<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Greentree Software, Inc.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
395793201
(CUSIP Number)
Larry E. Jeddeloh, T.I.S. Acquisition and Management Group, Inc.,
200 South Sixth Street, Suite 450, Minneapolis, Minnesota, 55402
(612) 334-3050
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 26, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g) check the following
box ____________.
Check the following box if a fee is being paid with the statement _____.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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. 395793201 SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS IRS IDENTIFICATION NOS. OF ABOVE PERSONS
T.I.S. Acquisition and Management Group
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK 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
Minnesota
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 193,888
EACH -----------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------------------
10 SHARED DISPOSITIVE POWER
193,888
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
193,888
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2% (based on 3,132,118 shares outstanding on December 31, 1997)
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14 TYPE OF REPORTING PERSON*
CO
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See Instructions to Schedule 13-D
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CUSIP NO. 395793201 SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS IRS IDENTIFICATION NOS. OF ABOVE PERSONS
T.I.S. Group
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK 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
Minnesota
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 774,054
EACH -----------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------------------
10 SHARED DISPOSITIVE POWER
774,054
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
774,054
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.7% (based on 3,132,118 shares outstanding on December 31, 1997)
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14 TYPE OF REPORTING PERSON*
IV
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See Instructions to Schedule 13-D
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CUSIP NO. 395793201 SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS IRS IDENTIFICATION NOS. OF ABOVE PERSONS
Larry E. Jeddeloh
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK 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
United States
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7 SOLE VOTING POWER
NUMBER OF 833
SHARES --------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 774,054
EACH --------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 833
WITH --------------------------------------
10 SHARED DISPOSITIVE POWER
774,054
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
774,887
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.7% (based on 3,132,118 shares outstanding on December 31, 1997)
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14 TYPE OF REPORTING PERSON*
IA
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See Instructions to Schedule 13-D
<PAGE>
This Amendment No. 5 relates to the acquisition by T.I.S Acquisition
and Management Group ("T.I.S. Acquisition"), T.I.S. Group, Inc. ("T.I.S. Group")
and Larry E. Jeddeloh (collectively, the "Reporting Entities"), of beneficial
ownership of certain shares of common stock of Greentree Software, Inc. (the
"Issuer"). The Reporting Entities are filing this Amendment No. 5 to update
certain information contained in Amendment No. 4 to the initial filing.
Item 1. Security and Issuer.
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No change; See Amendment No. 2 to the initial filing.
Item 2. Identity and Background.
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No change; See Amendment No. 1 to the initial filing.
Item 3. Source and Amount of Funds or Other Consideration.
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On March 26, 1998, T.I.S. Group and Larry Jeddeloh entered into a
Settlement Agreement and General Release (the "Settlement Agreement"), pursuant
to which, T.I.S. Group and Mr. Jeddeloh agreed to release the Issuer of its
obligation under the Stock Purchase Agreement, dated October 4, 1995, between
T.I.S. Acquisition and the Issuer (the "Stock Purchase Agreement") with respect
to T.I.S. Acquisition's right to acquire an additional 7,336,667 shares
(1,222,779 shares, as adjusted to reflect the Issuer's one-for-six reverse stock
split on July 21, 1997) of common stock, par value $.01 per share (the "Common
Stock"), of the Issuer in accordance with the Stock Purchase Agreement. Under
the terms of the Settlement Agreement, T.I.S. Group and Mr. Jeddeloh, among
other things, released T.I.S. Acquisition's right to acquire the aforementioned
shares of Common Stock in exchange for the right to purchase 333,333 shares of
Common Stock for the price of $0.75 per share ($250,000, in the aggregate) and a
grant of a warrant to T.I.S. Group Managers, a British Virgin Islands
corporation ("T.I.S. Group Managers") and a wholly-owned subsidiary of T.I.S.
Group, to purchase 125,000 shares of Common Stock at the price $1.50 per share
that is exercisable when the price of the Common Stock is $2.00 bid for ten
consecutive trading days, which may occur within 60 days of the date of the
grant. T.I.S. Growth Fund, a wholly-owned subsidiary of T.I.S. Group,
purchased such shares on behalf of its clients and used such clients' funds to
fund the acquisition of the shares.
Item 4. Purpose of Transaction.
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The Reporting Entities purchased the Common Stock of the Issuer for
general investment.
(a) As stated in Item 3, T.I.S. Group has the right to acquire an additional
333,333 shares of Common Stock and T.I.S. Group Managers has the right
to acquire a warrant to purchase 125,000 shares of Common Stock pursuant
to the Settlement Agreement.
