SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 13(d)-2(a)
(Amendment No. 2)(1)
USWEB CORPORATION
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(Name of issuer)
COMMON STOCK $.001 PAR VALUE
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(Title of class of securities)
917327 10 8
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(CUSIP number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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(Name, address and telephone number of person
authorized to receive notices and communications)
December 17, 1998
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(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(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.
(Continued on following pages)
(Page 1 of 59 Pages)
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1 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>
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CUSIP No. 917327 10 8 13D Page 2 of 59 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Wheatley Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,644,199(1) shares
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
150,383(2) shares
9 SOLE DISPOSITIVE POWER
1,644,199(1) shares
10 SHARED DISPOSITIVE POWER
150,383(2) shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,794,582(1)(2) shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
14 TYPE OF REPORTING PERSON*
PN
(1) Includes 110,710 shares of Common Stock issuable upon exercise of
currently exercisable warrants.
<PAGE>
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CUSIP No. 917327 10 8 13D Page 3 of 59 Pages
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(2) Consists of (i) 140,321 shares of Common Stock and (ii) 10,062 shares
of Common Stock issuable upon exercise of currently exercisable
warrants held by Wheatley Foreign. Wheatley disclaims beneficial
ownership of these securities.
<PAGE>
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CUSIP No. 917327 10 8 13D Page 4 of 59 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Barry Rubenstein
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF, 00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 34,623 shares
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
2,689,179(1) shares
9 SOLE DISPOSITIVE POWER
34,623 shares
10 SHARED DISPOSITIVE POWER
2,689,179(1) shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,723,802(1) shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
14 TYPE OF REPORTING PERSON*
IN
(1) Consists of (a)(i) 1,533,489 shares of Common Stock and (ii) 110,710
shares of Common Stock issuable upon exercise of currently exercisable
warrants held by Wheatley, (b)(i) 140,321 shares of Common Stock and
(ii) 10,062 shares of Common Stock issuable upon exercise of currently
exercisable warrants held by
<PAGE>
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CUSIP No. 917327 10 8 13D Page 5 of 59 Pages
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Wheatley Foreign, (c)(i) 359,436 shares of Common Stock and (ii)
136,473 shares of Common Stock issuable upon exercise of currently
exercisable warrants held by 21st Century, (d)(i) 122,229 shares of
Common Stock and (ii) 46,417 shares of Common Stock issuable upon
exercise of currently exercisable warrants held by 21st Century T-E,
(e)(i) 48,489 shares of Common Stock and (ii) 18,398 shares of Common
Stock issuable upon exercise of currently exercisable warrants held by
21st Century Foreign and (f) 163,155 shares of Common Stock held by
Woodland Partners. Mr. Rubenstein disclaims beneficial ownership of
these securities except to the extent of his respective equity interest
therein.
<PAGE>
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CUSIP No. 917327 10 8 13D Page 6 of 59 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Irwin Lieber
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OR ORGANIZATION
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 34,623 shares
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
2,526,024(1) shares
9 SOLE DISPOSITIVE POWER
34,623 shares
10 SHARED DISPOSITIVE POWER
2,526,024(1) shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,560,647(1) shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
14 TYPE OF REPORTING PERSON*
IN
(1) Consists of (a)(i) 1,533,489 shares of Common Stock and (ii) 110,710
shares of Common Stock issuable upon exercise of currently exercisable
warrants held by Wheatley, (b)(i) 140,321 shares of Common Stock and
(ii) 10,062 shares of Common Stock issuable upon exercise of currently
exercisable warrants held by
<PAGE>
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CUSIP No. 917327 10 8 13D Page 7 of 59 Pages
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Wheatley Foreign, (c)(i) 359,436 shares of Common Stock and (ii)
136,473 shares of Common Stock issuable upon exercise of currently
exercisable warrants held by 21st Century, (d)(i) 122,229 shares of
Common Stock and (ii) 46,417 shares of Common Stock issuable upon
exercise of currently exercisable warrants held by 21st Century T-E and
(e)(i) 48,489 shares of Common Stock and (ii) 18,398 shares of Common
Stock issuable upon exercise of currently exercisable warrants held by
21st Century Foreign. Mr. Lieber disclaims beneficial ownership of
these securities except to the extent of his respective equity interest
therein.
<PAGE>
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CUSIP No. 917327 10 8 13D Page 8 of 59 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Barry Fingerhut
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0 shares
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
2,526,024(1) shares
9 SOLE DISPOSITIVE POWER
0 shares
10 SHARED DISPOSITIVE POWER
2,526,024(1) shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,526,024(1) shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
14 TYPE OF REPORTING PERSON*
IN
(1) Consists of (a)(i) 1,533,489 shares of Common Stock and (ii) 110,710
shares of Common Stock issuable upon exercise of currently exercisable
warrants held by Wheatley, (b)(i) 140,321 shares of Common Stock and
(ii) 10,062 shares of Common Stock issuable upon exercise of currently
exercisable warrants held by
<PAGE>
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CUSIP No. 917327 10 8 13D Page 9 of 59 Pages
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Wheatley Foreign, (c)(i) 359,436 shares of Common Stock and (ii)
136,473 shares of Common Stock issuable upon exercise of currently
exercisable warrants held by 21st Century, (d)(i) 122,229 shares of
Common Stock and (ii) 46,417 shares of Common Stock issuable upon
exercise of currently exercisable warrants held by 21st Century T-E and
(e)(i) 48,489 shares of Common Stock and (ii) 18,398 shares of Common
Stock issuable upon exercise of currently exercisable warrants held by
21st Century Foreign. Mr. Fingerhut disclaims beneficial ownership of
these securities except to the extent of his respective equity interest
therein.
