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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. 1)*
Big City Bagels, Inc.
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(Name of Issuer)
Common Stock, $.001 par value
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(Title Class of Securities)
089090 10 4
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(CUSIP Number)
David Alan Miller, Esq.
Graubard Mollen & Miller
600 Third Avenue, New York, New York 10016-2097
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 7, 1998
- -------------------------------------------------------------------------------
(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).
(Continued on Following Pages)
(Page 1 of 13 pages)
<PAGE>
CUSIP No. 089090 10 4 13D Page 2 of 13 Pages
- ---------------------------- ---------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mark Weinreb
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|X|
(b)|_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO - See Item 3
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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
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ---------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 209,251
EACH ---------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 209,251
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
209,251 shares (See Item 5(a))
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%
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14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 089090 10 4 13D Page 3 of 13 Pages
- ------------------------- ------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jerry Rosner
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ---------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 62,002
EACH ---------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 62,002
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,002 shares (See Item 5(a))
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 089090 10 4 13D Page 4 of 13 Pages
- ------------------------ ------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Stanley Weinreb
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|X|
(b)|_|
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3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO - See Item 3
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 158,514
EACH ----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 158,514
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
158,514 shares (See Item 5(a))
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 089090 10 4 13D Page 5 of 13 Pages
- ------------------------ --------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Stanley S. Raphael
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|X|
(b)|_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO - See Item 3
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ---------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 156,326
EACH ---------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 156,325
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,188
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
157,326 shares (See Item 5(a))
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 089090 10 4 13D Page 6 of 13 Pages
- ------------------------- -----------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Trade Consultants, Inc. Pension Plan
65-0048548
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|X|
(b)|_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida (See Item 2(f))
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ---------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,188
EACH ---------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,188
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,188 shares (See Item 5(a))
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.08%
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14 TYPE OF REPORTING PERSON*
EP
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
INTRODUCTION
Amendment No. 1 to this Schedule 13D ("Amendment") is being filed as a
joint filing by Messrs. Mark Weinreb, Stanley Weinreb, Stanley S. Raphael and
Trade Consultants, Inc. Pension Plan ("Trade Consultants"), of which Mr. Raphael
is the sole trustee (collectively, the "Management Group"), and Jerry Rosner
("Rosner"). The members of the Management Group are parties to a Founders'
Shareholder Agreement, dated March 31, 1996, with respect to certain securities
of Big City Bagels, Inc., the issuer of the securities to which this Amendment
pertains ("Issuer"). Rosner was formerly a party to such agreement. Effective as
of July 7, 1998, the members of the Management Group entered into an agreement
to amend the Founders' Shareholder Agreement, pursuant to which Rosner was
removed as a member of the Management Group.
Item 1. Security and Issuer.
The class of equity securities to which this Amendment relates is the
common stock, $.001 par value, ("Common Stock") of the Issuer, a New York
corporation, whose principal executive offices are located at 99 Woodbury Road,
Hicksville, New York 11801. All shares of Common Stock set forth herein give
effect to a 1-for-5 reverse stock split effected by the Issuer on June 23, 1998.
The percentage of beneficial ownership reflected in this Amendment is
based upon 1,495,092 shares of Common Stock outstanding on September 1, 1998.
Item 2. Identity and Background.
(a) Name: This Amendment is filed jointly by the current and former members
of the Management Group: Messrs. Mark Weinreb, Rosner, Stanley Weinreb, Stanley
S. Raphael and Trade Consultants.
(b) Business Addresses:
Mark Weinreb
c/o Big City Bagels, Inc.
99 Woodbury Road
Hicksville, New York 11801
Jerry Rosner
2935 Bayside Court
Wantagh, New York 11793
Stanley Weinreb
c/o Big City Bagels, Inc.
99 Woodbury Road
Hicksville, New York 11801
Stanley S. Raphael
c/o Big City Bagels, Inc.
99 Woodbury Road
Hicksville, New York 11801
Page 7 of 13 Pages
<PAGE>
Trade Consultants, Inc. Pension Plan
Stanley S. Raphael, Trustee
4221 Bocaire Boulevard
Boca Raton, Florida 33487
(c) Principal Business: Mark Weinreb is the Chairman of the Board and
Chief Executive Officer of the Issuer. Rosner served as the President, Chief
Operating Officer and a director of the Issuer until June 19, 1998, when he
resigned all of such positions to pursue other interests. Stanley Weinreb is a
director of the Issuer. Stanley S. Raphael is a director of the Issuer and the
President of Trade Consultants, Inc., a management consulting company organized
under the laws of the State of Florida.
