UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO 13D-1(A) AND AMENDMENTS
THERETO FILED PURSUANT TO 13D-2(A)
(AMENDMENT NO. 3)*
Greentree Software, Inc.
(Name of Issuer)
Common Shares, $.01 par value per share
(Title of Class of Securities)
395793 30 1
(CUSIP Number)
Mark Cahill
666 Greenwich Street
New York, NY 10014
(212) 243-7903
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
DECEMBER 23, 1997
(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 [].
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
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).
(Continued on following page(s))
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CUSIP NO. 395793 30 1 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Mark Cahill
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) []
(B) []
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
275,000
8 SHARED VOTING POWER
None
9 SOLE DISPOSITIVE POWER
275,000
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
275,000
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CUSIP NO. 395793 30 1 13D
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* []
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
This Amendment amends the Schedule 13D filed with the Commission on
January 26, 1996 (the "Schedule 13D"), as amended by Amendment No. 1 to
Schedule 13D filed with the Commission on May 2, 1996, and as amended by
Amendment No. 2 to Schedule 13D filed with the Commission on July 30, 1997.
ITEM 1. SECURITY AND ISSUER.
(a) Title of Security:
Greentree Software, Inc., Common Shares, $.01 par value per
share (the "Common Shares")
(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
7901 Flying Cloud Drive, Eden Prairie, MN 55344.
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 666 Greenwich
Street, New York, New York 10018.
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CUSIP NO. 395793 30 1 13D
(c) Principal Occupation or Employment of Reporting Person:
The principal occupation and employment of the Reporting Person
is as a private investor.
(d) Criminal Convictions since February 4, 1993:
None
(e) Judgments for Violations of Securities Laws since Feburary 4,
1993:
None
(f) Citizenship:
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 $60,076.50 funds for the purchase of 87,384
shares of the Company issued in a private placement, dated December 23, 1997
(the "December 1997 Private Placement"). The Reporting Person used personal
funds to purchase such shares.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person acquired the shares of the Common Shares in the
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 D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Person beneficially owns 275,000 shares of the Common
Shares, consisting of approximately 8.78% of the aggregate number of shares of
Common Shares outstanding as of January 14, 1998, as reported by the Company.
(b) The Reporting Person has sole investment and voting power with
respect to all of the shares of Common Shares beneficially owned by him.
(c) Recent Transactions:
(1) 10,052 shares of the Company sold by the Reporting Person at
a sale price of $1.53 per share on November 14, 1997; and
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CUSIP NO. 395793 30 1 13D
(2) 87,384 shares of the Company purchased the Reporting Person in
connection with the December 1997 Private Placement at a sale of
$.6875 per share on December 23, 1997.
(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. MATERIAL TO BE FILED AS EXHIBITS.
None
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each
of the undersigned certifies that the information set forth in this Statement
is true, complete, and correct.
Dated: February 4, 1998
/s/ Mark Cahill
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MARK CAHILL
