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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. 1)*
GENISYS RESERVATION SYSTEMS, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.0001 PER SHARE
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(Title of Class of Securities)
372299107
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(CUSIP Number)
HARRY SHUSTER, 1990 WESTWOOD BOULEVARD, LOS ANGELES, CALIFORNIA 90025
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
OCTOBER 28, 1998
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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 Sections 240.13d-l(e), 240.13d-l(f) or 240.13d-l(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 Section 240-13d-7 for other
parties to whom copies are to be 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 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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
UNITED INTERNET TECHNOLOGIES, INC.
(fka UNITED LEISURE INTERACTIVE, INC.)
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)
(b) X
3. SEC Use Only
4. Source of Funds (See Instructions) 00
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization DELAWARE
Number of 7. Sole Voting Power
Shares Bene-
ficially 8. Shared Voting Power 900,000
Owned by Each
Reporting 9. Sole Dispositive Power
Person With
10. Shared Dispositive Power 900,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
900,000
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13. Percent of Class Represented by Amount in Row (11) 16
14. Type of Reporting Person (See Instructions)
CO
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INSTRUCTIONS FOR COVER PAGE
(1) Names and I.R.S. Identification Numbers of Reporting Persons -- Furnish the
full legal name of each person for whom the report is filed - i.e., each
person required to sign the schedule
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itself - including each member of a group. Do not include the name of a
person required to be identified in the report but who is not a reporting
person. Reporting persons that are entities are also requested to furnish
their I.R.S. identification numbers, although disclosure of such numbers is
voluntary, not mandatory (see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH
SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held as a
member of a group and the membership is expressly affirmed, please check
row 2(a). If the reporting person disclaims membership in a group or
describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-l(k)(1) in which case it may not be necessary to check
row 2(b)].
(3) The 3rd row is for SEC internal use; please leave blank.
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<C> <S>
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
UNITED LEISURE CORPORATION
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)
(b) X
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization DELAWARE
Number of 7. Sole Voting Power
Shares Bene-
ficially 8. Shared Voting Power 900,000
Owned by Each
Reporting 9. Sole Dispositive Power
Person With
10. Shared Dispositive Power 900,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
900,000
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13. Percent of Class Represented by Amount in Row (11) 16
14. Type of Reporting Person (See Instructions)
CO
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</TABLE>
INSTRUCTIONS FOR COVER PAGE
(1) Names and I.R.S. Identification Numbers of Reporting Persons -- Furnish the
full legal name of each person for whom the report is filed - i.e., each
person required to sign the schedule itself - including each member of a
group. Do not include the name of a person required to
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be identified in the report but who is not a reporting person. Reporting
persons that are entities are also requested to furnish their I.R.S.
identification numbers, although disclosure of such numbers is voluntary,
not mandatory (see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D"
below).
(2) If any of the shares beneficially owned by a reporting person are held as a
member of a group and the membership is expressly affirmed, please check
row 2(a). If the reporting person disclaims membership in a group or
describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-l(k)(1) in which case it may not be necessary to check
row 2(b)].
(3) The 3rd row is for SEC internal use; please leave blank.
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INTRODUCTORY NOTE
The information contained in this Amendment No. 1 to Statement on Schedule
13D of United Internet Technologies, Inc. (formerly known as United Leisure
Interactive, Inc.) and United Leisure Corporation is reflected as of October 28,
1998, the date of the event which required the filing thereof.
ITEM 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this Statement on
Schedule 13D relates is the Common Stock, par value $.0001 per share (the
"Common Stock"), of Genisys Reservation Systems, Inc., a New Jersey corporation
(the "Issuer" or "Genisys"). The address of the principal executive offices of
the Issuer is 2401 Morris Avenue, Union, New Jersey 07083.
ITEM 2. IDENTITY AND BACKGROUND.
This Amendment to Statement on Schedule 13D is being filed by United
Internet Technologies, Inc. (formerly known as United Leisure Interactive,
Inc.), a Delaware corporation ("UIT") and its parent corporation, United Leisure
Corporation ("ULC"). UIT is in the business of developing and marketing
Internet-based multimedia software applications. The address of the principal
executive offices of UIT and ULC is 1990 Westwood Boulevard, Penthouse, Los
Angeles, California 90025. During the last five years, neither UIT nor ULC has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), nor has either UIT or ULC 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 judgment, 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.
