Unassociated Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
 
Wilhelmina International, Inc. 
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)

968235 101
(CUSIP Number)
 
Dieter Esch, 1090 Primrose Place, Park City, UT 84098, (435) 615-1227
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
November 18, 2009
(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 o.
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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).
 
(Continued on following pages)
(Page 1 of 6 Pages)

 
 
 
 
     
  CUSIP No.  968235 101
13D
  Page 2 of 6 Pages  
 
           
1   NAMES OF REPORTING PERSON
   
   
 
LOREX INVESTMENTS AG
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a)   x 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
 
OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Switzerland
       
  7   SOLE VOTING POWER
     
NUMBER OF  
30,882,553
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
30,882,553
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
30,882,553
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
23.9%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)*
   
  CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 
 
 
     
  CUSIP No.  968235 101
13D
  Page 3 of 6 Pages  
 
           
1   NAMES OF REPORTING PERSON
   
   
 
Dieter Esch
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a)   x 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
 
OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Germany
       
  7   SOLE VOTING POWER
     
NUMBER OF  
0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY  
30,882,553
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
0
       
WITH 10   SHARED DISPOSITIVE POWER
     
   
30,882,553
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
30,882,553
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
23.9%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)*
   
  IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 
 
 
     
  CUSIP No.  968235 101
13D
  Page 4 of 6 Pages  
 
           
1   NAMES OF REPORTING PERSON
   
   
 
Peter Marty
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a)   x 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
 
OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Switzerland
       
  7   SOLE VOTING POWER
     
NUMBER OF  
0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY  
30,882,553
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
0
       
WITH 10   SHARED DISPOSITIVE POWER
     
   
30,882,553
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
30,882,553
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
23.9%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)*
   
  IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 
 
 
Page 5 of 6 Pages

The following constitutes Amendment No. 1 to the Schedule 13D filed jointly by the undersigned, Dieter Esch, an individual, Lorex Investments AG, a corporation organized under the laws of Switzerland, and Peter Marty, an individual (the “Reporting Persons”), relating to shares of the Common Stock (“Common Stock”) of Wilhelmina International, Inc., a Delaware corporation (“Issuer”). This Amendment amends the Schedule 13D as specifically set forth below.
 
Item 4.
Purpose of Transaction.
 
The last paragraph of Item 4 is amended and restated to read as follows:

The Reporting Persons now intend to effect changes in the present Board of Directors and management of the Issuer. The Reporting Persons are coordinating efforts in this regard with Krassner Family Investments Limited Partnership, a Nevada limited partnership (“KFILP”), Krassner Investments, Inc., a Nevada corporation, and Brad Krassner, an individual (together, the “Krassner Interests”). The Krassner Interests own beneficially 30,599,757 shares of Common Stock, representing approximately 23.6% of the issued and outstanding Common Stock of Issuer. The Reporting Persons and the Krassner Interests may comprise a ‘group’ for purposes of Schedule 13D filing requirements, and are filing separate amendments to their respective Schedules 13D pursuant to SEC Regulations Section 240.13d-1(k)(2).  The Reporting Persons and the Krassner Interests have designated Dieter Esch and Brad Krassner as members of the Issuer’s Board of Directors pursuant to rights described in the Reporting Persons’ and Krassner Interests’ original Schedules 13D, to replace directors originally designated by them who have resigned. The Reporting Persons and Krassner Interests also intend to nominate candidates for election to the Board. The Reporting Persons and the Krassner Interests may also seek to effect changes in the current capitalization of the Issuer, which could involve loans to or the acquisition of securities of the Issuer by the Reporting Persons, the Krassner Interests or other current stockholders of the Issuer, and may consider other transactions or proposals that are believed to be beneficial to the Issuer.

None of Dieter Esch, Lorex Investments AG or Peter Marty has any current plans or proposals which relate to or would result in: (a) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (b) a sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries; (c) except as described above, any material change in the Issuer’s business or corporate structure; (d) 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 other person; (e) 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; (f) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (g) any similar action to those enumerated above.

 
Item 5.
Interest in Securities of the Company.
 
Item 5 is amended and restated to read as follows:

(a) The aggregate percentage of shares of Common Stock reported to be owned by the Reporting Persons is based upon 129,440,752 shares outstanding, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Current Report on Form 10-Q filed on November 17, 2009.
 
As of the filing date of this Statement, Lorex beneficially owned 30,882,553 shares of Common Stock, representing approximately 23.9% of the issued and outstanding Common Stock of the Issuer.
 
 
 
 

Page 6 of 6 Pages

Dieter Esch, as sole shareholder of Lorex, may also be deemed to beneficially own the 30,882,553 shares of Common Stock beneficially owned by Lorex.
 
Peter Marty, as the sole officer and director of Lorex, may also be deemed to beneficially own the 30,882,553 shares of Common Stock beneficially owned by Lorex.

The Reporting Persons and Krassner Interests together own beneficially 61,422,128 shares of Common Stock, representing approximately 47.5% of the issued and outstanding Common Stock of the Issuer.
 
(b) Mr. Esch and Mr. Marty share power to vote and dispose of the shares of Common Stock reported as beneficially owned by Lorex in this Statement.
 
(c) There have been no transactions in the securities of the Issuer by the Reporting Persons during the past 60 days.
 
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock.
 
(e) Not applicable.

SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated: November 20, 2009
 
 
/s/ Dieter Esch
  
 
Dieter Esch
  
       
       
 
Lorex Investments AG
  
       
 
By:
/s/ Peter Marty
  
 
Name:
Peter Marty
  
 
Title:
Director
  
       
       
 
/s/ Peter Marty
  
 
Peter Marty