<PAGE>
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CUSIP No. 917327 10 8 13D Page 10 of 59 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Wheatley Partners, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0 shares
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
1,794,582(1) shares
9 SOLE DISPOSITIVE POWER
0 shares
10 SHARED DISPOSITIVE POWER
1,794,582(1) shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,794,582(1) shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
14 TYPE OF REPORTING PERSON*
OO
(1) Consists of (a)(i) 1,533,489 shares of Common Stock and (ii) 110,710
shares of Common Stock issuable upon exercise of currently exercisable
warrants held by Wheatley and (b)(i) 140,321 shares of Common Stock and
(ii) 10,062 shares of Common Stock issuable upon exercise of currently
exercisable warrants held
<PAGE>
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CUSIP No. 917327 10 8 13D Page 11 of 59 Pages
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by Wheatley Foreign. Wheatley LLC disclaims beneficial ownership of
these securities except to the extent of its respective equity interest
therein.
<PAGE>
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CUSIP No. 917327 10 8 13D Page 12 of 59 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Seth Lieber
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 11,541 shares
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
1,794,582(1) shares
9 SOLE DISPOSITIVE POWER
11,541 shares
10 SHARED DISPOSITIVE POWER
1,794,582(1) shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,806,123(1) shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
14 TYPE OF REPORTING PERSON*
IN
(1) Consists of (a)(i) 1,533,489 shares of Common Stock and (ii) 110,710
shares of Common Stock issuable upon exercise of currently exercisable
warrants held by Wheatley and (b)(i) 140,321 shares of Common Stock and
(ii) 10,062 shares of Common Stock issuable upon exercise of currently
exercisable warrants held
<PAGE>
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CUSIP No. 917327 10 8 13D Page 13 of 59 Pages
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by Wheatley Foreign. Mr. Lieber disclaims beneficial ownership of these
securities except to the extent of his respective equity interest
therein.
<PAGE>
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CUSIP No. 917327 10 8 13D Page 14 of 59 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jonathan Lieber
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 11,541 shares
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
1,794,582(1) shares
9 SOLE DISPOSITIVE POWER
11,541 shares
10 SHARED DISPOSITIVE POWER
1,794,582(1) shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,806,123(1) shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
14 TYPE OF REPORTING PERSON*
IN
(1) Consists of (a)(i) 1,533,489 shares of Common Stock and (ii) 110,710
shares of Common Stock issuable upon exercise of currently exercisable
warrants held by Wheatley and (b)(i) 140,321 shares of Common Stock and
(ii) 10,062 shares of Common Stock issuable upon exercise of currently
exercisable warrants held
<PAGE>
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CUSIP No. 917327 10 8 13D Page 15 of 59 Pages
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by Wheatley Foreign. Mr. Lieber disclaims beneficial ownership of these
securities except to the extent of his respective equity interest
therein.
<PAGE>
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CUSIP No. 917327 10 8 13D Page 16 of 59 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Wheatley Management Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Cayman Islands, B.W.I.
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0 shares
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
150,383(1) shares
9 SOLE DISPOSITIVE POWER
0 shares
10 SHARED DISPOSITIVE POWER
150,383(1) shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
150,383(1) shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14 TYPE OF REPORTING PERSON*
OO
(1) Consists of (i) 140,321 shares of Common Stock and (ii) 10,062 shares
of Common Stock issuable upon exercise of currently exercisable
warrants held by Wheatley Foreign. Wheatley Management disclaims
beneficial ownership of
<PAGE>
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CUSIP No. 917327 10 8 13D Page 17 of 59 Pages
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these securities except to the extent of its respective equity interest
therein.
<PAGE>
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CUSIP No. 917327 10 8 13D Page 18 of 59 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Wheatley Foreign Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 150,383(1) shares
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
1,644,199(2) shares
9 SOLE DISPOSITIVE POWER
150,383(1) shares
10 SHARED DISPOSITIVE POWER
1,644,199(2) shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,794,582(1)(2) shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
14 TYPE OF REPORTING PERSON*
PN
1) Includes 10,062 shares of Common Stock issuable upon the exercise of
currently exercisable warrants.
<PAGE>
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CUSIP No. 917327 10 8 13D Page 19 of 59 Pages
- ---------------------------------- ---------------------------
(2) Consists of (i) 1,533,489 shares of Common Stock and (ii) 110,710
shares of Common Stock issuable upon exercise of currently exercisable
warrants held by Wheatley. Wheatley Foreign disclaims beneficial
ownership of these securities except to the extent of its respective
equity interest therein.
<PAGE>
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CUSIP No. 917327 10 8 13D Page 20 of 59 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Woodland Partners
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OR ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 163,155 shares
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
0 shares
9 SOLE DISPOSITIVE POWER
163,155 shares
10 SHARED DISPOSITIVE POWER
0 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
163,155 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
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CUSIP No. 917327 10 8 13D Page 21 of 59 Pages
- ---------------------------------- ---------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Marilyn Rubenstein
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0 shares
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
163,155(1) shares
9 SOLE DISPOSITIVE POWER
0 shares
10 SHARED DISPOSITIVE POWER
163,155(1) shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
163,155(1) shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14 TYPE OF REPORTING PERSON*
IN
(1) Consists of 130,612 shares of Common Stock held by Woodland Partners.
Mrs. Rubenstein disclaims beneficial ownership of these securities
except to the extent of her equity interest therein.
<PAGE>
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CUSIP No. 917327 10 8 13D Page 22 of 59 Pages
- ---------------------------------- ---------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
21st Century Communications Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 495,909(1) shares
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
235,533(2) shares
9 SOLE DISPOSITIVE POWER
495,909(1) shares
10 SHARED DISPOSITIVE POWER
235,533(2) shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
731,442(1)(2) shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
14 TYPE OF REPORTING PERSON*
PN
(1) Includes 136,473 shares of Common Stock issuable upon exercise of
currently exercisable warrants.
