SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT #2
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)
Alphanet Solutions, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
020787 10 7
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(CUSIP NUMBER)
Fallen Angel Equity Fund, L.P.
c/o Fallen Angel Capital, LLC
960 Holmdel Road
Holmdel, New Jersey 07733
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- with copies to -
Michael G. Tannenbaum, Esq.
Tannenbaum Helpern Syracuse & Hirschtritt
900 Third Avenue - 13th Floor
New York, New York 10022
(212) 508-6700
August 10, 1999
(Date of event which requires
filing of this statement)
CUSIP No. 020787 10 7
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(e), 13d-1(f) or 13d-1(g) check the following box
[ ]
Page 1 of 6 Pages
<PAGE>
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| CUSIP NO. 020787 10 7 | 13D | Page 2 of 6 |
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Fallen Angel Equity Fund, L.P.
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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
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
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NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 634,900 shares of common stock
BENEFICIALLY | 8 | SHARED VOTING POWER
OWNED BY | | 0
EACH | 9 | SOLE DISPOSITIVE POWER
REPORTING | | 634,900 shares of common stock
PERSON WITH | 10 | SHARED DISPOSITIVE POWER
| | 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
634,900 shares of Common Stock
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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)
10.16% of Common Stock
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14 TYPE OF REPORTING PERSON
PN
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Page 2 of 6 Pages
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CUSIP No. 566323309 SCHEDULE 13D
Item 1. Security and Issuer.
Security Acquired: Common Stock, $.01 par value
Issuer: AlphaNet Solutions, Inc. (the "Issuer")
7 Ridgedale Avenue
Cedar Knolls, N.J. 07927
Item 2. Identity and Background.
Fallen Angel Equity Fund, L.P. (the "Partnership") is a Delaware limited
partnership. The Partnership invests in, holds, sells, trades, on margin or
otherwise, and otherwise deals in securities and other intangible investment
instruments, consisting principally, but not solely, of stocks, bonds, notes,
bills, derivatives and other securities and instruments that are traded in
public markets. The Partnership is located at c/o Fallen Angel Capital, LLC, 960
Holmdel Road, Holmdel, New Jersey 07733. The general partner of the Partnership
is Fallen Angel Capital, LLC (the "General Partner"). The Partnership has not
been convicted in a criminal proceeding during the last five (5) years. The
Partnership is not, and during the past five (5) years was not, a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result thereof, subject to any 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.
The General Partner is located at 960 Holmdel Road, Holmdel, New Jersey
07733. The manager of the General Partner is Barry Goldsmith. The business
address of Mr. Goldsmith is 960 Holmdel Road, Holmdel, New Jersey 07733. The
General Partner and Mr. Goldsmith have not been convicted in a criminal
proceeding during the last five (5) years. The General Partner and Mr. Goldsmith
are not, and during the past five (5) years were not, a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result thereof, subject to any 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.
Mr. Ira Cohen, a member of the General Partner, is a director of the
Issuer.
Item 3. Source and Amount of Funds or Other Consideration.
The Partnership acquired the common stock of the Issuer through the
working capital of the Partnership. Mr. Goldsmith does not directly own any
shares of the Issuer.
Page 3 of 6 Pages
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Item 4 Purpose of Transaction
The purpose of the transactions reported by this Schedule 13D was and is
investment in the securities of the Issuer. The Partnership seeks to generate
returns by investing in public companies in the information technology industry
that have "fallen from favor." The Partnership identifies companies with
undervalued securities and acquires significant minority stakes in them. The
Partnership continues to believe that the shares of the Issuer remain
undervalued at the time of this filing. The Partnership intends to pay close
attention to developments at and pertaining to the Issuer, and, subject to
market conditions and other factors deemed relevant to it, the Partnership may
purchase, directly or indirectly, additional shares of the Issuer's stock or
dispose of some or all of such shares in open-market purchases or privately
negotiated transactions. Furthermore, the Issuer may from time to time contact
large shareholders with a view towards discussing the acquisition of their
shares. While the Partnership has no present plans or proposals that relate to
or would result in any change in the business, policies, management, structure
or capitalization of the Issuer, the Partnership may communicate with
shareholders and various parties including the management and the board of
directors of the Issuer concerning the possible ways to increase shareholder
value. Other than as described above, neither the Partnership nor Mr. Goldsmith
have plans or proposals which would result in any of the following:
a. the acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
b. an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
c. a sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
d. 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 vacancies on the board;
e. any material change in the present capitalization or dividend policy
of the Issuer;
f. any other material change in the Issuer's business or corporate
structure;
g. changes in the Issuer's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
the Issuer by any person;
h. 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 interdealer quotation system of a registered national securities
association;
Page 4 of 6 Pages
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i. causing a class of securities of the Issuer to become eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
j. any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) - (b) As of the date of this Schedule 13D, the Partnership owns 634,900
shares of the Issuer's common stock, representing in the aggregate approximately
10.16% of the Issuer's 6,250,790 shares outstanding as of July 30, 1999 (based
upon information obtained from the Issuer's latest 10-Q).
(c) The following presents a list of purchases (including acquisitions by way of
distributions) and sales of all shares by the Partnership since the most recent
filing of 13D, including the price per Share and the means by which such
purchase or sale was effected.
<TABLE>
<S> <C> <C> <C> <C>
Identity Date Amount of Securities Price/Share Type
Partnership 8/10/99 126,400 $4.19272 open-market purchase
Partnership 8/11/99 500 $4.33000 open-market purchase
Partnership 8/12/99 2,000 $4.26750 open-market purchase
Partnership 8/18/99 5,000 $4.38800 open-market purchase
Partnership 8/18/99 7,500 $4.38700 open-market purchase
</TABLE>
(d) Not applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Not Applicable.
Item 7. Material to be Filed as Exhibits
Not Applicable.
Page 5 of 6 Pages
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Signatures
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: August 19, 1999
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Signature
/s/ Barry Goldsmith
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Name/Title
Barry Goldsmith, Manager, Fallen Angel Capital, LLC, General Partner of the
Partnership
Page 6 of 6 Pages
