------------------------------
OMB APPROVAL
------------------------------
OMB Number
Expires:
Estimated average burden
hours per response ....... 0.5
------------------------------
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 )(1)
eNote.Com, Inc
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock ($.01 par value)
- --------------------------------------------------------------------------------
(Title of Class of Securities)
29355 N 10 9
- --------------------------------------------------------------------------------
(CUSIP Number)
Milton R. Gleit, Esq, McCarthy, Fingar, Donovan, Drazen & Smith, L.L.P.
11 Martine Avenue, White Plains, NY 10606 (914) 946-3700
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 6, 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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
- ----------
(1) 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 of 1934 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).
(SC13D-07/98)
<PAGE>
CUSIP No. 29355 N 10 9 13D Page 2 of 7 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Friedlander Capital Management Corp.
Burton G. Friedlander
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut corporation, U.S. citizen
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 5,401,500 (7,401,500 chares of Common Stock upon
conversion of Preferred and exercise
of all Warrants)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
-----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,401,500 (7,401,500 shares of Common Stock upon
conversion of Preferred and exercise
of all Warrants)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,401,500 (7,401,500 chares of Common Stock upon
conversion of Preferred and exercise
of all Warrants)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[-]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.5% of Common Stock upon conversion of Preferred and exercise of all
Warrants
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO (investment manager for the stockholder, Friedlander Limited
Partnership) except IN with respect to 250,000 shares and CO with
respect to 15,000 shares
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 29355 N 10 9 13D Page 3 of 7 Pages
- --------------------------------------------------------------------------------
Item 1. Security and Issuer.
Common Stock, $.01 par value
eNote.Com, Inc.
185 Allen Brook Lane
P.O. Box 1138 Williston, Vermont 05495
- --------------------------------------------------------------------------------
Item 2. Identity and Background.
Friedlander Capital Management Corp., ("FCMC") a Connecticut
corporation in the principal business of asset management with its
principal business and office at 104 Field Point Road, Greenwich,
Connecticut 06830
Burton G. Friedlander, ("Friedlander") a United States citizen
residing in Connecticut. in the principal business of asset management with
an address at 104 Field Point Road, Greenwich, Connecticut 06830. Mr.
Friedlander is the sole person in control of FCMC.
Neither FCMC nor Friedlander, has during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
Neither FCMC nor Friedlander, has during the last five years, been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgement, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or State securities
laws or finding any violation with respect to such laws.
- --------------------------------------------------------------------------------
Item 3. Source and Amount of Funds or Other Consideration.
Working capital of Friedlander International Limited in the amount of
$5,000,000 was used in making the purchase of the Convertible Preferred
Stock and Common Stock Purchase Warrants, working capital of Friedlander
Limited Partnership in the amount of approximately $1,166,500 was used in
making the purchase of 136,400 shares of Common Stock and working capital
of FCMC in the amount of approximately $71,750 was used in making the
purchase of 15,100 shares of Common Stock, no part of any of which was
borrowed.
<PAGE>
CUSIP No. 29355 N 10 9 13D Page 4 of 7 Pages
- --------------------------------------------------------------------------------
Item 4. Purpose of Transaction.
(a) 5,000,000 shares of Convertible Preferred Stock, $.01 par value and
2,000,000 common stock purchase warrants were acquired by Friedlander
International Limited from the issuer in a private placement for cash
consideration of $5,000,000. 250,000 shares of Common Stock, $.01. par
value were acquired by Friedlander from George Shiele in consideration
for services rendered, 136,400 shares of Common Stock were acquired by
Friedlander Limited Partnership in market purchases and 15,100 shares
of Common Stock were acquired directly by FCMC in market purchases.
The securities were acquired for investment. The undersigned may from
time to time exercise the right to convert all or part of the
preferred stock into common stock; may exercise all or part of the
warrants to purchase common stock; may make purchases of common stock
and may dispose of all or any part of the foregoing securities from
time to time but have no specific plans to do any of the foregoing at
this time.
(b), (c), (e), (f), (g), (h), (i) and (j) The undersigned do not have any
plan or proposal which relates to, or could result in, any of the
matters referred to in the above-referenced subparagraphs, inclusive,
of Item 4 of Schedule 13D. However, the undersigned may, at any time
and from time to time, review or reconsider its position with respect
to the Issuer and formulate plans or proposals with respect to any of
such matters but there is no present intention of doing so.
