WARRANTECH CORP
SC 13G, 1999-02-12
BUSINESS SERVICES, NEC
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                       SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C. 20549

                              AMENDMENT #1

                              SCHEDULE 13G

                Under the Securities Exchange Act of 1934

                          Warrantech Corporation
           -----------------------------------------------------------
                            (Name of Issuer)

                        Common Stock, $0.007 Par Value
           -----------------------------------------------------------
                        (Title of Class of Securities)

                                 934648106
           -----------------------------------------------------------
                                (CUSIP NUMBER)

                             Michael J. Salpeter
                            36 Nicholas Avenue
                           Greenwich, CT 06831

                  (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

                         December 31, 1998
                     ----------------------------
                        (Date of event which requires
                        filing of this statement)

Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

                  |_|  Rule 13d-1-(b)

                  |X| Rule 13d-1-(c)

                  |_|  Rule 13d-1-(d)

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 ("Act") 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 6 Pages

<PAGE>



CUSIP No. 934648106

1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons 
   (entities only)

Michael J. Salpeter

2. Check the Appropriate Box if a Member of a Group (See Instructions)

a.

b.

3. SEC Use Only

4. Citizenship or Place of Organization:  USA

 Number of Shares     5.  Sole Voting Power 693,511 Shares
 Beneficially
 Owned by             6.  Shared Voting Power           0
 Each
 Reporting            7.  Sole Dispositive Power 693,511 Shares
 Person
 With                 8.  Shared Dispositive Power     0

9.  Aggregate Amount Beneficially Owned by Each Reporting Person 693,511 Shares

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
    (See Instructions)

11. Percent of Class Represented by Amount in Row 9 4.47% of Common Stock
12. Type of Reporting Person (See Instructions)  IN


                                                 Page 2 of 6 Pages
                                                      

<PAGE>



CUSIP No. 934648106

Item 1(a)         Name of Issuer:

Warrantech Corporation

Item 1(b)         Address of Issuer:

Warrantech Corporation
300 Atlantic Street
Stamford, CT  06901

Item 2(a)         Name of Person Filing:

Michael J. Salpeter

Item 2(b)         Address of Principal Business Office or, if none, Residence:

The address of the reporting person is:

36 Nicholas Avenue
Greenwich, Connecticut  06831

Item 2(c)         Citizenship:

USA

Item 2(d)         Title of Class of Securities:

         Common Stock, $0.007  Par Value

Item 2(e)         CUSIP Number:

         934648106

Item     3 If this  statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
         13d-2(c)  promulgated under the Securities  Exchange Act of 1934, check
         whether the filing person is a:


                                                 Page 3 of 6 Pages
                                                  

<PAGE>



CUSIP No. 934648106


a. |_| Broker or dealer registered under Section 15 of the Act,
b. |_| Bank as defined in Section 3(a)(6) of the Act,
c. |_| Insurance Company as defined in Section 3(a)(19) of the Act,
d. |_| Investment Company registered under Section 8 of the Investment Company
       Act,
e. |_| Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E),
f. |_| Employee Benefit Plan, or Endowment Fund in accordance with Rule
       13d-1(b)(1)(ii)(F),
g. |_| Parent Holding Company or Control Person, in accordance with
       Rule 13d-1(b)(ii)(G); (Note:  see Item 7)
h. |_| A savings association as defined in Section 3(b) of the Federal Deposit
       Insurance Act (12 U.S.C. 1813);
i. |_| A  church  plan  that  is   excluded   from  the
       definition  of an  investment  company  under section
       3(c)(14) of the Investment Company Act of 1940;
j. |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

       If this statement is filed pursuant to ss.240.13d-1(c),  check
this box |X|.

Item 4   Ownership:

         (a)      Amount Beneficially Owned:

                  As of February  10,  1999,  693,511  Shares were  beneficially
                  owned by the filing person.

         (b)      Percent of Class:  4.47%

         (c)      Number of shares as to which such person has:

                  (i)      sole power to vote or to direct the vote:

                           693,511 shares

                  (ii) shared power to vote or direct the vote:

                           0

                  (iii) sole power to dispose or to direct the disposition of:

                           693,511 shares


                                                 Page 4 of 6 Pages
                                                    

<PAGE>



CUSIP No. 934648106


                  (iv) shared power to dispose or direct the disposition of:

                           0

Item 5 Ownership of Five Percent or Less of a Class:
- ------                                                         

                  If this statement is being filed to report the fact that as of
                  the date  hereof  the  reporting  person  has ceased to be the
                  beneficial  owner of more  than five  percent  of the class of
                  securities, check the following |X|

Item 6  Ownership of More than Five Percent on Behalf of Another Person:
- ------                                                     

                  Not applicable

Item 7  Identification and Classification of the Subsidiary which Acquired the
- ------                                                        
                  Security Being Reported on By the Parent Holding Company:

                  Not applicable

Item 8  Identification and Classification of Members of the Group:
- ------                                                                      

                  Not applicable

Item 9  Notice of Dissolution of Group:
- ------                                           

                  Not applicable

Item 10  Certification:
- -------
By signing below I certify  that,  to the best of my knowledge  and belief,  the
securities  referred to above were not acquired and are not held for the purpose
of or with the effect of  changing or  influencing  the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.



                                                 Page 5 of 6 Pages
                                                  

<PAGE>


CUSIP No. 934648106


Signature

After  reasonable  inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.


February   , 1999
- -----------------------------------------------------------------------------
Date

/s/ Michael Salpeter
- ------------------------------------------------------------------------------
Signature


Michael J. Salpeter
- ------------------------------------------------------------------------------
Name/Title




                                                 Page 6 of 6 Pages
                                            

<PAGE>




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