/Address Occupation Civil Proceedings Citizenship
------------ ---------- ----------------- -----------
Jeff Fishman Consultant No United States
2551 East Brentwood
Salt Lake City, UT 84121
Andrew W. Buffmire Vice President - Business No United States
2030 St. Andrews Drive Development
Berwyn, PA 19312 Ubiquitel, Inc.,
Director of Issuer
Alexander L. Searl Chief Financial Officer No United States
1000 N. East Capitol Blvd. Pharmadigm, Inc.
Salt Lake City, UT 84107
Jay Mealey Chief Executive Officer, No United States
4645 Hunters Ridge Circle President and Director of
Salt Lake City, UT 84124 Issuer
---------------
1 Includes only proceedings in the last five years and only civil proceedings
resulting in an injunction regarding securities laws.
c. Mealey Family Limited Partnership, a Utah limited partnership:
1) Principal Business - investment in securities
2) Principal Place of Business - 4645 Hunters Ridge
Circle, Salt Lake City, Utah 84124
Item 3. Source and Amount of Funds or Other Consideration.
On November 25, 2002, Jay Mealey purchased the membership interest in
Manhattan Goose held by Alexander Searl for $78,900 and the membership
interest in Manhattan Goose held by Jeff Fishman for $31,560. Mr.
Mealey used his personal funds to effect these purchases.
On November 26, 2002, Manhattan Goose distributed 4,585,806 shares of
the Issuer's Common Stock to Andrew Buffmire in partial satisfaction of
his ownership interest in Manhattan Goose.
On November 27, 2002, Jay Mealey purchased the remaining membership
interest in Manhattan Goose held by Andrew Buffmire for $102,570. Mr.
Mealey used his personal funds to effect the purchase. Manhattan Goose
then distributed 9,524,366 shares of the Issuer's Common Stock and
500,000 shares of the Issuer's $10 Class A Cumulative Convertible
Preferred Stock, $0.005 par value per share (the "Preferred Stock")
which is convertible into 4,285,000 shares of the Issuer's Common
Stock, to Jay Mealey and dissolved.
On December 2, 2002, Jay Mealey contributed 9,524,366 shares of the
Issuer's Common Stock and 500,000 shares of the Issuer's Preferred
Stock to the Mealey Family Limited Partnership, a Utah limited
partnership ("Mealey Family Limited Partnership"). Mr. Mealey is the
sole general partner of the Mealey Family Limited Partnership.
The information contained in Item 4 and Item 5 of this Statement with
respect to the acquisitions described herein is incorporated by
reference.
Item 4. Purpose of Transaction.
Jay Mealey and the Mealey Family Limited Partnership acquired the
Common Stock and Preferred Stock for the purpose of making a financial
investment in the Issuer. As a current officer and director of the
Issuer, Mr. Mealey participated in the transactions in order to (i)
insure that partial ownership of the Common and Preferred Stock
remained with persons involved with the Issuer, (ii) to increase the
amount of their equity stake in the Issuer, and (iii) as a financial
investment in the Issuer. Mr. Buffmire acquired the Common Stock from
Manhattan Goose for the purpose of making a direct financial investment
in the Issuer.
Neither Messrs. Mealey and Buffmire nor the Mealey Family Limited
Partnerhsip have any plan or proposal that would result in any of the
consequences listed in paragraphs (a)-(j) of Item 4 of Schedule 13D.
Item 5. Interest in the Securities of the Issuer.
As of November 25, 2002, Messrs. Fishman and Searl ceased to be the
beneficial owners of more than five percent of the Common Stock.
As of November 27, 2002, Manhattan Goose ceased to be the beneficial
owner of more than five percent of the Common Stock.
The information contained in Item 2 and Item 4 of this Statement with
respect to information regarding Mr. Mealey and the Mealey Family
Limited Partnership and the acquisition of the Issuer's Common Stock
and Preferred Stock is hereby incorporated by reference.
The Mealey Family Limited Partnership beneficially owns and has the
power to vote and dispose of 13,809,366 shares of Common Stock,
representing approximately 44.9% of the shares of Common Stock
outstanding (based on the number of shares of stock outstanding as of
November 19, 2002, as reported by the Issuer in its Quarterly Report on
Form 10-Q for the quarter ended September 30 2002), subject to
adjustment as provided in the Certificate of Rights and Designations.
This includes 9,524,366 shares of Common Stock and 4,285,000 shares
issuable upon conversion of the Preferred Stock. Each share of
Preferred Stock is convertible at the option of the holder thereof at
any time for 8.57 shares of Common Stock (the "Conversion Ratio"). The
number of shares of Common Stock issuable on conversion or exercise of
the Preferred Stock is subject to adjustment pursuant to the
Certificate of Rights and Designations. In addition, under applicable
corporate law, the Issuer cannot pay cash dividends and therefore
dividends are expected to continue to accrue and accumulate until such
time as they are paid in the form of Common Stock. The Mealey Family
Limited Partnership also obtained Warrants to purchase shares of Common
Stock, which are not exercisable at this time.