(d) Pursuant to the private placement pursuant to which the subject
securities were acquired, Friedlander International Limited is
entitled to appoint two members of the Issuer's Board of Directors,
which Board $hall not exceed seven directors, FCMC and Friedlander, as
controlling person thereof plan to exercise such right to designate
two directors which right terminates on the fifth anniversary of the
private placement.
- --------------------------------------------------------------------------------
Item 5. Interest in Securities of the Issuer.
(a) By reason of FCMC's having dispositive and voting powers as investment
manager of Friedlander International Limited, an international
business company incorporated in Bahamas, it beneficially owns
5,000,000 shares of Convertible Preferred Stock, $.01 par value, of
eNote.Com, Inc. and warrants to purchase 2,000,000 shares of Common
Stock, $.01 par value of eNote.Com, Inc. The 7,000,000 shares of
Common Stock underlying FCMC's Convertible Preferred Stock and
Warrants together with the 250,000 shares of Common Stock owned by
Friedlander and the transaction reported in Item 5 (c) constitute
beneficial ownership of 43.5% of the Issuer's issued and outstanding
Common Stock.
(b) The undersigned has sole power to vote or to direct the vote and sole
power to dispose or to direct the disposition of all securities
referenced in subpart (a) of this Item 5.
<PAGE>
CUSIP No. 29355 N 10 9 13D Page 5 of 7 Pages
(c) Attached hereto is an Addendum listing the transactions in the class
of securities reported on herein by FCMC during the past sixty days.
(d) All rights to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of the securities reported on
herein are held by the record owner of the subject securities,
Friedlander International Limited, Friedlander Limited Partnership,
FCMC and Friedlander, as the case may be.
(e) Inapplicable
- --------------------------------------------------------------------------------
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Other than as described in subpart (d) of Item 4 above, there are no
contracts, arrangements or relationships involving the undersigned with
respect to securities of the Issuer.
- --------------------------------------------------------------------------------
Item 7. Material to be Filed as Exhibits.
The Issuer's Current Report on Form 8-K filed April 20, 1999 and the
Exhibits thereto are incorporated by reference herein.
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 29355 N 10 9 13D Page 6 of 7 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.
June 16, 1999
----------------------------------------
(Date)
/s/
----------------------------------------
(Signature)
Burton G. Friedlander, President
----------------------------------------
(Name/Title)
/s/
----------------------------------------
(Signature)
Burton G. Friedlander
----------------------------------------
(Name/Title)
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
<PAGE>
Addendum to Item 5 (c)
NUMBER
OF
DATE SHARES PRICE HOW EFFECTED
4/6/99 1,000 6.00 Market Purchase
4/15/99 1,000 8.00 Market Purchase
4/29199 4,000 7.25 Market Purchase
4/30/99 10,600 7.44 Market Purchase
5/4/99 5,700 8.66 Market Purchase
5/5/99 4,800 9.00 Market Purchase
5/7/99 3,000 9.125 Market Purchase
5/10/99 55,000 9.125 Market Purchase
5/10/99 4,000 9.375 Market Purchase
5/11/99 2,300 9.125 Market Purchase
5/12/99 5,000 9.125 Market Purchase
5/14/99 2,000 9.375 Market Purchase
5/17/99 4,000 9.375 Market Purchase
5/18/99 6,000 9.312 Market Purchase
5/19/99 4,000 9.187 Market Purchase
5/27/99 11,000 6.886 Market Purchase
5/28/99 8,000 6.625 Market Purchase
6/2/99 2,500 6.125 Market Purchase
6/3/99 6,000 6.125 Market Purchase
6/4/99 2,000 5.875 Market Purchase
6/7/99 3,700 5.625 Market Purchase
6/8/99 2,000 5.625 Market Purchase
6/9/99 2,000 5.625 Market Purchase
6/11/99 1,900 5.625 Market Purchase
<PAGE>
CUSIP No. 29355 N 10 9 13D Page 7 of 7 Pages
EXHIBIT
AGREEMENT
JOINT FILING OF SCHEDULE 13D
The undersigned hereby agree jointly to prepare and file with
regulatory authorities a Schedule 13D and any future amendments thereto
reporting each of the undersigned's beneficial ownership of securities of
eNote.Com, Inc. and hereby affirm that such Schedule 13D is being filed on
behalf of each of the undersigned.
Dated: June 24 1999
Greenwich, CT
Friedlander Capital Management Corp.
By: /s/
---------------------------------
Burton G. Friedlander, President
Dated: June 24, 1999
Greenwich, CT
By: /s/
---------------------------------
Burton G. Friedlander
