UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
AMENDMENT NO. 3 TO
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)
JULY 15, 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 Sections
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 Section 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 2 of 14 of the Schedule 13D pertaining to the Common
Shares of Greentree Software, Inc., a New York Corporation, filed
with the Securities and Exchange Commission ("SEC") on April 27,
1998 for an event of April 17, 1998, as Amended by Amendment No.
1 filed with the SEC on June 9, 1998, and by Amendment No. 2
filed with the SEC on June 9, 1998 (the "Amended Schedule 13D"),
is hereby amended to read in its entirety as follows:
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
0
SHARES --- ----------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 4,203,610
--- ----------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
0
REPORTING --- ----------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH 4,203,610
------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,203,610
--- -----------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
--- ------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51% (See Item 5.a and 5.b)
--- ------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--- ------------------------------------------------------------
-2-
<PAGE>
Page 3 of 14 of the Amended Schedule 13D is hereby amended
to read in its entirety as follows:
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
--- -------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
--- ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,203,610
--- ------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 0
------------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 4,203,610
------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,203,610
--- ------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
--- ------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51%
--- ------------------------------------------------------------
14 TYPE OF REPORTING PERSON
00
--- ------------------------------------------------------------
-3-
<PAGE>
Page 4 of 14 of the Amended Schedule 13D is hereby amended
to read in its entirety as follows:
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.
--- -------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
159,874
SHARES --- ------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
4,203,610
OWNED BY --- ------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
159,874
REPORTING --- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
4,203,610
-------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,363,484
--- -------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
--- -------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53% (See Item 5.a and 5.b)
--- -------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--- -------------------------------------------------------------
-4-
<PAGE>
Page 5 of 14 of the Amended Schedule 13D is hereby amended
to read in its entirety as follows:
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
--- ------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -- -----------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
4,203,610
OWNED BY -- -----------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING -- -----------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
4,203,610
--- ------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,203,610
--- ------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
--- ------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51%
--- ------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--- ------------------------------------------------------------
-5-
<PAGE>
Page 6 of 14 of the Amended Schedule 13D is hereby amended
to read in its entirety as follows:
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
--- ------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -- -----------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
4,203,610
OWNED BY -- -----------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING -- -----------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
4,203,610
--- ------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,203,610
--- ------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
--- ------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51%
--- ------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC
--- ------------------------------------------------------------
-6-
<PAGE>
The first three paragraphs of Item 3 of the Amended Schedule
13D are hereby amended in their entirety to read as follows:
"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. On May 29, 1998, L-R Global converted the full
principal amount of the Note into 4,000,000 shares of Common
Stock (the "L-R Global Shares"). On July 15, 1998, L-R
Global purchased from an investor in a private transaction,
for a purchase price of $100,000, Common Share Purchase
Warrants (the "July 15 Warrants") representing the right to
purchase an aggregate of 101,805 shares of Common Stock,
pursuant to a Securities Purchase Agreement, dated July 15,
1998 (a copy of which is attached hereto as Exhibit H). On
----------
July 21, 1998, L-R Global purchased from another investor in
a private transaction, for a purchase price of $100,000,
additional Common Share Purchase Warrants (the "July 21
Warrants") representing the right to purchase an aggregate
of 101,805 shares of Common Stock, pursuant to a Securities
Purchase Agreement, dated July 21, 1998 (a copy of which is
attached hereto as Exhibit I). The July 15 Warrants and the
----------
July 21 Warrants are collectively referred to herein as the
"Warrants."
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,
-7-
<PAGE>
the L-R Global Shares and the Warrants 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 and the Warrants
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."
Item 4 of the Amended Schedule 13D is hereby amended to add
a new section "c." to read as follows:
"c. L-R Global (acquisition of Warrants). The
------------------------------------
Warrants have exercise prices ranging from $1.11 to $1.84.
L-R Global acquired the Warrants as a long-term investment.
L-R Global may exercise the Warrants or otherwise 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 Global'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."
