-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EpPiztORuKU/zpCsvqs7xkwlVuskN74SKHwdkD9M1iK2e5TDi2h2SUqs3NLRqkwo njks7q4h5b/09+X1xDiiug== 0001079974-02-000574.txt : 20021203 0001079974-02-000574.hdr.sgml : 20021203 20021202182658 ACCESSION NUMBER: 0001079974-02-000574 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021203 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FTS APPAREL INC CENTRAL INDEX KEY: 0001062663 STANDARD INDUSTRIAL CLASSIFICATION: KNIT OUTERWEAR MILLS [2253] IRS NUMBER: 841416864 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58551 FILM NUMBER: 02846518 BUSINESS ADDRESS: STREET 1: ONE OXFORD VALLEY STREET 2: SUITE 810 CITY: LANGHORNE STATE: PA ZIP: 19047 BUSINESS PHONE: 215-741-5883 MAIL ADDRESS: STREET 1: ONE OXFORD VALLEY STREET 2: SUITE 810 CITY: LANGHORNE STATE: PA ZIP: 19047 FORMER COMPANY: FORMER CONFORMED NAME: FULL TILT SPORTS INC DATE OF NAME CHANGE: 19980729 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LANDHUIS LEROY CENTRAL INDEX KEY: 0001113162 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 212 N WAHSATCH AVE STREET 2: STE 301 CITY: COLORADO SPRINGS STATE: CO ZIP: 80903 BUSINESS PHONE: 7196353200 MAIL ADDRESS: STREET 1: 212 N WAHSATCH AVE STREET 2: STE 301 CITY: COLORADO SPRINGS STATE: CO ZIP: 80903 SC 13D/A 1 landuis13da_1222002.txt AMENDMENT #5 TO FORM 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* FTS Apparel, Inc. ("FLIP") ----------------------------- (Name of Company) Common Stock, $.001 par value per share ----------------------------------------- (Title of Class of Securities) 30266R 10 6 --------------- (CUSIP Number) David J. Babiarz, Esq. Dufford & Brown, P.C. 1700 Broadway, Suite 1700 Denver, Colorado 80290-1701 (303) 860-8013 -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) 11/26/02 ------------------------------------------------------- (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 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). CUSIP No. 30266R 10 6 ------------ 1 Name of Reporting Person LeRoy Landhuis 2 Check the Appropriate Box if a Member of a Group a ------- b ------- 3 SEC USE ONLY 4 Source of Funds * Not Applicable. 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 of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 Sole Voting Power: 7,823,518 8 Shared Voting Power: -0- 9 Sole Dispositive Power: 7,823,518 10 Shared Dispositive Power: -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person: 7,825,518 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares * 13 Percent of Class Represented by Amount in Row (11): 49.21% 14 Type of Reporting Person * IN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 2 ITEM 1: SECURITY AND COMPANY LeRoy Landhuis (the "Reporting Person") hereby amends his statement on Schedule 13D (the "Statement") originally filed with the Securities and Exchange Commission on May 1, 2000 with respect to the common stock, $.001 par value per share, of FTS Apparel, Inc. (hereinafter the "Company"), whose principal place of business is located at 301 Oxford Valley Road, Suite 1202, Yardley, Pennsylvania 19067. ITEM 2: IDENTITY AND BACKGROUND OF REPORTING PERSON a. Name--LeRoy Landhuis b. Address--212 N. Wahsatch, Suite 301, Colorado Springs, Colorado 80903 c. Occupation-- Mr. Landhuis is the president of The Landhuis Company, Inc., a real estate acquisition and development company located at the address above. d. During the past five years, Mr. Landhuis has not been convicted in any criminal proceeding. e. During the past five years, Mr. Landhuis has not been a party to a civil proceeding before a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violation of, prohibiting or mandating activities subject to, Federal or state securities laws. f. Mr. Landhuis is a citizen of the United States of America. Item 3: SOURCE OF FUNDS OR OTHER CONSIDERATION On November 26, 2002, the Reporting Person acquired beneficial ownership of an additional 322,160 shares of the common stock of the Company. The shares were received in final settlement of a contractual obligation of the issuer to the Reporting Person. Therefore, no funds were exchanged in the transaction. Item 4: PURPOSE OF TRANSACTION The acquisition of the additional shares of the common stock of the Company was made for investment purposes. The Reporting Person intends to add the additional common stock to his existing holdings of the stock of the Company as an investment. Depending upon the Reporting Person's evaluation of market conditions, market price, alternative investment opportunities, liquidity needs, the limitations of Rule 144 and/or the availability of other lawful means of disposition, the Reporting Person will from time to time explore opportunities for liquidating all or a portion of the shares, through one or more sales or acquiring additional shares. 3 The Reporting Person has no plans for, or which would result in: a. The acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; provided, however that the Reporting Person may review his investment in the Company from time to time and make adjustments in his holdings as he deems appropriate; b. An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; c. A sale or transfer of a material amount of assets of the Company or of any of its subsidiaries; d. Any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; e. Any material change in the present capitalization or dividend policy of the Company; f. Any other material change in the Company's business or corporate structure, including but not limited to, if the Company is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940; g. Changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; h. Causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; i. A class of equity securities of the Company become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act of 1934; or j. Any action similar to any of those enumerated above. ITEM 5: INTEREST IN SECURITIES OF THE COMPANY a. As of the date of the filing of this Amendment, the Reporting Person is deemed to beneficially own 7,823,518 shares of Common Stock of the Company. Such amount includes 6,787,518 shares of Common Stock owned directly by the Reporting Person and 1,036,000 shares underlying a common stock purchase warrant exercisable immediately and until April 19, 2010 at the price of $1.50 per share. The Reporting Person's beneficial ownership represents 49.21% of the issued and outstanding common stock of the Company as of the date of this Amendment. 4 b. The Reporting Person has the sole power to vote and dispose of 7,823,518 shares of common stock of the Company. Pursuant to the terms of the warrant described above, the Reporting Person has no right to vote the shares underlying such warrant prior to exercise. c. On January 11, 2002, the Reporting Person entered into an agreement with the Company in which he agreed to forgive rent owing by the Company in exchange for certain payments and the issuance of common stock. All of the shares issued in the transaction which is reported in this amendment were valued at $.03 per share, the bid price of the Company's common stock on the day of the agreement. The transaction completed on November 26, 2002 represents the completion of the original settlement agreement negotiated on January 11, 2002. d. Not applicable. e. Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE COMPANY Not Applicable. ITEM 7: MATERIAL TO BE FILED AS EXHIBITS There is no material required to be filed as exhibits to this Schedule. 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, correct and complete. /s/ LeRoy A. Landhuis Date: December 2, 2002 - ---------------------- ---------------------- LeRoy A. Landhuis 5 -----END PRIVACY-ENHANCED MESSAGE-----