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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
WINFIELD CAPITAL CORP.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
973859 10 1
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(CUSIP Number of Class of Securities)
DAVID GREENBERG, 15 WEST AYLESBURY ROAD, SUITE 700,
TIMONIUM, MD. 21093. (410) 561-0900
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
COPY TO:
JESSE R. MEER, ESQ.
BERLACK, ISRAELS & LIBERMAN LLP
120 WEST 45TH STREET
NEW YORK, NEW YORK 10035
(212)-704-0100
MAY 19, 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 13G, to report
the acquisition that is the subject of this Schedule 13D and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: [__]
Check the following box if a fee is being paid with this Statement: [__]
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(Page 1 of 5 Pages)
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SCHEDULE 13D
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CUSIP NO. 973859 10 1 PAGE 2 OF 5 PAGES
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1 | NAME OF REPORTING PERSON:
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
| DAVID GREENBERG ###-##-####
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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
| PF
|
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5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
| PURSUANT TO ITEMS (2)(d) OR (e)
|
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6 | CITIZENSHIP OR PLACE OR ORGANIZATION
| UNITED STATES OF AMERICA
|
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NUMBER OF | 7 | SOLE VOTING POWER
| | 551,333 SHARES
SHARES | |
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BENEFICIALLY | 8 | SHARED VOTING POWER
| | ______
OWNED BY | |
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EACH | 9 | SOLE DISPOSITIVE POWER
| | 551,333 SHARES
REPORTING | |
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PERSON | 10 | SHARED DISPOSITIVE POWER
| | ______
WITH | |
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11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 551,333 Shares
|
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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)
| 10.00%
|
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14 | TYPE OF REPORTING PERSON
| IN
|
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(Page 2 of 5 Pages)
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Item 1. SECURITY AND ISSUER. This statement relates to the shares of common
stock, par value $.001 per share (the "Common Stock"), of Winfield Capital Corp.
(the "Company"), which has its principal executive offices at 237 Mamaroneck
Avenue, White Plains, New York 10605.
Item 2. IDENTITY AND BACKGROUND (a) This statement is filed by David Greenberg
(the "Reporting Person").
(b) The business address of the Reporting Person is 15 West Aylesbury Road,
Suite 700, Timonium, Maryland 21093.
(c) The Reporting Person's principal business is being an officer
and director of Winfield Capital Corp., a small business investment company.
(d) N/A.
(e) N/A.
(f) USA.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The shares of common
stock covered by this report were acquired by the Reporting Person as a result
of a private placement and a private sale, dated May 2, 1995. The Reporting
Person used personal funds to acquire the common stock.
The Reporting Person acquired options from the Company on May 2, 1995 and
February 24, 1998, covering 150,000 and 200,000 shares of common stock,
respectively.
(Page 3 of 5 Pages)
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Item 4. PURPOSE OF TRANSACTION. The Reporting Person acquired his common stock
and options for investment purposes. On April 22, 1999, the Reporting Person
sold an aggregate of 26,000 shares in a brokerage transaction at a price per
share of $43.97. On April 29, 1999, the Reporting Person sold an aggregate of
9,400 shares in a brokerage transaction at a price per share of $40.66. On May
3, 1999, the Reporting Person sold an aggregate of 5,900 shares in a brokerage
transaction at a price per share of $37.05. On May 19, 1999, the Reporting
Person sold an aggregate of 49,300 shares in a brokerage transaction at a price
per share of $34.53. On May 26, 1999 the Reporting Person acquired 90,090 shares
upon the exercise of options at an exercise price of $1.11 per share.
Immediately following such exercise, the Reporting Person owns an aggregate of
291,423 shares of common stock and options that are currently exercisable for an
aggregate of 259,910 common shares.
Item 5. INTEREST IN SECURITIES OF THE ISSUER. As of the date of this filing, the
Reporting Person beneficially owns 551,333 common shares (including 259,910
shares issuable upon exercise of all options held by the Reporting Person),
which shares represent approximately 10.00% of the outstanding common stock.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER. None.
Item 7. MATERIAL TO BE FILED AS EXHIBITS. None.
(Page 4 of 5 Pages)
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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.
June 2, 1999
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Name (signed)
David Greenberg
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Name (printed)
(Page 5 of 5 Pages)