Item 5(a) of the Amended Schedule 13D is hereby amended in
its entirety to read as follows:
"a. L-R Global beneficially owns 4,203,610 shares of
Common Stock (including 203,610 shares issuable upon exercise
of the Warrants) representing approximately 51% of the
issued and outstanding shares of Common Stock. The
percentage ownership of Common Stock by L-R Global was
derived by dividing 4,203,610 by the sum of 8,029,761 (the
number of issued and outstanding shares of the Common Stock
as of June 30, 1998, as reported by Issuer in its Annual
Report on Form 10-K for the year ended May 31, 1998) (the
"Unadjusted Outstanding Shares") and 203,610 (the maximum
number of shares of Common Stock which may be acquired by
exercising the Warrants). 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 L-R Global Shares, the Warrants and the
shares of Common Stock for which the Warrants may be
exercised, and accordingly, may be deemed, for purposes of
determining beneficial ownership pursuant to Rule 13d-3
under the Act, to beneficially own the L-R Global Shares,
the Warrants and the shares of Common Stock for which the
Warrants may be exercised.
Logan is sole beneficial owner of 159,874 shares of
Common Stock, representing approximately 2% of the issued
and outstanding shares of Common Stock. The percentage
ownership of Common Stock by Logan was derived by dividing
159,874 by the Unadjusted Outstanding Shares."
-8-
<PAGE>
Item 5(b) of the Amended Schedule 13D is hereby amended in
its entirety to read as follows:
"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 L-R
Global Shares, the Warrants and the Common Stock for which
the Warrants may be exercised. 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 L-R
Global Shares, the Warrants and the shares of Common Stock
for which the Warrants may be exercised."
Item 5(d) of the Amended Schedule 13D is hereby amended in
its entirety to read as follows:
"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 L-R Global Shares, the Warrants or the
Common Stock for which the Warrants may be exercised, 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 L-R Global Shares, the
Warrants or the shares of Common Stock for which the
Warrants may be exercised."
Item 7i is hereby added to the Amended Schedule 13D and
shall read in its entirety as follows:
"h. Securities Purchase Agreement between L-R Global and
Gilmore & Co., Inc., dated as of July 15, 1998."
Item 7j is hereby added to the Amended Schedule 13D and
shall read in its entirety as follows:
"i. Securities Purchase Agreement between L-R Global and Wm
Smith & Co., Inc., dated as of July 21, 1998."
Exhibit I is hereby added to the Amended Schedule 13D and
---------
shall read in its entirety as set forth following the signature
page of this Amendment No. 3.
Exhibit J is hereby added to the Amended Schedule 13D and
---------
shall read in its entirety as set forth following the signature
page of this Amendment No. 3.
-9-
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I hereby, on behalf of each of the Reporting Persons,
certify that the information set forth in the statement is true,
complete and correct.
Date: July 27, 1998 ROCKEFELLER & CO., INC.
/s/ David A. Strawbridge
By:
----------------------------
Name: David A. Strawbridge
Title: Vice President
-10-
<PAGE>
EXHIBIT INDEX
Exhibit Description
------- -----------
H Securities Purchase Agreement dated
July 15, 1998
I Securities Purchase Agreement dated
July 21, 1998
Exhibit H
---------
SECURITIES PURCHASE AGREEMENT DATED JULY 15, 1998
-------------------------------------------------
This Agreement is made and entered into as of the 15th day
of July, 1998, between L-R Global Partners, L.P. ("Buyer"), and
Gilmore & Co., Inc. ("Seller").
W I T N E S S E T H:
-------------------
WHEREAS, Seller is the owner of certain Common Shares
Purchase Warrants currently representing the right to purchase in
the aggregate 101,805 shares of Common shares, $0.01 par value
per share, subject to adjustment as set forth therein (the
"Warrants") of Greentree Software, Inc., a New York corporation
("Greentree");
WHEREAS, Seller desires to sell the Warrants to Buyer and
Buyer desires to purchase the Warrants from Seller upon the terms
and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual terms and
conditions set forth herein, Seller and Buyer hereby agree as
follows:
1. Purchase and Sale of the Warrants. On the terms and
----------------------------------
subject to the conditions set forth in this Agreement, Seller
hereby sells, transfers, assigns, conveys and delivers to Buyer,
and Buyer hereby purchases, acquires and accepts from Seller, the
Warrants. Seller will deliver all Warrants to Greentree
Software, Inc. The aggregate purchase price for the Warrants
shall be $100,000, as set forth below:
Initial Number of Initial
Date of Warrant Shares Covered Exercise Price
--------------- ------------------ --------------
May 15,1996 95,321 $0.43
May 15, 1996 52,291 $0.84
October 25, 1996 180,000 $0.30
October 25, 1996 90,000 $0.48
December 11, 1996 9,600 $0.30
December 11, 1996 4,800 $0.48
H-1
<PAGE>
Number of Shares New
Date of Warrant Presently Covered Exercise Price (1)
--------------- ----------------- --------------
May 15, 1996 30,533 $1.33
May 15, 1996 23,872 $1.84
October 25, 1996 30,000 $1.11
October 25, 1996 15,000 $1.52
December 11, 1996 1,600 $1.11
December 11, 1996 800 $1.52
2. Closing. The consummation of the purchase and sale of
--------
the Warrants shall occur simultaneously with the execution and
delivery by the parties of this Agreement. At such closing,
Seller shall deliver to Greentree Software, Inc., the Warrants
duly endorsed or accompanied by duly executed transfer powers
assignment in favor of buyer. Upon receipt, Mr. Philip Wolf of
Greentree Software, Inc. will notify Buyer via facsimile and
simultaneously therewith, Buyer shall wire one hundred thousand
dollars ($100,000.00) to the bank account of Seller in payment of
the purchase price of the Warrants.
