SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 3)
Under the Securities Exchange Act of 1934
EXECUTONE INFORMATION SYSTEMS, INC.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
301607107
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(CUSIP Number)
Edmund H. Shea, Jr.
Mary S. Shea
655 Brea Canyon Road
Walnut, California 91789
(909) 594-9500
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(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications)
with copies to:
Carla S. Newell, Esq.
Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
155 Constitution Drive
Menlo Park, California 94025
(650) 321-2400
April 16, 1999
--------------
(Date of Events 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-1(b)(3) or (4), check the following box. ___
<PAGE>
SCHEDULE 13D
- ------------------------------------------------------
CUSIP NO. 301607107
- ------------------------------------------------------
- -------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Edmund H. Shea, Jr.
###-##-####
- -------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) __ Not Applicable
(b) X
- -------- -----------------------------------------------------------------------
3 SEC USE ONLY
- -------- -----------------------------------------------------------------------
4 SOURCE OF FUNDS
Not applicable
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) __
- -------- -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- -------- -----------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY
REPORTING
PERSON WITH
------ ------------------------------------------
8 SHARED VOTING POWER
2,419,489* (See Item 5 below)
------ ------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
------ ------------------------------------------
10 SHARED DISPOSITIVE POWER
2,419,489
- -------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,419,489
- -------- -----------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES __ Not Applicable
- -------- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
- -------- -----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- -------- -----------------------------------------------------------------------
2
<PAGE>
SCHEDULE 13D
- ------------------------------------------------------
CUSIP NO. 301607107
- ------------------------------------------------------
- -------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Mary S. Shea,
###-##-####
- -------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) __ Not Applicable
(b) X
- -------- -----------------------------------------------------------------------
3 SEC USE ONLY
- -------- -----------------------------------------------------------------------
4 SOURCE OF FUNDS
Not applicable
- -------- -----------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) __
- -------- -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- -------- -----------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 941
BENEFICIALLY
OWNED BY
REPORTING
PERSON WITH
------ ------------------------------------------
8 SHARED VOTING POWER
1,994,442* (See Item 5 below)
------ ------------------------------------------
9 SOLE DISPOSITIVE POWER
941
------ ------------------------------------------
10 SHARED DISPOSITIVE POWER
1,994,442
- -------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,995,383
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES __ Not Applicable
- -------- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2%
- -------- -----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- -------- -----------------------------------------------------------------------
3
<PAGE>
Item 1. Security and Issuer.
This Schedule 13D relates to the common stock, no par value
(the "Common Stock"), of Executone Information Systems, Inc., a Virginia
corporation (the "Issuer"). The principal executive office and mailing address
of the Issuer is 478 Wheelers Farms Road, Milford, CT 06460.
Item 2. Identity and Background.
(a) (b) and (c) This Schedule 13D is filed on behalf Edmund H.
Shea, Jr. and Mary S. Shea (each a "Reporting Person").
<TABLE>
Mr. Shea's address, citizenship and principal occupation are
as follows:
<CAPTION>
Principal
Occupation
Name Business Address Citizenship or Employment
<S> <C> <C> <C>
Edmund H. Shea, Jr. 655 Brea Canyon Rd. USA Vice President of J.F.
Walnut, CA 91789 Shea Company, Inc.
("JFSCI")
Mary S. Shea 655 Brea Canyon Rd. USA Trustee of E&M RP
Walnut, CA 91789 Trust
</TABLE>
(d) To the best knowledge of the Reporting Person, during
the past five years, the Reporting Person has not
been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) To the best knowledge of the Reporting Person, during
the past five years, the Reporting Person has not
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and
therefore was not and is not 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.
Between January 27, 1999 and April 16, 1999, the entities
which the Reporting Person is affiliated with disposed of 3,186,258 shares of
Common Stock of Executone Information Systems, Inc. ("The Issuer"). During this
period, the price per share of the disposed shares ranged from $3.37 to $11.25.
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<PAGE>
Item 4. Purpose of Transaction.