(d) During the last five years, no current or former member of the
Management Group has been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the last five years, no current or former member of the
Management Group has been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in any judgment, decree
or final order against any current or former member of the Management Group
enjoining any current or former member of the Management Group from engaging in
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
(f) All of the individual current or former members of the Management
Group that are natural persons are citizens of the United States. Trade
Consultants is a pension plan organized under the laws of the State of Florida.
Item 3. Source and Amount of Funds or other Consideration.
Pursuant to a Settlement Agreement, dated as of July 7, 1998, among
Rosner on the one hand, and Mark Weinreb, Stanley Weinreb and Stanley Raphael,
on the other hand, Rosner transferred 33,343 shares of Common Stock to each of
the other members of the Management Group in full satisfaction of debt owed to
each such person. The shares of Common Stock were valued at $0.625 per share,
the closing price of the Common Stock on that date. Accordingly, each of the
members of the Management Group acquired or disposed of such shares.
Item 4. Purpose of Transactions.
Each of the current and former members of the Management Group has
acquired the securities specified in Item 5(c) of this Amendment in order to
obtain individual equity positions in the Issuer for investment purposes. None
of the current or former members of the Management Group have a present
intention to acquire or dispose of shares of Common Stock of the Issuer, but
this may change depending upon market conditions. Except as discussed below,
none of the current or former members of the Management Group have any present
plans which relate to or would result in: an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
issuer or any of its subsidiaries; a sale or transfer of a material amount of
assets of the Issuer or any of its subsidiaries; 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 existing vacancies on the
board; any material change in the present capitalization or dividend policy of
the Issuer; any other material change in the Issuer's business or corporate
structure; changes in the Issuer's charter, by-laws or instruments corresponding
Page 8 of 13 Pages
<PAGE>
thereto or other actions which may impede the acquisition of control of the
Issuer by any person; 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; causing a class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or any action similar to the above.
As previously discussed herein, Mark Weinreb, Stanley Weinreb and Stanley
Raphael serve as directors of the Issuer and Mark Weinreb serves as Chairman and
Chief Executive Officer of the Issuer. As previously announced and reported by
the Issuer, the Issuer's management has been evaluating each aspect of the
Issuer's operations and has been taking, and intends to continue to take, action
intended to make the Issuer profitable and increase shareholder value. In their
capacities as directors and/or as an officer of the Issuer, these three members
of the Management Group are seeking and pursuing proposals to sell or otherwise
dispose of assets of the Issuer that are not profitable and acquire another
business, which may be outside of the Issuer's present line of business. Such
acquisition may be structured as an extraordinary corporate transaction, such as
a merger, and may involve a change in the capitalization, board of directors and
management of the Issuer. Although these three members of the Management Group
have no present plans to make any change in the Issuer's charter or by-laws or
take other action which may impede the acquisition of control of the Issuer by
any person, it is noted that the by-laws of the Issuer were recently amended by
its board of directors (which consists of these persons) to provide that
shareholders owning at least a majority of the outstanding Common Stock of the
Issuer may demand that a special meeting of shareholders be held, an increase
from the former threshold of 10%. This amended by-law may have the effect of
impeding the acquisition of control of the Issuer.
Item 5. Interest in Securities of the Issuer.
(a) and (b) The following table sets forth the separate beneficial
ownership of each current and former member of the Management Group. For
purposes of presentation, the number of shares listed for each member of the
Management Group does not include shares held by other members of the Management
Group. Absent the Founders' Shareholder Agreement, each of the members has sole
voting and dispositive power with respect to the shares indicated, except as
disclosed in Note (1).
Name Number of Shares Percent of Class
Mark Weinreb 209,251(1) 14.0%
Jerry Rosner 62,002(1) 4.1%
Stanley Weinreb 158,514(1) 10.6%
Stanley S. Raphael 157,326(1)(2) 10.5%
Trade Consultants 1,188 0.08%
(1) Includes 4,000 shares of Common Stock issuable upon exercise of currently
exercisable options.
(2) Includes 1,188 shares held by Trade Consultants, of which Mr. Raphael is
the sole trustee. Accordingly, absent the Founders' Shareholder Agreement,
Mr. Raphael has sole voting and dispositive power with respect to such
shares, although it is nominally shared with Trade Consultants.
Since each current member of the Management Group is a party to, and
has agreed to vote their shares in accordance with, the Founders' Shareholder
Agreement described in Item 6, each of the current members of the current
Management Group shares voting power with respect to the shares of Common
Page 9 of 13 Pages
<PAGE>
Stock held by each of the other members and may be deemed to beneficially own
all of the shares held by all current members of the Management Group.