(2) Consists of (a)(i) 122,229 shares of Common Stock and (ii) 46,417
shares of Common Stock issuable upon exercise of currently exercisable
warrants held by
<PAGE>
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CUSIP No. 917327 10 8 13D Page 23 of 59 Pages
- ---------------------------------- ---------------------------
21st Century T-E and (b)(i) 48,489 shares of Common Stock and (ii)
18,398 shares of Common Stock issuable upon exercise of currently
exercisable warrants held by 21st Century Foreign. 21st Century
disclaims beneficial ownership of these securities.
<PAGE>
- ---------------------------------- ---------------------------
CUSIP No. 917327 10 8 13D Page 24 of 59 Pages
- ---------------------------------- ---------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
21st Century Communications T-E Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 168,646(1) shares
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
562,796(2) shares
9 SOLE DISPOSITIVE POWER
168,646(1) shares
10 SHARED DISPOSITIVE POWER
562,796(2) shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
731,442(1)(2) shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
14 TYPE OF REPORTING PERSON*
PN
(1) Includes 46,417 shares of Common Stock issuable upon exercise of
currently exercisable warrants.
(2) Consists of (a)(i) 359,436 shares of Common Stock and (ii) 136,473
shares of Common Stock issuable upon exercise of currently exercisable
warrants held by
<PAGE>
- ---------------------------------- ---------------------------
CUSIP No. 917327 10 8 13D Page 25 of 59 Pages
- ---------------------------------- ---------------------------
21st Century Partners and (b)(i) 48,489 shares of Common Stock and (ii)
18,398 shares of Common Stock issuable upon exercise of currently
exercisable warrants held by 21st Century Foreign. 21st Century T-E
disclaims beneficial ownership of these securities.
<PAGE>
- ---------------------------------- ---------------------------
CUSIP No. 917327 10 8 13D Page 26 of 59 Pages
- ---------------------------------- ---------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
21st Century Communications Foreign Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 66,887(1) shares
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
664,555(2) shares
9 SOLE DISPOSITIVE POWER
66,887(1) shares
10 SHARED DISPOSITIVE POWER
664,555(2) shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
731,442(1)(2) shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
14 TYPE OF REPORTING PERSON*
PN
(1) Includes 18,398 shares of Common stock issuable upon exercise of
currently exercisable warrants.
(2) Consists of (a)(i) 359,436 shares of Common Stock and (ii) 136,473
shares of Common Stock issuable upon exercise of currently exercisable
warrants held by
<PAGE>
- ---------------------------------- ---------------------------
CUSIP No. 917327 10 8 13D Page 27 of 59 Pages
- ---------------------------------- ---------------------------
21st Century Partners and (b)(i) 122,229 shares of Common Stock and
(ii) 46,417 shares of Common Stock issuable upon exercise of currently
exercisable warrants held by 21st Century T-E. 21st Century Foreign
disclaims beneficial ownership of these securities.
<PAGE>
- ---------------------------------- ---------------------------
CUSIP No. 917327 10 8 13D Page 28 of 59 Pages
- ---------------------------------- ---------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sandler Investment Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OR ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0 shares
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
731,442(1) shares
9 SOLE DISPOSITIVE POWER
0 shares
10 SHARED DISPOSITIVE POWER
731,442(1) shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
731,442(1) shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
14 TYPE OF REPORTING PERSON*
PN
(1) Consists of (a)(i) 359,436 shares of Common Stock and (ii) 136,473
shares of Common Stock issuable upon exercise of currently exercisable
warrants held by 21st Century Partners, (b)(i) 122,229 shares of Common
Stock and (ii) 46,417 shares of Common Stock issuable upon exercise of
currently exercisable
<PAGE>
- ---------------------------------- ---------------------------
CUSIP No. 917327 10 8 13D Page 29 of 59 Pages
- ---------------------------------- ---------------------------
warrants held by 21st Century T-E and (c)(i) 48,489 shares of Common
Stock and (ii) 18,398 shares of Common Stock issuable upon exercise of
currently exercisable warrants held by 21st Century Foreign. Sandler
Investment disclaims beneficial ownership of these securities except to
the extent of its respective equity interest therein.
<PAGE>
- ---------------------------------- ---------------------------
CUSIP No. 917327 10 8 13D Page 30 of 59 Pages
- ---------------------------------- ---------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sandler Capital Management
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OR ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0 shares
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
731,442(1) shares
9 SOLE DISPOSITIVE POWER
0 shares
10 SHARED DISPOSITIVE POWER
731,442(1) shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
731,442(1) shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
14 TYPE OF REPORTING PERSON*
PN
(1) Consists of (a)(i) 359,436 shares of Common Stock and (ii) 136,473
shares of Common Stock issuable upon exercise of currently exercisable
warrants held by 21st Century Partners, (b)(i) 122,229 shares of Common
Stock and (ii) 46,417 shares of Common Stock issuable upon exercise of
currently exercisable
<PAGE>
- ---------------------------------- ---------------------------
CUSIP No. 917327 10 8 13D Page 31 of 59 Pages
- ---------------------------------- ---------------------------
warrants held by 21st Century T-E and (c)(i) 48,489 shares of Common
Stock and (ii) 18,398 shares of Common Stock issuable upon exercise of
currently exercisable warrants held by 21st Century Foreign. Sandler
Capital disclaims beneficial ownership of these securities except to
the extent of its respective equity interest therein.
<PAGE>
- ---------------------------------- ---------------------------
CUSIP No. 917327 10 8 13D Page 32 of 59 Pages
- ---------------------------------- ---------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ARH Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0 shares
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
731,442(1) shares
9 SOLE DISPOSITIVE POWER
0 shares
10 SHARED DISPOSITIVE POWER
731,442(1) shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
731,442(1) shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
14 TYPE OF REPORTING PERSON*
CO
(1) Consists of (a)(i) 359,436 shares of Common Stock and (ii) 136,473
shares of Common Stock issuable upon exercise of currently exercisable
warrants held by 21st Century Partners, (b)(i) 122,229 shares of Common
Stock and (ii) 46,417 shares of Common Stock issuable upon exercise of
currently exercisable
<PAGE>
- ---------------------------------- ---------------------------
CUSIP No. 917327 10 8 13D Page 33 of 59 Pages
- ---------------------------------- ---------------------------
warrants held by 21st Century T-E and (c)(i) 48,489 shares of Common
Stock and (ii) 18,398 shares of Common Stock issuable upon exercise of
currently exercisable warrants held by 21st Century Foreign. ARH Corp.
disclaims beneficial ownership of these securities except to the extent
of its respective equity interest therein.