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(b)-(c)
No change; See Amendment No. 1 to the initial filing.
(e) As stated in Item 3, T.I.S. Acquisition has the right to acquire an
additional 333,333 of Common Stock and T.I.S. Group Managers has the
right to acquire a warrant to purchase 125,000 shares of Common Stock
pursuant to the Settlement Agreement. Except as stated above, there are
presently no plans or proposals by T.I.S. Acquisition, T.I.S. Group or
Mr. Jeddeloh which relate to or would result in any material change in
the present capitalization or dividend policy of the Issuer.
(f)-(j)
No change; See Amendment No. 1 to the initial filing.
Item 5. Interest in Securities of the Issuer.
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(a) The Articles of Incorporation of the Issuer authorize the issuance of up
to 15,000,000 shares of Common Stock. As of December 31, 1997, there
were 3,132,118 shares of Common Stock issued and outstanding.
T.I.S. Acquisition beneficially owns 193,888 shares of Common Stock,
constituting 6.2% of the shares of Common Stock issued and outstanding
as of December 31, 1997. T.I.S. Group, which owns a majority of the
stock of and controls T.I.S. Acquisition, has the right to vote and
dispose of the shares of Common Stock held by T.I.S. Acquisition and may
be deemed the beneficial owner of such shares. In addition, T.I.S. Group
beneficially owns 649,054 shares of Common Stock for a clients' accounts
managed by it. T.I.S. Group Managers has the right to acquire 125,000
shares of Common Stock within sixty (60) days pursuant to a warrant to
purchase such shares. T.I.S. Group has the right to vote and dispose of
the shares of Common Stock held by T.I.S. Group Managers and may be
deemed the beneficial owner of such shares.
Mr. Jeddeloh owns 833 shares of Common Stock, constituting less than
1.0% of the shares of Common Stock issued and outstanding as of December
31, 1997. By virtue of his positions with T.I.S. Acquisition and T.I.S.
Group, which owns a majority of the stock of and controls T.I.S.
Acquisition, Mr. Jeddeloh has the right to vote and dispose of the
shares of Common Stock held by T.I.S. Acquisition and T.I.S. Group,
respectively, and may be deemed the beneficial owner of such shares.
As a group, T.I.S. Acquisition, T.I.S. Group and Mr. Jeddeloh
beneficially own 774,887 shares of Common Stock, constituting 24.7% of
the shares of Common Stock issued and outstanding as of December 31,
1997.
(b) T.I.S. Acquisition, T.I.S. Group and Mr. Jeddeloh share the power to
vote and the power to dispose of 774,054 shares of Common Stock
beneficially owned by each of them or which they have the right to
acquire within sixty (60) days as set forth in Item 5(a) above. Mr.
Jeddeloh has the sole power to vote and the sole power to dispose of all
of the 833 shares of Common Stock beneficially owed by him as set forth
in Item 5(a) above.
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(c) Except for the transactions to which this Schedule 13D relates, neither
of T.I.S. Acquisition nor Mr. Jeddeloh has effected any transaction in
the shares of Common Stock during the past sixty (60) days. Except for
the transactions to which this Schedule 13D relates T.I.S. Group has not
purchased shares of Common Stock in the past 60 days and T.I.S. Group or
accounts managed by T.I.S. Group have sold the following shares in the
past 60 days:
<TABLE>
<CAPTION>
Number of Price
Seller * Date Shares Per Share
-------- ---- --------- ---------
<S> <C> <C> <C>
T.I.S. Growth Fund April 7, 1998 3,000 $ 1.44
T.I.S. Growth Fund April 8, 1998 1,000 $ 1.375
T.I.S. Growth Fund April 8, 1998 2,000 $ 1.50
</TABLE>
* Represents shares sold by T.I.S. Group Managers for client's accounts on
the open market.
(d) No change; See Amendment No. 1 to the initial filing.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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No change; See Amendment No. 1 to the initial filing.
Item 7. Materials to be Filed as Exhibits.
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No change; See Amendment No. 1 to the initial filing.
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: April 9, 1998 T.I.S. Acquisition and Management Group, Inc.
By /s/ Larry E. Jeddeloh
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Larry E. Jeddeloh
President and Director
T.I.S. Group
By /s/ Larry E. Jeddeloh
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Larry E. Jeddeloh
President, Managing Director and Chief
Investment Officer
Larry E. Jeddeloh
By /s/ Larry E. Jeddeloh
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Larry E. Jeddeloh, Individually
