UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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. __)*
GBI Capital Management Corp.
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(Name of Issuer)
Common Stock, par value $.0001 per share
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(Title of Class of Securities)
36149Y101
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(CUSIP Number)
Richard J. Rosenstock
GBI Capital Management Corp.
1055 Stewart Avenue
Bethpage, New York 11714
(516) 470-1000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 24, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13D 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.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 5 Pages
<PAGE>
CUSIP No. 36149Y101 SCHEDULE 13D Page 2 of 5 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Richard J. Rosenstock
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
3,967,437
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 3,967,437
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,967,437
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 21.1%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer
The class of securities to which this Schedule 13D relates is the common
stock, par value $.0001 per share (the "Common Stock"), of GBI CAPITAL
MANAGEMENT CORP., a Florida corporation (the "Issuer"). The principal executive
offices of the Issuer are located at 1055 Stewart Avenue, Bethpage, New York
11714.
Item 2. Identity and Background
This statement is being filed by Richard J. Rosenstock, President and
Chief Operating Officer of the Issuer. Mr. Rosenstock's address is c/o GBI
Capital Management Corp., 1055 Stewart Avenue, Bethpage New York 11714.
Mr. Rosenstock is also President of Gaines, Berland Inc., a New York
corporation and wholly owned subsidiary of the Issuer ("Gaines Berland"). Gaines
Berland is a registered broker-dealer with the Securities & Exchange Commission,
the National Association of Securities Dealers, Inc. and the Securities Investor
Protection Corporation. Gaines Berland provides investment banking and research
services and engages in the institutional and retail sales of securities.
During the past five years, Mr. Rosenstock has not been (a) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
(b) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result thereof was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Mr. Rosenstock is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
Pursuant to an Agreement and Plan of Merger dated as of May 27, 1999 (the
"Merger Agreement"), attached hereto as Exhibit 2, by and among Frost Hanna
Capital Group, Inc., a Florida corporation ("Frost Hanna"), FHGB Acquisition
Corporation, a New York corporation and a wholly-owned subsidiary of Frost Hanna
("FHGB"), Gaines Berland, and GBI Trading Corp., a New York corporation ("GBI"),
and Gaines Berland Holdings, Inc., a Delaware corporation ("Holdings"), both
wholly-owned subsidiaries of Gaines Berland, FHGB was merged with and into
Gaines Berland (the "Merger"), with Gaines Berland surviving the Merger and
becoming a wholly-owned subsidiary of Frost Hanna.
Also pursuant to the Merger Agreement, each share of common stock of
Gaines Berland, par value $.01 per share (the "Gaines Berland Common Stock"),
issued and outstanding at August 24, 1999, was cancelled, extinguished and
automatically converted into the right to receive 21,917 shares of Common Stock.
As a result of the Merger, Mr. Rosenstock's shares of Gaines Berland
Common Stock were converted into 3,945,060 shares of Common Stock.
Page 3 of 5 Pages
<PAGE>
Item 4. Purpose of Transactions
In the Merger, the Issuer acquired Gaines Berland, a securities brokerage
and trading firm, as a wholly-owned subsidiary and Gaines Berland has obtained
access to public equity markets through its parent, the Issuer, the shares of
Common Stock of which are listed on the NASD OTC Bulletin Board. Mr. Rosenstock
was a principal shareholder of Gaines Berland. In connection with and as a
condition to the Merger, Mr. Rosenstock's shares of Gaines Berland Common Stock
were converted into shares of Common Stock, as described in Item 3 above.
Mr. Rosenstock has represented to the Issuer that he has acquired the
Common Stock for his own account and without a view towards resale, transfer or
distribution and has agreed that he will not, without the prior written consent
of the Board of Directors of the Issuer, sell, transfer, or otherwise dispose of
any of the shares of Common Stock received in the Merger for a period of two (2)
years.
On August 23, 1999, Mr. Rosenstock, along with certain other shareholders
of Gaines Berland and their designees, was elected to the Board of Directors of
the Issuer, pursuant to a vote of the shareholders of the Issuer.
In addition, Mr. Rosenstock, along with certain other shareholders of
Gaines Berland, was elected an officer of the Issuer, pursuant to the Unanimous
Written Consent of the Board of Directors of the Issuer, effective August 24,
1999. Effective as of August 24, 1999, the Issuer changed its name to GBI
Capital Management Corp.