<PAGE>
- ---------------------------------- ---------------------------
CUSIP No. 917327 10 8 13D Page 34 of 59 Pages
- ---------------------------------- ---------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ALSI, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OR ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0 shares
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
731,442(1) shares
9 SOLE DISPOSITIVE POWER
0 shares
10 SHARED DISPOSITIVE POWER
731,442(1) shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
731,442(1) shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
14 TYPE OF REPORTING PERSON*
OO
(1) Consists of (a)(i) 359,436 shares of Common Stock and (ii) 136,473
shares of Common Stock issuable upon exercise of currently exercisable
warrants held by 21st Century Partners, (b)(i) 122,229 shares of Common
Stock and (ii) 46,417 shares of Common Stock issuable upon exercise of
currently exercisable
<PAGE>
- ---------------------------------- ---------------------------
CUSIP No. 917327 10 8 13D Page 39 of 59 Pages
- ---------------------------------- ---------------------------
warrants held by 21st Century T-E and (c)(i) 48,489 shares of Common
Stock and (ii) 18,398 shares of Common Stock issuable upon exercise of
currently exercisable warrants held by 21st Century Foreign. ALSI, LLC
disclaims beneficial ownership of these securities except to the extent
of its respective equity interest therein.
<PAGE>
- ---------------------------------- ---------------------------
CUSIP No. 917327 10 8 13D Page 36 of 59 Pages
- ---------------------------------- ---------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MJDM Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OR ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0 shares
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
731,442(1) shares
9 SOLE DISPOSITIVE POWER
0 shares
10 SHARED DISPOSITIVE POWER
731,442(1) shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
731,442(1) shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
14 TYPE OF REPORTING PERSON*
CO
(1) Consists of (a)(i) 359,436 shares of Common Stock and (ii) 136,473
shares of Common Stock issuable upon exercise of currently exercisable
warrants held by 21st Century Partners, (b)(i) 122,229 shares of Common
Stock and (ii) 46,417 shares of Common Stock issuable upon exercise of
currently exercisable
<PAGE>
- ---------------------------------- ---------------------------
CUSIP No. 917327 10 8 13D Page 37 of 59 Pages
- ---------------------------------- ---------------------------
warrants held by 21st Century T-E and (c)(i) 48,489 shares of Common
Stock and (ii) 18,398 shares of Common Stock issuable upon exercise of
currently exercisable warrants held by 21st Century Foreign. MJDM Corp.
disclaims beneficial ownership of these securities except to the extent
of its respective equity interest therein.
<PAGE>
- ---------------------------------- ---------------------------
CUSIP No. 917327 10 8 13D Page 38 of 59 Pages
- ---------------------------------- ---------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Four JK Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0 shares
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
731,442(1) shares
9 SOLE DISPOSITIVE POWER
0 shares
10 SHARED DISPOSITIVE POWER
731,442(1) shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
731,442(1) shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
14 TYPE OF REPORTING PERSON*
CO
(1) Consists of (a)(i) 359,436 shares of Common Stock and (ii) 136,473
shares of Common Stock issuable upon exercise of currently exercisable
warrants held by 21st Century Partners, (b)(i) 122,229 shares of Common
Stock and (ii) 46,417 shares of Common Stock issuable upon exercise of
currently exercisable
<PAGE>
- ---------------------------------- ---------------------------
CUSIP No. 917327 10 8 13D Page 39 of 59 Pages
- ---------------------------------- ---------------------------
warrants held by 21st Century T-E and (c)(i) 48,489 shares of Common
Stock and (ii) 18,398 shares of Common Stock issuable upon exercise of
currently exercisable warrants held by 21st Century Foreign. Four JK
Corp. disclaims beneficial ownership of these securities except to the
extent of its respective equity interest therein.
<PAGE>
- ---------------------------------- ---------------------------
CUSIP No. 917327 10 8 13D Page 40 of 59 Pages
- ---------------------------------- ---------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
InfoMedia Associates, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OR ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0 shares
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
731,442(1) shares
9 SOLE DISPOSITIVE POWER
0 shares
10 SHARED DISPOSITIVE POWER
731,442(1) shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
731,442(1) shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
14 TYPE OF REPORTING PERSON*
CO
(1) Consists of (a)(i) 359,436 shares of Common Stock and (ii) 136,473
shares of Common Stock issuable upon exercise of currently exercisable
warrants held by 21st Century Partners, (b)(i) 122,229 shares of Common
Stock and (ii) 46,417 shares of Common Stock issuable upon exercise of
currently exercisable
<PAGE>
- ---------------------------------- ---------------------------
CUSIP No. 917327 10 8 13D Page 41 of 59 Pages
- ---------------------------------- ---------------------------
warrants held by 21st Century T-E and (c)(i) 48,489 shares of Common
Stock and (ii) 18,398 shares of Common Stock issuable upon exercise of
currently exercisable warrants held by 21st Century Foreign. InfoMedia
Associates disclaims beneficial ownership of these securities except to
the extent of its respective equity interest therein.
