UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
GREENTREE SOFTWARE, INC.
-----------------------------
(Name of Issuer)
COMMON SHARES, $.01 PAR VALUE PER SHARE
---------------------------------------------
(Title of Class of Securities)
395793201
-----------------------------
(CUSIP Number)
L-R Global Partners, L.P.
30 Rockefeller Plaza, 54th Floor
New York, New York 10112
Attention: J. Murray Logan
(212) 649-5600
------------------------------------------------------------
(Name, address and telephone number of person authorized to
receive notices and communications)
APRIL 17, 1998
--------------------------------------------------------
(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 SS. 240.13d-
1(e), 240.13d-1(f) or 240.13d-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 S. 240.13d-7(b) for other parties to whom copies are to be
sent.
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, as amended (the "Act"),
or otherwise subject to the liabilities of that section of the
Act but shall be subject to all provisions of the Act (however,
see the Notes).
Page 1 of 14 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 395793201 PAGE 2 OF 14 PAGES
----------------- --- ----
-----------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
L-R Global Partners, L.P.
-----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a) [ ]
(b) [X]
-----------------------------------------------------------------
3 SEC USE ONLY
-----------------------------------------------------------------
4 SOURCE OF FUNDS
WC
-----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ]
-----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
--------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 4,000,000
--------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
--------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
4,000,000
-----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,000,000
-----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.6%
-----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
-----------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 395793201 PAGE 3 OF 14 PAGES
----------------- --- ----
-----------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
L-R Managers, LLC, as the general partner of L-R Global
Partners, L.P.
-----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a) [ ]
(b) [X]
-----------------------------------------------------------------
3 SEC USE ONLY
-----------------------------------------------------------------
4 SOURCE OF FUNDS
Not Applicable (see Item 3)
-----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ]
-----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
--------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 4,000,000
--------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
--------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
4,000,000
-----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,000,000
-----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.6%
-----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
-----------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 395793201 PAGE 4 OF 14 PAGES
----------------- --- ----
-----------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. Murray Logan, as a member of L-R Managers, LLC and
in his individual capacity
-----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a) [ ]
(b) [X]
-----------------------------------------------------------------
3 SEC USE ONLY
-----------------------------------------------------------------
4 SOURCE OF FUNDS
PF with respect to securities with sole voting and
dispositive power. Not applicable with respect to
securities with shared voting and dispositive power.
-----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ]
-----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
-----------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 180,707
--------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 4,000,000
--------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 180,707
--------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
4,000,000
-----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,180,707
-----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.0% (see Item 5.a and 5.b)
-----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
-----------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 395793201 PAGE 5 OF 14 PAGES
----------------- --- ----
-----------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rockefeller & Co., Inc., as a member of L-R Managers,
LLC
-----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a) [ ]
(b) [X]
-----------------------------------------------------------------
3 SEC USE ONLY
-----------------------------------------------------------------
4 SOURCE OF FUNDS
Not applicable (see Item 3)
-----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ]
-----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
----------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
--------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 4,000,000
--------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
--------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
4,000,000
-----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,000,000
-----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.6%
-----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
-----------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 395793201 PAGE 6 OF 14 PAGES
----------------- --- ----
-----------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rockefeller Financial Services, Inc., as sole
shareholder of Rockefeller & Co., Inc.
-----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a) [ ]
(b) [X]
-----------------------------------------------------------------
3 SEC USE ONLY
-----------------------------------------------------------------
4 SOURCE OF FUNDS
Not applicable (see Item 3)
-----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ]
-----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
-----------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
--------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 4,000,000
--------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
--------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
4,000,000
-----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,000,000
-----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.6%
-----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC
-----------------------------------------------------------------
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Common Shares, $.01
par value per share "Common Stock"), of Greentree Software, Inc.,
a New York corporation ("Issuer").
Issuer's principal executive offices are located at
7901 Flying Cloud Drive, Eden Prairie, MN 55344.
ITEM 2. IDENTITY AND BACKGROUND.
a. This statement is being filed by the following
persons:
(1) L-R Global Partners, L.P. ("L-R Global"), a
Delaware limited partnership;
(2) L-R Managers, LLC ("Managers"), a Delaware
limited liability company, as the general
partner of L-R Global;
(3) J. Murray Logan, a natural person, as a
member of Managers and in his individual
capacity ("Logan");
(4) Rockefeller & Co., Inc. ("R&Co"), a New York
corporation, as a member of L-R Managers,
LLC; and
(5) Rockefeller Financial Services, Inc., a New
York corporation, as the sole shareholder of
R&Co ("RFS").
Each of persons (1) through (5) above are referred to
herein collectively as the "Reporting Persons". Each of the
persons listed in Exhibit A attached hereto are executive
---------
officers and/or directors of R&Co, and each of the persons listed
in Exhibit B attached hereto are executive officers and/or
---------
directors of RFS. The persons listed on Exhibit A and Exhibit B
--------- ---------
are referred to herein collectively as the "Related Persons".
b. The principal place of business and the address of
the principal office of each of the Reporting Persons is 30
Rockefeller Plaza, 54th Floor, New York, New York 10112. The
principal place of business and the address of the principal
office of each of the Related Persons is shown on Exhibit A and
---------
Exhibit B.
---------
c. The principal business or occupation of each of
the Reporting Persons is as follows:
(1) L-R Global is a Delaware limited partnership
which invests in the securities of a
relatively small number of entities,
primarily non-U.S. entities.
-7-
<PAGE>
(2) Managers' primary purpose is to serve as
general partner of L-R Global.
(3) Logan is an investment manager for L-R Global
and R&Co.
(4) R&Co is an SEC registered investment advisor
that provides investment management and
financial counseling services.
(5) RFS is a holding company which provides
philanthropic and other personal services.
The principal occupations of the Related Persons are shown on
Exhibit A and Exhibit B attached hereto.
--------- ---------
d. During the last five years, none of the Reporting
Persons or the Related Persons has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
e. During the last five years, none of the Reporting
Persons or the Related Persons has been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding has not been
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.
f. Each of the Reporting Persons or Related Persons
who is a natural person is a citizen of the United States of
America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On April 17, 1998, L-R Global purchased a Convertible
Promissory Note of Issuer, dated April 17, 1998 (a copy of which
is attached hereto as Exhibit C) (the "Note"), for cash for an
---------
aggregate purchase price of $3,200,000. The Note was purchased
pursuant to a Convertible Note Purchase Agreement, dated as of
April 17, 1998 (a copy of which is attached hereto as Exhibit D)
---------
(the "Note Purchase Agreement"), by and between L-R Global and
Issuer.
Between March 16, 1993 and October 27, 1997, Logan
purchased a total of 34,041 shares of Common Stock (as adjusted
for stock splits having occurred prior to the date hereof) in the
open market for cash for an aggregate purchase price of
approximately $279,000. On February 9, 1994 and October 24,
1997, Logan purchased a total of 68,333 shares of Common Stock
(as adjusted for stock splits having occurred prior to the date
hereof) in private transactions for cash for an aggregate
purchase price of approximately $141,000. On March 23, 1997,
Logan purchased a promissory note of the Issuer, which has prior
to the date hereof been converted into 8,333 shares of Common
-8-
<PAGE>
Stock, for cash for a purchase price of approximately $25,000.
On April 17, 1998, Logan purchased 70,000 shares of Common Stock
for cash for an aggregate purchase price of approximately
$56,000. All of such shares purchased by Logan are referred to
herein collectively as the "Logan Shares". The Logan Shares and
the Note are referred to herein collectively as the "Securities".
The funds for the acquisition of the Logan Shares were
obtained from the personal funds of Logan. The funds for the
acquisition of the Note were obtained from the working capital of
L-R Global. None of such funds were obtained by means of a loan
or other borrowing arrangement.
