<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ADVANCE DISPLAY TECHNOLOGIES, INC.
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
007422306
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(CUSIP Number)
John F. Knoeckel, Esq.
Holme Roberts & Owen LLP
1700 Lincoln Street, Suite 4100
Denver, Colorado 80203
(303) 861-7000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
See Item 5
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(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 / /.
Check the following box if a fee is being paid with the statement /X/.
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CUSIP NO. 007422306 SCHEDULE 13D Page 2 of 54
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Display Optics, Ltd., a Colorado limited partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Colorado
7 SOLE VOTING POWER
12,615,211
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 12,615,211
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THIS REPORTING PERSON
12,615,211
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.7
14 TYPE OF REPORTING PERSON
PN
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CUSIP NO. 007422306 SCHEDULE 13D Page 3 of 54
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Display Group LLC, a Colorado limited liability company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK, AF, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Colorado
7 SOLE VOTING POWER
1,623,750
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED 12,615,211
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
12,615,211
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THIS REPORTING PERSON
14,238,961
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
86.6%
14 TYPE OF REPORTING PERSON
OO
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CUSIP NO. 007422306 SCHEDULE 13D Page 4 of 54
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Keith A. Hancock
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
1,623,750
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED 12,615,211
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
12,615,211
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THIS REPORTING PERSON
14,238,961
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
86.6%
14 TYPE OF REPORTING PERSON
IN
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<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 5 of 54
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
G. Schneider Holdings Co., a Colorado limited partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC, BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Colorado
7 SOLE VOTING POWER
5,079,900
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 5,079,900
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THIS REPORTING PERSON
5,079,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.0%
14 TYPE OF REPORTING PERSON
PN
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<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 6 of 54
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gene W. Schneider
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
5,079,900
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 5,079,900
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THIS REPORTING PERSON
5,079,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.0%
14 TYPE OF REPORTING PERSON
IN
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<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 7 of 54
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William W. Becker
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) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
7 SOLE VOTING POWER
1,873,288
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,873,288
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THIS REPORTING PERSON
1,873,288
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.8%
14 TYPE OF REPORTING PERSON
IN
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<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 8 of 54
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark L. Schneider
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF, BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
2,157,804
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,157,804
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THIS REPORTING PERSON
2,157,804
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.0%
14 TYPE OF REPORTING PERSON
IN
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<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 9 of 54
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jan E. Helen
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF, BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Norway
7 SOLE VOTING POWER
936,643
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 936,643
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THIS REPORTING PERSON
936,643
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6%
14 TYPE OF REPORTING PERSON
IN
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<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 10 of 54
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William J. Elsner
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) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
936,658
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 936,658
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THIS REPORTING PERSON
936,658
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6%
14 TYPE OF REPORTING PERSON
IN
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<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 11 of 54
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. Timothy Brittan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF, BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
851,216
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 851,216
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THIS REPORTING PERSON
851,216
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.8%
14 TYPE OF REPORTING PERSON
IN
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<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 12 of 54
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bruce H. Etkin
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) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
3,247,457
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 3,247,457
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THIS REPORTING PERSON
3,247,457
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.8%
14 TYPE OF REPORTING PERSON
IN
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<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 13 of 54
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peregrine Investments, a Virginia general partnership
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
State of Virginia
7 SOLE VOTING POWER
760,450
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 760,450
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THIS REPORTING PERSON
760,450
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.5%
14 TYPE OF REPORTING PERSON
PN
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<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 14 of 54
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Daryl H. Owen
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED 760,450
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
760,450
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THIS REPORTING PERSON
760,450
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.5%
14 TYPE OF REPORTING PERSON
IN
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<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 15 of 54
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lindsay D. Hooper
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED 760,450
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
760,450
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THIS REPORTING PERSON
760,450
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.5%
14 TYPE OF REPORTING PERSON
IN
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<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 16 of 54
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James C. Gould
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED 760,450
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
760,450
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THIS REPORTING PERSON
760,450
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.5%
14 TYPE OF REPORTING PERSON
IN
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<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 17 of 54
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John D. Seiver
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) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
76,045
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 76,045
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THIS REPORTING PERSON
76,045
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
14 TYPE OF REPORTING PERSON
IN
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<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 18 of 54
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John P. Cole, Jr.
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) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
570,338
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 570,338
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THIS REPORTING PERSON
570,338
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.9%
14 TYPE OF REPORTING PERSON
IN
- ------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 19 of 54
ITEM 1. SECURITY AND ISSUER.
- ----------------------------
The class of equity securities to which this Schedule 13D relates is
Common Stock, $.001 par value (the "Common Stock").
The issuer of the Common Stock is Advance Display Technologies, Inc., a
Colorado corporation ("Issuer"), whose principal executive offices are located
at 1251 South Huron, Unit C, Denver, Colorado 80223.
ITEM 2. IDENTITY AND BACKGROUND.
- --------------------------------
(a) This Schedule 13D is filed on behalf of each of the following
persons (the "reporting persons"), with respect to the Common Stock described in
this Schedule 13D. The reporting persons are making a single joint filing
pursuant to Rule 13d-1(f) as a precautionary matter in the event that they are
deemed to comprise one or more "groups" within the meaning of section 13(d)(3)
of the Securities Exchange Act of 1934 (the "Act"); however, the reporting
persons disclaim the existence of any such group.
(1) Display Optics Ltd., a Colorado limited partnership
("Display Optics"), whose general partners are Issuer and Display Group LLC, a
Colorado limited liability company ("Display Group")./1/ The executive officers
and directors of Issuer are Darrell D. Avey and Michael A. Nixon./2/ The manager
of Display Group is Keith A. Hancock./3/
(2) Display Group, whose manager is Keith A. Hancock./4/
- ---------------------
/1/ Display Group became the managing general partner of Display Optics
as a result of the February 9, 1995 Letter Agreement (as defined in Item 6). The
parties are currently negotiating amendments to the partnership agreement of
Display Optics to reflect Display Group's status as a managing general partner
and other matters addressed in the February 9, 1995 Letter Agreement.
/2/ J. Timothy Brittan was a director of Issuer from August 1, 1994,
through November 17, 1995.
/3/ Gene W. Schneider and Mark L. Schneider were managers of Display
Group, together with Keith A. Hancock, from February 3, 1995, until their
resignation on June 4, 1996.
/4/ See footnote 3.
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 20 of 54
(3) Keith A. Hancock
(4) G. Schneider Holdings Co., a Colorado limited
partnership ("GS Holdings"), whose general partner is Gene W. Schneider.
(5) Gene W. Schneider
(6) William W. Becker
(7) Mark L. Schneider
(8) Jan E. Helen
(9) William J. Elsner
(10) J. Timothy Brittan
(11) Bruce H. Etkin
(12) Peregrine Investments, a Virginia general partnership
("Peregrine Investments"), whose general partners are Daryl H. Owen, Lindsay D.
Hooper, and James C. Gould.
(13) Daryl H. Owen
(14) Lindsay D. Hooper
(15) James C. Gould
(16) John D. Seiver
(17) John P. Cole, Jr.
(b) The residence or business address of each of the individual persons
identified in Item 2(a) and the address of the principal office and the
principal business of each of the persons identified in Item 2(a) that is not an
individual are as follows:
(1) The principal office of Display Optics is located at 5251
DTC Parkway, Suite 1210, Englewood, Colorado 80111, and its principal business
is research, development, and marketing of display screen and related
technologies. The principal office of Issuer is located at 1251 South Huron,
Unit C, Denver, Colorado 80223, and its
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 21 of 54
principal business is to act as a general partner of Display Optics and engage
in research, development, and marketing of display screen and related
technologies. The business address of Darrell D. Avey is 5251 DTC Parkway, Suite
1210, Englewood, Colorado 80111, and of Michael A. Nixon is 1100 Muller Road,
Blythwood, South Carolina 29016. The principal office of Display Group is
located at 5251 DTC Parkway, Suite 1210, Englewood, Colorado 80111, and its
principal business is to act as the managing general partner of Display Optics
and to make investments in Display Optics. The business address of Keith A.
Hancock is 5251 DTC Parkway, Suite 1210, Englewood, Colorado 80111.
(2) The address of Display Group's principal office, the
principal business of Display Group, and the business address of Keith A.
Hancock are as set forth in paragraph (1) of this Item 2(b).
(3) The business address of Keith A. Hancock is as set forth in
paragraph (1) of this Item 2(b).
(4) The principal office of GS Holdings is located at 4643 South
Ulster Street, Suite 1300, Denver, Colorado 80237, and its principal business is
the management of personal and family investments. The business address of Gene
W. Schneider is 4643 South Ulster Street, Suite 1300, Denver, Colorado 80237.
(5) The business address of Gene W. Schneider is as set forth in
paragraph (4) of this Item 2(b).
(6) The residence address of William W. Becker is Box 143, Grand
Cayman Island, British West Indies.