The Reporting Person disposed of the securities to decrease
his or her respective equity interests in the Issuer. Depending upon market
conditions and other factors, the Reporting Person may acquire additional
securities of the Issuer, in the open market, in privately negotiated
transactions or otherwise. Alternatively, depending upon market conditions and
other factors, the Reporting Person may, from time to time, dispose of some or
all of the securities of the Issuer.
Although the Reporting Person reserves the right to develop
plans or proposals in the future with respect to the following items, except as
set forth above at the present time he or she has no plans or proposals that
relate to or would result in any of the following:
(a) the acquisition by any person of additional
securities of the Issuer, or the disposition of
securities of the Issuer;
(b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of
the Issuer or any of its subsidiaries;
(d) any change in the present board of directors or
management of the Issuer, including any plans or
proposals to change the number or term of directors
or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or
dividend policy of the Issuer;
(f) any other material change in the Issuer's business or
corporate structure;
(g) changes in the Issuer's charter, bylaws or
instruments corresponding thereto or other actions
which may impede the acquisition of control of the
Issuer by any person;
(h) causing a class of securities of the Issuer to be
delisted from a national securities exchange or to
cease to be authorized to be quoted in an
inter-dealer quotation system of a registered
national securities association;
(i) a class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of
1934; or
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<PAGE>
(j) any action similar to any of those enumerated in (a)
through (i) above.
Item 5. Interest in Securities of the Issuer.
<TABLE>
(a), (b) According to information furnished to the
Reporting Person by the Issuer, there were 62,848,347
shares of Common Stock issued and outstanding as of
April 28, 1999. Based on such information, after
taking into account the transactions described in
Item 5(c) below, the Reporting Person reports the
following direct holdings and corresponding
percentage interests in the Common Stock (computed in
accordance with Rule 13d-3(d)(1)(i) of the Securities
Exchange Act of 1934, as amended):
<CAPTION>
Shares of Common Shares Underlying
Stock Owned Convertible Percentage
Name Debenture Total Owned
<S> <C> <C> <C> <C>
E&M RP Trust 1,453,930 7,172 1,461,102 2.3%
Siam Partners II 529,198 4,142 533,340 0.8%
JFSCI 224,055 -- 224,055 0.4%
Edmund & Mary Shea Family 198,300 1,751 200,051 0.3%
Foundation
Mary S. Shea -- 941 941 *
Total 2,405,483 14,006 2,419,489 3.8%
<FN>
* - Represents less than .01%
</FN>
</TABLE>
The E&M RP Trust is a revocable trust ("Trust"). The trustors
and trustees of the Trust are Edmund H. Shea, Jr. and his wife, Mary. The
address of the trust is 655 Brea Canyon Road, Walnut, California 91789. The Siam
Partners II partnership is 50% owned by the Trust. Edmund H. Shea, Jr. is the
President of the Edmund & Mary Shea Family Foundation.
Because voting and investment decisions with respect to the
securities held by JFSCI, may be made by or in conjunction with the other
persons, the Reporting Person may be deemed to be a member in a group, in which
case the Reporting Person would be deemed to have beneficial ownership of an
aggregate of 224,055 shares of the Common Stock. As a shareholder and executive
officer of JFSCI, Edmund H. Shea might be deemed to be the beneficial owner of
the securities beneficially owned by JFSCI. Although such person is joining in
this Schedule as a Reporting Person, the filing of this Schedule shall not be
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<PAGE>
construed as an admission that he or any of the other shareholders, directors or
executive officers of JFSCI is, for any purpose, the beneficial owner of any of
the securities that are beneficially owned by JFSCI.
(c) The Reporting Person did not effect any transactions
other than those set forth in Items 3 and 4 above.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
The Reporting Person is not a party to any contract,
arrangement, understanding or relationship with respect to any securities of the
Issuer, including but not limited to the transfer or voting of any securities of
the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to Be Filed as Exhibits.
None.
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<PAGE>
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: October ___, 1999.
EDMUND H. SHEA, JR.
/s/ Edmund H. Shea, Jr.
----------------------------------------
MARY S. SHEA
/s/ Mary S. Shea
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E-1