Under the definition of "beneficial owner" in Rule 13d-
3 promulgated under the Act, each Reporting Person may be deemed
to beneficially own certain of the Securities owned by the other
Reporting Persons and therefore may be deemed under Rule 13d-5
promulgated under Act to be a member of a "group" with the other
Reporting Persons. The filing of this statement is not intended
as, and should not be deemed, an acknowledgement of shared voting
or dispositive power by any Reporting Person with respect to any
of the Securities held by the other Reporting Persons, and all
Reporting Persons hereby disclaim beneficial ownership of the
Securities, except that L-R Global and Logan do not disclaim
beneficial ownership of the Note and the Logan Shares,
respectively.
ITEM 4. PURPOSE OF TRANSACTION.
a. L-R Global
----------
(1) Acquisition by L-R Global. The Note acquired
-------------------------
by L-R Global pursuant to the Note Purchase Agreement matures on
July 31, 1998. Interest shall accrue, and shall be payable on
demand, at the rate of 8% per annum on any portion of the
principal of the Note not paid when due, from the date such
payment became due to the date of payment. Other than as stated
in the immediately preceding sentence, the Note shall not bear
interest.
(2) Conversion into Common Stock at Option of L-R
---------------------------------------------
Global. Under the terms of the Note, L-R Global has the right,
------
at its option, at any time prior to payment in full of the
principal balance of the Note, to convert the principal of the
Note, in whole or in part, into shares of Common Stock. The
number of shares of Common Stock into which the Note may be so
converted shall be the quotient obtained by dividing the
principal amount of the Note to be so converted by an amount (the
"Divisor") equal to the lesser of (i) $0.80 or (ii) 80% of the
------
average closing "bid" price of the Common Stock for the five
trading days preceding the conversion. As of the date hereof,
all of the principal under the Note would be convertible into
4,000,000 shares of Common Stock.
(3) Automatic Conversion into Common Stock.
--------------------------------------
Under the terms of the Note, if and only if certain amendments
(the "Amendments") to Issuer's Certificate of Incorporation (the
"Certificate") become effective, then all of the principal under
the Note shall automatically be converted, effective as of the
latter of (a) the date the Amendments have become effective or
-9-
<PAGE>
(b) July 16, 1998, into that number of shares of Common Stock as
shall be equal to the quotient obtained by dividing the principal
amount of the Note by the Divisor (determined as of the close of
business on such effective date); provided, however, that no
-------- -------
conversion shall be effected unless, on the date so fixed for
such automatic conversion, Issuer has discharged all of its
obligations under, and is in compliance with all of its covenants
in, the Note Purchase Agreement.
(4) Amendment of Certificate. Under the terms of
------------------------
the Note Purchase Agreement, as promptly as practicable after the
date of the Note Purchase Agreement, but in no event later than
July 16, 1998, Issuer shall duly call and convene a special
meeting of shareholders for the sole purpose of approving
amendments to the Certificate so as to: (a) provide that one of
the purposes of Issuer shall be to engage in any lawful activity
for which corporations may be formed under the New York Business
Corporation Law (the "BCL"); (b) delete paragraph of the
Certificate regarding the Company's tax year; (c) add provisions
to the Certificate (i) eliminating the personal liability of
Issuer's directors to Issuer and its shareholders for damages as
and to the extent permitted by Section 402(b) of the BCL and (ii)
providing for indemnification of Issuer's directors as and to the
extent permitted by the BCL; and (d) add or delete other
provisions of the Certificate, provided, however, that any such
-------- -------
additions or deletions shall be reasonably acceptable in
substance to Investor. Issuer and its management shall not
present or permit to be presented at such meeting (or any
adjournment thereof) any other matters for shareholder action
without L-R Global's prior consent and shall recommend that
Issuer's shareholders approve the aforementioned amendments,
shall use its best efforts to obtain all requisite shareholder
approval for such amendments, and shall, as soon as practicable
following such approval, cause such amendments to become
effective.
(5) Amendment of By-laws. Pursuant to the Note
--------------------
Purchase Agreement, Issuer has caused its By-laws to be amended
to provide that: (i) upon written request to Issuer by one-third
of the holders of the outstanding Common Stock, Issuer shall call
a special meeting of the shareholders of Issuer, and (ii) the
Chairman of the Board of the Directors of Issuer (the "Chairman")
shall be the Chief Executive Officer of Issuer, and that if there
is no Chairman, the President shall be the Chief Executive
Officer of Issuer. Within five (5) business days after written
request by L-R Global, Issuer shall cause its By-laws to be
amended to provide that the Board of Directors of Issuer shall
consist of five (5) members, and cause two designees of L-R
Global to be elected directors of Issuer.
(6) Purpose of Acquisition. L-R Global acquired
----------------------
the Note as a long-term investment. L-R Global may increase or
decrease its investment in Issuer, depending on the price and
availability of Issuer's securities, the amount of working
capital available to L-R Global for such purpose, general
economic and stock market conditions, tax considerations,
subsequent developments affecting Issuer, L-R's evaluation of
Issuer's business and other prospects and other considerations,
including the obtaining of any necessary regulatory approvals.
L-R Global reserves the right to act, either individually or
together with other persons, in respect of its interest in Issuer
in accordance with its best judgment in light of the
circumstances existing at that time.
-10-
<PAGE>
b. Logan. Logan acquired the Logan Shares as a long-
-----
term investment. If, in the future, Logan believes that further
investment in Issuer is attractive, whether because of the market
price of Issuer's securities or otherwise, Logan may acquire
additional securities of Issuer. Similarly, Logan, subject to
applicable law and depending upon market conditions and other
factors, may from time to time determine to dispose of some or
all of the Logan Shares. Logan reserves the right to act, either
individually or together with other persons, in respect of his
interest in Issuer in accordance with his best judgment in light
of the circumstances existing at such time, subject to applicable
law and depending upon market conditions and other factors.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
a. L-R Global beneficially owns the Note, which, as
of the date hereof, is convertible into 4,000,000 shares of
Common Stock, and such shares of Common Stock represent
approximately 53.6% of the issued and outstanding shares of
Common Stock, assuming the full principal amount of the Note has
been converted. The percentage ownership of Common Stock by L-R
Global was derived by dividing 4,000,000 by the sum of 3,465,451
(the number of issued and outstanding shares of the Common Stock
as of April 14, 1998, as reported by Issuer in its Quarterly
Report on Form 10-Q for the quarter ended February 28, 1998) (the
"Unadjusted Outstanding Shares") and 4,000,000. Since the
Reporting Persons (other than L-R Global) may be deemed to
control, directly or indirectly, L-R Global, each of such
Reporting Persons may be deemed to have the power to direct the
vote or disposition of the Note and the shares of Common Stock
into which they are converted, and accordingly, may be deemed,
for purposes of determining beneficial ownership pursuant to Rule
13d-3 under the Act, to beneficially own the Note or such shares.
Logan beneficially owns 180,707 shares of Common Stock,
representing approximately 2.4% of the issued and outstanding
shares of Common Stock, assuming the full principal amount of the
Note has been converted. The percentage ownership of Common
Stock by Logan was derived by dividing 180,707 by the sum of the
Unadjusted Outstanding Shares and 4,000,000 (the maximum number
of shares of Common Stock into which the Note may be converted).
b. Logan has sole power to vote or direct the vote
and to dispose or direct the disposition of the Logan Shares. L-
R Global has sole power to vote or direct the vote and to dispose
or direct the disposition of the Note and the shares of Common
Stock into which the Note are convertible. Since each of the
Reporting Persons (other than L-R Global) may be deemed to
control, directly or indirectly, L-R Global, each of such
Reporting Persons may be deemed to have shared power to vote or
direct the vote and dispose or direct the disposition of the Note
and the shares of Common Stock into which the Note are
convertible.
c. None.