(7) The business address of Mark L. Schneider is 4643 South
Ulster Street, Suite 1300, Denver, Colorado 80237.
(8) The business address of Jan E. Helen is 5251 DTC Parkway,
Suite 1010, Englewood, Colorado 80111.
(9) The residence address of William J. Elsner is 83 Glenmoor
Place, Englewood, Colorado 80110.
(10) The business address of J. Timothy Brittan is 2680 South
University Boulevard, #103, Denver, Colorado 80210.
(11) The business address of Bruce H. Etkin is 1512 Larimer
Street, #325, Denver, Colorado 80202.
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 22 of 54
(12) The principal office of Peregrine Investments is located at
6636 Fletcher Lane, McLean, Virginia 22101, and its principal business is the
management of its general partners' personal investments. The business address
of each of Daryl H. Owen, Lindsay D. Hooper, and James C. Gould is 801
Pennsylvania Avenue, NW, Suite 730, Washington, DC 20004.
(13) The business address of Daryl H. Owen is as set forth in
paragraph (12) of this Item 2(b).
(14) The business address of Lindsay D. Hooper is as set forth in
paragraph (12) of this Item 2(b).
(15) The business address of James C. Gould is as set forth in
paragraph (12) of this Item 2(b).
(16) The business address of John D. Seiver is 1919 Pennsylvania
Ave., NW, #200, Washington, DC 20006.
(17) The business address of John P. Cole, Jr. is 1919
Pennsylvania Ave., NW, #200, Washington, DC 20006.
(c) The present principal occupation or employment of each person
identified in Item 2(a) who is an individual and the name, principal business,
and address of any corporation or other organization in which such employment is
conducted are as follows:
(1) Darrell D. Avey is the chairman of the board of directors,
vice president, and secretary of Issuer and the manager of operations of Display
Optics; Michael A. Nixon is a director and the president and treasurer of
Issuer; and Keith A. Hancock is the manager of Display Group and the president
and chief executive officer of Reserve Battery Cell, L.P. The address of the
principal office and the principal business of each of Issuer, Display Optics,
and Display Group are as set forth in paragraph (1) of Item 2(b). The principal
office of Reserve Battery Cell, L.P. is located at 5251 DTC Parkway, Suite 1210,
Englewood, Colorado 80111, and its principal business is the development and
marketing of reserve batteries and other consumer products.
(2) The present principal occupation of Keith A. Hancock and the
name, address, and principal business of his employer are as set forth in
paragraph (1) of this Item 2(c).
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 23 of 54
(3) The present principal occupation of Keith A. Hancock and the
name, address, and principal business of his employer are as set forth in
paragraph (1) of this Item 2(c).
(4) Gene W. Schneider is the chairman of the board of directors
and chief executive officer of United International Holdings, Inc. The principal
office of United International Holdings, Inc. is located at 4643 South Ulster
Street, Suite 1300, Denver, Colorado 80237, and its principal business is the
development and operation of multi-channel television systems and related
telecommunications businesses.
(5) The present principal occupation of Gene W. Schneider and
the name, address, and principal business of his employer are as set forth in
paragraph (4) of this Item 2(c).
(6) William W. Becker manages his own personal investments.
(7) Mark L. Schneider is a director and member of the office of
the chairman of United International Holdings, Inc. The address of the principal
office and the principal business of United International Holdings, Inc. are as
set forth in paragraph (4) of this Item 2(c).
(8) Jan E. Helen is president of Janco Partners, Inc. The
principal office of Janco Partners, Inc. is located at 5251 DTC Parkway, Suite
1010, Englewood, Colorado 80111, and its principal business is investment
banking.
(9) William J. Elsner is a director of United International
Holdings, Inc. and manages his own personal investments. The address of the
principal office and the principal business of United International Holdings,
Inc. are as set forth in paragraph (4) of this Item 2(c).
(10) J. Timothy Brittan is the president of Colorado American Oil
Company. The principal office of Colorado American Oil Company is located at
2680 South University Boulevard, #103, Denver, Colorado 80210, and its principal
business is oil and gas exploration.
(11) Bruce H. Etkin is the chairman of Etkin Equities, Inc. The
principal office of Etkin Equities, Inc. is located at 1512 Larimer Street,
Suite 325, Denver, Colorado 80202, and its principal business is commercial
building development.
(12) Daryl H. Owen, Lindsay D. Hooper, and James C. Gould are
shareholders in Hooper, Hooper & Owen, Inc. The principal office of Hooper,
Hooper &
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 24 of 54
Owen, Inc. is located at 801 Pennsylvania Avenue, NW, Suite 730, Washington,
D.C. 20004, and its principal business is providing government relations and
strategic consulting services.
(13) The present principal occupation of Daryl H. Owen and the
name, address, and principal business of his employer are as set forth in
paragraph (12) of this Item 2(c).
(14) The present principal occupation of Lindsay D. Hooper and
the name, address, and principal business of his employer are as set forth in
paragraph (12) of this Item 2(c).
(15) The present principal occupation of James C. Gould and the
name, address, and principal business of his employer are as set forth in
paragraph (12) of this Item 2(c).
(16) John D. Seiver is an attorney with Cole, Raywid & Braverman,
LLP. The principal office of Cole, Raywid & Braverman, LLP is located at 1919
Pennsylvania Avenue, NW, Suite 200, Washington, D.C. 20006, and its principal
business is providing legal services.
(17) John P. Cole, Jr. is an attorney with Cole, Raywid &
Braverman, LLP. The address of the principal office and the principal business
of Cole, Raywid & Braverman, LLP are as set forth in paragraph (16) of this Item
2(c).
(d) and (e) The reporting persons do not know whether, during the last
five years, Michael A. Nixon has (i) been convicted in a criminal proceeding or
(ii) been a party to a civil proceeding and as a result of which 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 a judgment, decree, or final order finding any violations with respect
to such laws. With respect to the persons identified in Item 2(a), other than
Michael A. Nixon, no such person has, during the last five years, (i) been
convicted in a criminal proceeding or (ii) been a party to a civil proceeding
and as a result of which 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 a judgment, decree, or final order
finding any violations with respect to such laws.
(f) With the exception of William W. Becker, who is a citizen of
Canada, and Jan E. Helen, who is a citizen of Norway, all of the individual
persons identified in Item 2(a) are citizens of the United States of America.
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 25 of 54
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
- ----------------------------------------------------------
In a series of transactions described more fully in Item 5 of this Schedule
13D, the reporting persons have made the following investments in Issuer,
Display Optics, and Display Group:
(1) In December 1993, GS Holdings, William W. Becker, Mark L.
Schneider, Jan E. Helen, William J. Elsner, and J. Timothy Brittan subscribed
for a total of 2,991,474 shares of Issuer's Series B preferred stock at $0.117
per share ($350,000). Each such person used his or its own funds to make the
investment, and the shares of preferred stock were issued on August 5, 1994.
Each share of Series B preferred stock is convertible into one share of the
Common Stock upon the earlier to occur of (i) the termination of a license
agreement between Issuer and Display Optics, (ii) the date on which either
Darrell D. Avey or Michael A. Nixon ceases to be an employee, officer, or
director of Issuer, or (iii) December 29, 1996.
(2) Also in December 1993, Display Optics was formed. At the
time of its formation, Display Optics was authorized to issue five Class A
limited partnership units (the "Class A Units") at $10,000 per unit, 200 Class B
limited partnership units (the "Class B Units") at $10,000 per unit, and 295
Class C limited partnership units (the "Class C Units") at $10,000 per unit.
Each Class A Unit was convertible into 10,000 shares of the Common Stock; each
Class B Unit was convertible into 3,333 shares of the Common Stock; and each
Class C Unit was convertible into 2,000 shares of the Common Stock. Pursuant to
the Display Optics, Ltd. Agreement of Limited Partnership (the "Partnership
Agreement"), Issuer agreed to make the following capital contributions to
Display Optics: (i) 10,000 shares of the Common Stock for each Class A Unit
issued by Display Optics; (ii) 3,333 shares of the Common Stock for each Class B
Unit issued by Display Optics; and (iii) 2,000 shares of the Common Stock for
each Class C Unit issued by Display Optics.
By amendment to the Partnership Agreement, effective
September 1, 1995 (the "Revised First Amendment"), the numbers of authorized
Class A Units, Class B Units, and Class C Units were changed to 6, 100, and 395,
respectively, and the conversion rates for the Class A Units and Class B Units
were changed to 8,333 shares of the Common Stock per unit and 76,045 shares of
the Common Stock per unit, respectively. The conversion rate for the Class C
Units was not changed by the Revised First Amendment.
