SC 13D/A 1 y64288sc13dza.txt AMENDMENT NO. 1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1*) IFS International Holdings, Inc. (Name of Issuer) Common Stock, par value $.001 per share (Title of Class of Securities) 449515105 (CUSIP Number) William D. Regner, Esq. Debevoise & Plimpton 919 Third Avenue New York, NY 10022 (212) 909-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 30, 2002 ------------------------------------------------------- (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 ss.ss. 240.13d-1(3), 240.13d-1(f) or 240.13d-1(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 ss. 240.13d-7(b) for other parties to whom copies are to be sent. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purposes 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). *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. (1) Names of Reporting Persons Hestian Pty Limited S.S. or I.R.S. Identification Nos. of Above Persons (2) Check the Appropriate Box (a) [X] if a Member of a Group (b) [ ] (3) SEC Use Only (4) Source of Funds Not Applicable (See Item 3.) (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] (6) Citizenship or Place of New South Wales Organization Australia Number of Shares (7) Sole Voting Power None Beneficially Owned (8) Shared Voting Power 673,100 by Each Reporting (9) Sole Dispositive Power None Person With (10) Shared Dispositive Power 673,100 (11) Aggregate Amount Beneficially Owned by Each Reporting Person 673,100 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X] (13) Percent of Class Represented by Amount in Row 11 7.6% (14) Type of Reporting Person CO

2 (1) Names of Reporting Persons VB Family Trust S.S. or I.R.S. Identification Nos. of Above Persons (2) Check the Appropriate Box (a) [X] if a Member of a Group (b) [ ] (3) SEC Use Only (4) Source of Funds Not Applicable (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] (6) Citizenship or Place of Australian Organization Number of Shares (7) Sole Voting Power None Beneficially Owned (8) Shared Voting Power 989,767 by Each Reporting (9) Sole Dispositive Power None Person With (10) Shared Dispositive Power 989,767 (11) Aggregate Amount Beneficially Owned by Each Reporting Person 989,767 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X] (13) Percent of Class Represented by Amount in Row 11 11.2% (14) Type of Reporting Person CO

3 (1) Names of Reporting Persons VB Racing Pty Limited S.S. or I.R.S. Identification Nos. of Above Persons (2) Check the Appropriate Box (a) [X] if a Member of a Group (b) [ ] (3) SEC Use Only (4) Source of Funds Not Applicable (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] (6) Citizenship or Place of Australian Organization Number of Shares (7) Sole Voting Power None Beneficially Owned (8) Shared Voting Power 989,767 by Each Reporting (9) Sole Dispositive Power None Person With (10) Shared Dispositive Power 989,767 (11) Aggregate Amount Beneficially Owned by Each Reporting Person 989,767 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X] (13) Percent of Class Represented by Amount in Row 11 11.2% (14) Type of Reporting Person CO

4 (1) Names of Reporting Persons Christopher van Brugge S.S. or I.R.S. Identification Nos. of Above Persons (2) Check the Appropriate Box (a) [X] if a Member of a Group (b) [ ] (3) SEC Use Only (4) Source of Funds Not Applicable (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] (6) Citizenship or Place of Australian Organization Number of Shares (7) Sole Voting Power 100,000 Beneficially Owned (8) Shared Voting Power 989,767 by Each Reporting (9) Sole Dispositive Power 100,000 Person With (10) Shared Dispositive Power 989,767 (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,089,767 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X] (13) Percent of Class Represented by Amount in Row 11 12.2% (14) Type of Reporting Person IN

5 (1) Names of Reporting Persons Brian Michael Sherman S.S. or I.R.S. Identification Nos. of Above Persons (2) Check the Appropriate Box (a) [X] if a Member of a Group (b) [ ] (3) SEC Use Only (4) Source of Funds Not Applicable (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] (6) Citizenship or Place of Australian Organization Number of Shares (7) Sole Voting Power None Beneficially Owned (8) Shared Voting Power 673,100 by Each Reporting (9) Sole Dispositive Power None Person With (10) Shared Dispositive Power 673,100 (11) Aggregate Amount Beneficially Owned by Each Reporting Person 673,100 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X] (13) Percent of Class Represented by Amount in Row 11 7.6% (14) Type of Reporting Person IN

6 (1) Names of Reporting Persons Dr. Gene Rosalie Sherman S.S. or I.R.S. Identification Nos. of Above Persons (2) Check the Appropriate Box (a) [X] if a Member of a Group (b) [ ] (3) SEC Use Only (4) Source of Funds Not Applicable (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] (6) Citizenship or Place of Organization Australian Number of Shares (7) Sole Voting Power None Beneficially Owned (8) Shared Voting Power 673,100 by Each Reporting (9) Sole Dispositive Power None Person With (10) Shared Dispositive Power 673,100 (11) Aggregate Amount Beneficially Owned by Each Reporting Person 673,100 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X] (13) Percent of Class Represented by Amount in Row 11 7.6% (14) Type of Reporting Person IN

