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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
GREENTREE SOFTWARE, INC.
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
395793201
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(CUSIP Number)
LARRY E. JEDDELOH, T.I.S. ACQUISITION AND MANAGEMENT GROUP, INC.,
200 SOUTH SIXTH STREET, SUITE 450, MINNEAPOLIS, MINNESOTA, 55402
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
DECEMBER 17, 1997
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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
____________.
Check the following box if a fee is being paid with the statement _____.
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.
* 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 the disclosures provided in a prior cover page.
The information required in 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).
(Continued on following page(s))
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CUSIP NO.: 395793201 13D Page 2 of 8 Pages
1. NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
T.I.S. Acquisition and Management Group, Inc.
Tax ID# 41-1816227
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSUE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
NUMBER OF
7. SOLE VOTING POWER
SHARES
None
BENEFICIALLY
8. SHARED VOTING POWER
OWNED BY
1,416,667
EACH
9. SOLE DISPOSITIVE POWER
REPORTING
None
PERSON
10. SHARED DISPOSITIVE POWER
WITH
1,416,667
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,416,667
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.4% (based on 2,564,803 outstanding as of October 15, 1997)
14. TYPE OF REPORTING PERSON*
CO
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CUSIP NO.: 395793201 13D Page 3 of 8 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
T.I.S. Group
Tax ID# 41-1808389
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
NUMBER OF
7. SOLE VOTING POWER
SHARES
None
BENEFICIALLY
8. SHARED VOTING POWER
OWNED BY
1,494,500
EACH
9. SOLE DISPOSITIVE POWER
REPORTING
None
PERSON
10. SHARED DISPOSITIVE POWER
WITH
1,494,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,494,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.5% (based on 2,564,803 outstanding as of October 15, 1997)
14. TYPE OF REPORTING PERSON*
IV
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CUSIP NO.: 395793201 13D Page 4 of 8 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Larry E. Jeddeloh
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF, OO
5. CHECK BOX 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
13,889
BENEFICIALLY
8. SHARED VOTING POWER
OWNED BY
1,494,500
EACH
9. SOLE DISPOSITIVE POWER
REPORTING
13,889
PERSON
10. SHARED DISPOSITIVE POWER
WITH
1,494,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,508,389
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.8% (based on 2,564,803 outstanding as of October 15, 1997)
14. TYPE OF REPORTING PERSON*
IA
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This Amendment No. 2 relates to the acquisition by T.I.S Acquisition and
Management Group, T.I.S. Group and Larry E. Jeddeloh (collectively, the
"Reporting Entities"), of beneficial ownership of certain shares of common stock
of Greentree Software, Inc. The Reporting Entities are filing this Amendment
No. 2 to update certain information contained in Amendment No. 1 to the initial
filing.
Item 1. Security and Issuer.
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The class of securities to which this statement relates is the common
stock, $0.01 par value, (the "Common Stock") of Greentree Software, Inc., a New
York corporation (the "Issuer"), with its principal executive offices located at
7901 Flying Cloud Drive, Suite 150, Eden Prairie, Minnesota 55344.
Item 2. Identity and Background.
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No change; See Amendment No. 1 to the initial filing.
Item 3. Source and Amount of Funds or Other Consideration.
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No change; See Amendment No. 1 to the initial filing and the response to
Item 5 of this Amendment No. 2.
Item 4. Purpose of Transaction.
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No change; See Amendment No. 1 to the initial filing.
Item 5. Interest in Securities of the Issuer.
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(a) The Articles of Incorporation of the Issuer authorize the issuance of up to
15,000,000 shares of Common Stock. As of October 15, 1997, there were
2,564,803 shares of Common Stock issued and outstanding.
T.I.S. Acquisition beneficially owns 193,889 shares of Common Stock and
has the right to acquire 1,222,779 shares of Common Stock within sixty
(60) days, constituting 37.4% of the shares of Common Stock issued and
outstanding as of September 1, 1997. T.I.S. Group, which owns a majority
of the stock of and controls T.I.S. Acquisition, has the right to vote
and dispose of the shares of Common Stock held by T.I.S. Acquisition and
may be deemed the beneficial owner of such shares. In addition, T.I.S.
Group beneficially owns 77,833 shares of Common Stock for a client's
accounts managed by it.
Mr. Jeddeloh owns 13,889 shares of Common Stock, constituting 0.5% of the
shares of Common Stock issued and outstanding as of October 15, 1997. By
virtue of his positions with T.I.S. Acquisition and T.I.S. Group, which
owns a majority of the stock of and controls T.I.S. Acquisition, Mr.
Jeddeloh has the right to vote and dispose of the shares of Common Stock
held by T.I.S.
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Acquisition and T.I.S. Group, respectively, and may be deemed the
beneficial owner of such shares.
As a group, T.I.S. Acquisition, T.I.S. Group and Mr. Jeddeloh
beneficially own 1,508,389 shares of Common Stock, constituting 39.8% of
the shares of Common Stock issued and outstanding as of October 15, 1997.
(b) T.I.S. Acquisition, T.I.S. Group and Mr. Jeddeloh share the power to vote
and the power to dispose of 1,416,667 shares of Common Stock beneficially
owned by each of them or which they have the right to acquire within sixty
(60) days as set forth in Item 5(a) above. Mr. Jeddeloh has the sole power
to vote and the sole power to dispose of all of the 13,889 shares of Common
Stock beneficially owed by him as set forth in Item 5(a) above.
(c) Except for the transactions to which this Schedule 13D relates, neither of
T.I.S. Acquisition nor Mr. Jeddeloh has effected any transaction in the
shares of Common Stock during the past sixty (60) days. T.I.S. Group has
not sold shares of Common Stock in the past 60 days and T.I.S. Group or
accounts managed by T.I.S. Group have made the following purchases in the
past 60 days:
Number of Price
Purchaser * Date Shares Per Share
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T.I.S. Growth Fund October 29, 1997 1,000 $1.3125
T.I.S. Growth Fund November 5, 1997 3,500 $1.2768
T.I.S. Growth Fund November 5, 1997 6,000 $1.2917
T.I.S. Growth Fund November 7, 1997 1,000 $1.25
T.I.S. Growth Fund November 19, 1997 7,500 $1.6042
T.I.S. Growth Fund November 19, 1997 2,000 $1.71875
T.I.S. Growth Fund December 2, 1997 3,000 1.625
T.I.S. Growth Fund December 10, 1997 2,000 1.1875
T.I.S. Growth Fund December 10, 1997 8,000 1.207
T.I.S. Growth Fund December 10, 1997 5,000 1.3688
T.I.S. Growth Fund December 10, 1997 5,000 1.4688
T.I.S. Growth Fund December 17, 1997 1,000 1.5
* Represents shares purchased by T.I.S. Group managers for client's
accounts on the open market.
(d) No change; See Amendment No. 1 to the initial filing.
(e) Not applicable.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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No change; See Amendment No. 1 to the initial filing.
Item 7. Materials to be Filed as Exhibits.
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No change; See Amendment No. 1 to the initial filing.
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: December 23, 1997 T.I.S. ACQUISITION AND MANAGEMENT GROUP, INC.
By /s/ Larry E. Jeddeloh
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Larry E. Jeddeloh
President and Director
T.I.S. GROUP
By /s/ Larry E. Jeddeloh
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Larry E. Jeddeloh
President, Managing Director and Chief
Investment Officer
LARRY E. JEDDELOH
By /s/ Larry E. Jeddeloh
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Larry E. Jeddeloh, Individually