Pursuant to the Revised First Amendment, Issuer agreed to
make the following capital contributions to Display Optics: (i) 8,333 shares of
the Common Stock for each Class A Unit issued by Display Optics; (ii) 76,045
shares of the Common Stock for each Class B Unit issued by Display Optics; and
(iii) 2,000 shares of the Common Stock for each Class C Unit issued by Display
Optics. As of the date of this Schedule 13D, all six
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 26 of 54
Class A Units have been issued by Display Optics, but the certificate
representing 50,000 shares of the Common Stock has not been issued to Display
Optics. No Class B Units or Class C Units have been issued by Display Optics as
of the date of this Schedule 13D.
(3) Between December 31, 1993, and December 16, 1996, GS
Holdings, William W. Becker, Mark L. Schneider, Jan E. Helen, William J. Elsner,
and J. Timothy Brittan (i) made aggregate capital contributions of $50,000 to
Display Optics in exchange for limited partnership interests that are
convertible into 50,000 shares of the Common Stock and (ii) loaned $360,847
directly to Display Optics, the outstanding principal balance of which is
convertible into limited partnership interests in Display Optics, /5/ and
ultimately, into 2,744,061 shares of the Common Stock. Each of these reporting
persons used his or its own funds to make the investments described in the
preceding sentence.
(4) Between August 15, 1996, and December 16, 1996, Bruce H.
Etkin loaned $166,024 directly to Display Optics, the outstanding principal
balance of which is convertible into limited partnership interests in Display
Optics, and ultimately, into 1,262,530 shares of the Common Stock. Mr. Etkin
used his own funds to make this investment.
(5) On November 4, 1996, Keith A. Hancock loaned $5,000 directly
to Display Optics, the outstanding principal balance of which is convertible
into limited partnership interests in Display Optics, and ultimately, into
38,023 shares of the Common Stock. Mr. Hancock used his own funds to make this
investment.
(6) Between March 14, 1995, and August 1, 1996, Display Group
loaned $932,925 to Display Optics, the outstanding principal balance of which is
convertible into limited partnership interests in Display Optics, and
ultimately, into 7,094,428 shares of the Common Stock. Display Group obtained
the funds from which it loaned the $932,925 to Display Optics from two sources:
(i) $865,527 from loans made to Display Group by GS Holdings, William W. Becker,
Mark L. Schneider, Jan E. Helen, William J. Elsner, J. Timothy Brittan, Bruce H.
Etkin, Peregrine Investments, John D. Seiver, John P. Cole, Jr., and Keith A.
Hancock and (ii) $299,505 from bank financing made available by
- -------------------------
/5/ The first of these loans, accounting for $72,000 advanced between
November 15, 1994, and February 6, 1995, were not convertible into limited
partnership interests in Display Optics at the time the loans were made.
Pursuant to the February 9, 1995 Letter Agreement (as defined in Item 6),
however, the outstanding principal balance of these loans became convertible
into limited partnership interests in Display Optics, and ultimately, into
shares of the Common Stock.
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 27 of 54
Colorado National Bank and personally guaranteed by GS Holdings, Mark L.
Schneider, Jan E. Helen, and J. Timothy Brittan.
(7) Between March 14, 1995, and August 1, 1996, GS Holdings,
William W. Becker, Mark L. Schneider, Jan E. Helen, William J. Elsner, J.
Timothy Brittan, Bruce H. Etkin, Peregrine Investments, John D. Seiver, John P.
Cole, Jr., and Keith A. Hancock loaned a total of $865,527 to Display Group, the
outstanding principal balance of which is convertible into limited partnership
interests in Display Optics, and ultimately, into 6,581,900 shares of the Common
Stock. Each of these reporting persons used his or its own funds to make the
investments described in the preceding sentence.
(8) Between March 10, 1995, and May 30, 1996, GS Holdings, Mark
L. Schneider, Jan E. Helen, and J. Timothy Brittan guaranteed the third-party
debt of Display Group described in paragraph (6) of this Item 3 and received in
exchange the right to convert the guaranty amount into limited partnership
interests in Display Optics, and ultimately, into 2,277,586 shares of the Common
Stock. To date, none of these reporting persons has been required to advance or
pay any funds with respect to the guaranty amount.
(9) On September 30, 1996, GS Holdings guaranteed the $60,000
letter of credit described below and received in exchange the right to convert
the guaranty amount into limited partnership interests in Display Optics, and
ultimately, into 456,270 shares of the Common Stock. To date, GS Holdings has
not been required to advance or pay any funds with respect to the guaranty
amount.
By order of the District Court in and for the County of Arapahoe, State of
Colorado (the "Court"), dated August 27, 1996 nunc pro tunc August 2, 1996,
-------------
Display Group was granted voting rights with respect to 1,623,750 shares of the
Common Stock (the "Replevin Shares") pending final judgment in a replevin action
brought by Display Group against American Consolidated Growth Corporation and
AGTSports, Inc. (Display Group, L.L.C. v. American Consolidated Growth
Corporation and AGTSports, Inc. (Civil Action No. 96-CV-1560), the
"Litigation").
On October 9, 1996, after posting a $60,000 letter of credit with the
Court, the Replevin Shares were released as collateral from the registry of the
Court and delivered to Display Group. The October 9, 1996 order provides that
Display Group "shall be entitled to possess, use, and exercise the attendant
voting rights of said stock pending final judgment on its replevin action." The
October 9, 1996 order does not grant Display Group the right to dispose of the
Replevin Shares.
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 28 of 54
The Litigation results from a default under an 11% Specific Collateral
Debenture issued on September 15, 1990, by Ultratech Knowledge Systems, Inc. and
made payable to Corporate Partners, Inc. in the original principal amount of
$2,175,000 (the "Debenture"). In December 1995, Display Group purchased a loan
package secured in part by a pledge of the Debenture from the Resolution Trust
Corporation (the "RTC") for $225,000.
On June 10, 1996, Display Group acquired the Debenture in a public sale
pursuant to a foreclosure action with respect to the RTC Loan. A portion of the
collateral securing the Debenture was an interest in technology that American
Consolidated Growth Corporation ("ACGC") transferred to Issuer in May 1991 in
exchange for 14,000,000 shares of Issuer's common stock (following a one-for-ten
reverse stock split with respect to Issuer's common stock, the transfer
represents 1,400,000 shares of the Common Stock). These shares, together with
approximately 200,000 shares of the Common Stock previously held by Corporate
Partners, Inc., comprise the Replevin Shares that were deposited by ACGC into
the registry of the Court in connection with the Litigation. A dispute exists as
to whether the shares previously held by Corporate Partners, Inc. should be
included among the Replevin Shares.
ITEM 4. PURPOSE OF TRANSACTION.
- -------------------------------
The reporting persons have engaged in the transactions described herein for
general investment purposes and to fund the continued development and marketing
of the fiber optic and screen technologies being utilized by Display Optics.
Display Group may acquire the Replevin Shares pursuant to the Litigation.
In addition, the reporting persons intend to review continuously their equity
position in Issuer. Depending upon future evaluations of the business prospects
of Issuer and of Display Optics, one or more of the reporting persons may
determine to increase or decrease its equity interest in Issuer by acquiring
shares of the Common Stock, by loaning additional funds to Display Group or to
Display Optics on terms allowing conversion of the debt into shares of the
Common Stock, or by acquiring other securities directly or indirectly
convertible into or exercisable or exchangeable for shares of the Common Stock.
Alternatively, based on such continuous review, one or more of the reporting
persons may dispose of some or all of its holdings, subject to any applicable
legal and contractual restrictions.
Certain of the reporting persons are considering a proposal whereby the
current structure of tiered investment entities would be simplified by causing
(i) all debt and equity interests beneficially owned by the reporting persons to
be exchanged for direct interests in Issuer that are economically equivalent to
the current investments and (ii) all of the assets of Display Optics to be
reconveyed to Issuer.
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 29 of 54
Display Group and the holders of Issuer's Series B preferred stock are
considering a proposal whereby they would exercise the voting rights associated
with the Replevin Shares and the preferred shares and cause Issuer to hold a
shareholder meeting for the purpose of electing one or more persons to the board
of directors.
Except as set forth in this Item 4, the reporting persons have no present
plan or proposal that relates to or that would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act.
However, each of the reporting persons will continuously review its investment
in Issuer and may propose such transactions in the future.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
- ---------------------------------------------
(1) Display Optics beneficially owns 12,615,211 shares (76.68%) of the
Common Stock. Display Optics' beneficial ownership of these shares results from
Issuer's commitment in the Partnership Agreement, as amended by the Revised
First Amendment, to make the following capital contributions: (i) 8,333 shares
of the Common Stock for each Class A Unit issued by Display Optics; (ii) 76,045
shares of the Common Stock for each Class B Unit issued by Display Optics; and
(iii) 2,000 shares of the Common Stock for each Class C Unit issued by Display
Optics.
As of the date of this Schedule 13D, six Class A Units have been issued by
Display Optics, but the certificate representing 50,000 shares of the Common
Stock has not been issued to Display Optics. Upon the issuance of all of the
authorized Class B Units (100) and Class C Units (395), Issuer would be required
to contribute an additional 8,394,500 shares of the Common Stock to Display
Optics. At such time, Display Optics would have the sole power to vote and the
sole power to dispose of 8,444,500 shares of the Common Stock. The excess,
4,170,711 shares, represents an over allotment of conversion rights via loans
convertible into Class B Units. The parties intend to cure this over allotment
by amending the Partnership Agreement to provide for a greater number of
authorized Class B Units.
