-----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, FpG8tYHTC6n+yryMtNDEIfzH1dbtxDHcKLWo1XkMp0BC0ayjQNM/QsUwfk26If3B eRNjJtVir6BTf4rB1eVoiQ== 0001047469-99-000922.txt : 19990113 0001047469-99-000922.hdr.sgml : 19990113 ACCESSION NUMBER: 0001047469-99-000922 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990112 GROUP MEMBERS: ACQUEREN INC GROUP MEMBERS: DANIEL DROR & COMPANY, INC. GROUP MEMBERS: ERIC FRIEDMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HERTZ TECHNOLOGY GROUP INC CENTRAL INDEX KEY: 0001020726 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER & OFFICE EQUIPMENT [3570] IRS NUMBER: 133896069 FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-55051 FILM NUMBER: 99505064 BUSINESS ADDRESS: STREET 1: 75 VARICK ST STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10013-1917 BUSINESS PHONE: 2126344000 MAIL ADDRESS: STREET 1: 75 VARICK STREET STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10013 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ACQUEREN INC CENTRAL INDEX KEY: 0001010228 STANDARD INDUSTRIAL CLASSIFICATION: DRAWING AND INSULATING NONFERROUS WIRE [3357] IRS NUMBER: 133870908 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 601 HANSON ROAD CITY: KEMAH STATE: TX ZIP: 77565 BUSINESS PHONE: 2813344764 MAIL ADDRESS: STREET 1: 601 HANSON RD STREET 2: 601 HANSON RD CITY: KEMAH STATE: TX ZIP: 77565 SC 13D 1 SCH 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Hertz Technology Group, Inc. -------------------------------------------------------- (Name of issuer) Common Stock, par value $0.001 per share -------------------------------------------------------- (Title of class of securities) 0-21679 -------------------------------------------------------- (CUSIP number) Daniel Dror Acqueren, Inc. 601 Hanson Rd., Kemah, TX 77565 281-334-4764 -------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) December 31, 1998 -------------------------------------------------------- (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 / /. 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. (Continued on following pages) Page 1 of 4 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 (however, SEE the NOTES). CUSIP No. 0-21679 13D Page 2 of 4 Pages ------- --- --- - ------------------------------------------------------------------------------- (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons Acqueren, Inc. 13-3870908 Daniel Dror & Company, Inc. 76-0413985 Erick Friedman - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group* (a) /X/ (b) / / - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds* Acqueren, Inc. WC Erick Friedman PF - ------------------------------------------------------------------------------- (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Acqueren, Inc. - Delaware Corporation Daniel Dror & Company, Inc. - Texas Corporation Erick Friedman - U.S. - ------------------------------------------------------------------------------- (7) Sole Voting Power Acqueren, Inc. 93,000 Erick Friedman 10,000 NUMBER OF -------------------------------------------------- SHARES (8) Shared Voting Power BENEFICIALLY OWNED BY -------------------------------------------------- EACH (9) Sole Dispositive Power REPORTING Acqueren, Inc. 93,000 PERSON WITH Erick Friedman 10,000 -------------------------------------------------- (10) Shared Dispositive Power - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person Acqueren, Inc., 93,000 Erick Friedman 10,000 - ------------------------------------------------------------------------------- (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* / / - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 9.7% - ------------------------------------------------------------------------------- (14) Type of Reporting Person* Acqueren, Inc. CO Daniel Dror & Company, Inc. CO Erick Friedman IN - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! STATEMENT PURSUANT TO RULE 13D OF THE GENERAL RULES AND REGULATIONS UNDER THE SECURITIES AND EXCHANGE ACT OF 1934 ITEM 1. SECURITY AND ISSUER. The title of the class of equity securities to which this statement relates is common stock, par value $0.001 per share (the "Common Stock") of Hertz Technology Group, Inc. ("HERZ") (the "Issuer"), a Delaware corporation, 75 Varick St., 11th Floor, New York, NY 10013. ITEM 2. IDENTITY AND BACKGROUND. (a) The reporting entities under this Form 13D are Acqueren Inc., a Delaware corporation, Erick Friedman and Daniel Dror & Company, Inc., a Texas corporation, together the preceding entities are collectively sometimes referred to as the "Reporting Persons." The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934. Erick Friedman has served as director of American International Industries, Inc. since May 1998. Since 1989, Mr. Friedman has been employed by Yale University School of Music as a professor of music. Since 1968, Mr. Friedman has invested in various companies. (b) Acqueren, Inc. is principally engaged in investments. Acqueren, Inc. is wholly-owned subsidiary of American International Industries, Inc. Its principal office is located at 601 Hanson Road, Kennah, Texas 77565. (c) Daniel Dror & Company, Inc. is principally engaged in investments. Its principal office is located at 601 Hanson Road, Kemah, Texas 77565. (d) The name and principal occupation or employment of the directors, executive officers and controlling persons of Acqueren, Inc. are set forth below (the business address of all the following persons is 601 Hanson Rd., Kemah, Texas 77565): Daniel Dror