-11-
<PAGE>
d. No person is known to have the right to receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Logan Shares, except Logan. No
person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the Note or the shares of Common Stock into which the
Note is convertible, except L-R Global; however, since each of
-------
the other Reporting Persons may be deemed to control, directly or
indirectly, L-R Global, each of such Reporting Persons may be
deemed to have shared power to direct the receipt of dividends
from, or the proceeds from the sale of, the Note or the shares of
Common Stock into which the Note is convertible.
e. Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
a. Executive Officers and directors of R&Co (Exhibit A).
---------
b. Executive Officers and directors of RFS (Exhibit B).
---------
c. Convertible Note Purchase Agreement, dated as of
April 17, 1998, by and between L-R Global and Issuer (Exhibit C).
---------
d. Convertible Promissory Note, dated April 17, 1998,
issued by Issuer in favor of L-R Global (Exhibit D).
---------
e. Joint Filing Agreement, dated April 27, 1998,
executed by each of the Reporting Persons (Exhibit E).
---------
-12-
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in the
statement is true, complete and correct.
Date: April 27, 1998 L-R GLOBAL PARTNERS, L.P.
By: L-R Managers, LLC,
General Partner
By: /s/ J. Murray Logan
-------------------------
Name: J. Murray Logan
Title: Investment Manager
L-R MANAGERS, LLC, AS GENERAL
PARTNER OF L-R GLOBAL PARTNERS,
L.P.
By: /s/ J. Murray Logan
-----------------------------
Name: J. Murray Logan
Title: Investment Manager
J. MURRAY LOGAN, AS A MEMBER OF L-
R MANAGERS, LLC AND IN HIS
INDIVIDUAL CAPACITY
/s/ J. Murray Logan
------------------------------
[Signatures continue on next page.]
-13-
<PAGE>
ROCKEFELLER & CO., INC., AS A
MEMBER OF L-R MANAGERS, LLC
By: /s/ David A. Strawbridge
------------------------------
Name: David A. Strawbridge
Title: Vice President
ROCKEFELLER FINANCIAL SERVICES,
INC., AS SOLE SHAREHOLDER OF
ROCKEFELLER & CO., INC.
By: /s/ John T. Leyden
---------------------------
Name: John T. Leyden
Title: Vice President
<PAGE>
EXHIBIT INDEX
Exhibit Description
------- -----------
A Executive Officers and directors of R&Co.
B Executive Officers and directors of RFS.
C Convertible Note Purchase Agreement, dated as of
April 17, 1998, by and between L-R Global and
Issuer.
D Convertible Promissory Note, dated April 17, 1998,
issued by Issuer in favor of L-R Global.
E Joint Filing Agreement, dated April 27, 1998,
executed by each of the Reporting Persons.
Exhibit A
---------
INFORMATION WITH RESPECT TO
EXECUTIVE OFFICERS AND DIRECTORS
ROCKEFELLER & CO., INC.
-------------------------------------
POSITION WITH PRINCIPAL
ROCKEFELLER & OCCUPATION AND
NAME CO., INC. PLACE OF BUSINESS
------- -------------- -----------------
1. Grant, Laird Chief Executive Chief Executive
Irvine Officer, President Officer, President
and a Director of
R&Co.; Director of
RFS; Chief
Executive Officer
and a Director of
The Rockefeller
Trust Company(1)
2. Leyden, John Vice President - Vice President -
Thomas Finance and Treasurer Finance and
Treasurer of R&Co.;
Vice President -
Finance and
Treasurer of RFS
3. Strawbridge, Vice President, Vice President,
David Alan Secretary and Secretary and
General Counsel General Counsel of
R&Co.; Secretary
and General Counsel
of RFS
4. Rockefeller, Chairman of the Chairman of the
Jr., David Board Board of R&CO.;
Chairman of the
Board, President,
Chief Executive
Officer and a
Director of RFS
5. Cabot, Walter Director Senior advisor with
Mason Standish, Ayer &
Wood(2)
-----------------------
1. 30 Rockefeller Plaza, 54th Floor, New York, NY (kind of
business: trust services).
2. One Financial Center, 26th Floor, Boston, MA 02111 (kind of
business: investment advisory).
<PAGE>
6. Campbell, Colin Director President of
Goetze Rockefeller
Brothers Fund(3)
7. Caulkins, Abby Director Director of R&Co.
O'Neill RFS
8. Flaherty, Director Director of R&Co.
Pamela Potter and RFS; Executive
of Citicorp(4)
9. O'Neill, Abby Director Director of R&Co.
Milton and RFS; Trustee of
Massachusetts
Financial Services
Company(5)
10. Rockefeller, Director Director of R&Co.
David and RFS
11. Rockefeller, Director Director of R&Co.
Mark F. and RFS
12. Rockefeller, Director Director of R&Co.;
Peter Clark Vice President of
Donaldson Lufkin &
Jenrette Securities
Corp.(6)
13. Rockefeller, Director Director of R&Co
Richard Gilder and RFS; Self-
employed in medical
family practice
business(7)
---------------------
3. 30 Rockefeller Plaza, 54th Floor, New York, NY (kind of
business: philanthropic).
4. 153 E. 53rd Street, 23rd Floor, New York, NY 10043 (kind of
business: banking).
5. Boston, MA (kind of business: mutual fund).
6. 277 Park Ave., 16th Floor, New York, NY 10172 (kind of
business: investment banking).
7. Portland, ME.
<PAGE>
14. Rockefeller, Director Director of R&Co.
Rodman Clark and RFS; Chairman
of Pocantico
Associates, Inc.(8)
15. Smith, Director Director of R&Co.
Elizabeth W. and RFS; Senior
Vice President of
Sotheby's, Inc.(9)
16. Williams, Director Director of R&Co.
Joseph Dalton and RFS
---------------------
8. 610 Fifth Avenue, Room 316, New York, NY 10020 (kind of
business: real estate development).
9. 1334 York Avenue, New York, NY 10021 (kind of business:
auction house).
Exhibit B
---------
INFORMATION WITH RESPECT TO
EXECUTIVE OFFICERS AND DIRECTORS
ROCKEFELLER FINANCIAL SERVICES, INC.
------------------------------------------------------
POSITION WITH PRINCIPAL
ROCKEFELLER OCCUPATION AND
FINANCIAL SERVICES, PLACE OF
NAME INC. BUSINESS
---- ------------------- --------------
1. Rockefeller, Jr., Chairman of the Chairman of
David Board, President, the Board,
Chief Executive President,
Officer and a Chief
Director Executive
Officer and a
Director of
RFS; Director
of R&Co.
2. Strawbridge, David Secretary and Vice
A. General Counsel President,
Secretary and
General
Counsel of
R&Co.
3. Leyden, John Thomas Vice President - Vice President
Finance and - Finance and
Treasurer Treasurer of
R&Co.
4. Terry, Charles D. Director of Director of
Philanthropy Philanthropy
of RFS
5. Cabot, Walter Mason Director Senior advisor
with Standish,
Ayer & Wood
6. Campbell, Colin Director President of
Goetze Rockefeller
Brothers Fund
7. Caulkins, Abby Director Director of
O'Neill R&Co. and RFS
<PAGE>
8. Crisp, Peter O. Vice Chairman and a Vice Chairman
Director and a Director
of RFS
9. Flaherty, Pamela Director Director of
Potter R&Co. and RFS;
Executive of
Citicorp
10. Grant, Laird I. Director Chief
Executive
Officer,
President and
Director of
R&Co.; Chief
Executive
Officer and
Director of
The
Rockefeller
Trust Company
11. O'Neill, Abby Milton Vice Chairman and a Director of
Director R&Co. and RFS;
Trustee of
Massachusetts
Financial
Services
Company
12. Rockefeller, David Director Director of
R&Co. and RFS
13. Rockefeller, Mark F. Director Director of
R&Co. and RFS
14. Rockefeller, Peter Director Director of
Clark R&Co. and RFS;
Vice President of
Donaldson Lufkin &
Jenrette Securities
Corp.
