-----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, OX0ekZl2XtfKR2gsGW8OjcteKSr/u8za1158dMeZWiwa99rj7ioF5ATj7LHXScpp 7gJycnr3c3I3VyMfR1nreA== 0000897485-99-000033.txt : 19990413 0000897485-99-000033.hdr.sgml : 19990413 ACCESSION NUMBER: 0000897485-99-000033 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990412 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ELXSI CORP /DE// CENTRAL INDEX KEY: 0000712843 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 770151523 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-35748 FILM NUMBER: 99591663 BUSINESS ADDRESS: STREET 1: 3500 RIO VISTA AVENUE STREET 2: SUITE A CITY: ORLANDO STATE: FL ZIP: 32805 BUSINESS PHONE: 4078491090 MAIL ADDRESS: STREET 1: 3500 RIO VISTA AVENUE STREET 2: SUITE A CITY: ORLANDO STATE: FL ZIP: 32805 FORMER COMPANY: FORMER CONFORMED NAME: ELXSI CORP /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ELXSI LTD DATE OF NAME CHANGE: 19870920 FORMER COMPANY: FORMER CONFORMED NAME: TRILOGY LTD DATE OF NAME CHANGE: 19870127 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KELLOGG PETER R CENTRAL INDEX KEY: 0000897485 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O SPEAR LEEDS & KELLOGG STREET 2: 120 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10271 BUSINESS PHONE: 2124337070 MAIL ADDRESS: STREET 1: 120 BROADWAY STREET 2: C/O SPEAR LEEDS & KELLOGG CITY: NEW YORK STATE: NY ZIP: 10271 SC 13G 1 CUSIP No. 268613205 13G Page 2 of 4 Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________ SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 ELXSI Corp. (Name of Issuer) Common Shares, $0.001 par value (Title of Class of Securities) 268613205 (CUSIP Number) March 16, 1999 (Date of Event Which Requires Filing of this statement) This Schedule 13G is being filed pursuant to Rule 13d-1(h) of the Securities Exchange Act of 1934, as amended. Check the appropriate box to designate the rule pursuant to which this Schedule is filed: Rule 13d-1(b) X Rule 13d-1(c) Rule 13d-1(d) _________________________________________________________________ 1. NAME OF REPORTING PERSON: Peter R. Kellogg S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON _____ __________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) x _________________________________________________________________ 3. SEC USE ONLY _________________________________________________________________ 4. CITIZENSHIP OR PLACE OF ORGANIZATION USA _________________________________________________________________ NUMBER OF 5. SOLE VOTING POWER NUMBER OF SHARES 0* (See discussion following item 10) SHARES BENEFICIALLY 6. SHARED VOTING POWER 0 * OWNED BY _______________________________________ EACH 7. SOLE DISPOSITIVE POWER 100,000 REPORTING __________________________________________________ PERSON WITH 8. SHARED DISPOSITIVE POWER 630,900 __________________________________________________________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 730,900 (iv) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (iv) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 16.40% 12. TYPE OF REPORTING PERSON IN Item 1. Item 1(a): Name of Issuer: ELXSI Corp. Item 1(b): Address of Issuer's Principal Executive Offices: 4209 Vineland Road, Suite J-I Orlando, FL 32811 Item 2. Item 2(a): Name of Person Filing: Peter R. Kellogg Item 2(b): Address of Principal Business Office or, if None, Residence: 120 Broadway New York, NY 10271 Item 2c: Citizenship: U.S.A. Item 2(d): Title of Class of Securities: Common Shares, $0.001 par value Item 2(e): CUSIP Number: 268613-20-5 Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: (iv) Broker or dealer registered under Section 15 of the Exchange Act, (b) Bank as defined in Section 3(a)(6) of the Exchange Act, (c) Insurance company as defined in Section 3(a)(19) of the Exchange Act, (d) Investment Company registered under Section 8 of the Investment Company Act, (e) An investment adviser in accordance with Rule 13d- 1(b)(1)(ii)(E), (f) An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F), (g) A parent holding Company, or control person in accordance with Rule 13d-1(b)(ii)(G), (h) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) A church plan that is excluded from the definition of an investment company under Section 3c(14) of the Investment Company Act. (j) Group, in accordance with Rule 13d-1(b)(ii)(J) If this statement is filed pursuant to Rule 13d-1c, check this box. X Item 4. Ownership: (iv) Amount Beneficially Owned: 730,900 (iv) Percent of Class: 16.40% (iv) Number of shares as to which such person has: (iv) Sole power to vote or to direct the vote: 0 (iv) Shared power to vote or direct the vote: 0 (iv) Sole power to dispose or direct the disposition Of: 100,000 (iv) Shared power to dispose or to direct the Disposition of: 630,900 Item 5.Ownership of Five Percent or Less of a Class. N/A Item 6.Ownership of More Than Five Percent on Behalf of Another Person. N/A Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. N/A Item 8.Identification and Classification of Members of the Group. N/A Item 9. Notice of Dissolution of Group: N/A Item 10. Certification. On or about March 16, 1999, Peter R. Kellogg, on his own behalf and on the behalf of Cynthia Kellogg, IAT Reinsurance, the Peter and Cynthia Kellogg Foundation, and NOM Trust U/W/O James C. Kellogg III (collectively referred to as "Kellogg"), entered into an agreement with Alexander M. Milley ("AMilley") and the Issuer relating to the ownership and voting of securities of the Issuer. This agreement, amongst other things, provides for an irrevocable proxy (the Kellogg Standstill Agreement) for all the shares of Common Stock held by Kellogg. In addition, Kellogg has granted a right of first refusal over any shares of Common Stock or Other Voting Securities owned by them to AMilley. These agreements are described in detail in the Schedule 13D, Amendment 14, filed by Alexander M. Milley and certain Securities and Exchange Commission filings of the Issuer. By virtue of the Standstill Agreement and Kellogg-AMilley proxy, Kellogg and AMilley (along with the Amendment Statement filers) may be deemed to have formed a Group pursuant to Rule 13d of the Securities Exchange Act of 1934. Therefore, Kellogg 1) disclaims beneficial ownership of any shares of the Issuer owned by AMilley and the Amendment Statement Filers, 2) disclaims membership in any group comprised by AMilley and the Amendment Statement Filers; and 3) disclaims responsibility for the filing of any statement under Section 13 by AMilley and the Amendment Statement Filers. 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. 04/12/99 Date Peter R. Kellogg Signature -----END PRIVACY-ENHANCED MESSAGE-----