The total number of shares of the Common Stock beneficially owned by all
reporting persons is 18,979,593 shares (90.26%). Display Optics disclaims
beneficial ownership of all such shares except for the shares of Common Stock
attributed to it in this paragraph (1).
Darrell D. Avey beneficially owns 296,950 shares (7.74%) of the
Common Stock, and has the sole power to vote and the sole power to dispose of
all of these shares.
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 30 of 54
According to Issuer's most recent Form 10-KSB, dated June 30, 1995,
Michael A. Nixon beneficially owns 350,000 shares (9.12%) of the Common Stock,
and has the sole power to vote and the sole power to dispose of all of these
shares.
Display Group's beneficial ownership of the Common Stock is
described in paragraph (2) of this Item 5.
Keith A. Hancock's beneficial ownership of the Common Stock is
described in paragraph (3) of this Item 5.
(2) Display Group beneficially owns 14,238,961 shares (86.55%) of the
Common Stock, as described below:
(a) As described in Item 3, Display Group currently holds the
sole power to vote the Replevin Shares (1,623,750 shares of the Common Stock).
(b) Display Group's beneficial ownership with respect to
12,615,211 shares of the Common Stock arises from its status as a general
partner of Display Optics. /6/ In its capacity as a general partner of Display
Optics, Display Group currently holds the shared power, together with Issuer, to
vote and dispose of 50,000 shares of the Common Stock beneficially owned by
Display Optics, and upon the issuance of the Class B Units (including the over
allotted Class B Units) and the Class C Units described in paragraph (1) of this
Item 5, would have the sole power to vote and the sole power to dispose of the
remaining 12,565,211 shares of the Common Stock beneficially owned by Display
Optics.
(c) Display Group's beneficial ownership with respect to
7,094,428 shares of the Common Stock arises from a series of loans made by
Display Group to Display Optics, the date and original principal amount of which
are as follows:
Date Original Principal Amount
---- -------------------------
March 14, 1995 $11,459
March 15, 1995 60,000
April 6, 1995 60,000
May 9, 1995 40,000
May 19, 1995 11,459
June 14, 1995 10,000
June 30, 1995 25,000
July 11, 1995 25,000
- -----------------------------
/6/ See footnote 1.
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 31 of 54
July 28, 1995 12,000
August 14, 1995 11,459
September 1, 1995 20,000
September 13, 1995 4,000
September 27, 1995 50,500
October 10, 1995 45,000
October 30, 1995 54,500
November 29, 1995 39,000
December 22, 1995 20,000
January 8, 1996 8,000
January 16, 1996 20,000
January 24, 1996 7,000
January 26, 1996 15,000
January 29, 1996 35,000
February 12, 1996 20,000
February 28, 1996 32,000
March 15, 1996 10,000
March 29, 1996 10,000
April 2, 1996 6,000
April 5, 1996 46,000
April 15, 1996 15,000
May 25, 1996 70,000
June 7, 1996 54,048
July 1, 1996 30,000
July 11, 1996 10,000
July 17, 1996 35,500
August 1, 1996 10,000
-------
Total: $932,925
Pursuant to the terms of each such loan, Display Group may, at
any time, elect to convert the outstanding principal balance of the loan into
Class B Units at a rate equal to one Class B Unit per $10,000 (the "Loan
Conversion Rate"). The Partnership Agreement, as amended by the Revised First
Amendment, requires that Issuer contribute 76,045 shares of the Common Stock to
the capital of Display Optics for each Class B Unit issued by Display Optics,
and permits the holder of a Class B Unit to elect to exchange its Class B Units
with Display Optics for shares of the Common Stock at a rate equal to 76,045
shares of the Common Stock for each Class B Unit (the "Class B Exchange
Rate")./7/ Upon
- -----------------------------
/7/ Prior to September 1, 1995, the conversion rate for Class B Units was
3,333 shares
(Continued)
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 32 of 54
conversion of its loans, and the exchange of the resultant Class
B Units, Display Group would have the sole power to vote and the sole power to
dispose of 7,094,428 shares of the Common Stock, all of which are included among
the shares described in paragraph 2(b) of this Item 5.
The total number of shares of the Common Stock beneficially owned by
all reporting persons is 18,979,593 shares (90.26%). Display Group disclaims
beneficial ownership of all such shares except for the shares of Common Stock
attributed to it in this paragraph (2).
Keith A. Hancock's beneficial ownership of the Common Stock is
described in paragraph (3) of this Item 5.
(3) Keith A. Hancock beneficially owns 14,238,961 shares (86.55%)
of the Common Stock, as described below:
(a) Mr. Hancock's beneficial ownership with respect to
14,238,961 shares of the Common Stock arises from his position as the manager of
Display Group./8/ In his capacity as the manager of Display Group, Keith A.
Hancock: (i) currently holds the sole power to vote the Replevin Shares
(1,623,750 shares of the Common Stock) beneficially owned by Display Group, (ii)
currently holds the shared power, together with Issuer, to vote and dispose of
50,000 shares of the Common Stock beneficially owned by Display Optics, (iii)
upon the issuance of the Class B Units and Class C Units described in paragraph
(1) of this Item 5 (including the over allotted Class B Units), would have the
shared power, together with Issuer, to vote and dispose of the remaining
12,565,211 shares of the Common Stock beneficially owned by Display Optics, and
(iv) upon and upon the occurrence of the conversions and exchanges described in
paragraph (2) of this Item 5, would have the sole power to vote and the sole
power to dispose of 7,094,428 shares of the Common Stock beneficially owned by
Display Group, all of which are included among the shares described in clause
(iii) of this paragraph 3(a).
- ----------------------------
/7/(...continued)
of the Common Stock per unit. See discussion in paragraph (2) of Item 3.
/8/ Gene W. Schneider and Mark L. Schneider were managers of Display
Group, together with Keith A. Hancock, from February 3, 1995, until their
resignation on June 4, 1996.
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 33 of 54
(b) Mr. Hancock's beneficial ownership with respect to 38,023
shares of the Common Stock arises from a loan in the original principal amount
of $5,000 made by Mr. Hancock to Display Optics on November 4, 1996. Pursuant to
the terms of that loan, Mr. Hancock may, at any time, elect to convert the
outstanding principal balance of the loan into Class B Units at the Loan
Conversion Rate. Pursuant to the terms of the Partnership Agreement, as amended
by the Revised First Amendment, Mr. Hancock may, at any time following such
conversion, elect to exchange his Class B Units with Display Optics for shares
of the Common Stock at the Class B Exchange Rate. Upon conversion of his loan,
and the exchange of the resultant Class B Units, Mr. Hancock would have the sole
power to vote and the sole power to dispose of 38,023 shares of the Common
Stock, all of which are included among the shares described in paragraph 3(a) of
this Item 5.
(c) Mr. Hancock's beneficial ownership with respect to 38,023
shares of the Common Stock arises from a loan in the original principal amount
of $5,000 made by Mr. Hancock to Display Group on August 1, 1996. Pursuant to
the terms of that loan, Mr. Hancock may, at any time, elect to convert the
outstanding principal balance of the loan into Class B Units at the Loan
Conversion Rate. Pursuant to the terms of the Partnership Agreement, as amended
by the Revised First Amendment, Mr. Hancock may, at any time following such
conversion, elect to exchange his Class B Units with Display Optics for shares
of the Common Stock at the Class B Exchange Rate. Upon conversion of his loan,
and the exchange of the resultant Class B Units, Mr. Hancock would have the sole
power to vote and the sole power to dispose of 38,023 shares of the Common
Stock, all of which are included among the shares described in paragraph 3(a) of
this Item 5.
The total number of shares of the Common Stock beneficially owned by
all reporting persons is 18,979,593 shares (90.26%). Mr. Hancock disclaims
beneficial ownership of all such shares except for the shares of Common Stock
attributed to him in this paragraph (3).
(4) GS Holdings beneficially owns 5,079,900 shares (56.97%) of the
Common Stock, as described below:
(a) GS Holdings' beneficial ownership with respect to 747,869
shares of the Common Stock arises from its purchase of 747,869 shares of
Issuer's Series B Preferred stock for $87,500 in December 1993. As discussed in
paragraph (1) of Item 3, each share of the Series B Preferred stock is
convertible into one share of the Common Stock at any time beginning December
29, 1996. Upon conversion of the Series B Preferred stock, GS Holdings would
have the sole power to vote and the sole power to dispose of 747,869 shares of
the Common Stock.