15. Rockefeller, Richard Director Director of
Gilder R&Co and RFS;
Self-employed
in medical
family
practice
business
16. Rockefeller, Rodman Director Director of
C. R&Co. and RFS;
Chairman of
Pocantico
Associates,
Inc.
<PAGE>
17. Smith, Elizabeth W. Director Director of
R&Co. and RFS;
Senior Vice
President of
Sotheby's,
Inc.
18. Williams, Joseph Director Director of
Dalton R&Co. and RFS
Exhibit C
----------
CONVERTIBLE PROMISSORY NOTE
---------------------------
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE
MAY NOT BE SOLD, OFFERED FOR SALE, MORTGAGED, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT
AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL
ACCEPTABLE TO GREENTREE SOFTWARE, INC. THAT SUCH REGISTRATION IS
NOT REQUIRED.
-------------------------
GREENTREE SOFTWARE, INC.
Convertible Promissory Note
$3,200,000.00 April 17, 1998
1. TERMS. For value received, GREENTREE SOFTWARE,
INC., a New York corporation (the "Company"), hereby absolutely
and unconditionally promises to pay to the order of L-R GLOBAL
PARTNERS, L.P., a Delaware limited partnership (the "Lender"),
the principal sum of THREE MILLION TWO HUNDRED THOUSAND DOLLARS
($3,200,000) on or before July 31, 1998. The principal shall be
payable in lawful money of the United States of America, at the
principal place of business of the Lender or at such other place
as the Lender may designate from time to time in writing to the
Company. Interest shall accrue, and shall be payable on demand,
at the rate of 8% per annum, on any portion of the principal
hereof not paid when due, from the date such payment became due
to the date of payment. Other than that as set forth above, this
Note shall not bear interest.
2. PURCHASE AGREEMENT. This Note has been issued by
the Company pursuant to a Convertible Note Purchase Agreement,
dated as of the date hereof, between the Company and the Lender
(as the same may be amended from time to time, hereinafter
referred to as the "Agreement"), and is entitled to the benefits
hereof.
3. CONVERSION.
3.1 VOLUNTARY CONVERSION. The holder of this
Note has the right, at the holder's option, at any time prior to
payment in full of the principal balance of this Note, to convert
the principal of this Note, in accordance with the provisions
hereof, in whole or in part, into fully paid and non-assessable
shares of Common Stock of the Company (the "Common Stock"). The
number of shares of Common Stock into which this Note may be so
converted shall be the quotient obtained by dividing the
principal amount of this Note to be so converted by an amount
(the "Divisor") equal to the lesser of (i) $0.80 or (ii) 80% of
------
the average closing "bid" price of the Common Stock for the five
trading days preceding the conversion.
3.2 AUTOMATIC CONVERSION. If, and only if, the
amendments to the Company's Certificate of Incorporation as
contemplated by Section 4.2 of the Agreement (the "Amendments")
become effective, then all of the principal hereunder shall
automatically and without any further action being required
therefor by the Company or the Lender be converted, effective as
of the latter of (a) the date the Amendments have become
effective or (b) 90 days after the date hereof, into that number
of fully paid and non-assessable shares of Common Stock as shall
be equal to the quotient obtained by dividing the principal
amount of this Note by the Divisor (determined as of the close of
business on such effective date); provided, however, that no
-------- -------
conversion shall be effected under this Section 3.2 unless, on
the date so fixed for such automatic conversion, the Company has
discharged all of its obligations under, and is in compliance
with all of its covenants in, the Agreement. Upon the conversion
of the principal hereunder into the Shares as provided above in
this Section 3.2, the holder of this Note shall surrender this
Note to the Company for cancellation, against delivery to such
holder of certificate(s) evidencing the Shares registered in the
name of such holder or its designee(s).
3.3 ADJUSTMENTS. The number of shares of Common
Stock into which this Note is convertible shall be subject to
proportional adjustment upon any stock split, reverse stock
split, stock dividend, combination, reclassification or like
event. The shares of the Common Stock issuable to the Lender or
other holder hereof pursuant to this Section 3 shall be referred
to as the "Shares." No fractional share shall be issued upon
such conversion. In lieu of any such fractional share which
would otherwise be issuable upon such conversion, the Company
shall pay to the holder of this Note a cash adjustment in the
amount thereof.
3.4 NOTICE OF CONVERSION PURSUANT TO SECTION 3.1.
To exercise its conversion right pursuant to Section 3.1, the
holder shall surrender this Note to the Company and shall give
written notice to the Company at its principal corporate office,
of the election to convert the same pursuant to this Section 3.1,
which notice shall specify the principal amount of the Note to be
converted and the name or names in which the certificate or
certificates for the corresponding Shares are to be issued. The
Company shall, as soon as practicable thereafter, issue and
deliver to the holder of this Note a certificate or certificates
for the number of shares of Common Stock issuable upon such
conversion and, if such conversion is of less than the entire
principal amount hereof, a new note, of like tenor herewith, in
the principal amount of the balance. Such conversion shall be
deemed to have been made immediately prior to the close of
business on the date of such surrender of this Note or on such
subsequent date as the holder specifies in the notice of
conversion as the date upon which such conversion is to be
effected, and the person or persons entitled to receive the
shares of Common Stock issuable upon such conversion shall be
treated for all purposes as the record holder or holders of such
shares of Common Stock as of such date.
4. EVENTS OF DEFAULT.
(a) The following shall constitute events of
default (individually, an "Event of Default") hereunder:
(1) any default in the payment, when due or
payable, of an obligation to pay principal under this Note or any
default in the performance with the Company's obligations under
the Agreement, which default is not cured within twenty (20) days
from the date that the Company receives notice of the occurrence
of such default; or
(2) filing of a petition in bankruptcy or
the commencement by or against the Company of any proceeding
under any bankruptcy, insolvency, reorganization, arrangement,
moratorium or other similar laws relating to or affecting the
rights of creditors, which filing or proceeding is not dismissed
within ninety (90) after the filing or commencement thereof.
(3) the occurrence of any material default
under any note or other instrument evidencing any funded
indebtedness or borrowed money of the Company to any other person
for the payment of money which default is not cured by payment in
full of the amount due within any applicable period of grace from
the date that the Company receives notice of the occurrence of
such default.
(b) If an Event of Default shall occur and be
continuing, the holder of this Note may, at its option, declare
this Note to be immediately due and payable without further
notice or demand, whereupon the entire principal amount of this
Note shall become immediately due and payable without
presentment, demand or protest, all of which are hereby waived by
the Company.
5. NO PREPAYMENT. This Note may not be prepaid, in
whole or in part.
6. CERTAIN WAIVERS. The Company hereby expressly and
irrevocably waives presentment, demand, protest, notice of
protest and any other formalities of any kind.