<PAGE>
- ---------------------------------- ---------------------------
CUSIP No. 917327 10 8 13D Page 42 of 59 Pages
- ---------------------------------- ---------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harvey Sandler
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0 shares
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
731,442(1) shares
9 SOLE DISPOSITIVE POWER
0 shares
10 SHARED DISPOSITIVE POWER
731,442(1) shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
731,442(1) shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
14 TYPE OF REPORTING PERSON*
IN
(1) Consists of (a)(i) 359,436 shares of Common Stock and (ii) 136,473
shares of Common Stock issuable upon exercise of currently exercisable
warrants held by 21st Century Partners, (b)(i) 122,229 shares of Common
Stock and (ii) 46,417 shares of Common Stock issuable upon exercise of
currently exercisable
<PAGE>
- ---------------------------------- ---------------------------
CUSIP No. 917327 10 8 13D Page 43 of 59 Pages
- ---------------------------------- ---------------------------
warrants held by 21st Century T-E and (c)(i) 48,489 shares of Common
Stock and (ii) 18,398 shares of Common Stock issuable upon exercise of
currently exercisable warrants held by 21st Century Foreign. Mr.
Sandler disclaims beneficial ownership of these securities except to
the extent of his respective equity interest therein.
<PAGE>
- ---------------------------------- ---------------------------
CUSIP No. 917327 10 8 13D Page 44 of 59 Pages
- ---------------------------------- ---------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Andrew Sandler
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0 shares
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
731,442(1) shares
9 SOLE DISPOSITIVE POWER
0 shares
10 SHARED DISPOSITIVE POWER
731,442(1) shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
731,442(1) shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
14 TYPE OF REPORTING PERSON*
IN
(1) Consists of (a)(i) 359,436 shares of Common Stock and (ii) 136,473
shares of Common Stock issuable upon exercise of currently exercisable
warrants held by 21st Century Partners, (b)(i) 122,229 shares of Common
Stock and (ii) 46,417 shares of Common Stock issuable upon exercise of
currently exercisable
<PAGE>
- ---------------------------------- ---------------------------
CUSIP No. 917327 10 8 13D Page 49 of 59 Pages
- ---------------------------------- ---------------------------
warrants held by 21st Century T-E and (c)(i) 48,489 shares of Common
Stock and (ii) 18,398 shares of Common Stock issuable upon exercise of
currently exercisable warrants held by 21st Century Foreign. Mr.
Sandler disclaims beneficial ownership of these securities except to
the extent of his respective equity interest therein.
<PAGE>
- ---------------------------------- ---------------------------
CUSIP No. 917327 10 8 13D Page 50 of 59 Pages
- ---------------------------------- ---------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael Marocco
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0 shares
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
731,442(1) shares
9 SOLE DISPOSITIVE POWER
0 shares
10 SHARED DISPOSITIVE POWER
731,442(1) shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
731,442(1) shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
14 TYPE OF REPORTING PERSON*
IN
(1) Consists of (a)(i) 359,436 shares of Common Stock and (ii) 136,473
shares of Common Stock issuable upon exercise of currently exercisable
warrants held by 21st Century Partners, (b)(i) 122,229 shares of Common
Stock and (ii) 46,417 shares of Common Stock issuable upon exercise of
currently exercisable
<PAGE>
- ---------------------------------- ---------------------------
CUSIP No. 917327 10 8 13D Page 47 of 59 Pages
- ---------------------------------- ---------------------------
warrants held by 21st Century T-E and (c)(i) 48,489 shares of Common
Stock and (ii) 18,398 shares of Common Stock issuable upon exercise of
currently exercisable warrants held by 21st Century Foreign. Mr.
Marocco disclaims beneficial ownership of these securities except to
the extent of his respective equity interest therein.
<PAGE>
- ---------------------------------- ---------------------------
CUSIP No. 917327 10 8 13D Page 48 of 59 Pages
- ---------------------------------- ---------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John Kornreich
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0 shares
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
731,442(1) shares
9 SOLE DISPOSITIVE POWER
0 shares
10 SHARED DISPOSITIVE POWER
731,442(1) shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
731,442(1) shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
14 TYPE OF REPORTING PERSON*
IN
(1) Consists of (a)(i) 359,436 shares of Common Stock and (ii) 136,473
shares of Common Stock issuable upon exercise of currently exercisable
warrants held by 21st Century Partners, (b)(i) 122,229 shares of Common
Stock and (ii) 46,417 shares of Common Stock issuable upon exercise of
currently exercisable
<PAGE>
- ---------------------------------- ---------------------------
CUSIP No. 917327 10 8 13D Page 49 of 59 Pages
- ---------------------------------- ---------------------------
warrants held by 21st Century T-E and (c)(i) 48,489 shares of Common
Stock and (ii) 18,398 shares of Common Stock issuable upon exercise of
currently exercisable warrants held by 21st Century Foreign. Mr.
Kornreich disclaims beneficial ownership of these securities except to
the extent of his respective equity interest therein.
<PAGE>
- ---------------------------------- ---------------------------
CUSIP No. 917327 10 8 13D Page 50 of 59 Pages
- ---------------------------------- ---------------------------
The following constitutes Amendment No. 2 to the Schedule 13D
filed by the undersigned (the "Schedule 13D"). Except as specifically amended by
this Amendment No. 2, the Schedule 13D remains in full force and effect.
Item 4 is amended in its entirety to read as follows:
Item 4. Purpose of Transaction.
On December 17, 1998, the Issuer consummated a merger (the
"Merger") between Issuer and CKS Group, Inc. ("CKS"). Pursuant to the terms of
the Merger, each outstanding share of CKS common stock immediately prior to the
Merger, other than shares of CKS common stock owned by the Issuer of any wholly
owned subsidiary of the Issuer, if any, was converted into the right to receive
1.5 shares of Issuer Common Stock. Accordingly, an aggregate of approximately
23,373,845 shares of Common Stock were issued in connection with the Merger. As
a result of the Merger and the transactions in connection therewith, the Issuer
currently has approximately 68,825,227 shares of Common Stock outstanding.
Therefore, as a result of the Merger, the Reporting Persons have ceased to be
the beneficial owners of more than 5% of the Issuer's Common Stock.
Item 5(a) and (b) are amended in their entirety to read as follows:
Item 5. Interest in Securities of the Issuer.