Mr. Mealey is the sole general partner of the Mealey Family Limited
Partnership and retains the right to vote and dispose of the Common
Stock held by the Mealey Family Limited Partnership. None of the
limited partners of the Mealey Family Limited Partnership has any right
to vote or dispose of the Common Stock individually. There are also no
agreements among the general partner and the limited partners as to how
the Common Stock is to be voted. As a result, Mr. Mealey may be deemed
to be the beneficial owner of the 13,809,366 shares of the Issuer's
Common Stock, consisting of 9,524,366 shares of Common Stock and
4,285,000 shares issuable upon conversion of the Preferred Stock.
Mr. Mealey also beneficially owns and has the power to vote and dispose
of an additional 1,977,832 shares of Common Stock, representing
approximately 7.3% of the shares of Common Stock outstanding (based on
the number of shares of stock outstanding as of November 19, 2002, as
reported by the Issuer in its Quarterly Report on Form 10-Q for the
quarter ended September 30, 2002). This number includes 217,832 shares
of Common Stock owned directly by Mr. Mealey, 1,010,000 shares of
Common Stock held in two trusts for the benefit of Mr. Mealey's
children, and 750,000 shares of Common Stock underlying options which
may be exercised within 60 days. Mr. Mealey expressly disclaims
beneficial ownership of the shares of Common Stock held in trust for
the benefit of Mr. Mealey's children. Furthermore, the options which
are included within this calculation may not be exercised unless
specific tracking prices are realized for the shares of the Common
Stock. As of the date hereof, such trading prices have not been met and
there is no assurance that they will ever be met during the terms of
the options.
The information contained in Item 2 and Item 4 of this Statement with
respect to information regarding Mr. Buffmire and his acquisition of
the Issuer's Common Stock is hereby incorporated by reference.
Andrew Buffmire beneficially owns and has the power to vote and dispose
of 4,774,620 shares of Common Stock, representing approximately 18.0%
of the shares of Common Stock outstanding (based on the number of
shares of stock outstanding as of November 19, 2002, as reported by the
Issuer in its Quarterly Report on Form 10-Q for the quarter ended
September 30, 2002). This number includes 4,689,620 shares of Common
Stock owned directly by Mr. Buffmire and 85,000 shares of Common Stock
underlying options which may be exercised within 60 days.
Except as expressly set forth above, each reporting person retains the
sole and absolute power to vote and dispose of any Common Stock
described above which is beneficially owned by such reporting person.
Accordingly, except as expressly set forth above, each reporting person
disclaims beneficial ownership of the Common Stock beneficially owned
by the other reporting persons and the filing of this Statement should
not be construed as an admission by a reporting person that he is the
beneficial owner of the Common Stock owned by the other reporting
persons.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
The information contained elsewhere within this Statement is
incorporated herein by reference.
Through its ownership of the Preferred Stock, the Mealey Family Limited
Partnership shall, subject to compliance with applicable laws, have the
right to appoint 20% of the Issuer's Board of Directors at its
discretion in addition to appointing a representative who may attend
and be heard at all meetings of the Issuer's Board of Directors.
Pursuant to the Preferred Stock's Certificate of Rights and
Designations, the Issuer is required to redeem 25%, 25% and 50% of the
Preferred Stock at the Mealey Family Limited Partnership's option on
the eighth, ninth, and tenth anniversary of the issue of the Preferred
Stock, and will establish sinking funds for this purpose. Subject to
the Mealey Family Limited Partnership's right of conversion, the Issuer
may redeem the Preferred Stock at any time for accrued and unpaid
dividends plus a percentage of stated value as set forth in the
Preferred Stock's Certificate of Rights and Designations.
