UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Alternate Marketing Networks, Inc.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
02145P-10-6
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(CUSIP Number)
GREG R. SAMUEL
HAYNES AND BOONE, LLP
901 MAIN STREET, SUITE 3100
DALLAS, TEXAS 75202
(214) 651-5000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 1, 2002
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(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 Sections 240.13d-1(e), (f) or (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 Section 240.13d-7(b) 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).
SCHEDULE 13D
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CUSIP No. 02145P-10-6 Page 2 of 8
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hencie International, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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7 SOLE VOTING POWER
NUMBER OF
SHARES 679,163
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
679,163
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
679,163
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
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14 TYPE OF REPORTING PERSON
CO
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CUSIP No. 02145P-10-6 Page 3 of 8
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anwar Fatehdin
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF
SHARES 679,163
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
679,163
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
679,163
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
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14 TYPE OF REPORTING PERSON
IN
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ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the shares of common stock, par
value $.01 per share (the "Common Stock"), of Alternate Marketing
Networks, Inc., a Delaware corporation ("ALTM"). On August 1, 2002,
ALTM acquired Hencie, Inc, a Delaware corporation ("Hencie") pursuant
to an amended and restated agreement and plan of reorganization dated
May 31, 2002 by and among Alternate Marketing Networks, Inc., a
Michigan corporation, ALTM, ALTM Combination Co., a Delaware
corporation, Hencie, Adil Khan and certain stockholders of Hencie
including Hencie International, Inc. (the "Agreement").
Pursuant to the Agreement, Hencie International, Inc. received
679,163 shares of Common Stock (the "Shares").
The principal executive offices of ALTM are located at One
Ionia, S.W., Suite 520, Grand Rapids, Michigan 49503.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed on behalf of Hencie International,
Inc. ("Hencie International") and Anwar Fatehdin. In addition, as
required by General Instruction C of Schedule 13D, information is being
provided in the responses to Items 2 through 6 below with respect to
each executive officer and director of Hencie International and each
person controlling Hencie International.
(a) HENCIE INTERNATIONAL
Hencie International is a Texas corporation primarily engaged
in construction. The principal executive offices of Hencie
International are located at 2708 National Circle, Garland, Texas
75041.
Hencie International has not been convicted in a criminal
proceeding during the last five years. During the last five years,
Hencie International was not a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result
of which it 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.
(b) EXECUTIVE OFFICERS, DIRECTORS AND CONTROL PERSONS
(i) Anwar Fatehdin is the sole executive officer, the sole
director and the sole shareholder of Hencie International. His
principal occupation is civil engineer. Mr. Fatehdin's principal
business address is 2708 National Circle, Garland, Texas 75041. Mr.
Fatehdin is a United States citizen.
Mr. Fatehdin has not been convicted in a criminal proceeding
during the last five years. He was not a party during the last five
years to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he 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 AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) HENCIE INTERNATIONAL
The Shares were acquired pursuant to the Agreement in exchange
for 2,419,857 shares of Hencie stock held by Hencie International.
(b) EXECUTIVE OFFICERS, DIRECTORS AND CONTROL PERSONS
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION.
(a) HENCIE INTERNATIONAL
Hencie International acquired the Shares reported in this
Schedule 13D for investment purposes. Hencie International has no plans
or proposals that relate to or would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D.
(b) EXECUTIVE OFFICERS, DIRECTORS AND CONTROL PERSONS
Anwar Fatehdin does not have any plans or proposals that
relate to or would result in any of the actions specified in clauses
(a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) HENCIE INTERNATIONAL
On August 1, 2002, pursuant to the Agreement, Hencie
International acquired all 679,163 of the Shares. Hencie International
beneficially owns, and has the sole power to vote and dispose of, all
679,163 of the Shares. The Shares constitute approximately 7.7% of
ALTM's outstanding common stock. Hencie International has not effected
any other transactions in Common Stock during the past 60 days.
(b) EXECUTIVE OFFICERS, DIRECTORS, AND CONTROL PERSONS
Anwar Fatehdin may be deemed to be the beneficial owner of the
Shares held of record by Hencie International by virtue of his
relationship with Hencie International. Mr. Fatehdin has not effected
any other transactions in Common Stock during the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
(a) HENCIE INTERNATIONAL
Incorporated by reference from the Agreement and from the
Registration Rights Agreement, dated as of August 1, 2002, by and among
ALTM, certain officers and directors of ALTM, Alternate Marketing
Networks, Inc., a Michigan corporation, ALTM Combination Co., a
Delaware corporation, Hencie and certain stockholders of Hencie
including Hencie International (the "Registration Rights Agreement").
Other than the Agreement and the Registration Rights
Agreement, there are no contracts, arrangements, understandings,
agreements or relationships (legal or otherwise) between Hencie
International and any person with respect to the securities of ALTM.
(b) EXECUTIVE OFFICERS, DIRECTORS AND CONTROL PERSONS
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A -- Amended and Restated Agreement and Plan of
Reorganization dated May 31, 2002 by and
among Alternate Marketing Networks, Inc., a
Michigan corporation, ALTM, ALTM Combination
Co., a Delaware corporation, Hencie, Adil
Khan and certain stockholders of Hencie
(incorporated by reference to Appendix A to
the Definitive Proxy Statement on Schedule
14A filed by ALTM with the Securities and
Exchange Commission as of June 17, 2002).
Exhibit B -- Registration Rights Agreement, dated as of
August 1, 2002, by and among ALTM, certain
officers and directors of ALTM, Alternate
Marketing Networks, Inc., a Michigan
Corporation, ALTM Combination Co., a
Delaware Corporation, Hencie and certain
stockholders of Hencie.
Exhibit C -- Joint Filing Agreement.
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: August 9, 2002
HENCIE INTERNATIONAL, INC.
By: /s/ ANWAR FATEHDIN
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Name: Anwar Fatehdin
Title: President and Chief Executive Officer
/s/ ANWAR FATEHDIN
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Anwar Fatehdin
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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A -- Amended and Restated Agreement and Plan of
Reorganization dated May 31, 2002 by and among
Alternate Marketing Networks, Inc., a Michigan
corporation, ALTM, ALTM Combination Co., a Delaware
corporation, Hencie, Adil Khan and certain
stockholders of Hencie (incorporated by reference to
Appendix A to the Definitive Proxy Statement on
Schedule 14A filed by ALTM with the Securities and
Exchange Commission as of June 17, 2002).
B -- Registration Rights Agreement, dated as of August 1,
2002, by and among ALTM, certain officers and
directors of ALTM, Alternate Marketing Networks,
Inc., a Michigan Corporation, ALTM Combination Co., a
Delaware Corporation, Hencie and certain stockholders
of Hencie.
C -- Joint Filing Agreement.