(a) The following table sets forth the aggregate number and
percentage (based on the 45,451,382 shares of Common Stock outstanding as of
October 20, 1998 as reported in the Definitive Proxy Statement on Schedule 14A
of the Issuer dated November 23, 1998 and the approximately 23,373,845 shares of
Common Stock issued on December 17, 1998 to the shareholders of CKS pursuant to
the Merger) of Common Stock beneficially owned by each Reporting Person named in
Item 2 of Schedule 13D.
Percentage of
Shares of Common Shares of Common
Stock Stock
Name Beneficially Owned Beneficially Owned
- ---- ------------------ ------------------
Wheatley Partners, L.P.(1) 1,794,582 2.6
Barry Rubenstein(2)(5) 2,723,802 3.9
Irwin Lieber(2) 2,560,647 3.7
Barry Fingerhut(2) 2,526,024 3.6
Wheatley Partners, LLC(3) 1,794,582 2.6
Seth Lieber(3) 1,806,123 2.6
Jonathan Lieber(3) 1,806,123 2.6
Wheatley Management Ltd.(4) 150,383 0.2
Wheatley Foreign Partners, L.P.(3) 1,794,582 2.6
Woodland Partners 163,155 0.2
Marilyn Rubenstein(5) 163,155 0.2
<PAGE>
- ---------------------------------- ---------------------------
CUSIP No. 917327 10 8 13D Page 51 of 59 Pages
- ---------------------------------- ---------------------------
Percentage of
Shares of Common Shares of Common
Stock Stock
Name Beneficially Owned Beneficially Owned
- ---- ------------------ ------------------
21st Century Communications 731,442 1.0
Partners L.P.(6)
21st Century Communications T-E 731,442 1.0
Partners L.P.(6)
21st Century Communications 731,442 1.0
Foreign Partners L.P.(6)
Sandler Investment Partners, 731,442 1.0
L.P.(6)
Sandler Capital Management(6) 731,442 1.0
ARH Corp.(6) 731,442 1.0
ALSI, LLC(6) 731,442 1.0
MJDM Corp.(6) 731,442 1.0
Four JK Corp.(6) 731,442 1.0
InfoMedia Associates, Ltd.(6) 731,442 1.0
Harvey Sandler(6) 731,442 1.0
Andrew Sandler(6) 731,442 1.0
Michael Marocco(6) 731,442 1.0
John Kornreich(6) 731,442 1.0
- ---------------------
(1) Includes (i) 140,321 shares of Common Stock and (ii) 10,062 shares of
Common Stock issuable upon exercise of currently exercisable warrants
held by Wheatley Foreign. Wheatley disclaims beneficial ownership of
these securities.
(2) Includes (a)(i) 1,533,489 shares of Common Stock and (ii) 110,710
shares of Common Stock issuable upon exercise of currently exercisable
warrants held by Wheatley (b)(i) 140,321 shares of Common Stock and
(ii) 10,062 shares of Common Stock issuable upon exercise of currently
exercisable warrants held by Wheatley Foreign, (c)(i) 359,436 shares of
Common Stock and (ii) 136,473 shares of Common Stock issuable upon
exercise of currently exercisable warrants held by 21st Century, (d)(i)
122,229 shares of Common Stock and (ii) 46,417 shares of Common Stock
issuable upon exercise of currently exercisable warrant held by 21st
Century T-E, and (e)(i) 48,489 shares of Common Stock and (ii) 18,398
shares of Common Stock issuable upon exercise of currently exercisable
warrants held by 21st Century Foreign. Each of Mr. Rubenstein, Mr. I.
Lieber and Mr. Fingerhut disclaims beneficial ownership of these
securities except to the extent of his respective equity interest
therein.
<PAGE>
- ---------------------------------- ---------------------------
CUSIP No. 917327 10 8 13D Page 52 of 59 Pages
- ---------------------------------- ---------------------------
(3) Includes (a)(i) 1,533,489 shares of Common Stock and (ii) 110,710
shares of Common Stock issuable upon exercise of currently exercisable
warrants held by Wheatley (b)(i) 140,321 shares of Common Stock and
(ii) 10,062 shares of Common Stock issuable upon exercise of currently
exercisable warrants held by Wheatley Foreign. Each of Wheatley LLC,
Mr. S. Lieber, Mr. J. Lieber and Wheatley Foreign disclaims beneficial
ownership of these securities except to the extent of his/its
respective equity interest therein.
(4) Includes (i) 140,321 shares of Common Stock and (ii) 10,062 shares of
Common Stock issuable upon exercise of currently exercisable warrants
held by Wheatley Foreign. Wheatley Management disclaims beneficial
ownership of these securities except to the extent of its equity
interest therein.
(5) Consists of 163,155 shares of Common Stock held by Woodland Partners.
Each of Mr. and Ms. Rubenstein disclaims beneficial ownership of these
securities except to the extent of his/her respective equity interest
therein.
(6) Includes (a)(i) 359,436 shares of Common Stock and (ii) 136,473 shares
of Common Stock issuable upon exercise of currently exercisable
warrants held by 21st Century, (b)(i) 122,229 shares of Common Stock
and (ii) 46,417 shares of Common Stock issuable upon exercise of
currently exercisable warrant held by 21st Century T-E, and (c)(i)
48,489 shares of Common Stock and (ii) 18,398 shares of Common Stock
issuable upon exercise of currently exercisable warrants held by 21st
Century Foreign. Each of 21st Century, 21st Century T- E, 21st Century
Foreign, Sandler Investment, Sandler Capital, ARH Corp., ALSI, LLC,
MJDM Corp., Four JK Corp., InfoMedia Associates, Mr. H. Sandler, Mr. A.
Sandler, Mr. Marocco and Mr. Kornreich disclaim beneficial ownership of
these securities except to the extent of his/its respective equity
interest therein.
