SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)*
NAME OF ISSUER: ACORN VENTURE CAPITAL CORPORATION
TITLE OF CLASS OF SECURITIES: Common Stock
CUSIP NUMBER: 004907101000
NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS:
Stephen A. Ollendorff
100 Park Avenue, 23rd Floor
New York, New York 10017
(212) 481-9500
DATE OF EVENT WHICH REQUIRES FILING: December 12, 1995
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box: ______
Check the following box if a fee is being paid with the
statement: ____. (A fee is not required only if the
reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See Rule
13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) 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 be note 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).<PAGE>
<PAGE>
CUSIP NO.: 004907101000
1. NAME OF REPORTING PERSON: Stephen A. Ollendorff
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (b) x
3. (SEC USE ONLY)
4. SOURCE OF FUNDS: PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):
Yes No
6. CITIZENSHIP OR PLACE OF ORGANIZATION: U.S.
7. SOLE VOTING POWER: 1,366,246
8. SHARED VOTING POWER: 1,000
9. SOLE DISPOSITIVE POWER: 466,246
10. SHARED DISPOSITIVE POWER: 1,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 1,367,246
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: Yes x No
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
23.0%
14. TYPE OF REPORTING PERSON: IN
<PAGE>
<PAGE>
ITEM 1. SECURITY AND ISSUER
This Amendment No. 4, amends and supplements the
Schedule 13D, dated July 21, 1993, of Stephen A. Ollendorff,
with respect to the Common Stock, $.01 par value (the
"Common Stock"), of Acorn Venture Capital Corporation, a
Delaware corporation (the "Company"). The principal
executive offices of the Company are located at 522 Park
Street, Jacksonville, Florida 32204.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Amendment No. 4 to Schedule 13D is being
filed by Stephen A. Ollendorff (the "Reporting Person").
(b) The principal business address of the
Reporting Person is located at 100 Park Avenue, New York,
New York 10017.
(c) The Reporting Person is Co-Chairman of the
Board and Chief Executive Officer of the Company. The
Reporting Person is also Of Counsel to the law firm of
Hertzog, Calamari & Gleason, a New York general partnership
having a principal place of business at the address set
forth in Item 2(b).
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Person purchased, on an individual
basis, on December 12 and December 14, 1995, an aggregate of
140,000 shares of Common Stock, individually and through the
Stephen A. Ollendorff Defined Benefit Pension Plan, from two
individuals on a private placement basis, for an aggregate
purchase price of $143,498.36, as more specifically
described in Item 5(c) below.
The Reporting Person and the following persons, as
a group, purchased an aggregate of 615,000 shares of Common
Stock. Each of the parties identified, although acting as a
group in acquiring the shares, except as disclosed herein,
disclaims acting as a group in holding or disposing of such
shares and disclaims "beneficial ownership" in the shares of
each of such persons (other than himself or herself). In
addition, it is Reporting Person's belief that each member
of the group is filing a Schedule 13D on an individual
basis.
Members of Group
Edward N. Epstein
Bert Sager
Herbert Berman
Ronald J. Manganiello
Paula Berliner
This Schedule 13D is also being filed in
connection with the irrevocable proxy (the "Proxy") granted
to the Reporting Person by Edward N. Epstein, dated December
19, 1995, with respect to all of the shares of Common Stock
of the Company beneficially owned by Mr. Epstein.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person purchased the 140,000 shares
of Common Stock for the purpose of investment, as well as to
demonstrate his commitment to the long-term viability of the
Company and to help deter any change in control that the
Board of Directors does not feel is in the best interests of
the Company. Of the 140,000 shares purchased, the Reporting
Person gifted 70,000 of such shares to various charitable
organizations.
The Proxy gives the Reporting Person voting power,
with respect to the election of directors, over all the
shares of the Common Stock owned by Mr. Epstein, until
December 31, 1998 or until such shares are sold to another
party. In addition, the Reporting Person has agreed to use
his best efforts (including voting shares of Common Stock
owned by him) for the election of the greater of (i) two
directors or (ii) a number of directors equal to 22%
(rounded up to the next highest number) of the entire Board
of Directors, acceptable to Mr. Epstein.
The Reporting Person has no plans or proposals
which relate to or that would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule
13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of December 21, 1995, the Reporting Person
beneficially owned 1,367,246 shares of Common Stock,
representing approximately 23.0% of the shares of Common
Stock outstanding as of that date.
(b) The Reporting Person has sole voting and
investment power of 466,246 shares of Common Stock bene-
ficially owned by him (which includes 280,000 shares
issuable upon exercise of options exercisable within 60
days) and shared voting and investment power on 1,000 shares
owned by his wife.
The Reporting Person has sole voting power of all
the shares of Common Stock owned by Edward N. Epstein, with
respect to the election of directors only, pursuant to an
irrevocable proxy granted by Mr. Epstein to the Reporting
Person; Mr. Epstein has sole investment power with respect
to such shares. The following is Mr. Epstein's address,
occupation and citizenship:
Edward N. Epstein
628 West Road
New Canaan, CT 06840
Chief Operating Officer of the Company
U.S. citizen
To the knowledge of the Reporting Person, without
investigation, during the last five years, Mr. Epstein had
neither (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), nor
(ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation of such laws.
(c) On December 12, 1995, the Reporting Person
purchased 56,411 shares of restricted Common Stock of the
Company, from an individual, on a private placement basis,
for a purchase price of $60,268, and his Defined Benefit
Pension Plan, of which the Reporting Person is a trustee and
beneficiary, purchased 57,410 shares of restricted Common
Stock, from an individual, on a private placement basis, for
a purchase price of $60,767.