is the chairman of the board, president, and chief executive officer of Acqueren, Inc. Mr. Dror has served as chairman of the board and chief executive officer of American International Industries, Inc. since September 1997. Since September 1993, Mr. Dror has served as chairman of the board and chief executive officer of Daniel Dror and Company, Inc. an investment and business management company. John W. Stump III is a director, the vice president, and chief financial officer of Acqueren, Inc. Mr. Stump has served as chief financial officer of American International Industries, Inc. since August 1998. Rebekah Laird-Ruthstrom is the secretary and treasurer of Acqueren, Inc. Ms. Laird-Ruthstrom has served as secretary, treasurer, and executive assistant secretary of American International Industries, Inc. since February 1998. Since September 1993, Ms. Laird-Ruthstrom has served as assistant secretary, treasurer, and executive assistant of Daniel Dror and Company, Inc. Jack Talan is a director of Acqueren, Inc. Mr. Talan has served as director of American International Industries, Inc. since September 1997. Since 1995, Mr. Talan has been a director of Microtel International, Inc., a public company. Since March 1993, Mr. Talan has been a director of World Wide Collectibles, a public company which markets a system designed to assure and protect the integrity of limited edition collectibles. Since 1990, Mr. Talan has been the principal and president of Jack Talan, Inc., a sales and marketing consulting company. The name, business address, principal occupation or employment of each director, executive officer and controlling person of Daniel Dror & Company, Inc. is set forth below (the business address of all the following persons is 601 Hanson Rd., Kemah, Texas 77565): Daniel Dror is the chairman of the board, president, and chief executive officer of Acqueren, Inc. Mr. Dror has served as chairman of the board and chief executive officer of American International Industries, Inc. since September 1997. Since September 1993, Mr. Dror has served as chairman of the board, president, and chief executive officer of Daniel Dror and Company, Inc. an investment and business management company. Pat Strong is the secretary of Daniel Dror and Company, Inc. Mr. Strong is an attorney. Rebekah Laird-Ruthstrom is the secretary and treasurer of Acqueren, Inc. Ms. Laird-Ruthstrom has served as secretary, treasurer, and executive assistant secretary of American International Industries, Inc. since February 1998. Since September 1993, Ms. Laird-Ruthstrom has served as assistant secretary, treasurer, and executive assistant of Daniel Dror and Company, Inc. The above individuals are citizens of the United States. (e) During the past five years, neither of the Reporting Persons nor any of the individuals listed above has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (f) During the past five years, neither of the Reporting Persons nor any of the individuals listed above has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATIONS. Acqueren, Inc., acquired 93,000 shares of Common Stock for a consideration of $154,337, from working capital. Erick Friedman acquired 10,000 shares of Common Stock for a consideration of $22,794 from personal funds. ITEM 4. PURPOSE OF TRANSACTION. The Reporting Person acquired and continue to hold the securities of the Issuer for investment purposes. Depending on market conditions and other factors that each of the Reporting Persons may deem relevant to its investment decision, such Reporting Person may purchase additional shares of Common Stock in the open market or in private transactions. Depending on these same factors, the Reporting Person may sell all or a portion of the shares of the Common Stock that it now owns or hereafter may acquire on the open market or in private transactions. The Reporting Person may determine that it would be in the best interest of the Reporting Person and the other shareholders of the Issuer for the Reporting Person to attempt to achieve a position of maximum influence in and/or to obtain control of the Issuer, in order to protect and/or enhance its investment. As such the Reporting Persons have had preliminary negotiations with the Issuer with respect to a possible business combination. However, no definitive agreements have been reached, and there can be no assurance that any such combination will occur. Accordingly, the Reporting Person reserves the right to take any and all action it deems appropriate for such protection or enhancement of, or otherwise in connection with, its investment. Except as set forth in this Item 4, the Reporting Persons do not have any present plans or proposals which relate to or would result in: (i) a sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries, (ii) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (iii) any material change in the present capitalization or dividend policy of the Issuer, (iv) any other material change in the Issuer's business or corporate structure, (v) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person, (vi) causing a class of securities of the Issuer 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, (vii) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, or (viii) any action similar to any of those enumerated above. 