SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
WARRANTECH CORPORATION
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(Name of Issuer)
Common Stock, $0.007 Par Value
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(Title of Class of Securities)
934648106
(CUSIP NUMBER)
MICHAEL J. SALPETER
36 Nicholas Avenue
Greenwich, Connecticut 06831
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- with copies to -
Ralph A. Siciliano, Esq.
Newman Tannenbaum Helpern Syracuse & Hirschtritt LLP
900 Third Avenue - 13th Floor
New York, New York 10022
(212) 508-6700
April 1, 1996
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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 Rule 13d- 1(b)(3) or (4) check the following box [ ]
The information required in 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, or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act.
Page 1 of 7 Pages
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CUSIP No. 934648106 13D
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Michael J. Salpeter
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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*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 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
BENEFICIALLY 810,061 shares of Common
OWNED BY Stock (See Item 5)
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
810,061 shares of Common
Stock (See Item 5.)
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
813,011 shares of Common Stock (See Item 5.)
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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)
6.1% of Common Stock (See Item 5)
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 2 of 7 Pages
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SCHEDULE 13D
This Schedule 13D is being filed on behalf of Michael J.
Salpeter, Warrantech Corporation (the "Issuer").
Item 1. Security and Issuer
Securities acquired: Common Stock, $0.007 par value
Issuer: Warrantech Corporation
300 Atlantic Street
Stamford, CT 06901
Item 2. Identity and Background
Michael J. Salpeter resides at 36 Nicholas Avenue, Greenwich,
Connecticut 06831. Mr. Salpeter is currently Director of Corporate Development
of the Issuer. Prior to February 2, 1998, he was a director and President of
the Issuer; he resigned from that position for personal reasons.
During the last five years, Mr. Salpeter has not been
convicted in a criminal proceeding nor was he a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which resulted in a
decree or final order finding a violation of State or Federal securities laws,
or enjoining future violations of, or prohibiting or mandating activities
subject to Federal or State securities laws.
Mr. Salpeter is a citizen of the United States of America.
Item 3. Source and Amount of Funds
Personal funds were used.
Item 4. Purpose of the Transaction
Mr. Salpeter has acquired shares of Common Stock reported in
Item 5 hereof for investment purposes only, and does not have any present plans
or proposals that relate to or would result in any change in the business,
policies, management, structure or capitalization of the Issuer. Mr. Salpeter
reserves the right to acquire, or dispose of, additional securities of the
Issuer or any of its securities in the ordinary course of business, to the
extent deemed advisable in light of their general investment and trading
policies, market conditions or other factors. Other than as described above, Mr.
Salpeter does not have plans or proposals which would result in any of the
following:
Page 3 of 7 Pages
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1) the acquisition by any person of additional securities
of the Issuer, or the disposition of securities of the
Issuer;
2) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries;
3) a sale or transfer of a material amount of assets of
the Issuer or any of its subsidiaries;
4) any change in the present board of directors or
management of the Issuer, including any plans or
proposals to change the number or term of directors or
to fill any vacancies on the board;
5) any material change in the present capitalization or
dividend policy of the Issuer;
6) any other material change in the Issuer's business or
corporate structure;
7) changes in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any person;
8) causing a class of securities of the issuer to be
delisted from a national securities exchange or to
cease to be authorized to be quoted in an interdealer
quotation system of a registered national securities
association;
9) causing a class of securities of the Issuer to become
eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
10) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) Mr. Salpeter is the beneficial owner of 813,011 shares of
Common Stock of the Issuer, or 6.1% shares of the shares outstanding. Of the
813,011 shares of Common Stock described above, (i) 52,955 shares are held by
Mr. Salpeter in his individual capacity; (ii) 13,006 shares are held in an IRA
account in the name of Mr. Salpeter; (iii) 7,100 shares are held by Mr. Salpeter
in trust or as custodian for his daughters; (iv) 200,000 shares are held as
trustee of trusts for the benefit of Joel San Antonio's children; (v) 2,950
shares are held by Mr. Salpeter's spouse (Mr. Salpeter disclaims beneficial
ownership of such shares); (vi) 487,000 are shares held by Mr. William Tweed
subject to a purchase option agreement with Mr. Salpeter effective April 1,
1996; and (vii) 50,000 options are exercisable by Mr.
Salpeter at any time prior to July 22, 2001.
Page 4 of 7 Pages
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(b) Mr. Salpeter has the sole power to vote and dispose of
shares listed in items (i), (ii), (iii) and (iv) above. Mr. Salpeter's wife has
the sole power to vote and dispose of shares listed in (v) above.
(c) The transactions in the Issuer's securities by Michael J.
Salpeter for the time period beginning sixty (60) days prior to April 1, 1996
are listed as Annex A attached hereto and made apart hereof.
(d) Not Applicable.
Item 6. Contracts, Arrangement, Understandings or Relationships with
Respect to Securities of the Issuer
Agreement between Mr. Tweed and Mr. Salpeter effective April
1, 1996.
Item 7. Material to be Filed as Exhibits
None.
Page 5 of 7 Pages
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ANNEX A
On April 1, 1996, Mr. Salpeter entered into an agreement with Mr.
William Tweed pursuant to which Mr. Salpeter received an option to purchase from
Mr. Tweed the following shares before October 22, 2000: 187,000 shares at $2.16
per share, 100,000 shares at $6.00 per share, and 200,000 shares at the price
equal to the fair market value of the common stock on or about April 1, 1996
based on the average bid and asked price of the common stock as of the close of
business on such date.
Page 6 of 7 Pages
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Signature
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: , 1998
Michael J. Salpeter
Page 7 of 7 Pages
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