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 34 of 54
(b) GS Holdings' beneficial ownership with respect to 12,500
shares of the Common Stock arises from its ownership of 1.5 Class A Units,
originally purchased from Display Optics in December 1993 for $12,500. The
Partnership Agreement, as amended by the Revised First Amendment, permits the
holder of a Class A Unit to elect, at any time, to exchange its Class A Unit for
8,333 shares of the Common Stock (the "Class A Exchange Rate"). Upon the
exchange of its Class A Units, GS Holdings would have the sole power to vote and
the sole power to dispose of 12,500 shares of the Common Stock.
(c) GS Holdings' beneficial ownership with respect to
1,740,442 shares of the Common Stock arises from a series of loans made by GS
Holdings to Display Optics, the date and original principal amount of which are
as follows:
Date Original Principal Amount
---- -------------------------
November 15, 1994 $ 10,000
December 21, 1994 10,000
February 21, 1995 10,000
August 15, 1996 19,109
September 15, 1996 29,166
November 4, 1996 14,310
November 4, 1996 26,325
November 14, 1996 16,500
November 25, 1996 33,460
December 16, 1996 60,000
-------
Total: $228,870
Pursuant to the terms of each such loan, GS Holdings may,
at any time, elect to convert the outstanding principal balance of the loan into
Class B Units at the Loan Conversion Rate. Pursuant to the terms of the
Partnership Agreement, as amended by the Revised First Amendment, GS Holdings
may, at any time following such conversion, elect to exchange its Class B Units
with Display Optics for shares of the Common Stock at the Class B Exchange Rate.
Upon conversion of its loans, and the exchange of the resultant Class B Units,
GS Holdings would have the sole power to vote and the sole power to dispose of
1,740,442 shares of the Common Stock.
(d) GS Holdings' beneficial ownership with respect to 998,167
shares of the Common Stock arises from a series of loans made by GS Holdings to
Display Group, the date and original principal amount of which are as follows:
Date Original Principal Amount
---- -------------------------
December 15, 1995 $ 61,260
May 22, 1996 70,000
-------
Total: $131,260
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 35 of 54
Pursuant to the terms of each such loan, GS Holdings may,
at any time, elect to convert the outstanding principal balance of the loan into
Class B Units at the Loan Conversion Rate. Pursuant to the terms of the
Partnership Agreement, as amended by the Revised First Amendment, GS Holdings
may, at any time following such conversion, elect to exchange its Class B Units
with Display Optics for shares of the Common Stock at the Class B Exchange Rate.
Upon conversion of its loans, and the exchange of the resultant Class B Units,
GS Holdings would have the sole power to vote and the sole power to dispose of
998,167 shares of the Common Stock.
(e) GS Holdings' beneficial ownership with respect to
1,124,652 shares of the Common Stock arises from a series transactions in which
GS Holdings guaranteed the third-party debt of Display Group described in
paragraph (2) of Item 3. The date and amount of each guaranty are as follows:
Date Guaranty Amount
---- ---------------
March 10, 1995 $ 68,750
May 30, 1996 79,143
-------
Total: $147,893
In exchange for each guaranty, GS Holdings received the
right to convert the amount of the guaranty into Class B Units at the Loan
Conversion Rate. Pursuant to the terms of the Partnership Agreement, as amended
by the Revised First Amendment, GS Holdings may, at any time following such
conversion, elect to exchange its Class B Units with Display Optics for shares
of the Common Stock at the Class B Exchange Rate. Upon conversion of the
guaranty amount, and the exchange of the resultant Class B Units, GS Holdings
would have the sole power to vote and the sole power to dispose of 1,124,652
shares of the Common Stock.
(f) GS Holdings' beneficial ownership with respect to 456,270
shares of the Common Stock arises from its guaranty, on September 30, 1996, of
the $60,000 letter of credit discussed in Item 3. In exchange for the guaranty,
GS Holdings received the right to convert the amount of the guaranty into Class
B Units at the Loan Conversion Rate. Pursuant to the terms of the Partnership
Agreement, as amended by the Revised First Amendment, GS Holdings may, at any
time following such conversion, elect to exchange its
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 36 of 54
Class B Units with Display Optics for shares of the Common Stock at the Class B
Exchange Rate. Upon conversion of the guaranty amount, and the exchange of the
resultant Class B Units, GS Holdings would have the sole power to vote and the
sole power to dispose of 456,270 shares of the Common Stock.
The total number of shares of the Common Stock beneficially owned by
all reporting persons is 18,979,593 shares (90.26%). GS Holdings disclaims
beneficial ownership of all such shares except for the shares of Common Stock
attributed to it in this paragraph (4).
Gene W. Schneider's beneficial ownership of the Common Stock is
described in paragraph (5) of this Item 5.
(5) Gene W. Schneider beneficially owns 5,079,900 shares (56.97%) of
the Common Stock. All of Mr. Schneider's beneficial ownership with respect to
the Common Stock arises from his position as general partner of GS Holdings. In
his capacity as the general partner of GS Holdings, Mr. Schneider would, upon
the occurrence of the conversions and exchanges described in paragraph (4) of
this Item 5, have the sole power to vote and the sole power to dispose of the
5,079,900 shares of the Common Stock beneficially owned by GS Holdings.
The total number of shares of the Common Stock beneficially owned by
all reporting persons is 18,979,593 shares (90.26%). Mr. Schneider disclaims
beneficial ownership of all such shares except for the shares of Common Stock
attributed to him in this paragraph (5).
(6) William W. Becker beneficially owns 1,873,288 shares (32.81%)
of the Common Stock, as described below:
(a) Mr. Becker's beneficial ownership with respect to 747,869
shares of the Common Stock arises from his purchase of 747,869 shares of
Issuer's Series B Preferred stock for $87,500 in December 1993. As discussed in
paragraph (1) of Item 3, each share of the Series B Preferred stock is
convertible into one share of the Common Stock at any time beginning December
29, 1996. Upon conversion of the Series B Preferred stock, Mr. Becker would have
the sole power to vote and the sole power to dispose of 747,869 shares of the
Common Stock.
(b) Mr. Becker's beneficial ownership with respect to 12,500
shares of the Common Stock arises from his ownership of 1.5 Class A Units,
originally purchased from Display Optics in December 1993 for $12,500. Pursuant
to the terms of the Partnership Agreement, as amended by the Revised First
Amendment, Mr. Becker may, at any time,
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 37 of 54
elect to exchange his Class A Units at the Class A Exchange Rate. Upon the
exchange of his Class A Units, Mr. Becker would have the sole power to vote and
the sole power to dispose of 12,500 shares of the Common Stock.
(c) Mr. Becker's beneficial ownership with respect to 152,090
shares of the Common Stock arises from a loan in the original principal amount
of $20,000 made by Mr. Becker to Display Optics on January 25, 1995. Pursuant to
the terms of the loan, Mr. Becker may, at any time, elect to convert the
outstanding principal balance of the loan into Class B Units at the Loan
Conversion Rate. Pursuant to the terms of the Partnership Agreement, as amended
by the Revised First Amendment, Mr. Becker may, at any time following such
conversion, elect to exchange his Class B Units at the Class B Exchange Rate.
Upon conversion of his loan, and the exchange of the resultant Class B Units,
Mr. Becker would have the sole power to vote and the sole power to dispose of
152,090 shares of the Common Stock.
(d) Mr. Becker's beneficial ownership with respect to 960,829
shares of the Common Stock arises from a series of loans made by Mr. Becker to
Display Group, the date and original principal amount of which are as follows:
Date Original Principal Amount
---- -------------------------
June 30, 1995 $ 68,750
December 18, 1995 57,600
--------
Total: $126,350
Pursuant to the terms of each such loan, Mr. Becker may,
at any time, elect to convert the outstanding principal balance of the loan into
Class B Units at the Loan Conversion Rate. Pursuant to the terms of the
Partnership Agreement, as amended by the Revised First Amendment, Mr. Becker
may, at any time following such conversion, elect to exchange his Class B Units
with Display Optics for shares of the Common Stock at the Class B Exchange Rate.
Upon conversion of his loans and the exchange of the resultant Class B Units,
Mr. Becker would have the sole power to vote and the sole power to dispose of
960,829 shares of the Common Stock.
The total number of shares of the Common Stock beneficially owned by
all reporting persons is 18,979,593 shares (90.26%). Mr. Becker disclaims
beneficial ownership of all such shares except for the shares of Common Stock
attributed to him in this paragraph (6).
(7) Mark L. Schneider beneficially owns 2,157,804 shares (36.00%)
of the Common Stock, as described below:
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 38 of 54
(a) Mr. Schneider's beneficial ownership with respect to
373,934 shares of the Common Stock arises from his purchase of 373,934 shares of
Issuer's Series B Preferred stock for $43,750 in December 1993. As discussed in
paragraph (1) of Item 3, each share of the Series B Preferred stock is
convertible into one share of the Common Stock at any time beginning December
29, 1996. Upon conversion of the Series B Preferred stock, Mr. Schneider would
have the sole power to vote and the sole power to dispose of 373,934 shares of
the Common Stock.
