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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 12)(1)
HEALTHY PLANET PRODUCTS, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
42221N104
(CUSIP Number)
May 3, 1999
(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)
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(1)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 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 (however, see the
Notes).
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CUSIP NO. 42221N104 13G PAGE 2 OF 11 PAGES
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Michael G. Jesselson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
5. SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 548,713 (as Trustee)
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON WITH -0-
8. SHARED DISPOSITIVE POWER
548,713 (as Trustee)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
548,713
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.3%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 42221N104 13G PAGE 3 OF 11 PAGES
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Maya Jesselson 6/30/93 Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5. SOLE VOTING POWER
NUMBER OF 2,500
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON WITH 2,500
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.07%
12. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 42221N104 13G PAGE 4 OF 11 PAGES
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Trust Created Under Paragraph "NINTH" of the Last Will and
Testament of Ludwig Jesselson f/b/o Erica Jesselson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5. SOLE VOTING POWER
NUMBER OF 546,213
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON WITH 546,213
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
546,213
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.3%
12. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 42221N104 13G PAGE 5 OF 11 PAGES
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lucy Lang
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
5. SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 546,213 (as Trustee)
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON WITH -0-
8. SHARED DISPOSITIVE POWER
546,213 (as Trustee)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
546,213
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.3%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 42221N104 13G PAGE 6 OF 11 PAGES
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Erica Jesselson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
5. SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 546,213 (as Trustee)
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON WITH -0-
8. SHARED DISPOSITIVE POWER
546,213 (as Trustee)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
546,213
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.3%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 42221N104 13G PAGE 7 OF 11 PAGES
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Benjamin J. Jesselson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
5. SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 546,213 (as Trustee)
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON WITH -0-
8. SHARED DISPOSITIVE POWER
546,213 (as Trustee)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
546,213
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.3%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 42221N104 13G PAGE 8 OF 11 PAGES
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Linda Jesselson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
5. SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 2,500 (as Trustee)
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON WITH -0-
8. SHARED DISPOSITIVE POWER
2,500 (as Trustee)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.07%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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PAGE 9 OF 11 PAGES
This Amendment No. 12 to Schedule 13G is filed by the Reporting Persons
(defined below) to amend their prior filing of Amendment No. 11 to Schedule 13G,
to report (i) the transfer of 175,488 shares of Common Stock from the Estate of
Ludwig Jesselson to the "Ninth" Paragraph Trust on November 18, 1998, (ii) the
acquisition by the 6/30/93 Trust of 700 shares of Common Stock at $.9375 per
share and 1,800 shares of Common Stock at $.875 per share on March 15, 1999, and
(iii) the exercise of 364,142 rights by the "Ninth" Paragraph Trust for a total
price of $386,900 on May 3, 1999.
ITEM 1(A). NAME OF ISSUER:
Healthy Planet Products, Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1700 Corporate Circle
Petaluma, CA 94954
ITEM 2(A). NAME OF PERSON FILING:
This statement is filed by the Trust created under Paragraph
"NINTH" of the Last Will and Testament of Ludwig Jesselson for
the benefit of Erica Jesselson ("'Ninth' Paragraph Trust"),
6/30/93 Trust for benefit of Maya Jesselson ("6/30/93 Trust"),
Michael G. Jesselson ("M. Jesselson"), Erica Jesselson ("E.
Jesselson"), Lucy Lang ("Lang"), Benjamin J. Jesselson ("B.
Jesselson") and Linda Jesselson ("L. Jesselson"). The "Ninth"
Paragraph Trust, the 6/30/93 Trust, M. Jesselson, E.
Jesselson, Lang, B. Jesselson and L. Jesselson are hereinafter
collectively referred to as the "Reporting Persons." Each of
M. Jesselson, E. Jesselson, Lang and B. Jesselson is a trustee
of the "Ninth" Paragraph Trust. M. Jesselson and L. Jesselson
are Trustees of the 6/30/93 Trust.
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
Jesselson Capital Corp.
Suite 4101
1301 Avenue of the Americas
New York, NY 10019
ITEM 2(C). CITIZENSHIP:
M. Jesselson, E. Jesselson, Lang, B. Jesselson and L.
Jesselson are U.S. citizens. The "Ninth" Paragraph Trust and
the 6/30/93 Trust are New York entities.
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.01 per share ("Common Stock")
ITEM 2(E). CUSIP NUMBER:
42221N104
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR (C),
CHECK WHETHER THE PERSON FILING IS A:
If this statement is filed pursuant to Rule 13d-1(c), check
this box. [x]
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PAGE 10 OF 11 PAGES
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned:
The "Ninth" Paragraph Trust beneficially owns 546,213 shares of Common
Stock. The 6/30/93 Trust beneficially owns 2,500 shares of Common Stock. None of
the Reporting Persons owns shares of Common Stock in his or her individual
capacity.
(b) Percent of class:
The "Ninth" Paragraph Trust beneficially owns approximately 14.3% of
the issued and outstanding Common Stock. The 6/30/93 Trust beneficially owns
approximately 0.07% of the issued and outstanding Common Stock. The Reporting
Persons beneficially own in the aggregate approximately 14.3% of the issued and
outstanding Common Stock.
(c) For information on voting and dispositive power with respect to the
above described shares, see Items 5 through 8 of the cover page.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
N/A
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Each of M. Jesselson, E. Jesselson, Lang and B. Jesselson is a trustee of the
"Ninth" Paragraph Trust and, in such capacity, each individual shares the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Common Stock owned by the "Ninth" Paragraph Trust. Each of
M. Jesselson and L. Jesselson is a trustee of the 6/30/93 Trust and, in such
capacity, each individual shares the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Common Stock
owned by the 6/30/93 Trust.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
N/A
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
N/A
ITEM 10. CERTIFICATIONS.
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.
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PAGE 11 OF 11 PAGES
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment is true, complete and
correct.
TRUST CREATED UNDER PARAGRAPH "NINTH" OF
THE LAST WILL AND TESTAMENT OF LUDWIG
JESSELSON F/B/O ERICA JESSELSON
By: /s/ Erica Jesselson
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Erica Jesselson, Trustee
By: /s/ Lucy Lang
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Lucy Lang, Trustee
By: /s/ Benjamin J. Jesselson
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Benjamin J. Jesselson, Trustee
By: /s/ Michael G. Jesselson
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Michael G. Jesselson, Trustee
6/30/93 TRUST F/B/O MAYA JESSELSON
By: /s/ Linda Jesselson
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Linda Jesselson, Trustee
By: /s/ Michael G. Jesselson
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Michael G. Jesselson, Trustee
Dated: June 25, 1999
