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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. 11)(1)
HEALTHY PLANET PRODUCTS, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
42221N104
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(CUSIP Number)
December 23, 1998
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(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 10 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 6,583 (as Trustee); 175,488 (as Executor)
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON WITH -0-
8. SHARED DISPOSITIVE POWER
6,583 (as Trustee); 175,488 (as Executor)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
182,071
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* / /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.0%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 42221N104 13G Page 3 of 10 Pages
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Estate of Ludwig 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 175,488
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON WITH 175,488
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
175,488
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* / /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.7%
12. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 42221N104 13G Page 4 of 10 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 6,583
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON WITH 6,583
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,583
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* / /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.29%
12. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 42221N104 13G Page 5 of 10 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 175,488 (as Executor); 6,583 (as Trustee)
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON WITH -0-
8. SHARED DISPOSITIVE POWER
175,488 (as Executor); 6,583 (as Trustee)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
182,071
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* / /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.0%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 42221N104 13G Page 6 of 10 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 175,488 (as Executor); 6,583 (as Trustee)
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON WITH -0-
8. SHARED DISPOSITIVE POWER
175,488 (as Executor); 6,583 (as Trustee)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
182,071
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* / /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.0%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 42221N104 13G Page 7 of 10 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 175,488 (as Executor); 6,583 (as Trustee)
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON WITH -0-
8. SHARED DISPOSITIVE POWER
175,488 (as Executor); 6,583 (as Trustee)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
182,071
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* / /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.0%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 8 of 10 Pages
This Amendment No. 11 to Schedule 13G is filed by the Reporting Persons
(defined below) to amend their prior filing of Schedule 13D, including
Amendments 1 through 10 thereto, pursuant to the sale by Michael G. Jesselson on
December 23, 1998 of 92,062 shares of Common Stock at $.50 per share.
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 Michael G. Jesselson ("M.
Jesselson"), the Estate of Ludwig Jesselson, the Trust created
under Paragraph "NINTH" of the Last Will and Testament of
Ludwig Jesselson for the benefit of Erica Jesselson " "Ninth"
Paragraph Trust"), Erica Jesselson ("E. Jesselson"), Lucy Lang
("Lang"), and Benjamin J. Jesselson ("B. Jesselson")., M.
Jesselson, the Estate of Ludwig Jesselson, the "Ninth"
Paragraph Trust, E. Jesselson, Lang and B. Jesselson are
hereinafter collectively referred to as the "Reporting
Persons." Each of M. Jesselson, E. Jesselson, Lang and B.
Jesselson is an executor of the Estate of Ludwig Jesselson and
trustee of the "Ninth" Paragraph Trust, respectively.
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 and B. Jesselson are U.S.
citizens. The Estate of Ludwig Jesselson and the "Ninth"
Paragraph 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/
Item 4. Ownership.
(a) Amount beneficially owned:
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Page 9 of 10 Pages
The Estate of Ludwig Jesselson beneficially owns 175,488 shares of
Common Stock. The "Ninth" Paragraph Trust beneficially owns 6,583 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 Estate of Ludwig Jesselson beneficially owns 7.8 % of the issued
and outstanding Common Stock. The "Ninth" Paragraph Trust beneficially owns
0.29% of the issued and outstanding Common Stock. The Reporting Persons
beneficially own in the aggregate 8.0% 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 an executor of the
Estate of Ludwig Jesselson and trustee of the ""Ninth" Paragraph Trust",
respectively, 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 Estate of Ludwig Jesselson and the
"Ninth" Paragraph 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 10 of 10 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.
By: /s/ Michael C. Jesselson
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Michael C. Jesselson, Individually
ESTATE OF LUDWIG JESSELSON
By: /s/ Michael C. Jesselson
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Michael C. Jesselson, Individually
By: /s/ Erica Jesselson
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Erica Jesselson, Executor
By: /s/ Lucy Lang
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Lucy Lang, Executor
By: /s/ Benjamin J. Jesselson
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Benjamin J. Jesselson, Executor
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
Dated: February 9, 1999