7 (1) Names of Reporting Persons Escotwo Pty Limited S.S. or I.R.S. Identification Nos. of Above Persons (2) Check the Appropriate Box (a) [X] if a Member of a Group (b) [ ] (3) SEC Use Only (4) Source of Funds Not Applicable (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] (6) Citizenship or Place of New South Wales Organization Australian Number of Shares (7) Sole Voting Power None Beneficially Owned (8) Shared Voting Power 673,100 by Each Reporting (9) Sole Dispositive Power None Person With (10) Shared Dispositive Power 673,100 (11) Aggregate Amount Beneficially Owned by Each Reporting Person 673,100 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X] (13) Percent of Class Represented by Amount in Row 11 7.6% (14) Type of Reporting Person CO

8 (1) Names of Reporting Persons Kirman Pty Limited S.S. or I.R.S. Identification Nos. of Above Persons (2) Check the Appropriate Box (a) [X] if a Member of a Group (b) [ ] (3) SEC Use Only (4) Source of Funds Not Applicable (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] (6) Citizenship or Place of New South Wales Organization Australian Number of Shares (7) Sole Voting Power None Beneficially Owned (8) Shared Voting Power 673,100 by Each Reporting (9) Sole Dispositive Power None Person With (10) Shared Dispositive Power 673,100 (11) Aggregate Amount Beneficially Owned by Each Reporting Person 673,100 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X] (13) Percent of Class Represented by Amount in Row 11 7.6% (14) Type of Reporting Person CO