The names, business addresses and occupational information for each
executive officer and director of UIT and ULC are set forth in Exhibits A and B
hereto, which were previously filed with the Statement on Schedule 13D. To the
best knowledge of UIT and ULC, none of the individuals listed on Exhibits A and
B has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), nor has any such person 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 judgment, 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.
Effective July 23, 1998, UIT acquired 2,000,000 shares of the Issuer's
Common Stock as consideration for the sale of certain assets and the license of
certain assets and the license of certain proprietary software.
UIT, the Issuer and certain principal stockholders of the Issuer entered
into an agreement dated October 28, 1998 (the "Agreement"), pursuant to which
UIT is returning to the Issuer (i) 1,100,000 shares of its Common Stock
(retaining 900,000 shares of the Issuer's Common Stock (the "Retained Shares"))
and (ii) the warrants referred to in Item 4 below (the "Warrants"). The Issuer
will promptly issue to UIT 1,100,000 shares of its Convertible Series B
Preferred Stock, par value $.0001 per share (the "Genisys Preferred Shares").
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The Issuer is in the process of calling a meeting of its stockholders to
seek stockholder approval for the issuance of the 1,100,000 shares of its Common
Stock and the Warrants to UIT.
ITEM 4. PURPOSE OF TRANSACTION.
Pursuant to an Asset Purchase Agreement dated as of June 30, 1998 (the
"Purchase Agreement"), by and among UIT, ULC, the Issuer, and Netcruise
Interactive, Inc., a New Jersey corporation and a wholly-owned subsidiary of the
Issuer ("Netcruise"), UIT transferred to Netcruise all of UIT's right, title and
interest in and to (i) an exclusive, world-wide and perpetual license from ULC
with respect to the travel-related applications of certain interactive
technology, and (ii) certain physical assets to be used in connection with the
exploitation of the licensed technology.
In consideration for the receipt of the foregoing, the Issuer issued to UIT
(i) 2,000,000 shares of the Issuer's Common Stock (the "Shares"), (ii) a warrant
to purchase up to 800,000 shares of the Issuer's Common Stock at $2.50 per share
if the total pre-tax profits of Netcruise ("Total Pre-tax Profits") for the
years 1999, 2000, and 2001 equal or exceed $5,000,000 and (iii) a warrant to
purchase up to 800,000 shares of the Issuer's Common Stock at $6.00 per share if
Total Pre-tax Profits for the years 1999, 2000, and 2001 equal or exceed
$10,000,000.
The Shares were acquired for investment purposes. Harry Shuster, Chairman
of the Board, President and Chief Executive officer of UIT, shall be Chairman of
Netcruise for three years following the date of the Purchase Agreement. Brian
Shuster, Executive vice President of UIT, shall be President of Netcruise for
such period. Each of them shall be elected to the Board of Directors of the
Issuer for such period.
In addition, Brian Shuster received a warrant to purchase up to 400,000
shares of the Issuer's Common Stock, exercisable between April 1, 2002 and June
30, 2002. Of the 400,000 shares, 200,000 shares may be purchased at $2.50 per
share if Total Pre-tax Profits equal or exceed $5,000,000 for the years 1999,
2000, and 2001. The remaining 200,000 shares may be purchased at $6.00 per share
if Total Pre-tax Profits equal or exceed $10,000,000.
Subsequent to the date of the transaction described above, the Issuer
informed the Company and UIT of the following. The Issuer was notified by The
Nasdaq Stock Market, Inc. ("Nasdaq") that the issuance of the 2,000,000 shares
of Genisys Common Stock and the Warrants to UIT caused the Issuer to be
inadvertently in violation of a certain Nasdaq Marketplace Rule (the "Nasdaq
Rule"), because the issuance of the 2,000,000 shares of Genisys Common Stock and
the Warrants amounted to more than 20% of the issued and outstanding shares of
the Issuer and the issuance thereof was not approved by the Issuer's
stockholders as required by the Nasdaq Rule. The Issuer has been informed that
Nasdaq intends to delist the Issuer's Common Stock as a result of its
noncompliance with the Nasdaq Rule, unless the Issuer takes curative action
acceptable to Nasdaq. Pending the full implementation of the proposed curative
action described below, the Issuer has appealed Nasdaq's determination. A
hearing on the proposed delisting is pending.