3. Representations and Warranties of Seller. The Seller
----------------------------------------
represents and warrants to Buyer as follows:
a. Seller is the lawful record and beneficial owner of the
Warrants, and the sale of the Warrants to Buyer by such
Seller pursuant hereto shall transfer to Buyer sole legal
and valid record and beneficial ownership thereto, free and
clear of all claims, liens, charges, restrictions and
encumbrances of any kind, except for restrictions on
transfer under the Securities Act of 1933, as amended (the
"Securities Act"), and the rules and regulations promulgated
thereunder. Seller acknowledges that the Greentree
Registration Statement on Form S-3, filed with the
Securities Exchange Commission on January 21, 1998,
describes Seller as being beneficial owner of 56,366 shares
of Greentree Common Stock. Seller represents and warrants
that such information is erroneous and the Seller is in fact
beneficial owner of all 101,805 shares of Greentree Common
Stock issuable upon exercise of the Warrants being sold to
Buyer hereunder.
b. The execution and delivery of this Agreement and the
sale of the Warrants to Buyer pursuant to the provisions
hereof have been duly approved and authorized by all
requisite director, shareholder and other corporate action
on the part of Seller.
c. Seller is not an affiliate of Greentree, as such term
is defined in Rule 144 under the Securities Act.
d. The execution and carrying out of this Agreement and
compliance with the provisions hereof by Seller will not
conflict with, result in any breach' of the terms or
conditions of, constitute a default under, or result in a
lien or encumbrance on any of the properties or assets of
Seller pursuant to, its certificate of incorporation or by-
laws or any indenture, mortgage, agreement or other
instrument to which Seller is a party or by which it is
bound.
---------------
(1) After giving effect to the stock splits and
anti-dilution adjustments effected after date of issuance, as
provided by Greentree to Seller.
H-2
<PAGE>
4. Survival of Representations and Warranties. All
-------------------------------------------
representations and warranties contained herein shall survive the
execution and delivery hereof and the sale and delivery of the
Warrants hereunder and the exercise of any of the Warrants.
5. Governing Law. This Agreement shall be governed by and
--------------
construed and interpreted in accordance with the law of the State
of New York, without reference to the choice of law principles
thereof.
6. Execution in Counterparts. This Agreement may be
--------------------------
executed in one or more counterparts, all of which shall bc
considered one and the same agreement and shall become a binding
agreement when one or more counterparts have been signed by party
and delivered to the other party.
IN WITNESS WHEREOF, the parties have executed, delivered and
entered into this Agreement as of the day and year first above
written.
BUYER
L-R Global Partners, L.P.
By: /s/ J. Murray Logan
-----------------------
J. Murray Logan
Authorized Signatory
SELLER
Gilmore & Co., Inc.
By: /s/ Craig D. Gilmore
------------------------
Craig D. Gilmore
President
H-3
Exhibit I
---------
SECURITIES PURCHASE AGREEMENT DATED JULY 21, 1998
-------------------------------------------------
This Agreement is made and entered into as of the 21st day
of July, 1998, between L-R Global Partners, L.P. ("Buyer"), and
Wm Smith & Co. ("Seller").
