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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
REGENT GROUP, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.06 2/3 PER SHARE
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(Title of Class of Securities)
629193 30 1
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(CUSIP Number)
ANTHONY ESCAMILLA
REGENT GROUP, INC.
720 MILTON ROAD, SUITE J3
RYE, NEW YORK 10580
(914) 921-6389
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JULY 14, 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 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)
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CUSIP NO. 629193 30 1 SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
LONGVIEW PARTNERS, INC. (13-3695182)
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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
SC (SEE ITEM 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
/ /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Incorporated in Delaware
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NUMBER OF 7 SOLE VOTING POWER 693,694 (SEE ITEM 5)
SHARES
BENEFICIALLY --------------------------------------------- ----------------------------------------------
OWNED BY 8 SHARED VOTING POWER -0-
EACH
REPORTING --------------------------------------------- ----------------------------------------------
9 SOLE DISPOSITIVE POWER 693,694 (SEE ITEM 5)
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10 SHARED DISPOSITIVE POWER -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
693,694 (SEE ITEM 5)
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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)
5.0% (SEE ITEM 5)
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14 TYPE OF REPORTING PERSON
IN
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ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (this "Statement")
relates to shares of common stock, par value $ .06 2/3 per share (the
"Issuer Common Stock"), of Regent Group, Inc., a Delaware corporation
(the "Issuer"). The principal executive offices of the Issuer are
located at 720 Milton Road, Suite J3, Rye, New York 10580.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Statement is being filed by
LongView Partners, Inc., a Delaware corporation (the "Reporting
Person").
(b) The principal business of the Reporting Person is
financial consulting.
(c) The address of the Reporting Person's principal
business and principal office is RD2, Box 401, Rhinebeck, New York
12572.
(d) During the last five years, the Reporting Person
has not been convicted in a criminal proceeding.
(e) During the last five years, the Reporting Person
was not a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to a Securities Purchase Agreement (the
"Purchase Agreement"), dated as of July 1, 1999, by and between the
Issuer and the individuals set forth on Exhibit 99.1 attached hereto
(the "Sellers"), the Issuer acquired from the Sellers all of the
outstanding membership interest in Stock Siren.com, LLC ("Siren") in
exchange for an aggregate of 11,550,000 shares of the Issuer Common
Stock. The number of shares of Issuer Common Stock received by each
Seller pursuant to the Purchase Agreement is listed on Exhibit 99.1
attached hereto. The transactions contemplated by the Purchase
Agreement were consummated on July 14, 1999. Giving effect to the
completion of the transactions contemplated by the Purchase Agreement,
the Reporting Person beneficially owns an aggregate of 693,694 shares
of Issuer Common Stock (representing 5.0% of the outstanding shares of
the Issuer Common Stock on July 14, 1999).
A copy of the Purchase Agreement is attached as an
Exhibit to the Issuer's Current Report on Form 8-K, dated July 14, 1999
(the "8-K") and is specifically incorporated herein by reference as
Exhibit 99.2. The descriptions herein of such Purchase Agreement are
qualified in their respective entirety by reference to such Exhibit.
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ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person acquired his shares of the
Issuer Common Stock for investment purposes and not with the view to or
for sale in connection with any distribution thereof. The Reporting
Person does not have any current intention or plan to effect any
distribution of his shares of the Issuer Common Stock. Such Reporting
Person from time to time may review the merits of its investment in the
Issuer and evaluate its options with respect thereto.
Except as set forth in this Item 4, the Reporting
Person does not have any plans or proposals which relate to or would
result in any of the actions specified in clauses (a) through (j) of
Item 4 of Schedule 13D.
Notwithstanding anything to the contrary contained
herein, the Reporting Person reserves the right, depending on all
relevant factors, to change its intention with respect to any and all
of the matters referred to above.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a). By reason of the execution of the Purchase
Agreement and the simultaneous consummation of the transactions
contemplated thereby, the Reporting Person is the beneficial owner of
693,694 shares of the Issuer Common Stock, which represent 5.0% of the
total number of shares of the Issuer Common Stock outstanding as of
July 14, 1999.
(b). The Reporting Person has sole voting and
dispositive power with respect to all of the shares of the Issuer
Common Stock set forth in response to Item 5(a) above which it
beneficially owns or is deemed to beneficially own. The Reporting
Person does not share voting and/or dispositive power with respect to
any of the shares of the Issuer Common Stock set forth in response to
Item 5(a) above which it beneficially owns or is deemed to beneficially
own.
(c). Except for the execution of the Purchase
Agreement and the simultaneous consummation of the transactions
contemplated thereby, the Reporting Person has not effected any
transactions in the Issuer Common Stock during the past 60 days.
(d) and (e). Not Applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
The Purchase Agreement provides for various rights
and restrictions with respect to the shares of the Issuer Common Stock
beneficially owned by the Reporting Person. The Purchase Agreement is
incorporated herein by reference as Exhibit 99.2 and is incorporated in
this Item 6 by reference, and the descriptions herein of such
agreements are qualified in their respective entireties by reference to
such agreements.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following documents are being filed as Exhibits
to this Statement and are each incorporated by reference herein.
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EXHIBIT NO. DOCUMENT
99.1 Name, address and number of shares of
Issuer Common Stock owned by each
Seller following the consummation of
the transactions contemplated by the
Purchase Agreement.
99.2 Securities Purchase Agreement, dated as of
July 1, 1999. (1)
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(1) Incorporated by reference to the Exhibit of the Current Report
on Form 8-K of Regent Group, Inc. filed with the Securities
and Exchange Commission on July 14, 1999.
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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.
Dated: August 6, 1999
LONGVIEW PARTNERS, INC.
/s/ ROBERT M. LONG
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Robert M. Long
President
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INDEX TO EXHIBITS
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EXHIBIT NO. DOCUMENT
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99.1 Name, address and number of shares of
Issuer Common Stock owned by each Seller
following the consummation of the
transactions contemplated by the Purchase
Agreement.
99.2 Securities Purchase Agreement, dated as of
July 1, 1999. (1)
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(1) Incorporated by reference to the Exhibit of the Current Report
on Form 8-K of Regent Group, Inc. filed with the Securities
and Exchange Commission on July 14, 1999.
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EXHIBIT 99.1
Name and address of each Seller and the number of shares of Issuer Common Stock
Acquired pursuant to the Purchase Agreement
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Name and Number of Shares of Issuer Common
Address Stock Acquired
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Anthony Escamilla
200 West 85th Street, Apt. 2B 1,040,541
New York, NY 10024
James Platek
45 Robin Street 416,216
Rockaway Twp., NJ 07866
Gregory Martini
11157 Snider Rd. 1,040,541
Cincinnati, OH 45249
LongView Partners, Inc.
RD 2, Box 401 693,694
Rhinebeck, NY 12572
Spencer Levy
11 Waverly Place, #6H 345,847
New York, NY 10003
Robert M. Platek
5 Halls Lane 2,185,135
Rye, NY 10580
Redstone Partners, Inc.
720 Milton Road, Suite J3 1,040,541
Rye, NY 10580
Ajay K. Arora
42-52 Layton Street, Suite 2E 728,376
Elmhurst, NY 11373
Helen Go Ong Hai
2503 El Dorado Ave. 3,017,568
Rancho Vijo, TX 78575
SRU Inc.
8962 E. Hampton Ave., #186 1,040,541
Denver, CO 80237
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