9 AMENDMENT NO. 1 TO SCHEDULE 13D This Amendment No. 1 to Schedule 13D is filed by Hestian Pty Limited, VB Family Trust, VB Racing Pty Limited, Escotwo Pty Limited, Kirman Pty Limited, Christopher van Brugge, Brian Michael Sherman and Dr. Gene Rosalie Sherman (together, the "Reporting Persons") to supplement and amend the Schedule 13D originally filed by each of the Reporting Persons, on July 31, 2002 (the "Schedule 13D"). On September 30, 2002, Hestian Pty Limited, VB Family Trust and The Shaar Fund Ltd. entered into Memorandum of Understanding with respect to their respective investments in the Issuer. A copy of the Memorandum of Understanding is filed as Exhibit 4 hereto. All items of the Schedule 13D are hereby supplemented and amended as set out below. All capitalized terms used herein without other definition shall have the same meanings as provided in the Schedule 13D. ITEM 1. Item 1 is supplemented by adding the following: (c) Title of Class of Securities The Issuer has also issued, to The Shaar Fund Ltd. ("Shaar"), common stock purchase warrants ("Purchase Warrants") and Series B 5% Convertible Preferred Stock ("Series B Preferred Stock") and has agreed to issue to Shaar Series 2002 Voting Preferred Stock ("2002 Preferred Stock"). All of the foregoing are convertible into shares of Common Stock. ITEM 4. Purpose of Transaction. Item 4 is supplemented by adding the following: On September 30, 2002, Hestian, VB Family Trust and Shaar entered into a Memorandum of Understanding (the "MOU") with respect to their investments in the Issuer, a copy of which is filed as Exhibit 4 hereto and which is incorporated herein by reference. Pursuant to the MOU, Hestian, VB Family Trust and Shaar have agreed to form a limited liability company ("Newco") that will hold their collective interests in the Issuer. On the same date, September 30, 2002, Shaar entered into an agreement, a copy of which if filed as Exhibit A to Exhibit 4 hereto and which is incorporated herein by reference, with the Issuer to amend the terms of the Series B Preferred Stock. Pursuant to such agreement Shaar will exchange its Series B Preferred Stock for shares of 2002 Preferred Stock, which Shaar will hold until the Issuer amends the terms of the Series B Preferred Stock. Under the terms of the 2002 Preferred Stock and under the terms of the Series B Preferred Stock, as amended, Shaar will have voting rights equivalent to 65,000,000 shares of Common Stock. 10 Brugge and Shaar to Newco of their interests in the Issuer, Newco will hold a controlling equity interest in the Issuer. Hestian, VB Family Trust and Shaar intend, through Newco, to cause the Issuer to take actions intended to maximize shareholder value, including, without limitation, actions with respect to any of the matters set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D. Any strategies that the Reporting Persons may pursue will depend upon a number of factors, including, without limitation, current and anticipated future trading prices for the Common Stock, the financial condition, results of operations and prospects of the Issuer and its business, and general economic, market and industry conditions. ITEM 5. Interest in Securities of the Issuer. Items 5 (a)(i) through (iii) and (viii) are deleted in their entirety and replaced with the following: (a)(i) Hestian is the beneficial owner of 673,100 shares of Common Stock (the "Hestian Shares"), including 100,000 shares issuable upon the exercise of its Warrants. Assuming the exercise by Hestian of its Warrants for 100,000 shares, the shares of Common Stock beneficially owned by Hestian represent approximately 7.6% of the outstanding shares of Common Stock of the Issuer (based on the number of shares of Common Stock outstanding as of September 18, 2002); (ii) The VB Family Trust is the beneficial owner of 989,767 shares of Common Stock (the "VB Family Shares"), representing approximately 11.2% of the outstanding shares of Common Stock of the Issuer (based on the number of shares of Common Stock outstanding as of September 18, 2002); (iii) Mr. van Brugge is the beneficial owner of 100,000 shares, issuable upon the exercise of his Warrants, and may be deemed to be the beneficial owner of the VB Family Shares, as he is the sole shareholder and the sole director of VB Racing. Assuming the exercise by Mr. van Brugge of his Warrants for 100,000 shares, the aggregate amount of shares of Common Stock beneficially owned by Mr. van Brugge represents approximately 12.2% of the outstanding shares of Common Stock of the Issuer (based on the number of shares of Common Stock outstanding as of September 18, 2002); and (viii) for the purposes of this filing, the Reporting Persons may be deemed to be beneficial owners of the shares of Common Stock issuable upon conversion of the Purchase Warrants and Series 2002 Preferred Stock owned 11 by Shaar, by virtue of the MOU. Therefore the Reporting Persons and Shaar, to the extent they are deemed to be a group, may be deemed to beneficially own, on a fully diluted basis, securities with voting rights equivalent to an aggregate of approximately 66,962,867 shares of Common Stock, representing approximately 90.2% of the outstanding voting equity securities, on a fully diluted basis. The Reporting Persons disclaim beneficial ownership of such securities for all other purposes. ITEM 6. Item 6 is supplemented by adding the following: Please refer to Item 4 for details of the MOU. ITEM 7. Materials to Be Filed as Exhibits. Item 7 is supplemented by adding the following: Exhibit 3. List of Persons Filing Amendment No. 1 to Schedule 13D pursuant to Rules 13d-1(a) and 13d-2(a) under the Act. Exhibit 4. Memorandum of Understanding, dated as of September 30, 2002, among The Shaar Fund Ltd., Hestian Pty Limited and VB Family Trust. Exhibit 5. Agreement to Amend the Terms of Series B Preferred Stock, dated as of September 30, 2002 among The Shaar Fund Ltd. and IFS International Holdings, Inc. See Exhibit A to the Memorandum of Understanding filed as Exhibit 4 hereto. 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: October 1, 2002 HESTIAN PTY LIMITED By: /s/ Brian Michael Sherman -------------------------- Name: Brian Michael Sherman Title: Director 12 VB FAMILY TRUST By: /s/ Barry Sechos -------------------------- Name: Barry Sechos, as Attorney-in-fact for Christopher van Brugge Title: Director VB RACING PTY LIMITED By: /s/ Barry Sechos -------------------------- Name: Barry Sechos, as Attorney-in-fact for Christopher van Brugge Title: Director ESCOTWO PTY LIMITED By: /s/ Brian Michael Sherman -------------------------- Name: Brian Michael Sherman Title: Director KIRMAN PTY LIMITED By: /s/ Brian Michael Sherman -------------------------- Name: Brian Michael Sherman Title: Director CHRISTOPHER VAN BRUGGE, individually /s/ Barry Sechos ------------------------------------- Barry Sechos, as Attorney-in-fact for Christopher Van Brugge 13 BRIAN MICHAEL SHERMAN, individually /s/ Brian Michael Sherman ------------------------------------- DR. GENE ROSALIE SHERMAN, individually /s/ Gene Rosalie Sherman ------------------------------------- 14 INDEX OF EXHIBITS Exhibit 3. List of Persons Filing Amendment No. 1 to Schedule 13D pursuant to Rules 13d-1(a) and 13d-2(a) under the Act. Exhibit 4. Memorandum of Understanding, dated as of September 30, 2002, among The Shaar Fund Ltd., Hestian Pty Limited and VB Family Trust. Exhibit 5. Agreement to Amend the Terms of Series B Preferred Stock, dated as of September 30, 2002 among The Shaar Fund Ltd. and IFS International Holdings, Inc. See Exhibit A to the Memorandum of Understanding filed as Exhibit 4 hereto.

IFS INTERNATIONAL HOLDINGS INC SC 13D/A