Rule 424(b)(3)
THE MILLBROOK PRESS, INC.
SUPPLEMENT DATED DECEMBER 30, 1998
TO
PROSPECTUS DATED DECEMBER 31, 1997
The following information supplements the information contained in the
Prospectus dated December 31, 1997 ("Prospectus") relating to the sale of an
aggregate of 1,045,000 shares of common stock, $.01 par value ("Common Stock"),
by certain persons ("Selling Stockholders"). All capitalized terms used herein
which are not otherwise defined have the meaning ascribed to them in the
Prospectus.
The following updates the table under the section "Common Stock Selling
Stockholders" set forth in the Prospectus found on pages 14, 15, and 16, to
account for private sales of certain of the August 1996 Warrants. The 1996
Warrant Shares underlying the August 1996 Warrants have been registered under
the registration statement of which the Prospectus forms a part. The following
table sets forth (i) the number of shares of Common Stock owned by each Selling
Shareholder at December 1, 1998, (ii) the number of shares being offered for
resale hereby by each Selling Shareholder; and (iii) the number and percentage
of shares of Common Stock to be held by each Selling Shareholder after the
completion of this Offering. Except as otherwise indicated in the Footnotes to
such table, none of such Selling Shareholders has been an officer, director or
employee of the Company for the past three years.
<TABLE>
<CAPTION>
NAME Number of Shares of Common Stock Shares to be Shares of Common Stock
Beneficially Owned Prior to Sold in Offering Beneficially Owned
Offering (1) ---------------- After Offering
------------ --------------
Number Percent Number Percent
------ ------- ------ -------
<S> <C> <C> <C> <C> <C>
Leon Abramson and Lorraine Abramson 12,500 * 12,500 0 0
Richard Ackerman 12,500 * 12,500 0 0
Alsa, Inc. 25,000 * 25,000 0 0
Applewood Associates LP (2)(17) 771,213 21.1 200,000 571,213 16.5
Neil Bellett 12,500 * 12,500 0 0
Jeffrey Conrad (3) 117,500 3.3 12,500 105,000 2.9
Dalewood Associates, L.P. 89,750 2.5 89,750 0 0
Richard Etra and Kenneth Etra 6,500 * 6,500 0 0
Steven Etra 16,250 * 16,250 0 0
Andrew Feiner 12,500 * 12,500 0 0
Barry Fingerhut (4)(17) 2,013,748 52.2 75,000(5) 1,613,748 46.7
Gordon M. Freeman 50,000 1.4 50,000 0 0
Howard Graham (6) 173,529 4.9 12,500 161,029 4.5
Ernest Gottdiener 12,500 * 12,500 0 0
Peter Hunt 12,500 * 12,500 0 0
Norman Kurtz 12,500 * 12,500 0 0
Irwin Lieber (7)(17) 2,012,748 52.2 75,000(5) 1,612,748 46.7
Anthony Peyser 12,500 * 12,500 0 0
RJB Partners, L.P. 12,500 * 12,500 0 0
Rebecca Rubenstein 25,000 * 25,000 0 0
Alan J. Rubin 12,500 * 12,500 0 0
Chana Sasha Foundation 16,667 * 16,667 0 0
Alan and Nancy Shapiro 6,250 * 6,250 0 0
21st Century Communications Foreign 1,068,678 30.0 11,500(11) 943,678 21.0
Partners, L.P.(8)(17)
21st Century Communications T-E Partners, 1,068,678 30.0 28,500(12) 943,678 21.0
L.P.(9)(17)
21st Century Communications, L.P.(10)(17) 1,068,678 30.0 85,000(13) 943,678 21.0
Charles Warshaw 6,250 * 6,250 0 0
Aaron Wolfson 16,667 * 16,666 0 0
Abraham Wolfson 16,667 * 16,667 0 0
Woodland Partners 153,857 4.4 75,000 78,857 2.3
GKN Securities Corp. (14) 179,015 2.5 89,265(15) 0 0
Roger Gladstone (16) 24,345(13) * 24,345 0 0
Robert Gladstone (16) 24,345(13) * 24,345 0 0
David M. Nussbaum (16) 24,345(13) * 24,345 0 0
Kirlin Securities, Inc. 7,700 * 7,700 0 0
</TABLE>
* Less than 1%
(1) Beneficial ownership is determined in accordance with the rules of
the Commission and generally includes voting or investment power with
respect to securities. Shares of the Company's Common Stock subject
to options, warrants and convertible preferred stock currently
exercisable or convertible, or exercisable or convertible within
sixty (60) days, are deemed outstanding for computing the percentage
of the person holding such options or warrants but are not deemed
outstanding for computing the percentage of any other person.
