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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. ___)*
DVL, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
233347103
(CUSIP Number)
Proskauer Rose Goetz & Mendelsohn LLP
1585 Broadway
New York, New York 10036-8299
Attn: Herbert T. Weinstein, Esq.
212-969-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 27, 1996
(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 this statement
[ ] N/A. (A fee is not required only if the filing 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.)
* 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 the disclosures provided
in a prior cover page.
The information required in 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).
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 to be sent.
SCHEDULE 13D
CUSIP No. 233347103
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Lawrence J. Cohen
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) []
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
188,000
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH
10 SHARED DISPOSITIVE POWER
1,000,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
1,000,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
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.
SCHEDULE 13D
CUSIP No. 233347103
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Milton Neustadter
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
38,500
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH
10 SHARED DISPOSITIVE POWER
1,000,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
1,000,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
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.
SCHEDULE 13D
CUSIP No. 233347103
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Jay Chazanoff
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
121,300
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH
10 SHARED DISPOSITIVE POWER
1,000,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
1,000,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
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.
SCHEDULE 13D
CUSIP No. 233347103
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Ron Jacobs
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
94,100
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH
10 SHARED DISPOSITIVE POWER
1,000,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
1,000,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
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.
SCHEDULE 13D
CUSIP No. 233347103
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Stephen Simms
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
94,100
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH
10 SHARED DISPOSITIVE POWER
1,000,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
1,000,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
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.
Item 1. Security and Issuer
This Schedule 13D relates to the Common Stock, par value
$.01 per share (the "Common Stock"), of DVL, Inc., a Delaware
corporation (the "Issuer"). The Issuer's principal executive
offices are located at 24 River Road, Bogota, New Jersey 07603.
Item 2. Identity and Background
In addition to the persons filing this Schedule, there
are additional persons with dispositive power over the shares of
the Common Stock described herein (the "Other Persons").
(a) Mr. Lawrence J. Cohen, Mr. Milton Neustadter, Mr. Jay
Chazanoff, Mr. Ron Jacobs and Mr. Stephen Simms are the persons
filing this Schedule.
(b) Mr. Cohen's business address is National Financial
Companies LLC, 1325 Avenue of the Americas, Suite 1200, New York,
New York 10019. Mr. Neustadter's address is 2300 New Road, #103,
Northfield, New Jersey 08225. The business address of Messrs.
Chazanoff, Jacobs and Simms is Millennium Financial Services,
Inc., 70 East 55th Street, New York, New York 10022.
(c) Mr. Cohen is presently a Managing Director of National
Financial Companies LLC and chairman of Pembroke Companies, Inc.
The principal business of Pembroke Companies, Inc. and National
Financial Companies LLC is equity investments in, and the operation
of, middle-market companies and business and real estate ventures.
Pembroke Companies, Inc. and National Financial Companies LLC have
an office at 1325 Avenue of the Americas, Suite 1200, New York, New
York 10019. Mr. Neustadter is presently retired. Messrs.
Chazanoff, Jacobs and Simms are presently officers, directors and
sole shareholders, or members as applicable, of Millennium
Financial Services, Inc. and its affiliates (collectively,
"Millennium"). The principal business of Millennium is providing
administrative, management and collection services to limited
partnerships and other businesses. The address of Millennium is 70
East 55th Street, New York, New York 10022.
(d) During the last five years, none of Messrs. Cohen,
Neustadter, Chazanoff, Jacobs or Simms has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, none of Messrs. Cohen,
Neustadter, Chazanoff, Jacobs or Simms has been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction subjecting them to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities law of finding
any violation with respect to such laws.
(f) Messrs. Cohen, Neustadter, Chazanoff, Jacobs and Simms
are United States citizens.
Item 3. Source and Amount of Funds or Other Consideration
The persons filing this Schedule and the Other Persons
acquired an aggregate of 1,000,000 shares of Common Stock for an
aggregate purchase price of $200,000. For each of the persons
filing this Schedule, the source of funds for such person's
purchase of shares of the Common Stock was personal funds.
Item 4. Purpose of Transaction
As described in the Proxy Statement dated and filed with
the Securities and Exchange Commission on July 31, 1996, on
September 27, 1996, the Issuer consummated a multi-faceted
transaction pursuant to which: (i) certain existing indebtedness of
the Issuer was acquired by NPM Capital LLC, a Delaware limited
liability company; (ii) 1,000,000 shares of the Common Stock were
issued to, and purchased by, the persons filing this Schedule and
the Other Persons; (iii) the Certificate of Incorporation of the
Issuer was amended to permit the issuance of warrants, to limit
change of ownership of capital stock of the Issuer and to designate
Preferred Stock together with rights, powers and preferences
(including the appointment of a special purpose director); (iv)
warrants to purchase additional shares of Common Stock were issued
to the persons filing this Schedule and one of the Other Persons
for itself and as nominee for the remaining Other Persons (subject
to reissuance in the names of such Other Persons); (v) 100 shares
of preferred stock were issued to an affiliate of one of the Other
Persons; (vi) an employee and director stock option plan was
adopted by the Issuer; and (vii) most, but not all, convertible
securities and warrants existing and outstanding prior to this
transaction were converted into common stock. Other than as
described or referenced herein, none of the persons filing this
Schedule has any present plans or proposals of the type required to
be disclosed in this Item.
