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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1) *
GREENTREE SOFTWARE, INC.
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(NAME OF ISSUER)
COMMON STOCK, $.04 PAR VALUE
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(TITLE OF CLASS OF SECURITIES)
395793 20 1
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(CUSIP NUMBER)
MARK CAHILL
666 GREENWICH STREET
NEW YORK, NY 10014
(800) 792-7374
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
APRIL 23, 1996
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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 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 [ ].
* 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).
Check the following box if a fee is being paid with this statement
[ ]. (A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class. (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
1.
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CUSIP NO. 395793 20 1 13D Page 2 of 5 Pages
<TABLE>
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<S> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
MARK CAHILL
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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 (See Instructions)
See item 3 of Attached Schedule 13D
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER 7 SOLE VOTING POWER
OF 894,659 *
SHARES
BENEFICIALLY
OWNED BY
REPORTING
PERSON
WITH
-----------------------------------------------------
8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER
894,659 *
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
894,659*
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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
9.52%
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14 TYPE OF REPORTING PERSON*
IN
</TABLE>
* Includes warrants to purchase 9,659 shares of the Common Stock of the
Company.
2.
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This Amendment amends the Schedule 13D filed with the Commission on
January 26, 1996 (the "Schedule 13D").
ITEM 1. SECURITY AND ISSUER
(a) Title of Security:
Greentree Software, Inc., Common Stock, $.04 par value per
share (the "Common Stock")
(b) Name of Issuer:
Greentree Software, Inc., a New York corporation (the
"Company").
(c) Address of Issuer's Principal Executive Office:
The principal executive office of the Company is located at
2801 Fruitville Road, Suite 180, Sarasota, Florida 34237.
ITEM 2. IDENTITY AND BACKGROUND
(a) Name of Reporting Person
The reporting person is Mark Cahill (the "Reporting Person").
(b) Business Address of Reporting Person
The business address of the Reporting Person is Republic
National Bank of New York, 452 Fifth Avenue, 10th Floor, New
York, New York 10018.
(c) Principal Occupation or Employment of Reporting Person:
The principal occupation and employment of the Reporting
Person is as a Marketing Officer at a Derivative Desk for the
Republic National Bank of New York.
(d) Criminal Convictions since December 28, 1990:
None
(e) Judgments for Violations of Securities Laws since December 28,
1990:
None
(f) Citizenship
3.
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The Reporting Person is a citizen of the United States of
America
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Person paid $220,000 funds for the purchase of 733,333
shares of the Company issued in a private placement, dated December 28, 1995
(the "Private Placement"). The funds used to purchase these shares were
obtained pursuant to a short-term financing agreement with Raymond James
Associates, Inc. (the "Financing Agreement"). In accordance with the terms of
the Financing Agreement, the Reporting Person will use personal funds in order
to satisfy all financial obligations under this loan. Additionally, the
Reporting Person paid $25,667 for the purchase of 36,667 additional shares in a
private placement dated April 23, 1996 (the "1996 Private Placement"). The
Reporting Person used personal funds to purchase such shares.
ITEM 4. PURPOSE OF THE TRANSACTION
The Reporting Person acquired the shares of the Common Stock in each
private placement for investment purposes only. The Reporting Person has no
present plans or intentions that relate to, or would result in, any of the
actions described in items 4(a) - (j) of the instructions of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Person beneficially owns 894,659 shares of the
Common Stock, consisting of approximately 9.52% of the aggregate number of
shares of Common Stock outstanding as of April 30, 1996, as reported by the
Company. The 894,659 shares beneficially owned by the Reporting Person are
comprised as follows:
(1) 100,000 shares of the Company purchased in the open
market prior to the Private Placement using personal
funds of the Reporting Person;
(2) 5,000 shares of the Company purchased in the open
market prior to the Private Placement using funds
from the Reporting Person's Individual Retirement
Account;
(3) 733,333 shares of the Company purchased in connection
with the Private Placement using funds of the
Reporting Person as indicated in Item 3, above;
(4) 10,000 shares of the Company purchased in the open
market on January 3, 1996, using funds from the
Reporting Person's Individual Retirement Account;
4.
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(5) Warrants to purchase 9,659 shares of Common Stock at
a purchase price of $2.80 per share which were
inadvertently omitted from the Schedule 13D; and
(6) 36,667 shares of the Company purchased in connection
with the 1996 Private Placement using funds of the
Reporting Person as indicated in Item 3, above.
(b) The Reporting Person has sole investment and voting power with
respect to all of the shares of Common Stock beneficially owned by him.
(c) Recent Transactions: See item 3 above.
(d) Right to Receive Dividends: None
(e) Ownership below 5%: Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
None
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
None
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: May 1, 1996
/s/ Mark Cahill
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MARK CAHILL
5.