7. NOTICES OF RECORD DATE, ETC. In the event of:
(a) any taking by the Company of a record of the
holders of any class of securities of the Company for the purpose
of determining the holders thereof who are entitled to attend, or
receive notice of, any meeting of shareholders or to receive any
dividend or other distribution, or any right to subscribe for,
purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right;
or
(b) any capital reorganization of the Company,
any reclassification or recapitalization of the capital stock of
the Company or any transfer of all or substantially all of the
assets of the Company to any other person or any consolidation or
merger involving the Company; or
(c) any voluntary or involuntary dissolution,
liquidation or winding-up of the Company,
the Company will mail to the holder of this Note at least ten
(10) days prior to the earliest date specified therein, a notice
specifying (i) the date on which any such record is to be taken
for the purpose of the meeting, dividend, distribution or right,
and the amount and character of such dividend, distribution or
right, and (ii) the date on which any such meeting is to be held
or on which any such reorganization, reclassification, transfer,
consolidation, merger, dissolution, liquidation or winding-up is
expected to become effective and the record date for determining
stockholders entitled to vote thereon.
8. AMENDMENT, MODIFICATION OR TERMINATION. This Note
may only be modified, amended, or discharged (other than by
payment in full) by an agreement in writing signed by the Company
and the Lender. No waiver of any term, covenant or provision of
this Note shall be effective unless given in writing by the
Lender.
9. SEALED INSTRUMENT/GOVERNING LAW. This Note is
intended to take effect as a sealed instrument. This Note and
the obligations of the Company hereunder shall be governed by and
interpreted and determined in accordance with the laws of the
State of New York (excluding the laws and rules of law applicable
to conflicts or choice of law).
IN WITNESS WHEREOF, this Note has been duly executed on
behalf of the Company on the day and in the year first above
written.
GREENTREE SOFTWARE, INC.
By: /s/ Joseph D. Mooney
----------------------------
Name: Joseph D. Mooney
Title: CEO
Exhibit D
---------
GREENTREE SOFTWARE, INC.
CONVERTIBLE NOTE PURCHASE AGREEMENT (this "Agreement"),
made as of the 17th day of April, 1998, between GREENTREE
SOFTWARE, INC., a New York corporation (the "Company"), and L-R
GLOBAL PARTNERS, L.P., a Delaware limited partnership
("Investor").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Company wishes to issue and sell to Investor,
and Investor wishes to purchase from the Company, a Convertible
Promissory Note of the Company of even date herewith in the
aggregate principal amount of $3,200,000.00 in the form of
Exhibit A hereto (the "Note"); and
WHEREAS, the Note is convertible into shares (the "Shares")
of the Company's Common Stock, par value $.01 per share ("Common
Stock"), as set forth herein and in the Note; and
WHEREAS, the Company and Investor wish to enter into an
agreement setting forth the terms and conditions of the purchase
and sale of the Note;
NOW, THEREFORE, in consideration of the mutual promises,
covenants and conditions hereinafter set forth and other good and
valuable consideration, the receipt and sufficiency of which are
hereby expressly acknowledged, the parties hereto agree as
follows:
1. PURCHASE AND SALE OF NOTE. Subject to the terms and
conditions of this Agreement, on the date hereof Investor is
purchasing from the Company, and the Company is selling and
issuing to Investor, the Note for the purchase price of
$3,200,000 (the "Principal Amount"), payment of which is being
made by wire transfer to the Company's account at F&M Alliance
Bank, Minneapolis, Minnesota.
2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. As an
inducement to Investor to purchase the Note, the Company hereby
represents and warrants to Investor that:
2.1 ORGANIZATION, GOOD STANDING AND QUALIFICATION.
The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of New York and has
all requisite corporate power and authority to carry on its
business and to enter into and perform this Agreement and the
transactions contemplated hereby. The Company is duly qualified
to transact business and is in good standing in the State of
Minnesota and in each other jurisdiction in which the failure to
so qualify would have a material adverse effect on its business
or properties. The Company has furnished to Investor a true and
complete copy of the Certificate of Incorporation of the Company
presently in effect (the "Certificate") and the By-laws of the
Company presently in effect (the "By-laws").
2.2 CAPITALIZATION.
(a) The authorized capital of the Company as of
the date hereof is 15,000,000 shares of Common Stock, of which
3,465,451 shares are issued and outstanding as of the date
hereof.
(b) Except for the conversion rights set forth in
the Note and except as set forth on Schedule 2.2 hereto, there
------------
are no outstanding options, warrants, rights (including
conversion or preemptive rights or rights of first refusal) or
agreements for the purchase or acquisition by or from the Company
of any shares of its capital stock. The Company is not a party
or subject to any agreement or understanding and, to the
Company's knowledge, there is no agreement or understanding
between any persons and/or entities, which affects or relates to
the voting or giving of written consents with respect to any
security or by a director of the Company.
(c) All of the issued and outstanding shares of
the Common Stock have been offered, issued and sold by the
Company in compliance with applicable federal and state
securities laws and are fully paid and non assessable.
2.3 SUBSIDIARIES. The Company does not presently own
or control, directly or indirectly, any interest in any other
corporation, association or other business entity. The Company
is not a participant in any joint venture, partnership or similar
arrangement.
2.4 AUTHORIZATION. All corporate action on the part
of the Company, its officers, directors and shareholders
necessary for the authorization, execution and delivery of this
Agreement and the Note, the performance of all obligations of the
Company hereunder and thereunder and the authorization, issuance,
sale and delivery of the Note has been taken on or prior to the
Closing, and this Agreement and the Note constitute valid and
legally binding obligations of the Company, enforceable in
accordance with their respective terms, except (i) as limited by
applicable bankruptcy, insolvency, reorganization, moratorium and
other laws of general application affecting enforcement of
creditors' rights generally and (ii) as limited by laws relating
to the availability of specific performance, injunctive relief or
other equitable remedies.
2.5 GOVERNMENTAL CONSENTS. No consent, approval,
order or authorization of, or registration, qualification,
designation, declaration or filing with, any federal, state or
local governmental authority on the part of the Company is
required in connection with the consummation of the transactions
contemplated by this Agreement, except for such filings as are
required by state securities laws, which filings have been duly
made.
2.6 VALID ISSUANCE OF NOTE. The Note, when issued,
sold and delivered in accordance with the terms of this
Agreement, will be duly and validly issued. The Shares will,
upon delivery thereof as a result of any conversion of the Note,
be duly and validly issued and fully paid up, with no personal
liability attaching to the ownership thereof.
2.7 OFFERING. Subject in part to the truth and
accuracy of Investor's representations set forth in Section 3 of
this Agreement, the offer, sale and issuance of the Note as
contemplated by this Agreement are exempt from the registration
requirements of the Securities Act of 1933, as amended (the "1933
Act"), and from the registration and qualification requirements
of applicable state securities laws, and neither the Company nor
any authorized agent acting on its behalf will take any action
hereafter that would cause the loss of such exemptions.
2.8 INTELLECTUAL PROPERTY.
(a) Schedule 2.8 hereto lists all patents and all
------------
patent applications and registered trademarks, service marks,
trade names, copyrights and applications therefor (the
"Registrable Intellectual Property") owned or used by the
Company. The Company is sole owner of all copyright and other
property rights in the software, in all forms and formats,
constituting a part of any products currently or previously
marketed, sold or distributed by the Company, including without
limitation its Purchase Soft and GT Purchase PRO software (all of
such rights being referred to sometimes as the "Product
Intellectual Property" and, together with the Registrable
Intellectual Property, the "Intellectual Property"; such products
being sometimes referred to as the "Company Products"). The
Company owns or has a valid and adequate right to use all other
patents, trademarks, service marks, trade names, copyrights and
all applications and registrations therefor being used to conduct
its business as now conducted and as now proposed to be
conducted, and the conduct of its business as now conducted and
as now proposed to be conducted does not and will not, and the
Product Intellectual Property and the Company Products do not,
have not and will not, conflict with or infringe upon the
intellectual property rights or rights of others. Except as set
forth in Schedule 2.8 hereto the Company has not received any
------------
communication to the effect that any such Intellectual Property
or other proprietary rights owned or licensed to the Company, or
which the Company otherwise has used, is using or has the right
to use, is invalid or unenforceable by the Company. Except
pursuant to the terms of any licenses specified in Schedule 2.8
------------
hereto, the Company has no obligation pursuant to any license
agreement to compensate any person for the use of any such
Intellectual Property or other proprietary rights and, except in
the ordinary course of business, the Company has not granted any
person any license or other right to use any of the Intellectual
Property or other proprietary rights owned by the Company,
whether requiring the payment of royalties or not.