(b) Wheatley has sole power to vote and dispose of 1,644,199
shares of Common Stock, representing approximately 2.4% of the outstanding
shares of Common Stock and may be deemed to have shared power to vote and
dispose of 150,383 shares of Common Stock, representing less than 1% of the
outstanding shares of Common Stock.
Wheatley Foreign has sole power to vote and dispose of 150,383 shares
of Common Stock, representing less than 1% of the outstanding shares of Common
Stock and may be deemed to have shared power to vote and dispose of 1,644,199
shares of Common Stock, representing approximately 2.4% of the outstanding
shares of Common Stock.
By virtue of being a general partner of Wheatley Foreign, Wheatley
Management may be deemed to have shared power to vote and dispose of 150,383
shares of Common Stock, representing less than 1% of the outstanding shares of
Common Stock.
By virtue of being the general partner of Wheatley and a general
partner of Wheatley Foreign, Wheatley LLC may be deemed to have shared power to
vote and dispose of 1,794,582 shares of Common Stock, representing approximately
2.6% of the outstanding shares of Common Stock.
Barry Rubenstein has sole power to vote and dispose of 34,623 shares of
Common Stock, representing less than 1% of the outstanding shares of Common
Stock and by virtue of his being a member and an officer of Wheatley LLC, a
shareholder, officer
<PAGE>
- ---------------------------------- ---------------------------
CUSIP No. 917327 10 8 13D Page 53 of 59 Pages
- ---------------------------------- ---------------------------
and director of InfoMedia and a general partner of Woodland Partners, Mr.
Rubenstein may be deemed to have shared power to vote and dispose of 2,689,179
shares of Common Stock, representing approximately 3.9% of the outstanding
shares of Common Stock.
Irwin Lieber has sole power to vote and dispose of 34,623 shares of
Common Stock, representing less than 1% of the outstanding shares of Common
Stock and by virtue of his being a member and an officer of Wheatley LLC, and a
shareholder, officer and director of InfoMedia, Mr. Lieber may be deemed to have
shared power to vote and dispose of 2,526,024 shares of Common Stock,
representing approximately 3.6% of the outstanding shares of Common Stock.
By virtue of his being a member of Wheatley LLC, and a shareholder,
officer and director of InfoMedia, Barry Fingerhut may be deemed to have shared
power to vote and dispose of 2,526,024 shares of Common Stock, representing
approximately 3.7% of the outstanding shares of Common Stock.
Jon Lieber has sole power to vote and dispose of 11,541 shares of
Common Stock, representing less than 1% of the outstanding shares of Common
Stock and by virtue of his being a member and an officer of Wheatley LLC, Mr.
Lieber may be deemed to have shared power to vote and dispose of 1,794,582
shares of Common Stock, representing approximately 2.6% of the outstanding
shares of Common Stock.
Seth Lieber has sole power to vote and dispose of 11,541 shares of
Common Stock, representing less than 1% of the outstanding shares of Common
Stock and by virtue of his being a member and an officer of Wheatley LLC, Mr.
Lieber may be deemed to have shared power to vote and dispose of 1,794,582
shares of Common Stock, representing approximately 2.6% of the outstanding
shares of Common Stock.
Woodland Partners has sole power to vote and dispose of 163,155 shares
of Common Stock, representing less than 1% of the outstanding shares of Common
Stock.
By virtue of her being a general partner of Woodland Partners, Marilyn
Rubenstein may be deemed to have shared power to vote and dispose of 130,612
shares of Common Stock, representing less than 1% of the outstanding shares of
Common Stock.
21st Century Partners has sole power to vote and dispose of 495,909
shares of Common Stock, representing less than 1% of the outstanding shares of
Common Stock and may be deemed to have shared power to vote and dispose of
235,533 shares of Common Stock, representing less than 1% of the outstanding
shares of Common Stock.
21st Century T-E has sole power to vote and dispose of 168,646 shares
of Common Stock, representing less than 1% of the outstanding shares of Common
Stock and may be deemed to have shared power to vote and dispose of 562,796
shares of Common Stock, representing less than 1% of the outstanding shares of
Common Stock.
21st Century Foreign has sole power to vote and dispose of 66,887
shares of Common Stock, representing less than 1% of the outstanding shares of
Common Stock and may be deemed to have shared power to vote and dispose of
664,555 shares of Common Stock, representing less than 1% of the outstanding
shares of Common Stock.
By virtue of his being the sole shareholder of ARH Corp., Harvey
Sandler may be deemed to have shared power to vote and dispose of 731,442 shares
of Common Stock, representing approximately 1.1% of the outstanding shares of
Common Stock.
<PAGE>
- ---------------------------------- ---------------------------
CUSIP No. 917327 10 8 13D Page 54 of 59 Pages
- ---------------------------------- ---------------------------
By virtue of his being the sole member of ALSI, LLC, Andrew Sandler may
be deemed to have shared power to vote and dispose of 731,442 shares of Common
Stock, representing approximately 1.1% of the outstanding shares of Common
Stock.
By virtue of his being the sole shareholder of MJDM Corp., Michael
Marocco may be deemed to have shared power to vote and dispose of 731,442 shares
of Common Stock, representing approximately 1.1% of the outstanding shares of
Common Stock.
By virtue of his being the majority shareholder of Four JK Corp., John
Kornreich may be deemed to have shared power to vote and dispose of 731,442
shares of Common Stock, representing approximately 1.1% of the outstanding
shares of Common Stock.
By virtue of being a general partner of 21st Century Partners, 21st
Century T-E and 21st Century Foreign, Sandler Investment Partners may be deemed
to have shared power to vote and dispose of 731,442 shares of Common Stock,
representing approximately 1.1% of the outstanding shares of Common Stock.
By virtue of being a general partner of Sandler Investment Partners,
Sandler Capital Management may be deemed to have shared power to vote and
dispose of 731,442 shares of Common Stock, representing approximately 1.1% of
the outstanding shares of Common Stock.