Pursuant to the Preferred Stock's Certificate of Rights and
Designations, the Issuer will not, without the consent of the holders
of at least 75% of the Preferred Stock take or fail to take certain
action with respect to the Crown Asphalt Ridge project (as defined in
the Stock Purchase Agreement). Additionally, the Issuer will not,
without the consent of the holders of at least 75% of the Preferred
Stock take the following actions, including, but not limited to, (i)
alter the rights, preferences or privileges of the Preferred Stock;
(ii) authorize or issue any security having liquidation preferences or
redemption, voting or dividend rights senior to or on a parity with the
Preferred Stock; (iii) increase the number of shares of Preferred Stock
which the Issuer shall have the authority to issue; (iv) reclassify any
of the Issuer's or any subsidiary's securities; (v) acquire any
material business by merger, consolidation, stock or equity purchase,
asset acquisition or otherwise (other than businesses within the
Issuer's or any subsidiary's existing business lines with an aggregate
purchase price of less than $5,000,000 (including assumption of debt));
(vi) merge, consolidate, sell or dispose of all or substantially all of
the Issuer's or any subsidiary's assets or property, other than as
provided in the Certificate of Rights and Designations; (vii) otherwise
engage in a change in control event or fundamental corporate
transaction; (viii) pay dividends, redeem stock or make any other
restricted payments, or permit any subsidiary to pay dividends, redeem
stock or make any other restricted payments, to the holders of the
Issuer's or such subsidiary's outstanding equity securities (other than
with respect to Preferred Stock pursuant to the terms of the Issuer's
Articles of Incorporation); (ix) amend the Issuer's or any subsidiary's
Articles of Incorporation, by-laws or other charter documents, or any
stock option or other stock compensation plan, to the extent that such
an amendment affects the legal or economic rights of the Preferred
Stock; (x) allow any subsidiary of the Issuer to issue securities to an
entity or person other than the Issuer or a wholly-owned direct or
indirect subsidiary of the Issuer; (xi) make any changes in the
employment status of the person holding the position of president of
the Corporation; (xii) directly or indirectly make any guarantees or
otherwise become liable in any way with respect to the obligations or
liabilities of any person or entity, or permit any subsidiary to do the
same, except in the ordinary course of business; (xiii) mortgage,
pledge or create a security interest in, or permit any subsidiary to
mortgage, pledge or create a security interest in, all or any material
proportion of the Issuer's or such subsidiary's assets; (xiv) incur,
create or assume, or permit any subsidiary to incur, create or assume
any indebtedness for borrowed money in excess of $2,500,000 (not
including any capitalized leases or other financing arrangements with
respect to certain leased equipment) (as defined in the Operating
Agreement); (xv) change the Issuer's principal business, enter into new
lines of business or exit the current line of business, or permit any
subsidiary to do the same (the Issuer's current line of business is
asphalt manufacturing, production, refining, blending, modifying,
storing, transporting, marketing, and any other activities relating to
the asphalt industry); (xvi) enter into, materially amend or terminate,
or make any material waiver pursuant to or materially breach, any
material contract; (xvii) increase or decrease the size of the Board of
Directors of the Issuer; (xviii) voluntarily liquidate, dissolve or
wind-up the Issuer or any subsidiary; (xix) allow the commencement of
an involuntary case or other proceeding against the Issuer or any
subsidiary seeking liquidation, reorganization or other relief with
respect to its debts under any applicable federal or state bankruptcy,
insolvency, reorganization or similar law now or hereafter in effect or
seeking the appointment of a custodian, receiver, liquidator, assignee,
trustee, sequestrator, or similar official of it or any substantial
part of its property, which involuntary case or other proceeding shall
remain undismissed and unstayed, or allow an order or decree approving
or ordering any of the foregoing to be entered and continued unstayed
and in effect, for a period of ninety days; (xx) commence a voluntary
case or proceeding under any applicable federal or state bankruptcy,
insolvency, reorganization or other similar law or any other case or
proceeding to be adjudicated a bankrupt or insolvent or consent to the
entry of a decree or order for relief in respect of the Issuer or any
subsidiary in an involuntary case or proceeding under any applicable,
federal or state bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any bankruptcy or insolvency case
or proceeding against any of them, or file a petition or answer or
consent seeking reorganization or relief under any applicable, federal
or state law, or consent to the filing of such petition or to the
appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee, sequestrator or similar official of the
Issuer or any subsidiary or any substantial part of its property or
making assignment for the benefit of creditors, or admit in writing an
inability to pay their debts generally as they become due, or take any
action in furtherance of any such action; and (xxi) consent to the
sale, lease or other disposition of all or substantially all of the
assets of certain subsidiaries.
Item 7. Material to be Filed as Exhibits.
Exhibit 1. Certificate of Rights and Designations of the
Preferred Stock, as filed by and approved by the Utah
Secretary of State on September 30, 1997.*
Exhibit 2. Stock Purchase Agreement dated as of September 25,
1997 between the Issuer and ECT.*
*Incorporated by reference to Schedule 13D Filed by ECT on October 10, 1997.
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: April 4, 2003
Manhattan Goose, L.L.C.,
a Utah limited liability company
By: /s/ Jeff Fishman
--------------------------------
Jeff Fishman, Operating Member
MEALEY FAMILY LIMITED PARTNERSHIP
a Utah limited partnership
By: /s/ Jay Mealey
--------------------------------
Jay Mealey, General Partner
/s/ Jay Mealey
--------------------------------
Jay Mealey
/s/ Andrew W. Buffmire
--------------------------------
Andrew W. Buffmire
/s/ Jeff Fishman
--------------------------------
Jeff Fishman
/s/ Alexander L. Searl
--------------------------------
Alexander L. Searl