(b) The Company has taken all reasonable measures
to protect and preserve the security, confidentiality and value
of its Intellectual Property, including its trade secrets and
other confidential information. All past and present Company
Products are and at all times have been and to the best knowledge
of the Company, all other trade secrets and other confidential
information of the Company are presently valid and protectible
and are not part of the public domain or knowledge, nor, to the
best knowledge of the Company, have they or any Product
Intellectual Property been used, divulged or appropriated for the
benefit of any person other than the Company or otherwise to the
detriment of the Company. To the best knowledge of the Company,
no employee or consultant of the Company has used any trade
secrets or other confidential information of any other person in
the course of such person's work for the Company. To the best
knowledge of the Company, the Company is the exclusive owner of
all right, title and interest in the Intellectual Property rights
as purported to be owned by the Company, and such Intellectual
Property rights are valid and in full force and effect. Neither
the Company nor, to the best of the Company's knowledge, any of
its employees or consultants has received notice of, and there
does not exist any valid basis for nor, to the best of the
Company's knowledge does there exist any other basis for, any
claim that any of the Company Products or any of the Intellectual
Property or the use or ownership or licensing thereof by the
Company infringes, violates or conflicts with, any such right of
any third party.
2.9 COMPLIANCE WITH OTHER INSTRUMENTS. Except as set
forth in Schedule 2.9, the Company is not in violation or
------------
default in any material respect of any provision of its
Certificate or By-laws, or in any material respect of any
instrument, judgment, order, writ, decree or contract to which it
is a party or by which it is bound, or any provision of any
federal or state statute, rule or regulation applicable to the
Company. The execution, delivery and performance of this
Agreement and the Note, and the consummation of the transactions
contemplated hereby and thereby, will not:
(a) result in any such violation; or
(b) be in conflict with or constitute, with or
without the passage of time and giving of notice, a default
under, or give any entity or person the right to exercise any
remedy under, any such provision, instrument, judgment, order,
writ, decree or contract; or
(c) result in the creation of any lien, charge or
encumbrance upon any assets of the Company or the suspension,
revocation, impairment, forfeiture or non-renewal of any material
permit, license, authorization or approval applicable to the
Company, its business or operations or any of its assets or
properties; or
(d) give any entity or person the right to
accelerate the maturity or performance of, or to cancel,
terminate, or modify, any contract to which the Company is a
party.
2.10 AGREEMENTS; ACTION.
(a) There are no agreements, understandings or
proposed transactions between the Company and any of its
officers, directors, affiliates or any affiliate thereof, except
for agreements explicitly described in the Disclosure Documents
or in Schedule 2.10 attached hereto.
-------------
(b) The Company has not (i) made any loans or
advances to any person, other than ordinary advances for travel
expenses or (ii) sold, exchanged or otherwise disposed of any of
its assets or rights, other than the sale of its inventory in the
ordinary course of business.
(c) Except as set forth in Schedule 2.10, the
-------------
Company is not a party to and is not bound by any contract,
agreement or instrument, or subject to any restriction under its
Certificate or By-laws that adversely affects its business as now
conducted or as proposed to be conducted, its properties or its
financial condition.
2.11 RELATED-PARTY TRANSACTIONS. Except as set forth
on Schedule 2.11 attached hereto, no employee, officer, or
-------------
director or shareholder of the Company or member of his or her
immediate family is indebted to the Company, nor is the Company
indebted (or committed to make loans or extend or guarantee
credit) to any of them. To the Company's knowledge, none of such
persons has any direct or indirect ownership interest in any firm
or corporation with which the Company is affiliated or with which
the Company has a business relationship, or any firm or
corporation that competes with the Company, except that
employees, officers, directors or shareholders of the Company and
members of their immediate families may own stock in publicly
traded companies that may compete with the Company. No member of
the immediate family of any officer or director of the Company is
directly or indirectly interested in any material contract with
the Company.
2.12 PERMITS. The Company has all franchises, permits,
licenses, and any similar authority necessary for the conduct of
its business as now being conducted by it, the lack of which
could materially and adversely affect the business, properties,
prospects, or financial condition of the Company, and the Company
believes it can obtain, without undue burden or expense, any
similar authority for the conduct of its business as planned to
be conducted. The Company is not in default in any material
respect under any of such franchises, permits, licenses, or other
similar authority.
2.13 ENVIRONMENTAL AND SAFETY LAWS. To its knowledge,
the Company is not in violation, nor has it received notice of
any violation or potential violation, of any applicable statute,
law or regulation relating to the environment or occupational
health and safety, and, to its knowledge, no material
expenditures are or will be required in order to comply with any
such existing statute, law or regulation.
2.14 REGISTRATION RIGHTS. Except as provided in the
Investors' Rights Agreement (as defined in Section 4.1 below) and
as set forth on Schedule 2.14 attached hereto, the Company has
-------------
not granted or agreed to grant any registration rights, including
piggyback rights, to any person or entity.
2.15 TITLE TO PROPERTY AND ASSETS. The Company owns
its property and assets free and clear of all mortgages, liens,
loans and encumbrances, except such encumbrances and liens that
arise in the ordinary course of business and do not materially
impair the Company's ownership or use of such property or assets.
With respect to the property and assets it leases, the Company is
in compliance with such leases and, to its knowledge, holds a
valid leasehold interest free of any liens, claims or
encumbrances.
2.16 INSURANCE. The Company maintains valid policies
of workers' compensation insurance and of insurance with respect
to its properties and business of the kinds and in the amounts
not less than is customarily obtained by corporations engaged in
the same or similar business and similarly situated, including,
without limitation, insurance against loss, damage, fire, theft,
public liability and other risks.
2.17 EMPLOYEES. No employee of the Company is, to the
knowledge of the Company, acting in violation of any
confidentiality, nondisclosure, noncompetition, or other similar
agreement executed between such employee and the Company or any
other entity.
2.18 CURRENT PUBLIC INFORMATION. The Company is
required to file reports pursuant to Section 13 or 15(d) of the
1934 Act and has filed all the materials required to be filed as
reports pursuant to the 1934 Act for a period of at least 12
months preceding the date hereof, and all such filings have been
made on a timely basis.
2.19 BUSINESS.
(a) The Company's business is, in all material
respects, as described in the Disclosure Documents (as defined in
paragraph (c) below), including without limitation the reports
filed pursuant to the Securities Exchange Act of 1934, as amended
(the "1934 Act"). There have been no material adverse changes to
the Company's business, financial condition or prospects since
the date of such reports. The Disclosure Documents are true and
correct in all material respects and the financial statements
contained in the Disclosure Documents have been prepared in
accordance with general accepted accounting principles,
consistently applied, and fairly present in all material respects
the consolidated financial condition of the Company as of the
dates of the balance sheets included therein and the consolidated
results of its operations and cash flows for the period then
ended. Without limiting the foregoing, there are no material
liabilities, contingent or actual, that are not disclosed in the
Disclosure Documents (other than liabilities incurred by the
Company in the ordinary course of its business, consistent with
its past practice, after the period covered by the Disclosure
Documents). Except as set forth on Schedule 2.19 attached
-------------
hereto, the Company has paid all taxes which are due, except for
taxes which it reasonably disputes. There is no claim,
litigation or administrative proceeding pending or, to the
Company's knowledge, threatened against the Company, except as
disclosed in the Disclosure Documents or except for any such
claim, litigation or administrative proceeding pending which if
adversely determined would not have a material adverse effect.
