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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
THE HAVANA GROUP, INC.
(Name of Issuer)
Class A Common Stock Purchase Warrants
(Title of Class of Securities)
419209-11-9
(CUSIP Number)
Steven Morse, Esq., Lester Morse P.C., 111 Great Neck Rd., Great Neck, NY
11021 (516-487-1446) (Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 29, 1999
(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(b)(3) or (4), check the following box |_|.
Check the following box if a fee is being paid with the statement |_|. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
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 ("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>
SCHEDULE 13D
CUSIP No. 419209-11-9 Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Duncan Hill, Inc. ID# 34-1229487
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|X|
(b)|_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|X|
Does not include shares of Common Stock and Preferred Stock 13
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
CO
*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>
SCHEDULE 13D
CUSIP No. 419209-11-9 Page 3 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William L. Miller ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)|X|
(b)|_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
NUMBER OF
SHARES - 0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|X|
Common Stock and Preferred Stock owned by Duncan Hill, Inc. and
Options owned by William L. Miller.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-%
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>
SCHEDULE 13D
CUSIP No. 419209-11-9 Page 4 of 5 Pages
Item 1. Security and Issuer
This statement relates to the Common Stock Purchase Warrants of The
Havana Group, Inc. (the "Issuer"). The Warrants are exercisable at any time from
May 14, 1998 to the close of business on May 14, 2003 at a price of $5.25 per
share subject to certain redemption rights. The Issuer's executive office is
located at 4450 Belden Village Street, N.W., Suite 406, Canton, Ohio 44718.
Item 2. Identity and Background
Duncan Hill, Inc.
(a) Duncan Hill, Inc.
(b) 4450 Belden Village Street, N.W.
Suite 406
Canton, Ohio 44718
(c) Principal stockholder of the Issuer.
(d) Not applicable.
(e) Not applicable.
(f) Delaware
William L. Miller
(a) William L. Miller
(b) c/o Duncan Hill, Inc.
4450 Belden Village Street, N.W.
Suite 406
Canton, Ohio 44718
(c) Chief Executive Officer of The Havana Group, Inc. and Kids
Stuff, Inc.
(d) Not applicable.
(e) Not applicable.
(f) U.S.A.
Item 3. Source and Amount of Funds or Other Consideration
Not Applicable.
<PAGE>
SCHEDULE 13D
CUSIP No. 419209-11-9 Page 5 of 5 Pages
Item 4. Purpose of Transactions
Not Applicable.
Item 5. Interest in Securities of the Issuer
(a) - (b) As of April 29, 1998, the Issuer has 2,658,000 Class
A Common Stock Purchase Warrants outstanding. Of the 2,658,000
Class A Warrants, -0- are owned by Duncan Hill and William L.
Miller, which represents -0-% of the outstanding Warrants. The
foregoing does not include shares of Common Stock, Preferred
Stock and Options to purchase Common Stock owned by Duncan
Hill, Inc. and/or William L. Miller. For a description of this
beneficial ownership, a separate Schedule 13-D has been
previously filed with the Securities & Exchange Commission.
(c) On April 29, 1999, William L. Miller publicly sold 200,000
Class A Warrants at $.625 per Warrant pursuant to Rule 144 of
the Securities Act of 1933.
(d) Not Applicable
(e) Neither Mr. Miller nor Duncan Hill owns any Class A
Warrants as of the date hereof.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to the Securities of the Issuer
Not Applicable.
Item 7. Materials to be filed as Exhibits
Not applicable
Signature
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
correct.
Dated: May 10, 1999
Reporting Person: Duncan Hill, Inc.
Signature By: /s/ William L. Miller
Chief Executive Officer
Reporting Person: William L. Miller
Signature /s/ William L. Miller