(2) Represents 571,213 shares of Common Stock and 200,000 shares of
Common Stock issuable upon the exercise of presently exercisable
August 1996 Warrants. The general partners of Applewood Associates,
L.P. are Irwin Lieber, Barry Rubenstein, Barry Fingerhut and
Applewood Capital Corp.
(3) Mr. Conrad has served as President and Chief Executive Officer of the
Company since October 1996. Consists of 105,000 shares of Common
Stock issuable upon presently exercisable options or options
exercisable within sixty (60) days and 12,500 shares of Common Stock
issuable upon presently exercisable August 1996 Warrants.
(4) Mr. Fingerhut served as the Chairman of the Board of the Company from
February 1994 to October 1997 and has served as a Director of the
Company since February 1994. Represents (i) 84,857 shares of Common
Stock owned by Mr. Fingerhut, (ii) an aggregate of 943,678 shares of
Common Stock owned by 21st Century Communications Partners, L.P.
("21st Partners"), 21st Century Communications T-E Partners, L.P.
("21st T-E") and 21st Century Communications Foreign Partners, L.P.
("21st Foreign"), (iii) 571,213 shares of Common Stock owned by
Applewood Associates, L.P. ("Applewood"), (iv) 200,000 shares of
Common Stock issuable upon the exercise of August 1996 Warrants held
by Applewood issued in an August 1996 Bridge Financing ("Bridge
Financing"), (v) 125,000 shares of Common Stock issuable upon the
exercise of presently exercisable August 1996 Warrants held by 21st
Partners, 21st T-E, and 21st Foreign, (vi) 14,000 shares owned by
Pamela
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<PAGE>
Fingerhut, the wife of Mr. Fingerhut and (vii) 75,000 shares of
Common Stock issuable upon exercise of August 1996 Warrants held by
Mr. Fingerhut. By virtue of being a shareholder, officer and director
of InfoMedia Associates, L.P. ("InfoMedia") which is a general
partner of 21st Partners, 21st T-E and 21st Foreign, a general
partner of Applewood, and the husband of Pamela Fingerhut, Mr.
Fingerhut may be deemed to have shared power to vote and to dispose
of 1,853,891 shares of Common Stock owned by such recordholders, of
which Mr. Fingerhut disclaims beneficial ownership, except to the
extent of his equity interest in such recordholders.
(5) Does not include 1996 Warrant Shares to be sold by 21st Foreign, 21st
Partners, 21st T-E or Applewood.
(6) Mr. Graham has been a Director of the Company since 1989, served as a
Vice President since the Company's inception in 1989 until December
1997 and has been Chairman of the Board of the Company since October
1997. Represents 91,250 shares of Common Stock issuable upon
presently exercisable options or options exercisable within sixty
(60) days, 12,500 shares of Common Stock issuable upon presently
exercisable August 1996 Warrants which are owned by Mr. Graham and
his wife as joint tenants, and 69,779 shares of Common Stock which
are owned by Mr. Graham and his wife as joint tenants.
(7) Represents (i) 97,857 shares owned by Mr. Lieber, (ii) 943,678 shares
of Common Stock owned by 21st Partners, 21st T-E and 21st Foreign,
(iii) 571,213 shares of Common Stock owned by Applewood, (iv) 200,000
shares of Common Stock issuable upon the exercise of presently
exercisable August 1996 Warrants held by Applewood, (v) 125,000
shares of Common Stock issuable upon the exercise of presently
exercisable August 1996 Warrants held by 21st Partners, 21st T-E and
21st Foreign and (vi) 75,000 shares of Common Stock issuable upon the
exercise of presently exercisable August 1996 Warrants held by Mr.
Lieber. By virtue of being a shareholder, officer and director of
InfoMedia which is a general partner of 21st Partners, 21st T-E and
21st Foreign, and a general partner of Applewood, Mr. Lieber may be
deemed to have shared power to vote and dispose of the shares of
Common Stock owned by 21st Partners, 21st T-E and 21st Foreign and
Applewood. Mr. Lieber disclaims beneficial ownership of the
securities owned by 21st Partners, 21st T-E and 21st Foreign and
Applewood, except to the extent of his equity interest in such
recordholders.