Neither this Agreement nor any of the Disclosure Documents
contain, and none of the proxy solicitation or other materials
prepared by or on behalf of the Company in connection with the
shareholders meeting referred to in Section 4.2 will contain, any
untrue statement of a material fact or omit to state any material
fact necessary to make the statements contained therein or herein
not misleading in the light of the circumstances under which they
were made.
(b) Investor is not precluded by any order or
injunction of any court of competent jurisdiction from
consummating the transactions contemplated hereby, and no action
or proceeding is pending or threatened before any court or
administrative agency by any person which directly or indirectly
relates to the transactions contemplated hereby or which might
materially adversely affect the Company.
(c) For purposes of this Agreement, "Disclosure
Documents" means the Company's (i) Annual Report on Form 10-KSB
for the year ended May 31, 1997, (ii) Quarterly Reports on Form
10-QSB for the quarters ended August 31, 1997, November 30, 1997
and February 28, 1998, (iii) Form S-3 filed with the Securities
and Exchange Commission on January 21, 1998 and all amendments
thereto, and (iv) private placement memorandum dated February
1998 in the form previously delivered to Investor (the "PPM").
The projections contained in the PPM are reasonable and are based
on assumptions that are reasonable, though the Company makes no
guaranty that such projections will be achieved.
2.20 USE OF PROCEEDS. The Company will use the
proceeds from the sale of the Note for the purposes and in the
amounts set forth in Schedule 2.20 hereto.
-------------
3. REPRESENTATIONS AND WARRANTIES OF INVESTOR. Investor
hereby represents and warrants that:
3.1 AUTHORIZATION. Investor has full power and
authority to enter into this Agreement, and this Agreement
constitutes its valid and legally binding obligation, enforceable
in accordance with its terms, except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium and other laws
of general application affecting enforcement of creditors' rights
generally and (ii) as limited by laws relating to the
availability of specific performance, injunctive relief or other
equitable remedies.
3.2 PURCHASE ENTIRELY FOR OWN ACCOUNT. This Agreement
is made with Investor in reliance upon Investor's representation
to the Company, which by Investor's execution of this Agreement
Investor hereby confirms, that the Note will be acquired for
investment for Investor's own account, not as a nominee or agent,
and not with a view to the resale or distribution of any part
thereof, and that Investor has no present intention of selling,
granting any participation in, or otherwise distributing the
same. By executing this Agreement, Investor further represents
that Investor does not have any contract, undertaking, agreement
or arrangement with any person to sell, transfer or grant
participation to such person or to any third person, with respect
to the Note.
3.3 DISCLOSURE OF INFORMATION. Investor has had an
opportunity to ask questions and receive answers from the Company
regarding the Note and the business, properties, prospects and
financial condition of the Company. The foregoing, however, does
not limit or modify the representations and warranties of the
Company in Section 2 of this Agreement or the right of Investor
to rely thereon.
3.4 INVESTMENT EXPERIENCE. Investor is able to fend
for itself, can bear the economic risk of its investment, and has
such knowledge and experience in financial or business matters
that it is capable of evaluating the merits and risks of the
investment in the Note. Investor has not been organized for the
purpose of acquiring the Note.
3.5 ACCREDITED INVESTOR. Investor is an "accredited
investor" within the meaning of Securities and Exchange
Commission ("SEC") Rule 501 of Regulation D, as presently in
effect.
3.6 RESTRICTED SECURITIES. Investor understands that
the Note is, and each of the Shares will be, characterized as a
"restricted security" under the federal securities laws inasmuch
as each of them is or will be acquired from the Company in a
transaction not involving a public offering and that under such
laws and applicable regulations neither the Note nor such shares
may be resold without registration under the 1933 Act only in
certain limited circumstances. In this connection, Investor
represents that it is familiar with SEC Rule 144, as presently in
effect, and understands the resale limitations imposed thereby
and by the 1933 Act.
3.7 FURTHER LIMITATIONS ON DISPOSITION. Without in
any way limiting the representations set forth above, Investor
further agrees not to make any disposition of the Note or,
following conversion thereof, the Shares, unless:
(a) There is then in effect a Registration
Statement under the 1933 Act covering such proposed disposition
and such disposition is made in accordance with such Registration
Statement; or
(b) (i) Investor shall have notified the Company
of the proposed disposition and (ii) if reasonably requested by
the Company, Investor shall have furnished the Company with an
opinion of counsel, reasonably satisfactory to the Company, that
such disposition will not require registration of such the Note
or the Shares under the 1933 Act.
3.8 LEGEND. It is understood that the Note and the
Shares may bear the following legend:
These securities have not been
registered under the Securities Act
of 1933, as amended (the "Act").
They may not be sold, offered for
sale, pledged or hypothecated in
the absence of a registration
statement in effect with respect to
the securities under such Act or an
opinion of counsel reasonably
satisfactory to the Company that
such registration is not required
or unless sold pursuant to Rule 144
or Rule 144A of such Act.
4. COVENANTS OF THE COMPANY. The Company hereby covenants
and agrees with Investor that:
4.1 INVESTORS' RIGHTS AGREEMENT. As promptly as
practicable after the date hereof, and in any event no later than
the date of the shareholders meeting referred to in Section 4.2,
Investor and the Company shall enter into a registration rights
agreement (the "Investors' Rights Agreement"), which shall grant
Investor registration rights no less favorable to Investor than
those set forth in the Registration Rights Agreement dated
October 25, 1996 among the Company and other persons named
therein and contain such other provisions as are normal and
customary for registration rights agreements including, without
limitation, continuing covenants of the Company to publish such
information as may be necessary to ensure the availability of the
exemptions afforded by Rule 144 under the 1933 Act.
4.2 SHAREHOLDER MEETING. As promptly as practicable
after the date hereof, but in no event later than ninety (90)
days after the date hereof, the Company shall duly call and
convene, in compliance with the By-laws and all applicable laws
and regulations including, without limitation, all applicable
proxy solicitation rules of the SEC, a special meeting of
shareholders for the sole purpose of approving amendments to the
Certificate, in form satisfactory to Investor, so as to: (a)
provide that one of the purposes of the Company shall be to
engage in any lawful activity for which corporations may be
formed under the New York Business Corporation Law (the "BCL");
(b) delete paragraph 5 of the Certificate regarding the Company's
tax year; (c) add provisions to the Certificate (i) eliminating
the personal liability of the Company's directors to the Company
and its shareholders for damages as and to the extent permitted
by Section 402(b) of the BCL and (ii) providing for
indemnification of the Company's directors as and to the extent
permitted by the BCL; and (d) add or delete other provisions of
the Certificate, provided, however, that any additions or
-------- -------
deletions pursuant to this clause (d) shall be reasonably
acceptable in substance to Investor. The Company and its
management shall not present or permit to be presented at such
meeting (or any adjournment thereof) any other matters for
shareholder action without Investor's prior consent and shall
recommend that the Company's shareholders approve the
aforementioned amendments, shall use its best efforts to obtain
all requisite shareholder approval for such amendments, and
shall, as soon as practicable following such approval, cause such
amendments to become effective.
4.3 DIRECTORS AND OFFICERS INSURANCE. As soon as
practicable after the date hereof, but in no event later than the
date of the conversion of the Note into the Shares, the Company
will obtain a directors and officers insurance policy, with an
insurer satisfactory to Investor, of the kind customarily
obtained by corporations engaged in the same or similar business
as the Company and in the amount of not less than $10,000,000.