W I T N E S S E T H:
--------------------
WHEREAS, Seller is the owner of certain Common Shares
Purchase Warrants currently representing the right to purchase in
the aggregate 101,805 shares of Common shares, $0.01 par value
per share, subject to adjustment as set forth therein (the
"Warrants") of Greentree Software, Inc., a New York corporation
("Greentree");
WHEREAS, Seller desires to sell the Warrants to Buyer and
Buyer desires to purchase the Warrants from Seller upon the terms
and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual terms and
conditions set forth herein, Seller and Buyer hereby agree as
follows:
1. Purchase and Sale of the Warrants. On the terms and
----------------------------------
subject to the conditions set forth in this Agreement, Seller
hereby sells, transfers, assigns, conveys and delivers to Buyer,
and Buyer hereby purchases, acquires and accepts from Seller, the
Warrants which are more fully described below. Seller will
deliver all Warrants to Greentree Software, Inc. The aggregate
purchase price for the Warrants shall be $100,000.
Initial Number of Initial
Date of Warrant Shares Covered Exercise Price
--------------- -------------- --------------
May 15,1996 95,321 $0.43
May 15, 1996 52,291 $0.84
October 25, 1996 180,000 $0.30
October 25, 1996 90,000 $0.48
December 11, 1996 9,600 $0.30
December 11, 1996 4,800 $0.48
Number of Shares Current
Date of Warrant Presently Covered Exercise Price (2)
--------------- ----------------- ---------------
May 15, 1996 30,533 $1.33
May 15, 1996 23,872 $1.84
October 25, 1996 30,000 $1.11
October 25, 1996 15,000 $1.52
December 11, 1996 1,600 $1.11
December 11, 1996 800 $1.52
----------------
(2) After giving effect to the stock splits and
anti-dilution adjustments effected after date of issuance, as
provided by Greentree to Seller.
I-1
<PAGE>
2. Closing. The consummation of the purchase and sale of
--------
the Warrants shall occur simultaneously with the execution and
delivery by the parties of this Agreement. At such closing,
Seller shall deliver to Greentree Software, Inc., the Warrants
duly endorsed or accompanied by duly executed transfer powers
assignment in favor of buyer. Upon receipt, Mr. Philip Wolf of
Greentree Software, Inc. will notify Buyer via facsimile and
simultaneously therewith, Buyer shall wire one hundred thousand
dollars ($100,000.00) to the bank account of Seller in payment of
the purchase price of the Warrants.
3. Representations and Warranties of Seller. The Seller
----------------------------------------
represents and warrants to Buyer as follows:
a. Seller is the lawful record and beneficial owner of the
Warrants, and the sale of the Warrants to Buyer by such
Seller pursuant hereto shall transfer to Buyer sole legal
and valid record and beneficial ownership thereto, free and
clear of all claims, liens, charges, restrictions and
encumbrances of any kind, except for restrictions on
transfer under the Securities Act of 1933, as amended (the
"Securities Act"), and the rules and regulations promulgated
thereunder.
b. The execution and delivery of this Agreement and the
sale of the Warrants to Buyer pursuant to the provisions
hereof have been duly approved and authorized by all
requisite director, shareholder and other corporate action
on the part of Seller.
c. Seller is not an affiliate of Greentree, as such term
is defined in Rule 144 under the Securities Act.
d. The execution and carrying out of this Agreement and
compliance with the provisions hereof by Seller will not
conflict with, result in any breach of the terms or
conditions of, constitute a default under, or result in a
lien or encumbrance on any of the properties or assets of
Seller pursuant to, its certificate of incorporation or by-
laws or any indenture, mortgage, agreement or other
instrument to which Seller is a party or by which it is
bound.
4. Survival of Representations and Warranties. All
-------------------------------------------
representations and warranties contained herein shall survive the
execution and delivery hereof and the sale and delivery of the
Warrants hereunder and the exercise of any of the Warrants.
5. Governing Law. This Agreement shall be governed by and
--------------
construed and interpreted in accordance with the law of the State
of New York, without reference to the choice of law principles
thereof.
6. Execution in Counterparts. This Agreement may be
--------------------------
executed in one or more counterparts, all of which shall be
considered one and the same agreement and shall become a binding
agreement when one or more counterparts have been signed by each
party and delivered to the other party.
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<PAGE>
IN WITNESS WHEREOF, the parties have executed, delivered and
entered into this Agreement as of the day and year first above
written.
BUYER
L-R Global Partners, L.P.
By: /s/ J. Murray Logan
---------------------
J. Murray Logan
Authorized Signatory
SELLER
Wm Smith & Co.
By: /s/ William S. Smith
---------------------
William S. Smith
President
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