On December 12, 1995, the Irrevocable Proxy of
Franklin N. Wolf, dated July 24, 1994, which the Reporting
Person held for 500,000 shares of Common Stock of the
Company was terminated, upon the sale by Mr. Wolf of such
shares.
On December 14, 1995, the Reporting Person
purchased 15,054 shares of restricted Common Stock of the
Company, from an individual, on a private placement basis,
for a purchase price of $13,295.36, and his Defined Benefit
Pension Plan, of which the Reporting Person is a trustee and
beneficiary, purchased 11,125 shares of restricted Common
Stock, from an individual, on a private placement basis, for
a purchase price of $9,168.
On December 14, 1995, the Reporting Person
contributed 70,000 shares of the restricted Common Stock
purchased to various charitable organizations.
On November 19, 1995, the Reporting Person
surrendered to the Company, options previously granted to
him to purchase 40,000 shares of Common Stock, at a purchase
price of $3.375 per share, in order to enable the Company to
grant stock options to another executive officer.
(d) No person other than the Reporting Person is
known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds of the sale
of the 280,000 shares of Common Stock underlying the options
when purchased, or the 187,246 directly owned by the
Reporting Person. No person other than the Reporting
Person's wife, or Mr. Epstein is known to have the right to
receive or the power to direct the receipt of dividends
from, or the proceeds of the sale of the 1,000 or 750,000
shares, respectively, owned by such person.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER
The Reporting Person donated 70,000 shares of
Common Stock to certain charities. Although there are no
formal contractual arrangements, it is anticipated that
these charities will consult with the Reporting Person prior
to voting or selling the shares donated to them.
Reference is made to the Proxy disclosed in Item 4
above.
ITEM 7. MATERIALS TO BE FILED AS AN EXHIBIT
Exhibit 1. Irrevocable Proxy dated December 19,
1995 between Edward N. Epstein
and Stephen A. Ollendorff
Exhibit 2. Letter to the Company dated
November 19, 1995 from Stephen A.
Ollendorff surrending options
<PAGE>
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SIGNATURE
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned
certifies that the information set forth in this Schedule
13D is true, complete and correct.
Dated: December 20, 1995
Stephen A. Ollendorff
---------------------------
STEPHEN A. OLLENDORFF
IRREVOCABLE PROXY AND VOTING AGREEMENT
WITH RESPECT TO ELECTION OF DIRECTORS
For good and valuable consideration, receipt of
which is hereby acknowledged, Edward I. Epstein ("Epstein")
hereby appoints Stephen A. Ollendorff ("Ollendorff") the
proxy of Epstein, solely with respect to the election of
directors, commencing on the date hereof and terminating on
December 31 of such year in which either party shall have
given the other party at least twelve (12) months' written
notice thereof prior to December 31 of such year; provided,
that, notwithstanding the foregoing the Proxy shall remain
in full force and effect until at least December 31, 1998
(the "Proxy Term"); with full power to vote at any meeting
(or action by consent) of Acorn Venture Capital Corporation
(the "Company") in such manner as he, in his sole discretion
deems proper with respect to (i) the shares of Common Stock,
$.01 par value, of the Company, which Epstein owns or is
entitled to vote (the "Stock"), and (ii) any securities
issued or issuable in respect of the Stock during the Proxy
Term. If any shares of the Stock covered by this Proxy are
sold to any other party, the Proxy as it relates to such
shares of Stock shall terminate immediately upon such sale.
This Proxy is coupled with an interest and is
irrevocable during the Proxy Term. At any time and from
time to time during the Proxy Term, Epstein shall execute
and deliver to Ollendorff, or his designees, such additional
proxies or instruments as may be deemed by Ollendorff
necessary or desirable to effectuate the purposes of this
Proxy or further to evidence the right and powers granted
hereby. This Proxy shall terminate in the event of the
death of Ollendorff or in the event a conservator or
guardian is appointed to administer the affairs of
Ollendorff.
Anything in this Proxy and Agreement to the
contrary notwithstanding, Ollendorff undertakes to vote the
Stock, as well as use his best efforts (including voting
shares of stock of Acorn owned by him) for the election of
the greater of (i) two (2) directors or (ii) a number of
directors equal to 22% (rounded up to the next highest
number) of the entire Board of Directors, acceptable to
Epstein.
IN WITNESS WHEREOF, Epstein and Ollendorff each
has executed this Irrevocable Proxy and Voting Agreement as
of the 19th day of December, 1995.
Edward N. Epstein
____________________________
WITNESS: Edward N. Epstein
Orland M. Wolford
________________________
WITNESS:
Orland M. Wolford
________________________ Stephen A.Ollendorff
____________________________
Stephen A. Ollendorff
STEPHEN A. OLLENDORFF
100 Park Avenue
23rd Floor
New York, NY 10017
(212) 481-9500
November 19, 1995
Acorn Venture Capital Corporation
522 Park Street
Jacksonville, FL 32204
Gentlemen:
In order for the Stock Option Committee to
consider granting Edward N. Epstein an option to purchase
shares of Common Stock pursuant to the 1981 Stock Option
Plan, I am hereby surrendering the following options:
Date of Agreement No. of Options
October 31, 1991 30,000
December 4, 1991 10,000
Sincerely,
Stephen A. Ollendorff
SAO:mg