Accordingly, the Management Group, collectively (not including Rosner),
beneficially owns 525,091 shares, or 33.8%, of the Issuer's outstanding Common
Stock.
(c) Pursuant to a Settlement Agreement, dated as of July 7, 1998, among
Rosner on the one hand, and Mark Weinreb, Stanley Weinreb and Stanley Raphael,
on the other hand, Rosner transferred 33,343 shares of Common Stock to each of
the other members of the Management Group in full satisfaction of debt owed to
each such person. The shares of Common Stock were valued at $0.625 per share,
the closing price of the Common Stock on that date. No other transactions were
effected during the past 60 days by the current and former members of the
Management Group.
Item 6. Contracts, Agreements, Understandings or
Relationships with Respect to Securities of Issuer.
Each current member of the Management Group is a party to the Founders'
Shareholder Agreement, dated March 31, 1996, and the shares of Common Stock
beneficially owned by them are subject to the terms of the Founders' Shareholder
Agreement. Pursuant to the Founders' Shareholder Agreement, each of these
members has agreed to vote his shares for the election of each of the other
members of the Management Group as a director of the Issuer as long as each such
other member owns at least 20,000 shares of Common Stock. In addition, the
members have granted a right of first refusal to the others with respect to any
sales of Common Stock held by them other than pursuant to a Registration
Statement under the Securities Act of 1933, as amended, or pursuant to Rule 144
promulgated thereunder. On July 7, 1998, the members of the Management Group
entered into an agreement to amend the Founders' Shareholder Agreement, pursuant
to which Rosner was removed as a member of the Management Group.
Item 7. Materials to be Filed as Exhibits.
Exhibit 1: Founders' Shareholder Agreement, dated March 31, 1996,
incorporated by reference to Exhibit 10.8 of Amendment No. 3
to the Issuer's Registration Statement on Form SB-2 (No.333-
2154), filed May 3, 1996.
Exhibit 2: Amendment to Founder's Shareholder Agreement, dated as of July
7, 1998, incorporated by reference to Exhibit 10.11 to the
Issuer's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 1998.
Exhibit 3: Joint Filing Agreement, dated September 14, 1998, by and among
each current and former member of the Management Group.
Exhibit 4: Stock Option Agreement, dated March 31, 1997, between the
Company and Mark Weinreb, incorporated by reference to Exhibit
10.10 to the Issuer's Quarterly Report on Form 10-QSB for the
quarter ended March 31, 1997.
Exhibit 5: Schedule of omitted documents in the form of Exhibit 4,
including material detail in which such documents differ from
Exhibit 4, incorporated by reference to Exhibit 10.10.1
to the Issuer's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 1997.
Page 10 of 13 Pages
<PAGE>
Exhibit 6: Stock Option Agreement, dated March 31, 1998, between the
Company and Mark Weinreb, incorporated by reference to Exhibit
10.11 to the Issuer's Quarterly Report on Form 10-QSB for the
quarter ended March 31, 1998.
Exhibit 7: Schedule of omitted documents in the form of exhibit 6,
including material detail in which such documents differ from
Exhibit 6, incorporated by reference to Exhibit 10.11.1 to
the Issuer's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 1998.
Page 11 of 13 Pages
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of the knowledge and
belief of the undersigned, the undersigned certify that the information set
forth in this statement is true, complete and correct.
Dated: September 14, 1998
/s/ Mark Weinreb
---------------------------
Mark Weinreb
/s/ Jerry Rosner
---------------------------
Jerry Rosner
/s/ Stanley Weinreb
---------------------------
Stanley Weinreb
/s/ Stanley S. Raphael
---------------------------
Stanley S. Raphael
TRADE CONSULTANTS, INC.
PENSION PLAN
By: /s/ Stanley S. Raphael
-----------------------------
Stanley S. Raphael, Trustee
Page 12 of 13 Pages
<PAGE>
EXHIBIT 3
AGREEMENT
This will confirm the agreement by and among the undersigned that
Amendment No. 1 to the Schedule 13D, dated September 14, 1998, with respect to
the undersigned's ownership of Common Stock of Big City Bagels, Inc. is filed on
behalf of each of the undersigned.
/s/ Mark Weinreb
---------------------------
Mark Weinreb
/s/ Jerry Rosner
---------------------------
Jerry Rosner
/s/ Stanley Weinreb
---------------------------
Stanley Weinreb
/s/ Stanley S. Raphael
---------------------------
Stanley S. Raphael
TRADE CONSULTANTS, INC.
PENSION PLAN
By: /s/ Stanley S. Raphael
-----------------------------
Stanley S. Raphael, Trustee
Page 13 of 13 Pages
