-----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, De4ahccGfZNVOiwlQNOVLcB5St4OQHQUSMUszDJ4f1HZTG48+LZMXhQhfGenb+P6 CN3WF87YhjusjqJL4EzbaQ== 0000910680-00-000018.txt : 20000202 0000910680-00-000018.hdr.sgml : 20000202 ACCESSION NUMBER: 0000910680-00-000018 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000120 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: METRO TEL CORP CENTRAL INDEX KEY: 0000065312 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 112014231 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-20976 FILM NUMBER: 510267 BUSINESS ADDRESS: STREET 1: 290 NE 68 STREET CITY: MIAMI STATE: FL ZIP: 33138 BUSINESS PHONE: 3057544551 MAIL ADDRESS: STREET 1: 290 NE 68 STREET CITY: MIAMI STATE: FL ZIP: 33138 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEINER WILLIAM K CENTRAL INDEX KEY: 0001073253 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 290 NE 68 STREET CITY: MIAMI STATE: FL ZIP: 33138 BUSINESS PHONE: 3057544551 MAIL ADDRESS: STREET 1: 290 NE 68 STREET CITY: MIAMI STATE: FL ZIP: 33138 SC 13D/A 1 AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) DRYCLEAN USA, Inc. Formerly Metro-Tel Corp. --------------- (Name of Issuer) Common Stock, par value $0.25 ----------------------------- (Title of Class of Securities) 262432-10-7 ----------- (CUSIP Number) Lloyd Frank, Esq. Parker Chapin Flattau & Klimpl, LLP 1211 Avenue of the Americas New York, New York 10036 212-704-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 13, 2000 ------------------------------------------------------ (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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ] Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). William K. Steiner - -------------------------------------------------------------------------------- Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ X ] - -------------------------------------------------------------------------------- SEC Use Only - -------------------------------------------------------------------------------- Source of Funds (See Instructions) PF - -------------------------------------------------------------------------------- Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power 2,290,977 Shares Bene- ---------------------------------------------------------- ficially Owned By Each 8. Shared Voting Power 0 Reporting ---------------------------------------------------------- Person With 9. Sole Dispositive Power 2,290,977 ---------------------------------------------------------- 10. Shared Dispositive Power 0 - -------------------------------------------------------------------------------- Aggregate Amount Beneficially Owned by Each Reporting Person 2,290,977 - -------------------------------------------------------------------------------- Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] - -------------------------------------------------------------------------------- Percent of Class Represented by Amount in Row (11) 33.0% - -------------------------------------------------------------------------------- Type of Reporting Person (See Instructions) IN Except as to Items 1, 3, 5 and 7, no changes have occurred to the answer of any Items of this Schedule 13D from the information last reported by William K. Steiner in respect of such Items. ITEM 1. SECURITY AND ISSUER This statement relates to the Common Stock of DRYCLEAN USA, Inc., formerly named Metro-Tel Corp. (the "Issuer" or the "Company"). The Issuer changed its name to DRYCLEAN USA, Inc. effective November 7, 1999. The Issuer's executive offices are located at 290 N.E. 68 Street, Miami, Florida 33138. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Pursuant to the Agreement of Merger among the Issuer, Metro-Tel Acquisition Corp. (a wholly-owned subsidiary of the Issuer), Steiner-Atlantic Corp. ("Steiner"), the Reporting Person and Michael S. Steiner ("Merger Agreement"), on November 1, 1998, the Reporting Person received 13.90561 shares of Common Stock of the Issuer for each share of common stock of Steiner owned by the Reporting Person. As a result, the Reporting Person received 2,360,477 shares of Common Stock of the Issuer. The Reporting Person used personal funds for the prior purchase of 10,000 shares and all subsequent purchases of shares of the Issuer's Common Stock. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER The following information is as at January 15, 2000: (a)(i) Amount Beneficially Owned: 2,290,977. Excludes 2,260,577 (32.5% of the Issuer's outstanding) shares of Common Stock owned by Michael Steiner, the Reporting Person's son who does not reside in the Reporting Person's household and, as to which shares, the Reporting Person disclaims beneficial ownership. (ii) Percent of Class: 33.0%. Percent of Class is based on 6,945,000 shares of the Issuer's Common Stock outstanding on January 15, 2000. (b) Number of shares to which such person has: (i) sole power to vote or to direct the vote -2,290,977 (ii) shared power to vote or to direct the vote - 0 (iii) sole power to dispose or to direct the disposition of - 2,290,977 (iv) shared power to dispose or to direct the disposition of - 0 (c) The following is a schedule of the transactions of the Reporting Person in the Issuer's capital stock since the November 1, 1998 date of the event which required the initial filing of this Statement: Date of Number of Shares ------- ---------------- Transaction Acquired Disposed of Price Nature of Transaction ----------- ------- ------------ ----- --------------------- 05/20/99 4,000 $1.875 Open Market Purchase 05/28/99 2,500 $1.875 Open Market Purchase 05/28/99 3,500 $1.90625 Open Market Purchase 08/19/99 500 $2.125 Open Market Purchase 09/09/99 500 $2.125 Open Market Purchase 09/13//99 500 $2.125 Open Market Purchase 09/14/99 1,000 $2.000 Open Market Purchase 09/16/99 1,000 $2.125 Open Market Purchase 09/23/99 5,500 $2.125 Open Market Purchase 11/10/99 1,000 $2.625 Open Market Purchase 11/10/99 500 $2.50 Open Market Purchase 01/13/00 100,000 $1.25 Private Sale (d) No other person is known to have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, the securities of the Issuer owned by the Reporting Person. (e) Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1 - Merger Agreement (1) Exhibit 2 - Engagement Letter between the Issuer and Slusser Associates, Inc.(1) Exhibit 3 - Investment Letter dated January 13, 2000 from RAM Capital Management Trust to the Issuer and the Reporting Person. (2) - -------------------------- (1) Previously filed with the initial filing of this Schedule. (2) Filed with this Amendment No. 1. 