(b) Mr. Schneider's beneficial ownership with respect to 6,250
shares of the Common Stock arises from his ownership of 0.75 Class A Units,
originally purchased from Display Optics in December 1993 for $6,250. Pursuant
to the terms of the Partnership Agreement, as amended by the Revised First
Amendment, Mr. Schneider may, at any time, elect to exchange his Class A Units
at the Class A Exchange Rate. Upon the exchange of his Class A Units, Mr.
Schneider would have the sole power to vote and the sole power to dispose of
6,250 shares of the Common Stock.
(c) Mr. Schneider's beneficial ownership with respect to
653,812 shares of the Common Stock arises from a series of loans made by Mr.
Schneider to Display Optics, the date and original principal amount of which are
as follows:
Date Original Principal Amount
---- -------------------------
November 28, 1994 $5,000
December 29, 1994 5,000
August 15, 1996 11,707
October 2, 1996 29,000
November 12, 1996 6,840
November 12, 1996 12,540
November 25, 1996 15,890
-------
Total: $85,977
Pursuant to the terms of each such loan, Mr. Schneider
may, at any time, elect to convert the outstanding principal balance of the loan
into Class B Units at the Loan Conversion Rate. Pursuant to the terms of the
Partnership Agreement, as amended by the Revised First Amendment, Mr. Schneider
may, at any time following such conversion, elect to exchange his Class B Units
with Display Optics for shares of the Common Stock at the Class B Exchange Rate.
Upon conversion of his loans and the exchange of the resultant Class B Units,
Mr. Schneider would have the sole power to vote and the sole power to dispose of
653,812 shares of the Common Stock.
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 39 of 54
(d) Mr. Schneider's beneficial ownership with respect to
493,684 shares of the Common Stock arises from a series of loans made by Mr.
Schneider to Display Group, the date and original principal amount of which are
as follows:
Date Original Principal Amount
---- -------------------------
September 1, 1995 $20,000
December 13, 1995 34,920
March 25, 1996 10,000
-------
Total: $64,920
Pursuant to the terms of each such loan, Mr. Schneider
may, at any time, elect to convert the outstanding principal balance of the loan
into Class B Units at the Loan Conversion Rate. Pursuant to the terms of the
Partnership Agreement, as amended by the Revised First Amendment, Mr. Schneider
may, at any time following such conversion, elect to exchange his Class B Units
with Display Optics for shares of the Common Stock at the Class B Exchange Rate.
Upon conversion of his loans and the exchange of the resultant Class B Units,
Mr. Schneider would have the sole power to vote and the sole power to dispose of
493,684 shares of the Common Stock.
(e) Mr. Schneider's beneficial ownership with respect to
630,124 shares of the Common Stock arises from a series of transactions in which
Mr. Schneider guaranteed the third-party debt of Display Group described in
paragraph (2) of Item 3. The date and amount of each guaranty are as follows:
Date Guaranty Amount
---- ---------------
March 10, 1995 $34,375
May 30, 1996 48,487
-------
Total: $82,862
In exchange for each guaranty, Mr. Schneider received the
right to convert the amount of the guaranty into Class B Units at the Loan
Conversion Rate. Pursuant to the terms of the Partnership Agreement, as amended
by the Revised First Amendment, Mr. Schneider may, at any time following such
conversion, elect to exchange his Class B Units with Display Optics for shares
of the Common Stock at the Class B Exchange Rate. Upon conversion of the
guaranty amount, and the exchange of the resultant Class B Units, Mr. Schneider
would have the sole power to vote and the sole power to dispose of 630,124
shares of the Common Stock.
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 40 of 54
The total number of shares of the Common Stock beneficially owned by
all reporting persons is 18,979,593 shares (90.26%). Mr. Schneider disclaims
beneficial ownership of all such shares except for the shares of Common Stock
attributed to him in this paragraph (7).
(8) Jan E. Helen beneficially owns 936,643 shares (19.62%) of the
Common Stock, as described below:
(a) Mr. Helen's beneficial ownership with respect to 373,934
shares of the Common Stock arises from his purchase of 373,934 shares of
Issuer's Series B Preferred stock for $43,750 in December 1993. As discussed in
paragraph (1) of Item 3, each share of the Series B Preferred stock is
convertible into one share of the Common Stock at any time beginning December
29, 1996. Upon conversion of the Series B Preferred stock, Mr. Helen would have
the sole power to vote and the sole power to dispose of 373,934 shares of the
Common Stock.
(b) Mr. Helen's beneficial ownership with respect to 6,250
shares of the Common Stock arises from his ownership of 0.75 Class A Units,
originally purchased from Display Optics in December 1993 for $6,250. Pursuant
to the terms of the Partnership Agreement, as amended by the Revised First
Amendment, Mr. Helen may, at any time, elect to exchange his Class A Units at
the Class A Exchange Rate. Upon the exchange of his Class A Units, Mr. Helen
would have the sole power to vote and the sole power to dispose of 6,250 shares
of the Common Stock.
(c) Mr. Helen's beneficial ownership with respect to 76,045
shares of the Common Stock arises from a series of loans made by Mr. Helen to
Display Optics, the date and original principal amount of which are as follows:
Date Original Principal Amount
---- -------------------------
December 8, 1994 $5,000
February 6, 1995 5,000
------
Total: $10,000
Pursuant to the terms of each such loan, Mr. Helen may,
at any time, elect to convert the outstanding principal balance of the loan into
Class B Units at the Loan Conversion Rate. Pursuant to the terms of the
Partnership Agreement, as amended by the Revised First Amendment, Mr. Helen may,
at any time following such conversion, elect to exchange his Class B Units at
the Class B Exchange Rate. Upon conversion of his loans, and the exchange of the
resultant Class B Units, Mr. Helen would have the sole power to vote and the
sole power to dispose of 76,045 shares of the Common Stock.
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 41 of 54
(d) Mr. Helen's beneficial ownership with respect to 219,010
shares of the Common Stock arises from a loan in the original principal amount
of $28,800 made by Mr. Helen to Display Group on January 16, 1996. Pursuant to
the terms of the loan, Mr. Helen may, at any time, elect to convert the
outstanding principal balance of the loan into Class B Units at the Loan
Conversion Rate. Pursuant to the terms of the Partnership Agreement, as amended
by the Revised First Amendment, Mr. Helen may, at any time following such
conversion, elect to exchange his Class B Units with Display Optics for shares
of the Common Stock at the Class B Exchange Rate. Upon conversion of his loan,
and the exchange of the resultant Class B Units, Mr. Helen would have the sole
power to vote and the sole power to dispose of 219,010 shares of the Common
Stock.
(e) Mr. Helen's beneficial ownership with respect to 261,405
shares of the Common Stock arises from a transaction on March 10, 1995, in which
Mr. Helen guaranteed $34,375 of the third-party debt of Display Group described
in paragraph (2) of Item 3. In exchange for the guaranty, Mr. Helen received the
right to convert the guaranty amount into Class B Units at the Loan Conversion
Rate. Pursuant to the terms of the Partnership Agreement, as amended by the
Revised First Amendment, Mr. Helen may, at any time following such conversion,
elect to exchange his Class B Units with Display Optics for shares of the Common
Stock at the Class B Exchange Rate. Upon conversion of the guaranty amount, and
the exchange of the resultant Class B Units, Mr. Helen would have the sole power
to vote and the sole power to dispose of 261,405 shares of the Common Stock.
The total number of shares of the Common Stock beneficially owned by all
reporting persons is 18,979,593 shares (90.26%). Mr. Helen disclaims beneficial
ownership of all such shares except for the shares of Common Stock attributed to
him in this paragraph (8).
(9) William J. Elsner beneficially owns 936,658 shares (19.62%) of the
Common Stock, as described below:
(a) Mr. Elsner's beneficial ownership with respect to 373,934
shares of the Common Stock arises from his purchase of 373,934 shares of
Issuer's Series B Preferred stock for $43,750 in December 1993. As discussed in
paragraph (1) of Item 3, each share of the Series B Preferred stock is
convertible into one share of the Common Stock at any time beginning December
29, 1996. Upon conversion of the Series B Preferred stock, Mr. Elsner would have
the sole power to vote and the sole power to dispose of 373,934 shares of the
Common Stock.
(b) Mr. Elsner's beneficial ownership with respect to 6,250
shares of the Common Stock arises from his ownership of 0.75 Class A Units,
originally purchased from
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 42 of 54
Display Optics in December 1993 for $6,250. Pursuant to the terms of the
Partnership Agreement, as amended by the Revised First Amendment, Mr. Elsner
may, at any time, elect to exchange his Class A Units at the Class A Exchange
Rate. Upon the exchange of his Class A Units, Mr. Elsner would have the sole
power to vote and the sole power to dispose of 6,250 shares of the Common Stock.