3 of 4 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. a) Acqueren, Inc. is the beneficial owner of an aggregate of 93,000 shares of the Common Stock of the Issuer, or 8.7% of the outstanding Common Stock. Erick Friedman is the beneficial owner of an aggregate of 10,000 shares of the Common Stock, or 1% of the outstanding Common Stock. b) The number of shares of Common Stock as to which there is sole power to vote or to direct a vote, shared power to vote or to direct the vote, sole power to dispose or direct the disposition, or shared power to dispose or direct the disposition for the Reporting Persons is set forth in the cover pages hereto, and such information is incorporated herein by reference. c) See Exhibit 99.2. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Daniel Dror & Company, Inc. has entered into a Consulting Agreement with the Issuer for a period of one year terminating December 31, 1999. In exchange for services rendered to the Issuer, Daniel Dror & Company, Inc. received a warrant to purchase 100,000 shares of Common Stock at an exercise price of $2.50 per share. At the date of this filing these shares were not considered to be beneficially owned pursuant to Rule 13d-3. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO. IDENTIFICATION OF EXHIBIT ----------- ------------------------- Exhibit 99.1 Joint Filing Agreement Exhibit 99.2 Item 5(c) - Description of Transactions
After reasonable inquiry and to the best of its knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. DATED: January 12, 1999 ACQUEREN, INC. /s/ Daniel Dror -------------------------------- By: Daniel Dror, President 4 of 4 EX-99.1 2 EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement to which this Exhibit is attached is filed on behalf of each of them. Dated: January 12, 1999 ACQUEREN, INC. By: /s/ Daniel Dror ---------------------------------- Daniel Dror, Chairman and Chief Executive Officer DANIEL DROR & COMPANY, INC. By: /s/ Daniel Dror ---------------------------------- Daniel Dror, President Erick Friedman By: /s/ Erick Friedman ---------------------------------- Erick Friedman EX-99.2 3 EXHIBIT 99.2 EXHIBIT 99.2 ITEM 5 (c) - DESCRIPTION OF TRANSACTIONS
- ----------------------------------------------------------- TRADE SHARES DATE BOUGHT PRICE COST - ----------------------------------------------------------- 11/03/98 33,333 Purchased in Open Market - ----------------------------------------------------------- 11/03/98 500 1.2500 $ 625.00 - ----------------------------------------------------------- 11/03/98 500 1.3125 $ 656.25 - ----------------------------------------------------------- 11/03/98 500 1.4375 $ 718.75 - ----------------------------------------------------------- 11/03/98 100 1.7188 $ 171.88 - ----------------------------------------------------------- 11/03/98 3,500 1.4688 $ 5,140.63 - ----------------------------------------------------------- 11/09/98 3,200 2.1250 $ 6,800.00 - ----------------------------------------------------------- 11/04/98 1,000 2.2500 $ 2,250.00 - ----------------------------------------------------------- 11/04/98 600 2.3750 $ 1,425.00 - ----------------------------------------------------------- 11/04/98 400 2.4375 $ 975.00 - ----------------------------------------------------------- 11/04/98 500 1.9375 $ 968.75 - ----------------------------------------------------------- 11/04/98 1,067 2.1563 $ 2,300.72 - ----------------------------------------------------------- 12/30/98 2,000 1.5000 $ 3,000.00 - ----------------------------------------------------------- 12/31/98 500 1.8750 $ 937.50 - ----------------------------------------------------------- 12/31/98 100 1.15/16 $ 193.75 - ----------------------------------------------------------- 12/31/98 2,000 2.0000 $ 4,000.00 - ----------------------------------------------------------- 12/31/98 2,400 2.1/16 $ 4,950.00 - ----------------------------------------------------------- 12/31/98 1,000 1.5938 $ 1,593.80 - ----------------------------------------------------------- 12/31/98 500 1.5313 $ 765.65 - ----------------------------------------------------------- 12/31/98 2500 1.9/16 $ 3,966.75 - ----------------------------------------------------------- 01/04/99 4000 2.9055 $11,622.00 - ----------------------------------------------------------- 01/04/99 3800 2.9836 $11,337.68 - ----------------------------------------------------------- 01/04/99 4000 2.9672 $11,868.80 - ----------------------------------------------------------- 01/04/99 4000 2.9016 $11,606.40 - ----------------------------------------------------------- 01/04/99 4000 2.9688 $11,875.20 - ----------------------------------------------------------- 01/04/99 3000 3.0917 $ 9,275.10 - ----------------------------------------------------------- 01/05/99 1000 3.1/16 $ 3,062.50 - ----------------------------------------------------------- 01/05/99 1000 3.3/16 $ 3,187.50 - ----------------------------------------------------------- 01/05/99 1000 3.25 $ 3,250.00 - ----------------------------------------------------------- 01/07/99 1000 3.5/16 $ 3,312.50 - ----------------------------------------------------------- - ----------------------------------------------------------- 01/11/99 10,000 3.25 $32,500.00 Purchased in Private Transaction - ----------------------------------------------------------- - ----------------------------------------------------------- 93,000 TOTAL 12/30/98 3,000 1.17/32 $ 4,593.75 Erick Friedman Purchased in Open Market - ----------------------------------------------------------- 12/31/98 7,000 2.6 $18,200.00 - ----------------------------------------------------------- - ----------------------------------------------------------- 10,000 TOTAL
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