As a result of the Nasdaq notification, UIT, the Issuer and certain of the
Issuer's principal stockholders have entered into the Agreement for the purpose
of restructuring the transaction, and the Issuer is in the process of calling a
meeting of its stockholders to seek the stockholder approval required by the
Nasdaq Rule. Under the terms of the Agreement, the Issuer will promptly issue
to UIT the Genisys Preferred Shares, which, among other things, are
automatically convertible into 1,100,000 shares of the Issuer's Common Stock
upon the Issuer's obtaining stockholder approval
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as required by the Nasdaq Rule. In addition, upon obtaining the requisite
stockholder approval, the Issuer will reissue the Warrants to UIT.
Among other things, the Genisys Preferred Shares carry a mandatory dividend
of $275,000, payable on September 30, 1999, and mandatory quarterly dividends of
$68,750, commencing with the quarter ending December 31, 1999. No dividend is
payable if the Issuer's stockholders approve the issuance of the 1,100,000
shares of Genisys Common Stock and the Warrants to UIT, and the Genisys
Preferred Shares have been converted into 1,100,000 shares of the Issuer's
Common Stock, prior to June 30, 1999. The Genisys Preferred Shares are non-
voting, unless voting is required by New Jersey law. The Genisys Preferred
Shares also carry a mandatory liquidation preference of $2,750,000 plus all
accrued and unpaid dividends.
UIT has agreed not vote the Retained Shares and may not vote the Genisys
Preferred Shares at the Issuer's stockholders' meeting. Certain principal
stockholders of the Issuer have agreed to vote their shares of Genisys Common
Stock in favor of the issuance of the 1,100,000 shares of Genisys Common Stock
and the Warrants.
If, for any reason, the 1,100,000 shares of Genisys Common Stock and the
Warrants are not issued to UIT on or before June 30, 1999, then, in addition to
any and all rights and remedies available to UIT, UIT at its option, may appoint
up to four members of the Board of Directors of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Upon consummation of the transactions described in the Agreement, UIT
beneficially owns (i) 900,000 shares of the Issuer's Common Stock, representing
approximately 15.9% of the issued and outstanding shares of the Issuer's Common
Stock; and (ii) 1,100,000 shares of the Issuer's Convertible Series B Preferred
Stock, representing 100.0% of the issued and outstanding shares of such Series
of Preferred Stock, which securities are not registered under the Securities
Exchange Act of 1934. If the Issuer's stockholders approve the issuance of the
1,100,000 shares of the Issuer's Common Stock at the stockholders' meeting and
the Genisys Preferred Shares are converted into 1,100,000 shares of the Issuer's
Common Stock, UIT will beneficially own 2,000,000 shares of the Issuer's Common
Stock, representing approximately 29.6% of the then issued and outstanding
shares of the Issuer's Common Stock. Because UIT is a wholly-owned subsidiary
of ULC, ULC may also be deemed to beneficially own the shares held by UIT.
(b) UIT and ULC share the power to vote and dispose of the shares held by
UIT.
(c) Neither UIT nor ULC has entered into any transactions with respect to
the Issuer's Common Stock in the past 60 days other than the Agreement.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Pursuant to the Purchase Agreement, UIT has agreed not to sell any of the
shares held by UIT for at least two years from the date of the Purchase
Agreement.
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Because of the overlap in the Board of Directors of UIT and ULC and UIT's
status as a wholly-owned subsidiary of ULC, UIT can be considered to share its
voting and investment decisions with respect to the shares it holds with its
parent corporation, ULC.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
A. Agreement dated October 27, 1998, by and among United Internet
Technologies, Inc., Genisys Reservation Systems, Inc., Warren D. Bagatelle, Loeb
Holding Corporation, Loeb Partners Corp., HSB Capital, David W. Sass, Mark A.
Kenny, John H. Wasko, Joan E. Wasko, Lawrence E. Burk and S. Charles Tabak.
SIGNATURE.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement on Schedule 13D is
true, complete and correct.
Date: November 4, 1998 UNITED INTERNET TECHNOLOGIES, INC.
