SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. __________)*
EVCI Career Colleges Incorporated
---------------------------------
(Name of Issuer)
Common Stock, par value $.0001 per share
----------------------------------------
(Title of Class of Securities)
26926P100
--------------
(CUSIP Number)
Guy Spier
Aquamarine LLC
40 West 55 Street, Suite 5A
New York, NY 10019
Tel. (212) 716-1350
-------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 10, 2003
-------------------------------------------------------
(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 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 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.)
Page 1 of 10 Pages
CUSIP No.: 26926P100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Aquamarine Fund Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF 7 SOLE VOTING POWER - 589,623
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER - 589,623
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
589,623
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
14 TYPE OF REPORTING PERSON
CO
Page 2 of 10 Pages
CUSIP No.: 26926P100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Aquamarine Investment Management Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF 7 SOLE VOTING POWER - 589,623
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER - 589,623
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
589,623
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
14 TYPE OF REPORTING PERSON
CO
Page 3 of 10 Pages
CUSIP No.: 26926P100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Aquamarine LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER - 589,623
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER - 589,623
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
589,623
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
14 TYPE OF REPORTING PERSON
CO
Page 4 of 10 Pages
CUSIP No.: 26926P100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Guy Spier
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
NUMBER OF 7 SOLE VOTING POWER - 589,623
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER - 589,623
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
589,623
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
14 TYPE OF REPORTING PERSON
IN
Page 5 of 10 Pages
Item 1. Security and Issuer.
The class of equity securities to which this Statement on
Schedule 13D (this "Statement") relates is the common stock, par value $0.0001
per share (the "Common Stock"), of EVCI Career Colleges Incorporated, a Delaware
corporation (the "Company"), with its principal executive offices located at 35
East Grassy Sprain Road, Suite 200, Yonkers, NY 10710.
Item 2. Identity and Background.
The names of the persons filing this statement (the
"Statement") are Aquamarine Fund Inc. ("AF"), Aquamarine Investment Management
Corp. ("AIM"), Aquamarine LLC, and Guy Spier (collectively, the "Filers").
AF is a British Virgin Islands company. The address of AF's
principal business and principal office is Citco Building, Wickhams Cay, P.O.
Box 662, Road Town, Tortola, British Virgin Islands.
AIM is a British Virgin Islands company that serves as the
investment manager to AF. The address of AIM's principal business and principal
office is Citco Building, Wickhams Cay, P.O. Box 662, Road Town, Tortola,
British Virgin Islands.
Aquamarine LLC is an investment management firm and serves as
the sub-advisor to AIM. The address of Aquamarine LLC's principal business and
principal office is 40 West 55 Street, Suite 5A, New York, NY 10019.
Guy Spier is the managing member of Aquamarine LLC. Mr. Spier
is a citizen of Germany. Mr. Spier's address is 40 West 55 Street, Suite 5A, New
York, NY 10019.
During the last five years, none of the Filers have been (a)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (b) 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 Amount of Funds or Other Consideration
All 589,623 shares of Common Stock were acquired by the Filers
in various transactions on August 1, 2003 and are reflected in previous Schedule
13D filings. This filing is voluntary and represents a change in the percentage
based on a change in the aggregate number of securities outstanding. The Filers
purchased the Common Stock with working capital.
Item 4. Purpose of Transaction.
The Filers purchased the Common Stock for general investment
purposes and retain the right to change their investment intent.
Page 6 of 10 Pages
Subject to applicable legal requirements and the factors
referred to below, the Filers may purchase additional shares of Common Stock
from time to time in open market or privately negotiated transactions, but they
may determine at any time to dispose of all or a portion of its shares of Common
Stock. In determining whether to purchase additional shares or to dispose of its
shares, and in formulating any plan or proposal with respect to any transaction
between the Filers and the Company, the Filers intend to consider and review
various factors on a continuous basis, including the Company's financial
condition, business and prospects, other developments concerning the Company,
the reaction of the Company and its shareholders to the Filers' ownership of
Common Stock, the price and availability of shares of Common Stock, other
investment and business opportunities available to the Filers, developments with
respect to the Filers' business, and general economic, monetary and stock market
conditions.
Except as otherwise described herein, the Filers have no plan
or proposal with respect to the Company which relates to or would result in any
of the matters listed in Items 4(a) - (j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of the close of business on October 10, 2003, AF,
AIM, Aquamarine LLC and Guy Spier were the beneficial owners of (a) 471,698
shares of Common Stock, and (b) 117,925 warrants to purchase Common Stock, which
constitute in the aggregate 5.6% of the outstanding shares of Common Stock
(based on 10,624,418 shares of Common Stock outstanding as of October 10, 2003,
which in turn is based on information received from the Company and assumes the
exercise of the warrants held by the Filers into Common Stock).
Except as described in the preceding paragraph, none
of the Filers beneficially own any shares of Common Stock.
(b) Each Filer has the sole power to vote, direct the
voting of, dispose of and direct the disposition of the Common Stock owned by it
as described in Item 5(a) above.
(c) Transactions in the Common Stock by the Filers
effected in the last 60 days are described in Schedule I hereto, which Schedule
is hereby incorporated by reference.
(d) The Filers have the sole right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the Common Stock owned by them.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
None of the Filers has any contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with
respect to any securities of the Company, including, but not limited to,
transfer or voting of any of the securities, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees or profits, division of
profits or loss, or the giving or withholding of proxies.
Page 7 of 10 Pages
Item 7. Material to be Filed as Exhibits.
No Exhibits have been attached.
Page 8 of 10 Pages
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.
October 31, 2003
AQUAMARINE FUND INC.
By /s/ SIMON GUSTAV SPIER
--------------------------------------
Simon Gustav Spier, Director
AQUAMARINE INVESTMENT MANAGEMENT CORP.
By
--------------------------------------
Name:
Title:
AQUAMARINE, LLC
By /s/ GUY SPIER
--------------------------------------
Guy Spier, Managing Member
/s/ GUY SPIER
-----------------------------------------
Guy Spier, Managing Member
Page 9 of 10 Pages
SCHEDULE I
Schedule of Transactions in the Shares
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Price
No. of per
Purchaser Date Shares Share Comment
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Page 10 of 10 Pages