4.4 AMENDMENT OF BY-LAWS. Within two (2) business
days after the date hereof, the Company shall cause the By-laws
to be amended to provide that: (i) upon written request to the
Company by one-third of the holders of the outstanding Common
Stock, the Company shall call a special meeting of the
shareholders of the Company, and (ii) the Chairman of the Board
of the Directors of the Company (the "Chairman") shall be the
Chief Executive Officer of the Company, and that if there is no
Chairman, the President shall be the Chief Executive Officer of
the Company. Within five (5) business days after written request
by Investor, the Company shall cause the By-laws to be amended to
provide that the Board of Directors of the Company shall consist
of five (5) members, and cause two designees of Investors to be
elected directors of the Company.
4.5 PAYMENT OF TAXES. The Company shall, as soon as
practicable after the date hereof, but in no event later than
ninety (90) days after the date hereof, pay or otherwise
discharge all tax obligations of the Company whatsoever
outstanding on the date hereof. As soon as practicable after the
date hereof, but in no event later than 14 days after the date
hereof, the Company shall engage a reputable accounting firm to
assist the Company in making such payments and/or causing such
discharges.
4.6 FURNISH INFORMATION. The Company undertakes to
furnish Investor with copies of such publicly disclosable
information as may be reasonably required by Investor for so long
as Investor holds the Note or, after the date of the conversion
of the Note into the Shares, holds at least ten percent (10%) of
the Shares (appropriately adjusted to reflect any stock split,
stock dividend, share combination, recapitalization or the like).
4.7 PROPRIETARY INFORMATION AND INVENTIONS, NONCOMPETE
AND NONDISCLOSURE AGREEMENTS. No later than 14 days after the
date hereof, the Company shall cause each employee of the Company
to enter into (i) a Proprietary Information and Inventions
Agreement and (ii) a Nondisclosure Agreement, and both of such
agreements shall be in form and substance reasonably acceptable
to Investor. In addition, no later than 14 days after the date
hereof, the Company shall cause each employee of the Company
listed on Schedule 4.7 attached hereto to enter into a Noncompete
------------
Agreement, in form and substance reasonably satisfactory to
Investor.
5. MISCELLANEOUS.
5.1 SURVIVAL. The representations, warranties and
covenants of the Company and Investor contained in or made
pursuant to this Agreement or the Note shall survive the
execution and delivery of this Agreement and the Note and shall
in no way be affected by any investigation of the subject matter
thereof made by or on behalf of Investor or the Company.
5.2 SUCCESSORS AND ASSIGNS. Except as otherwise
provided herein, the terms and conditions of this Agreement and
the Note shall inure to the benefit of and be binding upon the
respective successors and assigns of the parties. Nothing in
this Agreement of the Note, express or implied, is intended to
confer upon any party other than the parties hereto or their
respective successors and assigns any rights, remedies,
obligations or liabilities under or by reason of this Agreement
of the Note, except as expressly provided in this Agreement.
5.3 GOVERNING LAW. This Agreement and the Note shall
be governed by and construed under the laws of the State of New
York applicable to agreements among residents of, and entered
into and to be performed entirely within, such state.
5.4 COUNTERPARTS. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the
same instrument.
5.5 TITLES AND SUBTITLES. The titles and subtitles
used in this Agreement and the Note are used for convenience only
and are not to be considered in construing or interpreting this
Agreement and the Note.
5.6 NOTICES. Unless otherwise provided, any notice
required or permitted under this Agreement or the Note shall be
given in writing and shall be deemed effectively given (i) upon
personal delivery to the party to be notified or (ii) upon
deposit with an overnight delivery service or with the United
States Post Office by certified mail, postage prepaid and
addressed to the party to be notified at the address indicated
for such party on the signature page hereof, or at such other
address as such party may designate by ten (10) days' advance
written notice to the other party.
5.7 FINDER'S FEE. Each party represents that it
neither is nor will be obligated for any finder's fee or
commission in connection with this transaction. Investor agrees
to indemnify and to hold harmless the Company from any liability
for any commission or compensation in the nature of a finder's
fee (and the costs and expenses of defending against such
liability or asserted liability) for which Investor or any of its
officers, employees, or representatives is responsible. The
Company agrees to indemnify and hold harmless Investor from any
liability for any commission or compensation in the nature of a
finder's fee (and the costs and expenses of defending against
such liability or asserted liability) for which the Company or
any of its officers, employees or representatives is responsible.
5.8 ATTORNEYS' FEES. If any action at law or in
equity is necessary to enforce or interpret the terms of this
Agreement, the Investors' Rights Agreement or the Note, the
prevailing party shall be entitled to reasonable attorneys' fees,
costs and necessary disbursements in addition to any other relief
to which such party may be entitled.
5.9 AMENDMENTS AND WAIVERS. Any term of this
Agreement may be amended and the observance of any term of this
Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively) only with the
written consent of the Company and Investor.
5.10 SEVERABILITY. If one or more provisions of this
Agreement or the Note are held to be unenforceable under
applicable law, such provision shall be excluded from this
Agreement or the Note, as the case may be, and the balance of the
Agreement and the Note, as the case may be, shall be interpreted
as if such provision were so excluded and such agreement shall be
enforceable in accordance with its respective terms.
5.11 ENTIRE AGREEMENT. This Agreement and the
documents referred to herein constitute the entire agreement
among the parties and no party shall be liable or bound to any
other party in any manner by any warranties, representations or
covenants except as specifically set forth herein or therein.
5.12 COSTS AND EXPENSES. The Company shall be
responsible for its own costs and expenses incurred in connection
with the negotiation, execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby.
[Signatures on next page.]
<PAGE>
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first above written.
GREENTREE SOFTWARE, INC.
By: /s/ Joseph D. Mooney
-----------------------------
Name: Joseph D. Mooney
Title: CEO
L-R GLOBAL PARTNERS, L.P.
By: L-R Managers, LLC,
General Partner
By: /s/ J. Murray Logan
----------------------------
Name: J. Murray Logan
Title: Investment Manager
Exhibit E
---------
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange
Act of 1934, the persons named below agree to the joint filing on
behalf of each of them of a Statement on Schedule 13D (including
exhibits and thereto) with respect to the acquisition of, or the
right to acquire, the common stock of Greentree Software, Inc., a
New York corporation. This Agreement shall be included as an
Exhibit to such joint filing. In evidence thereof, each of the
undersigned, being duly authorized, hereby executes this
Agreement as of this 27th day of April, 1998.
L-R GLOBAL PARTNERS, L.P.
By: L-R Managers, LLC,
General Partner
By: /s/ J. Murray Logan
-----------------------
Name: J. Murray Logan
Title: Investment Manager
L-R MANAGERS, LLC, AS GENERAL
PARTNER OF L-R GLOBAL PARTNERS,
L.P.
By: /s/ J. Murray Logan
---------------------------
Name: J. Murray Logan
Title: Investment Manager
J. MURRAY LOGAN, AS A MEMBER OF L-
R MANAGERS, LLC AND IN HIS
INDIVIDUAL CAPACITY
/s/ J. Murray Logan
----------------------------
[Signatures continue on next page.]
<PAGE>
ROCKEFELLER & CO., INC., AS A
MEMBER OF L-R MANAGERS, LLC
By: /s/ David A. Strawbridge
----------------------------
Name: David A. Strawbridge
Title: Vice President
ROCKEFELLER FINANCIAL SERVICES,
INC., AS SOLE SHAREHOLDER OF
ROCKEFELLER & CO., INC.
By: /s/ John T. Leyden
-----------------------------
Name: John T. Leyden
Title: Vice President