/s/ Harry Shuster
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Harry Shuster, President
UNITED LEISURE CORPORATION
/s/ Harry Shuster
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Harry Shuster, President
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EXHIBIT 7A
AGREEMENT
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Final 10/27/98
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1. Initial Transaction. Reference is made to that certain Asset Purchase
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Agreement dated as of June 30, 1998, pursuant to which United Internet
Technologies, Inc. (formerly known as United Leisure Interactive, Inc. and
hereafter referred to as "United") sold certain assets to Netcruise Interactive,
Inc. ("Netcruise"), in consideration of, among other things, (i) 2,000,000
shares (the "Shares") of the Common shares (the "Common Stock") of Genisys
Reservation Systems, Inc. ("Genisys"), and (ii) two warrants (the "Warrants")
each entitling the holder to purchase 800,000 shares of Common Stock.
2. Curative Action and Reason Therefor. Genisys has advised United that
-----------------------------------
(i) the foregoing matter has caused Genisys to be in inadvertent violation of
Nasdaq Marketplace Rule 4310 (c)(25)(H) (the "Rule"), because the issuance of
the Shares and the Warrants was not approved by Genisys' shareholders as
required by the Rule; and (ii) Nasdaq has informed Genisys that it will delist
the Common Stock absent the undersigned parties taking curative action (the
"Curative Action") acceptable to Nasdaq. Accordingly, Genisys and United, by
this Agreement, have, subject to the execution of this Agreement by all
individuals and entities reflected on the signature page hereto, agreed to take
the following Curative Action:
(a) Subject to compliance by Genisys with the provisions of Section 2 (b)
below, United will return (the "Return") to Genisys (i) 1,100,000 of the Shares
for cancellation (the remaining Shares are hereinafter referred to as the
"Retained Shares"), and (ii) the Warrants.
(b) Simultaneously with the Return, Genisys will duly and validly
authorize, issue and deliver (the "Delivery") to United 1,100,000 Preferred
shares of Genisys having the following rights, preferences, privileges and
restrictions (the "United Preferred Shares"): (i) a par value of $.0001 per
United Preferred Share; (ii) no voting rights except (A) as required by law, and
(B) that the rights, preferences, privileges and restrictions of the United
Preferred Shares shall not be amended, modified or affected without the prior
written consent of the holders thereof; (iii) the following dividend rights
(with all dividends to accrue pro rata on a daily basis from the first day of
the period with respect to which they are payable): (A) one mandatory dividend
at the total annual rate of $275,000 (accruing from October 1, 1998), payable on
September 30, 1999, (B) mandatory dividends at the total quarterly rate of
$68,750 (accruing from the first day of the relevant calendar quarter), payable
on the last day of each calendar quarter commencing with the calendar quarter
ending December 31, 1999, and (C) additional mandatory dividends computed at the
rate of 10% per annum on the amount of any dividends not paid when due (accruing
from and after such relevant due dates), payable as and when (and to the full
extent of) funds become legally available for such
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purpose (all of the foregoing being referred to as the "Dividend Payment
Rights"); (iv) a mandatory liquidation preference equal to the sum of $2,750,000
plus all accrued and unpaid dividends in respect of the Dividend Payment Rights,
but not to exceed the maximum permitted by New Jersey Law, payable upon any
liquidation or dissolution of Genisys (the "Liquidation Preference"); (v) first
seniority rights for the United Preferred Shares over all other classes and
series of Genisys' capital stock in respect of dividends or other distributions
on or with respect to any shares of Genisys' capital stock, including without
limitation amounts payable upon any dissolution or liquidation of Genisys (and,
in furtherance and not by way of limitation of the foregoing, a prohibition on
Genisys paying any dividend or making any other distribution on or with respect
to or redeeming or purchasing any shares of its capital stock, other than the
United Preferred Shares, while any of the United Preferred Shares are
outstanding); (vi) automatic, mandatory conversion of the United Preferred
Shares into an equal number of shares of Common Stock (with full anti-dilution
protection), immediately prior to the consummation of any merger, consolidation,
reorganization or sale of all or substantially all of the assets of or any
similar transaction involving Genisys or any of its subsidiaries except that
Genisys can sell its travel related business, provided that such business
represents less than 30% of the assets of Genisys on a consolidated basis; and
(vii) automatic, mandatory conversion of the United Preferred Shares into an
equal number of shares of Common Stock (with full anti-dilution protection) upon
Genisys obtaining the requisite approval of its shareholders (other than the
holders of the United Preferred Shares and the holders of the Retained Shares)
to the Transaction as contemplated by Section 4 below, hereinafter the
"Requisite Approval"), with all accrued and unpaid dividends in respect of the
Dividend Payment Rights to be immediately due and payable by Genisys to the
holders of the United Preferred Shares whether or not such dividends are
otherwise yet payable (unless the Requisite Approval has been obtained and the
United Preferred Shares have been converted, as aforesaid, on or before June 30,
1999, in which event no such dividends shall be due or payable). For purposes of
this Agreement, the term "full anti-dilution protection" shall be applied in the
same manner as the anti-dilution provisions are to be applied in the Warrants.