By virtue of being a general partner of Sandler Capital Management, ARH
Corp. may be deemed to have shared power to vote and dispose of 731,442 shares
of Common Stock, representing approximately 1.1% of the outstanding shares of
Common Stock.
By virtue of being a general partner of Sandler Capital Management,
ALSI, LLC may be deemed to have shared power to vote and dispose of 731,442
shares of Common Stock, representing approximately 1.1% of the outstanding
shares of Common Stock.
By virtue of being a general partner of Sandler Capital Management,
MJDM Corp. may be deemed to have shared power to vote and dispose of 731,442
shares of Common Stock, representing approximately 1.1% of the outstanding
shares of Common Stock.
By virtue of being a general partner of Sandler Capital Management,
Four JK Corp. may be deemed to have shared power to vote and dispose of 731,442
shares of Common Stock, representing approximately 1.1% of the outstanding
shares of Common Stock.
By virtue of being a general partner of 21st Century Partners, 21st
Century T-E and 21st Century Foreign, InfoMedia Associates may be deemed to have
shared power to vote and dispose of 731,442 shares of Common Stock, representing
approximately 1.1% of the outstanding shares of Common Stock.
Item 5(e) is amended in its entirety as follows:
(e) As of December 17, 1998, the date of the consummation of
the Merger, the Reporting Persons ceased to be the beneficial owners of more
than 5% of the outstanding Common Stock of the Issuer.
<PAGE>
- ---------------------------------- ---------------------------
CUSIP No. 917327 10 8 13D Page 55 of 59 Pages
- ---------------------------------- ---------------------------
SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: December 22, 1998 WHEATLEY PARTNERS, L.P.
By: Wheatley Partners, LLC,
General Partner
By: /s/ Barry Rubenstein
---------------------------------
Barry Rubenstein, Chief Executive
Officer
WHEATLEY PARTNERS, LLC
By: /s/ Barry Rubenstein
---------------------------------
Barry Rubenstein, Chief Executive
Officer
/s/ Barry Rubenstein
---------------------------------
Barry Rubenstein
/s/ Irwin Lieber
--------------------------------------
Irwin Lieber
/s/ Barry Fingerhut
--------------------------------------
Barry Fingerhut
/s/ Seth Lieber
--------------------------------------
Seth Lieber
/s/ Jonathan Lieber
---------------------------------------
Jonathan Lieber
<PAGE>
- ---------------------------------- ---------------------------
CUSIP No. 917327 10 8 13D Page 56 of 59 Pages
- ---------------------------------- ---------------------------
WHEATLEY MANAGEMENT LTD.
By: /s/ Irwin Lieber
----------------------------------
Irwin Lieber, President
WHEATLEY FOREIGN PARTNERS, L.P.
By: Wheatley Partners, LLC, General
Partner
By: /s/ Barry Rubenstein
----------------------------------
Barry Rubenstein, Chief Executive
Officer
WOODLAND PARTNERS
By: /s/ Barry Rubenstein
----------------------------------
Barry Rubenstein, a General
Partner
/s/ Marilyn Rubenstein
--------------------------------------
Marilyn Rubenstein
INFOMEDIA ASSOCIATES, LTD.
By: /s/ Barry Rubenstein
----------------------------------
Barry Rubenstein, President
21ST CENTURY COMMUNICATIONS PARTNERS,
L.P.
By: Sandler Investment Partners, L.P.,
General Partner
By: Sandler Capital Management,
General Partner
<PAGE>
- ---------------------------------- ---------------------------
CUSIP No. 917327 10 8 13D Page 57 of 59 Pages
- ---------------------------------- ---------------------------
By: ARH Corp., General Partner
By: /s/ Edward Grinacoff
---------------------------------
Edward Grinacoff, Secretary and
Treasurer
<PAGE>
- ---------------------------------- ---------------------------
CUSIP No. 917327 10 8 13D Page 58 of 59 Pages
- ---------------------------------- ---------------------------
21ST CENTURY COMMUNICATIONS T-E PARTNERS,
L.P.
By: Sandler Investment Partners, L.P.,
General Partner
By: Sandler Capital Management, General
Partner
By: ARH Corp., General Partner
By: /s/ Edward Grinacoff
-----------------------------------
Edward Grinacoff, Secretary and
Treasurer
21ST CENTURY COMMUNICATIONS FOREIGN
PARTNERS, L.P.
By: Sandler Investment Partners, L.P.,
General Partner
By: Sandler Capital Management, General
Partner
By: ARH Corp., General Partner
By: /s/ Edward Grinacoff
------------------------------------
Edward Grinacoff, Secretary and
Treasurer
SANDLER INVESTMENT PARTNERS, L.P.
By: Sandler Capital Management, General
Partner
By: ARH Corp., General Partner
By: /s/ Edward Grinacoff
------------------------------------
Edward Grinacoff, Secretary and
Treasurer
SANDLER CAPITAL MANAGEMENT
By: ARH Corp., General Partner
By: /s/ Edward Grinacoff
------------------------------------
Edward Grinacoff, Secretary and
Treasurer
ARH CORP.
By: /s/ Edward Grinacoff
------------------------------------
Edward Grinacoff, Secretary and
Treasurer
ALSI, LLC
By: /s/ Andrew Sandler
------------------------------------
Andrew Sandler, Member
<PAGE>
- ---------------------------------- ---------------------------
CUSIP No. 917327 10 8 13D Page 59 of 59 Pages
- ---------------------------------- ---------------------------
MJDM CORP.
By: /s/ Michael Marocco
------------------------------------
Michael Marocco, Shareholder
FOUR JK CORP.
By: /s/ John Kornreich
------------------------------------
John Kornreich, Shareholder
/s/ Harvey Sandler
------------------------------------
Harvey Sandler
/s/ Andrew Sandler
------------------------------------
Andrew Sandler
/s/ Michael Marocco
------------------------------------
Michael Marocco
/s/ John Kornreich
------------------------------------
John Kornreich