(c) Mr. Elsner's beneficial ownership with respect to 76,045
shares of the Common Stock arises from a series of loans made by Mr. Elsner to
Display Optics, the date and original principal amount of which are as follows:
Date Original Principal Amount
---- -------------------------
November 21, 1994 $5,000
December 27, 1994 5,000
------
Total: $10,000
Pursuant to the terms of each such loan, Mr. Elsner may, at
any time, elect to convert the outstanding principal balance of the loan into
Class B Units at the Loan Conversion Rate. Pursuant to the terms of the
Partnership Agreement, as amended by the Revised First Amendment, Mr. Elsner
may, at any time following such conversion, elect to exchange his Class B Units
at the Class B Exchange Rate. Upon conversion of his loans, and the exchange of
the resultant Class B Units, Mr. Elsner would have the sole power to vote and
the sole power to dispose of 76,045 shares of the Common Stock.
(d) Mr. Elsner's beneficial ownership with respect to 480,429
shares of the Common Stock arises from a series of loans made by Mr. Elsner to
Display Group, the date and original principal amount of which are as follows:
Date Original Principal Amount
---- -------------------------
March 14, 1995 $11,459
May 19, 1995 11,459
August 14, 1995 11,459
December 22, 1995 28,800
------
Total: $63,177
Pursuant to the terms of each such loan, Mr. Elsner may, at
any time, elect to convert the outstanding principal balance of the loan into
Class B Units at the Loan Conversion Rate. Pursuant to the terms of the
Partnership Agreement, as amended by the Revised First Amendment, Mr. Elsner
may, at any time following such conversion, elect to exchange his Class B Units
with Display Optics for shares of the Common Stock at the
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 43 of 54
Class B Exchange Rate. Upon conversion of his loans and the exchange of the
resultant Class B Units, Mr. Elsner would have the sole power to vote and the
sole power to dispose of 480,429 shares of the Common Stock.
The total number of shares of the Common Stock beneficially owned by all
reporting persons is 18,979,593 shares (90.26%). Mr. Elsner disclaims beneficial
ownership of all such shares except for the shares of Common Stock attributed to
him in this paragraph (9).
(10) J. Timothy Brittan beneficially owns 851,216 shares (18.82%) of the
Common Stock, as described below:
(a) Mr. Brittan has a beneficial interest in 164,000 shares of
the Common Stock that he owns directly, and thus, has the sole power to vote and
the sole power to dispose of these shares.
(b) Mr. Brittan's beneficial ownership with respect to 373,934
shares of the Common Stock arises from his purchase of 373,934 shares of
Issuer's Series B Preferred stock for $43,750 in December 1993. As discussed in
paragraph (1) of Item 3, each share of the Series B Preferred stock is
convertible into one share of the Common Stock at any time beginning December
29, 1996. Upon conversion of the Series B Preferred stock, Mr. Brittan would
have the sole power to vote and the sole power to dispose of 373,934 shares of
the Common Stock.
(c) Mr. Brittan's beneficial ownership with respect to 6,250
shares of the Common Stock arises from his ownership of 0.75 Class A Units,
originally purchased from Display Optics in December 1993 for $6,250. Pursuant
to the terms of the Partnership Agreement, as amended by the Revised First
Amendment, Mr. Brittan may, at any time, elect to exchange his Class A Units at
the Class A Exchange Rate. Upon the exchange of his Class A Units, Mr. Brittan
would have the sole power to vote and the sole power to dispose of 6,250 shares
of the Common Stock.
(d) Mr. Brittan's beneficial ownership with respect to 45,627
shares of the Common Stock arises from a series of loans made by Mr. Brittan to
Display Optics, the date and original principal amount of which are as follows:
Date Original Principal Amount
---- -------------------------
February 1, 1995 $2,000
August 21, 1995 4,000
-----
Total: $6,000
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 44 of 54
Pursuant to the terms of each such loan, Mr. Brittan may, at
any time, elect to convert the outstanding principal balance of the loan into
Class B Units at the Loan Conversion Rate. Pursuant to the terms of the
Partnership Agreement, as amended by the Revised First Amendment, Mr. Brittan
may, at any time following such conversion, elect to exchange his Class B Units
at the Class B Exchange Rate. Upon conversion of his loans, and the exchange of
the resultant Class B Units, Mr. Brittan would have the sole power to vote and
the sole power to dispose of 45,627 shares of the Common Stock.
(e) Mr. Brittan's beneficial ownership with respect to 261,405
shares of the Common Stock arises from a transaction on March 10, 1995, in which
Mr. Brittan guaranteed $34,375 of the third-party debt of Display Group
described in paragraph (2) of Item 3. In exchange for the guaranty, Mr. Brittan
received the right to convert the amount of the guaranty into Class B Units at
the Loan Conversion Rate. Pursuant to the terms of the Partnership Agreement, as
amended by the Revised First Amendment, Mr. Brittan may, at any time following
such conversion, elect to exchange his Class B Units with Display Optics for
shares of the Common Stock at the Class B Exchange Rate. Upon conversion of the
guaranty amount, and the exchange of the resultant Class B Units, Mr. Brittan
would have the sole power to vote and the sole power to dispose of 261,405
shares of the Common Stock.
The total number of shares of the Common Stock beneficially owned by all
reporting persons is 18,979,593 shares (90.26%). Mr. Brittan disclaims
beneficial ownership of all such shares except for the shares of Common Stock
attributed to him in this paragraph (10).
(11) Bruce H. Etkin beneficially owns 3,247,457 shares (45.84%) of the
Common Stock, as described below:
(a) Mr. Etkin's beneficial ownership with respect to 1,262,530
shares of the Common Stock arises from a series of loans made by Mr. Etkin to
Display Optics, the date and original principal amount of which are as follows:
Date Original Principal Amount
---- -------------------------
August 15, 1996 $19,183
September 15, 1996 29,166
October 21, 1996 10,000
October 24, 1996 8,850
November 4, 1996 16,225
December 3, 1996 20,650
December 16, 1996 61,950
-------
Total: $166,024
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 45 of 54
Pursuant to the terms of each such loan, Mr. Etkin may, at
any time, elect to convert the outstanding principal balance of the loan into
Class B Units at the Loan Conversion Rate. Pursuant to the terms of the
Partnership Agreement, as amended by the Revised First Amendment, Mr. Etkin may,
at any time following such conversion, elect to exchange his Class B Units with
Display Optics for shares of the Common Stock at the Class B Exchange Rate. Upon
conversion of his loans and the exchange of the resultant Class B Units, Mr.
Etkin would have the sole power to vote and the sole power to dispose of
1,262,530 shares of the Common Stock.
(b) Mr. Etkin's beneficial ownership with respect to 1,984,927
shares of the Common Stock arises from a series of loans made by Mr. Etkin to
Display Group, the date and original principal amount of which are as follows:
Date Original Principal Amount
---- -------------------------
September 27, 1995 $200,000
December 11, 1995 61,020
-------
Total: $261,020
Pursuant to the terms of each such loan, Mr. Etkin may, at
any time, elect to convert the outstanding principal balance of the loan into
Class B Units at the Loan Conversion Rate. Pursuant to the terms of the
Partnership Agreement, as amended by the Revised First Amendment, Mr. Etkin may,
at any time following such conversion, elect to exchange his Class B Units with
Display Optics for shares of the Common Stock at the Class B Exchange Rate. Upon
conversion of his loans and the exchange of the resultant Class B Units, Mr.
Etkin would have the sole power to vote and the sole power to dispose of
1,984,927 shares of the Common Stock.
The total number of shares of the Common Stock beneficially owned by all
reporting persons is 18,979,593 shares (90.26%). Mr. Etkin disclaims beneficial
ownership of all such shares except for the shares of Common Stock attributed to
him in this paragraph (11).
(12) Peregrine Investments beneficially owns 760,450 shares (16.54%) of
the Common Stock. Peregrine Investments' beneficial ownership with respect to
all of these shares arises from a loan in the original principal amount of
$100,000 made by Peregrine Investments to Display Group on January 26, 1996.
Pursuant to the terms of the loan, Peregrine Investments may, at any time, elect
to convert the outstanding principal balance of the loan into Class B Units at
the Loan Conversion Rate. Pursuant to the terms of the Partnership Agreement, as
amended by the Revised First Amendment, Peregrine Investments may, at any time
following such conversion, elect to exchange its Class B Units
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 46 of 54
at the Class B Exchange Rate. Upon conversion of its loan and the exchange of
the resultant Class B Units, Peregrine Investments would have the sole power to
vote and the sole power to dispose of 760,450 shares of the Common Stock.
The total number of shares of the Common Stock beneficially owned by all
reporting persons is 18,979,593 shares (90.26%). Peregrine Investments disclaims
beneficial ownership of all such shares except for the shares of Common Stock
attributed to it in this paragraph (12).
Daryl H. Owen's beneficial ownership of the Common Stock is
described in paragraph (13) of this Item 5.