The Delivery shall, in form and substance, be satisfactory to United.
3. Return of Warrants. If the Requisite Approval is obtained, Genisys
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will immediately redeliver the Warrants to United.
4. Shareholders Meeting. Genisys will, in accordance with all applicable
--------------------
legal and Nasdaq requirements, call a meeting (the "Shareholders Meeting") of
all of the holders of its voting capital stock to consider and approve the
issuance of 1,100,000 Shares and the Warrants, as well as any other matters that
may properly come before the Shareholders Meeting.
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At the Shareholders Meeting, each of the undersigned shareholders of
Genisys agrees to vote all of its, his or her shares of Genisys' capital stock
(whether owned of record and/or beneficially), and Genisys agrees to use its
best efforts to cause all of Genisys' other shareholders to vote all of their
shares of Genisys capital stock, in favor of the issuance of the 1,100,000
Shares and the Warrants.
If, for any reason whatsoever, the aforesaid 1,100,000 Shares and the
Warrants are not issued to Netcruise on or before June 30, 1999, then, in
addition to any and all other rights and remedies available to United, at
United's option, up to four (4) members of the Board of Directors of Genisys
("Board"), which members shall be selected by United, shall forthwith resign
and, concurrently therewith, all of the remaining members of the Board shall
elect those persons chosen by United to replace them. By their signatures
below, those shareholders of Genisys who are also members of the Board agree to
take such action as to carry out the terms of this provision.
5. Attorneys Fees and Other Expenses. Genisys will bear all of its own
---------------------------------
expenses (including, without limitation, attorneys' fees and expenses) in
connection with this Agreement, the subject matter hereof and the consummation
of the transactions contemplated hereby. Genisys shall also be responsible, and
shall promptly reimburse United upon demand, for all expenses (including,
without limitation, attorneys' fees and expenses) incurred by United and its
affiliates in connection with this Agreement, the subject matter hereof and the
consummation of the transactions contemplated hereby (including, without
limitation, such thereof as may be incurred by such persons in connection with
complying with any SEC reporting requirements attendant to the foregoing); and,
in furtherance and not by way of limitation of the foregoing, Genisys shall,
simultaneously with the execution hereof by United, deliver to United the sum of
$5,000 as an advance to be used against such expenses (any unused portion
thereof to be refunded by United to Genisys following the completion of the
Shareholders Meeting).
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IN WITNESS WHEREOF, for good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, each of the undersigned has
executed and delivered this Agreement as of the 28th day of October, 1998.
----
UNITED INTERNET TECHNOLOGIES, GENISYS RESERVATION SYSTEMS, INC.
INC.
By /s/ Harry Shuster By /s/ Lawrence E. Burk
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PRINCIPAL GENISYS SHAREHOLDERS:
/s/ Warren D. Bagatelle /s/ Mark A. Kenny
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WARREN D. BAGATELLE MARK A. KENNY
/s/ Warren D. Bagatelle,Mg.Dir /s/ John H. Wasko
- ------------------------------ -----------------
LOEB HOLDING CORPORATION JOHN H. WASKO
/s/ Warren D. Bagatelle,Mg.Dir /s/ Joan W. Wasko
- ------------------------------ -----------------
LOEB PARTNERS CORP. JOAN E. WASKO
/s/ Warren D.Bagatelle,Partner /s/ Lawrence E. Burk
- ----------------------------- --------------------
HSB CAPITAL LAWRENCE E. BURK
/s/ David W. Sass /s/ S. Charles Tabak
- ----------------- --------------------
DAVID W. SASS S. CHARLES TABAK
4
