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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. 2 )*
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)
JUNE 30, 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 or
securities owned by William L. Miller, a control person of Duncan
Hill.
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 200,000
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
200,000
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
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)
7.0%
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 7835 Freedom Avenue, N.W., North Canton, OH 44720
ITEM 2. Identity and Background
DUNCAN HILL, INC.
(a) Duncan Hill, Inc.
(b) 7835 Freedom Avenue, N.W.
North Canton, OH 44720
(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.
7835 Freedom Avenue, N.W.
North Canton, OH 44720
(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.
ITEM 4. Purpose of Transactions
Not Applicable.
<PAGE>
SCHEDULE 13D
CUSIP No. 419209-11-9 Page 5 of 5 Pages
ITEM 5. Interest in Securities of the Issuer
(a) - (b) As of June 30, 1999, the Issuer has 2,858,000 Class
A Common Stock Purchase Warrants outstanding. Of the 2,858,000
Class A Warrants, 200,000 are owned by William L. Miller,
which represents 7.0% of the outstanding Warrants. William L.
Miller has the sole voting right as to the shares underlying
the Class A Warrants and sole dispositive power over the
securities. 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 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. On June 30, 1999, the Company
issued and sold 200,000 Class A Warrants to William L. Miller
in exchange for a waiver of base salary of $67,233 owed and
accrued through June 30, 1999 and base salary of $25,000 for
the period July 1, 1999 through December 31, 1999. This
transaction was approved by the Company's Board of Directors.
(d) Not Applicable
(e) Not Applicable as to William L. Miller; however, Duncan
Hill no longer owns any Class A Warrants.
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: December 2, 1999
Reporting Person: Duncan Hill, Inc.
Signature By: /s/ William L. Miller
(authorized officer)
Reporting Person: William L. Miller
Signature /s/ William L. Miller