Item 5. Interest in Securities of the Issuer
(a) The aggregate number of shares of Common Stock
beneficially owned by each of the persons filing this
Schedule as of the date of this Schedule is 1,000,000
shares, or 6.5% of the outstanding Common Stock.
(b) As of the date of this Schedule, Mr. Cohen possesses the
sole power to vote 188,000 shares of Common Stock, and he
shares the powers to dispose of 1,000,000 shares of
Common Stock.
As of the date of this Schedule, Mr. Neustadter possesses
the sole power to vote 38,500 shares of Common Stock, and
he shares the powers to dispose of 1,000,000 shares of
Common Stock.
As of the date of this Schedule, Mr. Chazanoff possesses
the sole power to vote 121,300 shares of Common Stock,
and he shares the powers to dispose of 1,000,000 shares
of Common Stock.
As of the date of this Schedule, Mr. Jacobs possesses the
sole power to vote 94,100 shares of Common Stock, and he
shares the powers to dispose of 1,000,000 shares of
Common Stock.
As of the date of this Schedule, Mr. Simms possesses the
sole power to vote 94,100 shares of Common Stock, and he
shares the powers to dispose of 1,000,000 shares of
Common Stock.
(c) None of the persons has effected any transactions in the
class of securities reported on during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
By arrangement among the persons filing this Schedule and
the Other Persons (for the purposes of this paragraph, each a
"Holder"), the Holders have agreed to certain limitations on the
disposition of Common Stock and warrants to purchase shares of
Common Stock owned or held by them, which are described below. The
Holders have rights of first refusal/first offer with respect to
the disposition of shares of Common Stock and warrants to purchase
shares of Common Stock held by other Holders (unless the
disposition is made to certain specified affiliates of a Holder).
In addition, a Holder may not dispose of any of his or its shares
of Common Stock (except to another Holder or certain specified
affiliates of a Holder) for one and one-half years from the date of
acquisition. Thereafter, subject to the above-mentioned rights of
first refusal/first offer and certain other limitations, (i)
through the third anniversary of the date of acquisition, a Holder
may dispose of up to one-half (or more subject to the consent of
affiliated Holders) of his or its shares of the Common Stock and
(ii) after such third anniversary, a Holder may dispose of all of
his or its shares of the Common Stock. A Holder may not dispose of
his or its warrants to purchase shares of Common Stock (except to
another Holder or certain specified affiliates of a Holder) or
convert, exercise or exchange any of such warrants for a period of
three years from the date of acquisition. After the third
anniversary of the date of acquisition, subject to the above-
mentioned rights of first refusal/first offer and certain other
limitations, a Holder may dispose of up to 49.9% (or more subject
to the consent of affiliated Holders) of his or its shares of the
Common Stock represented by his or its warrants to purchase shares
of Common Stock after giving effect to conversion, exercise or
exchange of such warrants. In certain circumstances, a Holder may
be required to dispose of its shares of Common Stock and warrants
to purchase shares of Common Stock to other Holders. The foregoing
limitations may be waived with the consent of Holders holding two-
thirds of the Common Stock and warrants to purchase shares of
Common Stock (after giving effect to their conversion, exercise or
exchange) held by all Holders.
Item 7. Material to Be Filed as Exhibits
A joint filing agreement, dated December 19, 1996, among
the signatories to this Schedule 13D is filed as Exhibit 1 hereto.
Forms of documents and agreements relating to the
transaction described in Item 4 are annexed to the Proxy Statement
of the Issuer dated and filed with the Securities and Exchange
Commission on July 31, 1996 and incorporated herein by this
reference and not provided with the filing of this Schedule.
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.
12/18/96 /s/Lawrence J. Cohen
Date LAWRENCE J. COHEN
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.
12/19/96 /s/ Milton Neustadter
Date MILTON NEUSTADTER
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.
12/18/96 /s/ Jay Chazanoff
Date JAY CHAZANOFF
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.
12/19/96 /s/ Ron Jacobs
Date RON JACOBS
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.
12/19/96 /s/ Stephen Simms
Date STEPHEN SIMMS
EXHIBIT INDEX
Sequential
Exhibit Number Description Page Number
1 Joint Filing Agreement dated December 15
19, 1996 among the signatories to this
Schedule 13D
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(f)(1)
The undersigned acknowledge and agree that the foregoing
statement on Schedule 13D is filed on behalf of each of the
undersigned and that all subsequent amendments to this statement on
Schedule 13D shall be filed on behalf of each of the undersigned
without the necessity of filing additional joint filing agreements.
The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and
accuracy of the information concerning him or her contained
therein, but shall not be responsible for the completeness and
accuracy of the information concerning the other, except to the
extent that such person knows or has reason to believe that such
information is inaccurate. This Agreement may be executed in any
number of counterparts and all of such counterparts taken together
shall constitute one and the same instrument.
December 19, 1996
/s/ Lawrence J. Cohen
Lawrence J. Cohen
/s/ Milton Neustadter
Milton Neustadter
/s/ Jay Chazanoff
Jay Chazanoff
/s/ Ron Jacobs
Ron Jacobs
/s/ Stephen Simms
Stephen Simms
