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. 1)*
DVL, Inc.
---------
(Name of Issuer)
Common Stock, par value $0.01 per share
---------------------------------------
(Title of Class of Securities)
233347103
---------
(CUSIP Number)
Howard S. Jacobs, Esq.
Rosenman & Colin LLP
575 Madison Avenue
New York, New York 10022
212-940-8800
------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 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-l(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
* 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).
(Continued on following pages)
(Page 1 of 14 Pages)
<PAGE>
CUSIP No. 233347103 SCHEDULE 13D Page 2 of 14 Pages
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lawrence J. Cohen
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
2,597,124
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,390,153
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,453,819
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,843,972
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 233347103 SCHEDULE 13D Page 3 of 14 Pages
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Milton Neustadter
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
531,210
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 284,362
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,453,819
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,738,181
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 233347103 SCHEDULE 13D Page 4 of 14 Pages
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jay Chazanoff
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,642,017
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 880,138
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,936,464
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,816,602
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 233347103 SCHEDULE 13D Page 5 of 14 Pages
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ron Jacobs
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,266,341
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 679,048
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,936,465
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,615,513
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 233347103 SCHEDULE 13D Page 6 of 14 Pages
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Stephen Simms
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,266,341
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 679,048
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,936,465
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,615,513
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 233347103 SCHEDULE 13D Page 7 of 14 Pages
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Keith B. Stein
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
894,204
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 480,448
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,028,342
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,508,790
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 14 Pages
This Amendment No. 1 (this "Amendment") amends the Schedule 13D
filed with the Securities and Exchange Commission (the "Commission") on December
20, 1996 (the "Schedule 13D") by Lawrence J. Cohen, Milton Neustadter, Jay
Chazanoff, Ron Jacobs and Stephen Simms, relating to the common stock, par value
$.01 per share (the "Common Stock"), of DVL, Inc., a Delaware corporation (the
"Issuer"). Capitalized terms used and not defined herein shall have the meanings
attributed to them in the Schedule 13D.
Item 1 Security and Issuer
The information set forth in Item 1 of the Schedule 13D is hereby
amended and supplemented by the following information.
The Issuer's principal executive offices are located at 70 East 55th
Street, New York, New York 10022.
Item 2 Identity and Background
The information set forth in Item 2 of the Schedule 13D is hereby
amended and supplemented by the following information to the respective
paragraphs thereof.
(a) Mr. Lawrence J. Cohen, Mr. Milton Neustadter, Mr. Jay Chazanoff, Mr.
Ron Jacobs, Mr. Stephen Simms and Mr. Keith B. Stein are the persons filing this
Amendment.
(b) The business address for each of Messrs. Cohen, Stein, Neustadter,
Chazanoff, Jacobs and Simms is 70 East 55th Street, New York, New York 10022.
(c) Mr. Stein is currently Chairman and Chief Executive Officer of
National Auto Finance Company, Inc., a specialty automobile finance company. The
address of National Auto Finance Company, Inc. is 10302 Deerwood Park Blvd.,
Suite 100, Jacksonville, FL 32256.
(d) During the last five years, Mr. Stein has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, Mr. Stein has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
subjecting him 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.
<PAGE>
Page 9 of 14 Pages
(f) Mr. Stein is a United States citizen.
Item 5 Interest in Securities of the Issuer
The information set forth in Item 5 of the Schedule 13D is hereby
amended and supplemented by the following information to the respective
paragraphs thereof.
(a) The aggregate number of shares of Common Stock beneficially owned by
Mr. Cohen as of the date of this Amendment is 2,843,972 shares, or 14.8% of the
outstanding Common Stock.
The aggregate number of shares of Common Stock beneficially owned by Mr.
Neustadter as of the date of this Amendment is 1,738,181 shares, or 9.5% of the
outstanding Common Stock.
The aggregate number of shares of Common Stock beneficially owned by Mr.
Chazanoff as of the date of this Amendment is 2,816,602 shares, or 14.6% of the
outstanding Common Stock.
The aggregate number of shares of Common Stock beneficially owned by Mr.
Jacobs as of the date of this Amendment is 2,615,513 shares, or 13.7% of the
outstanding Common Stock.
The aggregate number of shares of Common Stock beneficially owned by Mr.
Simms as of the date of this Amendment is 2,615,513 shares, or 13.7% of the
outstanding Common Stock.
The aggregate number of shares of Common Stock beneficially owned by Mr.
Stein as of the date of this Amendment is 3,508,790 shares, or 17.5% of the
outstanding Common Stock.