(8) Represents (i) 86,142 shares of Common Stock owned by 21st Foreign,
(ii) 639,840 shares of Common Stock and 217,696 shares of Common
Stock owned by 21st Partners and 21st T-E, respectively of which 21st
Foreign disclaims beneficial ownership, (iii) 11,500 shares of Common
Stock issuable upon the exercise of presently exercisable August 1996
Warrants held by 21st Foreign and (iv) 28,500 and 85,000 shares of
Common Stock issuable upon the exercise of presently exercisable
August 1996 Warrants held by 21st T-E and 21st Partners,
respectively. The general partners of 21st Foreign are Sandler
Investment Partners, L.P., a New York limited partnership ("Sandler
General Partner") and InfoMedia. The general partner of the Sandler
General Partner is Sandler Capital Management, a New York general
partnership ("SCM"). The general partners of SCM and corporations
that are affiliates of Harvey Sandler, Barry Lewis, John Kornreich,
Michael Marocco and Andrew Sandler. Infomedia's shareholders are
Irwin Lieber, Barry Fingerhut and Barry Rubenstein.
(9) Represents (i) 217,696 shares of Common Stock owned by 21st T-E, (ii)
639,840 shares of Common Stock and 86,142 shares of Common Stock
owned by 21st Partners and 21st Foreign, respectively, of which 21st
T-E disclaims beneficial ownership, (iii) 28,500 shares of Common
Stock issuable upon the exercise of presently exercisable August 1996
Warrants held by 21st T-E and (iv) 11,500 and 85,000 shares of Common
Stock issuable upon the exercise of presently exercisable August 1996
Warrants held by 21st Foreign and 21st Partners, respectively, of
which 21st T-E disclaims beneficial ownership, The general partners
of 21st Partners are the Sandler General Partner and InfoMedia. The
general partner of the Sandler General Partner is SCM. The general
partners of SCM are corporations that are affiliates of one or more
of Harvey Sandler, Barry Lewis, John Kornreich, Michael Marocco and
Andrew Sandler. InfoMedia's shareholders are Irwin Lieber, Barry
Fingerhut and Barry Rubenstein.
(10) Represents (i) 639,840 shares of Common Stock owned by 21st Partners,
(ii) 217,696 shares of Common Stock and 86,142 shares of Common Stock
owned by 21st T-E and 21st Foreign, respectively, of which 21st
Partners disclaims beneficial ownership (iii) 85,000 shares of Common
Stock issuable upon the exercise of presently exercisable August 1996
Warrants held by 21st Partners and (iv) 11,500 and 28,500 shares of
Common Stock issuable upon the exercise of presently exercisable
August 1996 Warrants held by 21st Foreign and 21st T-E respectively,
of which 21st Partners disclaims beneficial ownership. The general
partners of 21st Partners are the Sandler General Partner is SCM. The
general partners of SCM are corporations that are affiliates of one
or more of Harvey Sandler. InfoMedia's shareholders are Irwin Lieber,
Barry Fingerhut and Barry Rubenstein.
(11) Does not include 1996 Warrant Shares to be sold by 21st T-E or 21st
Partners.
(12) Does not include 1996 Warrant Shares to be sold by 21st Foreign or
21st Partners.
(13) Does not include 1996 Warrant Shares to be sold by 21st T-E or 21st
Foreign.
(14) Includes 89,750 1996 Warrant Shares held by Dalewood Associates, L.P.
(15) Does not include 89,750 1996 Warrant Shares to be sold by Dalewood
Associates, L.P.
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<PAGE>
(16) Excludes Purchase Option Shares held by GKN Securities Corp. Messrs.
Nussbaum and Gladstone are directors and officers of GKN Securities
Corp. and they each disclaim beneficial ownership of all Purchase
Option Shares held by GKN Securities Corp.
(17) With respect to Applewood, Irwin Lieber and Barry Fingerhut, the
foregoing information is derived from a Schedule 13D filed with the
Commission by such individuals or entities on June 29, 1997, as
amended through October 9, 1998. With respect to 21st Partners, 21st
T-E and 21st Foreign, the foregoing information is derived from a
Schedule 13D filed with the Commission by such individuals or
entities on June 29, 1997
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