In connection with the Merger, the Issuer amended its Articles of
Incorporation to provide for an authorized class of preferred stock, consisting
of 2,000,000 shares, par value $.0001 per share (the "Preferred Stock"). This
amendment, which was approved by the Issuer's shareholders, vests in the Board
of Directors the authority to designate one or more series of up to a total of
2,000,000 outstanding shares of the Preferred Stock, and to determine the
designations, preferences, and limitations of each such series. Under certain
circumstances, the Board of Directors could use the Preferred Stock to create
voting impediments or otherwise frustrate persons seeking to effect a takeover
or otherwise gain control of the Issuer.
Item 5. Interest in Securities of the Issuer
Mr. Rosenstock possesses sole voting and dispositive power as to 3,967,437
shares of the Issuer's Common Stock, approximately 21.1% of the issued and
outstanding shares.
Mr. Rosenstock's beneficial ownership includes options to purchase 22,377
shares of Common Stock currently exercisable at a price of $4.46875 per share,
which options expire on August 23, 2004.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits
Exhibit 1. Merger Agreement, incorporated by reference to Exhibit A to the
Issuer's Definitive Proxy Statement on Schedule 14A dated July 30,
1999.
Exhibit 2. Certificate of Merger of FHGB Acquisition Corporation and Gaines,
Berland Inc. into Gaines, Berland Inc.
Page 4 of 5 Pages
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
accurate.
/s/ Richard J. Rosenstock
Dated: September 3, 1999 ----------------------------------------
Richard J. Rosenstock
Page 5 of 5 Pages
Exhibit 2
Certificate of Merger
of
FHGB ACQUISITION CORPORATION
and
GAINES, BERLAND INC.
Into
GAINES, BERLAND INC.
Under Section 904 of the Business Corporation Law
It is hereby certified on behalf of each of the constituent corporations
herein named, as follows:
FIRST: The Board of Directors of each of the constituent corporations has
duly adopted a plan of merger setting forth the terms and conditions of the
merger of said corporations.
SECOND: The name of the constituent corporation which is to be the
surviving corporation, and which is hereinafter sometimes referred to as the
"surviving constituent corporation" is GAINES, BERLAND INC., and the name under
which it was formed is GAINES, BERLAND, SHAFFER & SILVERSHEIN INC. The date upon
which its certificate of incorporation was filed with the Department of State is
September 23, 1983.
THIRD: The name of the other constituent corporation, which is being
merged into the surviving constituent corporation, and which is hereinafter
sometimes referred to as the "merged constituent corporation," is FHGB
ACQUISITION CORPORATION. The date upon which its certificate of incorporation
was filed with the Department of State is May 24, 1999.
FOURTH: As to each constituent corporation, the plan of merger sets forth
the designation and number of outstanding shares of each class and series, the
specification of the classes and series entitled to vote on the plan of merger,
and the specification of each class and series entitled to vote as a class on
the plan of merger, as follows:
<PAGE>
GAINES, BERLAND INC.
Designation of Number of outstanding Designation of Classes and
each outstanding shares of each class class and series series entitled to
class and series entitled to vote vote as a class
of shares
Common Stock 730 Common Stock Common Stock
- ----------------- --------------------- ---------------- ---------------
FHGB ACQUISITION CORPORATION
Designation of Number of outstanding Designation of Classes and
each outstanding shares of each class class and series series entitled to
class and series entitled to vote vote as a class
of shares
Common Stock 100 Common Stock Common Stock
- ----------------- --------------------- ---------------- ---------------
FIFTH: The merger herein certified was authorized in respect of the
surviving constituent corporation, GAINES, BERLAND INC., by unanimous written
consent of the holders of outstanding shares of the corporation entitled to vote
on the plan of merger, in accordance with Section 615 of the Business
Corporation Law of the State of New York.
SIXTH: The merger herein certified was authorized in respect of the merged
constituent corporation, FHGB ACQUISITION CORPORATION, by written consent of the
sole shareholder of the corporation, in accordance with Section 615 of the
Business Corporation Law of the State of New York.
SEVENTH: This Certificate of Merger shall be effective upon filing with
the Department of State of the State of New York.
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<PAGE>
IN WITNESS WHEREOF, the undersigned have signed this document on the date
set forth below and do hereby affirm, under penalties of perjury, that the
statements contained herein have been examined by the undersigned and are true
and correct.
GAINES, BERLAND INC.
By: /s/ Richard Rosenstock
------------------------------
Richard Rosenstock
President
August 24, 1999
By: /s/ Joseph Berland
------------------------------
Joseph Berland
Chief Executive Officer
August 24, 1999
FHGB ACQUISITION CORPORATION
By: /s/ Mark J. Hanna
------------------------------
Mark J. Hanna
President
August 24, 1999
By: /s/ Richard B. Frost
------------------------------
Richard B. Frost
Chief Executive Officer
August 24, 1999
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