(b) As of the date of this Amendment, Mr. Cohen possesses: (i) the sole
power to vote 2,597,124 shares of Common Stock, which includes 2,409,124 shares
of Common Stock issuable upon exercise of Warrants (as defined below); (ii)
shared power to vote 0 shares of Common Stock; (iii) the sole power to dispose
of 1,390,153 shares of Common Stock, which includes 1,202,153 shares of Common
Stock issuable upon exercise of Warrants; and (iv) shared power with the other
member of the Pembroke Group (as defined below) to dispose of 1,453,819 shares
of Common Stock, which includes 1,206,971 shares of Common Stock issuable upon
the exercise of Warrants held by Mr. Cohen and 246,848 shares of Common Stock
issuable upon exercise of Warrants held by the other member of the Pembroke
Group. Mr. Cohen explicitly disclaims beneficial ownership of all of the shares
of Common Stock and Warrants (and shares of Common Stock issuable upon exercise
of Warrants) held by the other member of the Pembroke Group.
As of the date of this Amendment, Mr. Neustadter possesses: (i) the sole
power to vote 531,210 shares of Common Stock, which includes 492,710 shares of
Common Stock issuable upon exercise of Warrants; (ii) shared power to vote 0
shares of Common Stock; (iii) the sole power to dispose of 284,362 shares of
Common Stock, which includes 245,862 shares of Common Stock issuable upon
exercise of Warrants; and (iv) shared power with the other member of the
Pembroke Group to dispose of 1,453,819 shares of Common Stock, which includes
246,848 shares of Common Stock issuable upon the exercise of Warrants held by
Mr. Neustadter and 1,206,971 shares of Common Stock issuable upon exercise of
Warrants held by the other members of the Pembroke Group. Mr. Neustadter
explicitly disclaims beneficial ownership of all of the shares of Common Stock
and Warrants (and shares of Common Stock issuable upon exercise of Warrants)
held by the other member of the Pembroke Group.
<PAGE>
Page 10 of 14 Pages
As of the date of this Amendment, Mr. Chazanoff possesses: (i) the sole
power to vote 1,642,017 shares of Common Stock, which includes 1,520,717 shares
of Common Stock issuable upon exercise of Warrants; (ii) shared power to vote 0
shares of Common Stock; (iii) the sole power to dispose of 880,138 shares of
Common Stock, which includes 758,838 shares of Common Stock issuable upon
exercise of Warrants; and (iv) shared power with the other members of the
Millennium Group (as defined below) to dispose of 1,936,464 shares of Common
Stock, which includes 761,879 shares of Common Stock issuable upon the exercise
of Warrants held by Mr. Chazanoff and 1,174,585 shares of Common Stock issuable
upon exercise of Warrants held by the other members of the Millennium Group. Mr.
Chazanoff explicitly disclaims beneficial ownership of all of the shares of
Common Stock and Warrants (and shares of Common Stock issuable upon exercise of
Warrants) held by the other members of the Millennium Group.
As of the date of this Amendment, Mr. Jacobs possesses: (i) the sole power
to vote 1,266,341 shares of Common Stock, which includes 1,172,241 shares of
Common Stock issuable upon exercise of Warrants; (ii) shared power to vote 0
shares of Common Stock; (iii) the sole power to dispose of 679,048 shares of
Common Stock, which includes 584,948 shares of Common Stock issuable upon
exercise of Warrants; and (iv) shared power with the other members of the
Millennium Group to dispose of 1,936,465 shares of Common Stock, which includes
587,293 shares of Common Stock issuable upon exercise of Warrants held by Mr.
Jacobs and 1,349,172 shares of Common Stock issuable upon exercise of Warrants
held by the other members of the Millennium Group. Mr. Jacobs explicitly
disclaims beneficial ownership of all of the shares of Common Stock and Warrants
(and shares of Common Stock issuable upon exercise of Warrants) held by the
other members of the Millennium Group.
As of the date of this Amendment, Mr. Simms possesses: (i) the sole power
to vote 1,266,341 shares of Common Stock, which includes 1,172,241 shares of
Common Stock issuable upon exercise of Warrants; (ii) shared power to vote 0
shares of Common Stock; (iii) the sole power to dispose of 679,048 shares of
Common Stock, which includes 584,948 shares of Common Stock issuable upon
exercise of Warrants; and (iv) shared power with the other members of the
Millennium Group to dispose of 1,936,465 shares of Common Stock, which includes
597,293 shares of Common Stock issuable upon the exercise of Warrants by Mr.
Simms and 1,349,172 shares of Common Stock issuable upon the exercise of
Warrants by the other members of the Millennium Group. Mr. Simms explicitly
disclaims beneficial ownership of all of the shares of Common Stock and Warrants
(and shares of Common Stock issuable upon exercise of Warrants) held by the
other members of the Millennium Group.
As of the date of this Amendment, Mr. Stein possesses: (i) the sole power
to vote 894,204 shares of Common Stock, which includes 825,861 shares of Common
Stock issuable upon exercise of Warrants; (ii) shared power to vote 0 shares of
Common Stock; (iii) the sole power to dispose of 480,448 shares of Common Stock,
which includes 412,105 shares of Common Stock issuable upon exercise of
Warrants; and (iv) shared power with the other members of the Florida Group (as
defined below) to dispose of 3,028,342 shares of Common Stock, which includes
413,756 shares of Common Stock issuable upon the exercise of Warrants by Mr.