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. Dated: January 20, 2000 /s/ William K. Steiner ---------------------- William K. Steiner EX-3 2 INVESTMENT LETTER DATED JANUARY 13, 2000 INVESTMENT LETTER January 13, 2000 DRYCLEAN USA, Inc. Mr. William Steiner 290 N.E. 68th Street 290 N.E. 68th Street Miami, Florida 33138 Miami, Florida 33138 Gentlemen: The undersigned hereby agrees to purchase 100,000 shares of Common Stock, $.025 par value per share (the "Shares"), of DRYCLEAN USA, Inc. (the "Company") from William Steiner for a purchase price of $125,000. Payment of the purchase price by the undersigned by certified check will be made on or prior to January 31, 2000. As an inducement to Mr. Steiner to transfer the Shares and the Company to effectuate the transfer, the undersigned hereby acknowledges, represents, warrants and agrees as follows: (a) None of the Shares is currently being registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws. The undersigned understands that the purchase and sale of the Shares hereunder is intended to be exempt from registration under the Securities Act by virtue of Section 4(1) of the Securities Act based, in part, upon the representations, warranties and agreements contained in this Investment Letter; (b) The undersigned has such knowledge and experience in financial, tax and business matters so as to enable it to utilize the information made available to it in connection with its purchase of the Shares to evaluate the merits and risks of an investment in the Shares and to make an informed investment decision with respect thereto; (c) The undersigned has reviewed all of the Company's filings with the Securities and Exchange Commission as it deemed necessary including, without limitation, the Company's Annual Report on Form 10-K for the year ended June 30, 1999, Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 and Proxy Statement used in connection with the Company's 1999 Annual Meeting of Stockholders. The undersigned has analyzed the risks attendant to an investment in the Shares and has made its decision to invest in the Shares based on its own analysis of the Company's business, financial condition, results of operations and prospects without representation or warranty with respect thereto from either Mr. Steiner or the Company. The undersigned understands that its investment in the Shares involves a high degree of risk. (d) The undersigned is an "accredited investor", as that term is defined in Rule 501(a) of Regulation D of the Securities Act (such definition is provided on Exhibit A annexed hereto). (e) The undersigned is acquiring the Shares solely for the undersigned's own account for investment and not with a view to resale or distribution of any of the Shares; (f) The undersigned may be required to bear the economic risk of the investment indefinitely because none of the Shares may be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from registration is available. The Company is not obligated to register the shares under the Securities Act or any state securities law. Any resale of the Shares can be made only pursuant to (i) a Registration Statement under the Securities Act which is effective and current at the time of sale or (ii) a specific exemption from the registration requirements of the Securities Act. In claiming any such exemption, the undersigned will, prior to any offer or sale or distribution of any Shares advise the Company and, if requested, provide the Company with a favorable written opinion of counsel, in form and substance satisfactory to counsel to the Company, as to the applicability of such exemption to the proposed sale or distribution; (g) The undersigned also understands that the exemption afforded by Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act ("Rule 144") will not become available for at least one year from the date of payment for the Shares and any sales in reliance on Rule 144, if then available, can be made only in accordance with the terms and conditions of that rule, including, among other things, a requirement that the Company then be subject to, and current, in its periodic filing requirements under the Securities Exchange Act of 1934 (the "Exchange Act") and, among other things, a limitation on the amount of Shares that may be sold in specified time periods and the manner in which the sale can be made; that, while the Company's Common Stock is registered under the Exchange Act and the Company is presently subject to the periodic reporting requirements of the Exchange Act, there can be no assurance that the Company will remain subject to such reporting obligations or current in its filing obligations; and that, in case Rule 144 is not applicable to a disposition of the Shares, compliance with the registration provisions of the Securities Act or some other exemption from such registration provisions will be required; (h) Legends shall be placed on the certificates evidencing the Shares to the effect that such shares of Common Stock have not been registered under the Securities Act or applicable state securities laws and appropriate notations thereof will be made in the Company's stock books. Stop transfer instructions will be placed with the transfer agent of the securities constituting the Stock; and (i) The undersigned is under no obligation to render any publicity about the Company, but if it does, it will appropriately reflect its ownership of the Shares. Very truly yours, RAM CAPITAL MANAGEMENT TRUST By: -------------------------------------- Tax I.D. No. 65-0844308 Steven Oshinsky, Address: 23350 Water Circle General Manager Boca Raton, Florida 33486 EXHIBIT A --------- The term "accredited investor" refers to any person or entity who comes within any of the following categories: 1. Any bank as defined in Section 3(a)(2) of the Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; any insurance company as defined in Section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of the Investment Company Act of 1940; any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of Title I of the Employment Retirement Income Security Act of 1974 ("ERISA"), if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, a saving and loan association, insurance company or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; 2. Any private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940; 3. Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; 4. Any director or executive officer of the Company; 5. Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase, exceeds $1,000,000; 6. Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; 7. Any trust, with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506 of Regulation D; or 8. Any entity in which all of the equity owners are accredited investors. -----END PRIVACY-ENHANCED MESSAGE-----