UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
AMENDMENT NO. 1 TO
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
GREENTREE SOFTWARE, INC.
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(Name of Issuer)
COMMON SHARES, $.01 PAR VALUE PER SHARE
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(Title of Class of Securities)
395793201
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(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
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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 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>
Page 4 of 14 of the initial Schedule 13D pertaining to
the Common Shares of Greentree Software, Inc., a New York
Corporation, filed with the SEC on April 27, 1998 for an event of
April 17, 1998 (the "Initial Schedule 13D"), is hereby amended to
read in its entirety as follows:
SCHEDULE 13D
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CUSIP No. 395793201 PAGE 4 OF 14 PAGES
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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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
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3 SEC USE ONLY
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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.
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF
7 SOLE VOTING POWER
SHARES 159,874
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BENEFICIALLY 8 SHARED VOTING POWER
4,000,000
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH 159,874
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REPORTING 10 SHARED DISPOSITIVE POWER
4,000,000
PERSON WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,159,874
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.7% (See Item 5.a and 5.b)
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14 TYPE OF REPORTING PERSON
IN
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-2-
<PAGE>
The second paragraph of Item 3 of the Initial Schedule 13D
is hereby amended to read in its entirety as follows:
"Between March 16, 1993 and October 27, 1997, Logan
purchased a total of 33,208 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 $284,000.
On February 9, 1994, Logan purchased 8,333 shares of
Common Stock from the Company (as adjusted for stock
splits having occurred prior to the date hereof) in a
private transaction for a cash purchase price of
approximately $100,000. On October 24, 1997, Logan
purchased 60,000 shares of Common Stock from the
Company (as adjusted for stock splits having occurred
prior to the date hereof) in a private transaction for
a cash purchase price of approximately $41,000. On
March 23, 1997, Logan purchased a convertible note of
the Issuer, which has prior to the date hereof been
converted into 8,333 shares of Common Stock, for a
cash purchase price of approximately $25,000. On
April 17, 1998, Logan purchased from the Company
70,000 shares of Common Stock in a private transaction
for a cash purchase price of approximately $56,000,
and immediately thereafter transferred as gifts an
aggregate of 20,000 of such shares purchased on April
17, 1998 (10,000 of such shares were transferred to a
member of his immediate family and 10,000 of such
shares were transferred to a business associate). All
of such shares purchased by Logan, except those shares
transferred as gifts, are referred to herein
collectively as the "Logan Shares". The Logan Shares
and the Note are referred to herein collectively as
the "Securities"."
The second paragraph of Item 5 of the Initial Schedule 13D
is hereby amended to read in its entirety as follows:
"Logan beneficially owns 159,874 shares of Common
Stock, representing approximately 2.1% 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 159,874 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)."
-3-
<PAGE>
Item 7e of the Initial Schedule 13D is hereby amended to
read in its entirety as follows:
"e. Joint Filing Agreement, dated as of April 27,
1998, executed by each of the Reporting Persons
(Exhibit E)."
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Item 7f is hereby added to the Initial Schedule 13D and
shall read in its entirety as follows:
"f. Deed of Gift, dated as of April 17, 1998,
executed by J. Murray Logan in favor of Judith
Friedman."
Item 7g is hereby added to the Initial Schedule 13D and
shall read in its entirety as follows:
"g. Deed of Gift, dated as of April 17, 1998,
executed by J. Murray Logan in favor of Hugh Logan."
Exhibit E of the Initial Schedule 13D is hereby replaced
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with the Exhibit E following the signature page of this Amendment
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No. 1.
Exhibit F is hereby added to the Initial Schedule 13D and
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shall read in its entirety as set forth following the signature
page of this Amendment No. 1.
Exhibit G is hereby added to the Initial Schedule 13D and
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shall read in its entirety as set forth following the signature
page of this Amendment No. 1.
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in the
statement is true, complete and correct.
Date: June 9, 1998 L-R GLOBAL PARTNERS, L.P.
By: L-R Managers, LLC,
General Partner
By: /s/ J. Murray Logan
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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
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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
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[Signatures continue on next page.]
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<PAGE>
ROCKEFELLER & CO., INC., AS A
MEMBER OF L-R MANAGERS, LLC
By: /s/ David A. Strawbridge
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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
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<PAGE>
EXHIBIT INDEX
Exhibit Description
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E Joint Filing Agreement, dated April 27, 1998,
executed by each of the Reporting Persons.
F Deed of Gift, dated as of April 17, 1998,
acknowledged by Judith Friedman.
G Deed of Gift, dated as of April 17, 1998,
acknowledged by Hugh Logan.
Exhibit E
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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 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.
Each person whose signature appears below hereby
constitutes and appoints Rockefeller & Co., Inc. as his or its
true and lawful attorney-in-fact and agent, with full power and
authority, including power of substitution and resubstitution,
and in his or its name, place and stead in any and all
capacities, to execute in the name of each such person, and to
file, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, any and
all amendments to this Statement on Schedule 13D as such
attorney-in-fact and agent, or its substitutes, executing such
amendments deem necessary or advisable to enable each person
whose signature appears below to comply with the Securities
Exchange Act of 1934 and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof,
granting to said attorney-in-fact, agents and substitutes full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as they might or
could do in person, and does hereby ratify and confirm all that
such attorney-in-fact, agents or substitutes, or any of them
separately, may lawfully do or cause to be done by virtue
thereof.
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
[Signatures continue on next page.]
<PAGE>
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
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ROCKEFELLER & CO., INC., AS A
MEMBER OF L-R MANAGERS, LLC
By: /s/ David A. Strawbridge
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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
Exhibit F
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DEED OF GIFT
KNOW ALL PERSONS BY THESE PRESENTS, that I, J. Murray
Logan, do hereby, by way of gift and without consideration,
freely transfer, convey and assign to Judith Friedman all my
right, title and interest in 10,000 shares of the Common Stock of
Greentree Software, Inc. purchased in a private transaction on
April 17, 1998.
IN WITNESS WHEREOF, I have hereunto set my hand and seal as
of this 17th day of April, 1998.
/s/ J. Murray Logan
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J. Murray Logan
RECEIPT ACKNOWLEDGED
/s/ Judith Friedman
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Judith Friedman
Exhibit G
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DEED OF GIFT
KNOW ALL PERSONS BY THESE PRESENTS, that I, J. Murray
Logan, do hereby, by way of gift and without consideration,
freely transfer, convey and assign to Hugh Logan all my right,
title and interest in 10,000 shares of the Common Stock of
Greentree Software, Inc. purchased in a private transaction on
April 17, 1998.
IN WITNESS WHEREOF, I have hereunto set my hand and seal as
of this 17th day of April, 1998.
/s/ J. Murray Logan
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J. Murray Logan
RECEIPT ACKNOWLEDGED
/s/ Hugh Logan
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Hugh Logan
