UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
Barrister Information Systems Corporation
(Name of Issuer)
Common Stock and Warrants
(Title of Class of Securities)
06859 20 0
(CUSIP Number)
Tarragon Investment Holdings Limited
P.O. Box 336
Anson Court
Les Camps
St. Martins, Guernsey GY1 3UQ
44(0) 1481.34200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 29, 1996
(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. [_]
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 the
disclosures provided in a prior cover page.
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 (however, see the
Notes).
<PAGE>
Page 2 of 6 pages
SCHEDULE 13D
CUSIP No. 06859 20 0
1. NAME OF REPORTING PERSON Tarragon Investment Holdings Limited
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
N/A
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
7. SOLE VOTING POWER
NUMBER OF
SHARES 3,500,000
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH 3,500,000
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,500,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.1%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Page 3 of 6 pages
Item 1. Security and Issuer
The securities to which this Schedule 13D relates are the shares of common
stock, par value $.24 per share (the "Common Stock"), of Barrister Information
Systems Corporation (the "Issuer"). The address of the Issuer's principal
executive offices is 465 Main Street, Buffalo, New York 14203.
Item 2. Identity and Background
The person (the "Reporting Person") filing this statement is Tarragon
Investment Holdings Limited, a limited liability company incorporated under the
territory of the British Virgin Islands. The principal executive offices of the
Reporting Person is located at P.O. Box 336, Anson Court, Les Camps, St.
Martins, Guernsey GY1 3UQ.
The Reporting Person is controlled by two persons, Charles Vincent and
Ashley Levett. The names, addresses and principal occupations of the directors,
executive officers and control persons of the Reporting Person, all of whom are
British citizens, are as follows:
Name and Business Address Position and Principal Occupation
- ------------------------- ---------------------------------
Leonard Finan Director; Retired
La Ville Roussel de Bas
Sark
Channel Islands
Joan Elizabeth Finan Director; Retired
La Ville Roussel de Bas
Sark
Channel Islands
Richard George Rowe Director; Managing Director of The
Anson Court Mercator Trust Company Limited
Les Camps
St. Martins
Guernsey GY1 3UQ
Mercator Secretaries Limited Secretary
Anson Court
Les Camps
St. Martins
Guernsey GY1 3UQ
Charles Vincent Control Person; Retired
Ashley Levett Control Person; Retired
<PAGE>
Page 4 of 6 pages
During the last five years, none of the persons listed above or the Reporting
Person have been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) and have not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
resulting in his or her being 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 a finding of any violation with respect
to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Working capital.
Item 4. Purpose of the Transaction
The acquisition of Common Stock and Warrants (as defined below) was made by
the Reporting Person for investment purposes.
Item 5. Interest in Securities of the Issuer
(a) The Reporting Person beneficially owns 3,500,000 shares of Common
Stock, consisting of 2,000,000 shares of Common Stock currently issued and
1,500,000 shares underlying warrants to purchase Common Stock (the "Warrants")
held by the Reporting Person. Such shares constitute 36.1% of the Common Stock
outstanding assuming all of the Warrants are exercised. Of the Warrants, 750,000
are exercisable at $1.75 per share and 750,000 are exercisable at $2.25 per
share.
No additional shares are beneficially owned by any other person named in
Item 2.
(b) The Reporting Person has the sole power to vote or to direct the vote
and the sole power to dispose or direct the disposition of the shares of Common
Stock.
(c) None.
(d) Record ownership of the Warrants (which, together with the 2,000,000
shares of Common Stock referred to above, were purchased by Brebar Investments,
Ltd. ("Brebar") on behalf of the Reporting Person in March 1996) and are
expected to be transferred by Brebar to the Reporting Person shortly.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
According to the Issuer's 1997 proxy statement, the Issuer's Board of
Directors voted, at the request of Brebar's representative, that, for so long as
Brebar holds 10% or more of the Issuer's Common Stock, the Issuer will not
<PAGE>
Page 5 of 6 pages
enter into a merger, acquisition or sale of all or substantially all the assets
of the Issuer, unless: (i) Brebar agrees to the merger, acquisition or sale of
all or substantially all the assets; or (ii) the Issuer obtains shareholder
approval for the merger, acquisition or sale of all or substantially all the
assets of the Issuer by shareholder vote and approval by two-thirds of all
outstanding shares entitled to vote thereon. The Reporting Person understands
that such policy shall inure to the Reporting Person's benefit. To the best
knowledge of the Reporting Person, except as described in this Report, there is
no contract, arrangement, understanding or relationship (legal or otherwise)
between the Reporting Person and any other person with respect to any securities
of the Issuer.
Item 7. Material to be Filed as Exhibits
Exhibit 1 Warrant Agreement (relating to the $1.75 Warrants) dated as of March
29, 1996 by and between the Issuer and American Stock Transfer and
Trust Company as Warrant Agent (Incorporated by reference to Exhibit
4.1 to the Issuer's Form S-3 Registration Statement filed on May 13,
1996 (the "Form S-3")).
Exhibit 2 Warrant Agreement (relating to the $2.25 Warrants) dated as of March
29, 1996 by and between the Issuer and American Stock Transfer and
Trust Company as Warrant Agent (Incorporated by reference to Exhibit
4.2 to the Form S-3.)
<PAGE>
Page 6 of 6 pages
Signature
After reasonable inquiry and to the best of the knowledge and belief of
each of the undersigned, the undersigned certifies that the information set
forth in this statement by or about the undersigned is true, complete and
correct.
Date: November 21, 1997
TARRAGON INVESTMENT HOLDINGS LIMITED
By: /s/ Richard Rowe
---------------------------------
Name: Richard George Rowe
Title: Director