Stein and 2,614,586 shares of Common Stock issuable upon the exercise of
Warrants by the other members of the Florida Group. Mr. Stein explicitly
disclaims beneficial ownership of all of the shares of Common Stock and Warrants
(and shares of Common Stock issuable upon exercise of Warrants) held by the
other members of the Florida Group.
<PAGE>
Page 11 of 14 Pages
Item 6 Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
The information set forth in Item 6 of the Schedule 13D is hereby
amended and supplemented by the following information to the respective
paragraphs thereof.
In September 1996, the Issuer issued to, or for the benefit of, the
members of the Holder Groups (as defined below), warrants (the "Warrants") to
purchase such number of shares of Common Stock as, when added to the 1,000,000
shares issued to the members of the Holder Groups contemporaneously with the
Warrants, represent rights to acquire up to 49% of the outstanding Common Stock
on a fully diluted basis. In accordance with their terms, the Warrants were not
exercisable prior to January 1999 and expire after December 31, 2007. Pursuant
to a stockholders agreement (the "Agreement") entered into among each of the
parties that acquired the Warrants (each a "Holder"), such parties agreed, among
other things, that the Warrants may not be exercised until after September 27,
1999.
Pursuant to the Agreement, the Holders have agreed to certain
limitations on the disposition of Common Stock and Warrants owned or held by
them, which are described below. The Holders presently have rights of first
refusal/first offer with respect to the disposition of shares of Common Stock
and Warrants held by other Holders (unless the disposition is made to certain
specified affiliates of a Holder). In certain circumstances, a Holder may be
required to dispose of his shares of Common Stock and Warrants to other Holders.
Subject to the above-mentioned rights of first refusal/first offer and certain
other limitations, (i) through September 27, 1999, a Holder may dispose of up to
one-half (or more subject to the consent of a majority of the Holders in such
Holder's Holder Group) of his shares of Common Stock and (ii) after September
27, 1999, a Holder may dispose of all of his or its shares of Common Stock
(excluding shares issuable upon exercise of Warrants). A Holder may not dispose
of his Warrants (except to another Holder or certain specified affiliates of a
Holder) or convert, exercise or exchange any of such Warrants until after
September 27, 1999. After September 27, 1999, subject to the above-mentioned
rights of first refusal/first offer and certain other limitations, a Holder may
dispose of up to an aggregate of 49.9% (or more, subject to the consent of a
majority of the other Holders in such Holder's Holder Group) of his shares of
Common Stock issuable upon exercise of his Warrants after giving effect to
conversion, exercise or exchange of such warrants. The "Holder Groups" consist
of the "Millenium Group", the "Pembroke Group" and the "Florida Group". The
members of the Millenium Group are Jay Chazanoff, Ron Jacobs and Stephen Simms.
The members of the Pembroke Group are Lawrence J. Cohen and Milton Neustadter.
The members of the Florida Group are Stephen L. Gurba, Peter Offermann, Joseph
Huston, Jan Sirota, Neal Polan, Michael Zarriello, Adam Frieman, Mark Mahoney,
Keith B. Stein, Robert W. Barron and Gary Shapiro (through his holdings in The
SIII Associates Limited Partnership and Third Addison Park Corporation).
Item 7 Material to Be Filed as Exhibits
A joint filing agreement, dated September 24, 1999, by Keith B.
Stein is filed as an exhibit to this Amendment and is incorporated herein by
this reference.
<PAGE>
Page 12 of 14 Pages
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.
Date: September 24, 1999 /s/ Lawrence J. Cohen
-------------------------
LAWRENCE J. COHEN
Date: September 24, 1999 /s/ Milton Neustadter
-------------------------
MILTON NEUSTADTER
Date: September 24, 1999 /s/ Jay Chazanoff
-------------------------
JAY CHAZANOFF
Date: September 24, 1999 /s/ Ron Jacobs
-------------------------
RON JACOBS
Date: September 24, 1999 /s/ Stephen Simms
-------------------------
STEPHEN SIMMS
Date: September 24, 1999 /s/ Keith B. Stein
-------------------------
KEITH B. STEIN
<PAGE>
Page 13 of 14 Pages
EXIBHIT INDEX
Exhibit Number Description Sequential
Page Number
1 Joint Filing Agreement dated September 14
24, 1999 by Keith B. Stein
Page 14 of 14 Pages
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(f)(1)
The undersigned acknowledges and agrees that the foregoing statement on
Schedule 13D is filed on behalf of the undersigned and that all subsequent
amendments to this statement on Schedule 13D shall be filed on behalf of the
undersigned without the necessity of filing additional joint filing agreements.
The undersigned acknowledges that he shall be responsible for the timely filing
of such amendments, and for the completeness and accuracy of the information
concerning him contained therein, but shall not be responsible for the
completeness and accuracy of the information concerning the other filers, except
to the extent that he knows or has reason to believe that such information is
inaccurate.
September 24, 1999
/s/ Keith B. Stein
--------------------------
Keith B. Stein