Lindsay D. Hooper's beneficial ownership of the Common Stock is
described in paragraph (14) of this Item 5.
James C. Gould's beneficial ownership of the Common Stock is
described in paragraph (15) of this Item 5.
(13) Daryl H. Owen beneficially owns 760,450 shares (16.54%) of the
Common Stock. All of Mr. Owen's beneficial ownership with resect to the Common
Stock arises from his position as general partner of Peregrine Investments. In
his capacity as a general partner of Peregrine Investments, Mr. Owen would, upon
the occurrence of the conversion and exchange described in paragraph (12) of
this Item 5, hold the shared power, with Lindsay D. Hooper and James C. Gould,
to vote and to dispose of the 760,450 shares of the Common Stock beneficially
owned by Peregrine Investments.
The total number of shares of the Common Stock beneficially owned by all
reporting persons is 18,979,593 shares (90.26%). Mr. Owen disclaims beneficial
ownership of all such shares except for the shares of Common Stock attributed to
him in this paragraph (13).
(14) Lindsay D. Hooper beneficially owns 760,450 shares (16.54%) of the
Common Stock. All of Mr. Hooper's beneficial ownership with resect to the Common
Stock arises from his position as general partner of Peregrine Investments. In
his capacity as a general partner of Peregrine Investments, Mr. Hooper would,
upon the occurrence of the conversion and exchange described in paragraph (12)
of this Item 5, hold the shared power, with Daryl H. Owen and James C. Gould, to
vote and to dispose of the 760,450 shares of the Common Stock beneficially owned
by Peregrine Investments.
The total number of shares of the Common Stock beneficially owned by all
reporting persons is 18,979,593 shares (90.26%). Mr. Hooper disclaims beneficial
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 47 of 54
ownership of all such shares except for the shares of Common Stock attributed to
him in this paragraph (14).
(15) James C. Gould beneficially owns 760,450 shares (16.54%) of the
Common Stock. All of Mr. Gould's beneficial ownership with resect to the Common
Stock arises from his position as general partner of Peregrine Investments. In
his capacity as a general partner of Peregrine Investments, Mr. Gould would,
upon the occurrence of the conversion and exchange described in paragraph (12)
of this Item 5, hold the shared power, with Daryl H. Owen and Lindsay D. Hooper,
to vote and to dispose of the 760,450 shares of the Common Stock beneficially
owned by Peregrine Investments.
The total number of shares of the Common Stock beneficially owned by all
reporting persons is 18,979,593 shares (90.26%). Mr. Gould disclaims beneficial
ownership of all such shares except for the shares of Common Stock attributed to
him in this paragraph (15).
(16) John D. Seiver beneficially owns 76,045 shares (1.94%) of the
Common Stock. Mr. Seiver's beneficial ownership with respect to all of these
shares arises from a loan in the original principal amount of $10,000 made by
Mr. Seiver to Display Group on March 15, 1996. Pursuant to the terms of the
loan, Mr. Seiver may, at any time, elect to convert the outstanding principal
balance of the loan into Class B Units at the Loan Conversion Rate. Pursuant to
the terms of the Partnership Agreement, as amended by the Revised First
Amendment, Mr. Seiver may, at any time following such conversion, elect to
exchange his Class B Units at the Class B Exchange Rate. Upon conversion of his
loan, and the exchange of the resultant Class B Units, Mr. Seiver would have the
sole power to vote and the sole power to dispose of 76,045 shares of the Common
Stock.
The total number of shares of the Common Stock beneficially owned by all
reporting persons is 18,979,593 shares (90.26%). Mr. Seiver disclaims beneficial
ownership of all such shares except for the shares of Common Stock attributed to
him in this paragraph (16).
(17) John P. Cole, Jr. beneficially owns 570,338 shares (12.94%) of the
Common Stock. Mr. Cole's beneficial ownership with respect to all of these
shares arises from a loan in the original principal amount of $75,000 made by
Mr. Cole to Display Group on April 1, 1996. Pursuant to the terms of the loan,
Mr. Cole may, at any time, elect to convert the outstanding principal balance of
the loan into Class B Units at the Loan Conversion Rate. Pursuant to the terms
of the Partnership Agreement, as amended by the Revised First Amendment, Mr.
Cole may, at any time following such conversion, elect to exchange his Class B
Units at the Class B Exchange Rate. Upon conversion of his loan, and the
exchange
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 48 of 54
of the resultant Class B Units, Mr. Cole would have the sole power to
vote and the sole power to dispose of 570,338 shares of the Common Stock.
The total number of shares of the Common Stock beneficially owned by all
reporting persons is 18,979,593 shares (90.26%). Mr. Cole disclaims beneficial
ownership of all such shares except for the shares of Common Stock attributed to
him in this paragraph (17).
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
- ------------------------------------------------------------------------------
TO SECURITIES OF THE ISSUER.
- ---------------------------
In December 1993, Issuer and six of the reporting persons (GS Holdings,
William W. Becker, Mark L. Schneider, Jan E. Helen, William J. Elsner, and J.
Timothy Brittan) formed Display Optics to develop the fiber optic and screen
technologies then being developed by Issuer. Issuer assigned its patent rights,
technology, and rights under a license agreement to Display Optics as an initial
capital contribution in exchange for an interest as a general partner of the
partnership. The six reporting persons contributed a total of $50,000 to Display
Optics in exchange for six Class A Units.
Pursuant to the Partnership Agreement, as amended by the Revised First
Amendment, the limited partners of Display Optics are entitled to receive 99
percent of all distributions from the partnership until each of the limited
partners has received $15,000 per unit, and thereafter, the limited partners are
entitled to receive 1 percent of all distributions from the partnership. In
addition, the Partnership Agreement, as amended by the Revised First Amendment,
provides that Display Optics is authorized to issue six Class A Units, 100 Class
B Units, and 395 Class C Units and that the limited partners of Display Optics
shall have the right to convert their fully paid limited partnership units into
shares of the Common Stock on the following basis: (i) Class A Unit holders,
8,333 shares of the Common Stock per unit; (ii) Class B Unit holders, 76,045
shares of the Common Stock per unit; and (iii) Class C Unit holders, 2,000
shares of the Common Stock per unit. /9/ Issuer is obligated to contribute to
Display Optics sufficient shares of the Common Stock to satisfy the conversion
rights at each close of an offering of Class A Units, Class B Units, or Class C
Units, based on the total number of such units subscribed at each offering,
multiplied by the Common Stock conversion ratio set forth in the preceding
sentence.
- ----------------------------
/9/ See paragraph 2 of Item 3 for a discussion of the numbers of limited
partnership units authorized and the relative conversion rates per unit prior to
the effectiveness of the Revised First Amendment.
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 49 of 54
On August 5, 1994, Issuer issued 2,991,474 shares of its Series B
preferred stock to GS Holdings (747,869 shares), William W. Becker (747,869
shares), Mark L. Schneider (373,934 shares), Jan E. Helen (373,934 shares),
William J. Elsner (373,934 shares), and J. Timothy Brittan (373,934 shares) for
$0.117 per share. Each share of Series B preferred stock is entitled to one-
fifth of one vote on matters on which the holders of shares of the Common Stock
are entitled to vote and one vote on matters on which only holders of the Series
B preferred stock are entitled to vote. Holders of the Series B preferred shares
are entitled to a liquidation preference equal to $0.117 per share. Each share
of Series B preferred stock can be converted into one share of the Common Stock
upon the earlier to occur of (i) the termination of a license agreement between
Issuer and Display Optics, (ii) the date on which either Darrell D. Avey or
Michael A. Nixon ceases to be an employee, officer, or director of Issuer, or
(iii) December 29, 1996.
In February 1995, Display Optics agreed to borrow $275,000 from Display
Group and entered into an agreement, dated February 9, 1995 (the "February 9,
1995 Letter Agreement"). Pursuant to the February 9, 1995 Letter Agreement, (i)
Issuer agreed that it would not engage in certain fundamental actions,
including, without limitation, the amendment of Issuer's articles of
incorporation or bylaws, any merger, acquisition, or other significant
transaction, the issuance of equity or debt securities, and the approval of
operating or capital budgets, without the consent of GS Holdings, William W.
Becker, Mark L. Schneider, Jan E. Helen, William J. Elsner, and J. Timothy
Brittan, (ii) Issuer agreed to the admittance of Display Group as the managing
general partner of Display Optics, to the formation of a four-member management
committee (three members of which would be appointed by Display Group and one
member of which would be appointed by Issuer) to manage the business activities
of Display Optics, and to other amendments to the Partnership Agreement, (iii)
Display Optics agreed to enter into a management agreement with Display Group,
pursuant to which Display Group would provide management and administrative
services to Display Optics, (iv) Display Optics agreed that promissory notes it
had previously issued to one or more of GS Holdings, William W. Becker, Mark L.
Schneider, Jan E. Helen, William J. Elsner, and J. Timothy Brittan, representing
$80,000 of loans made directly to Display Optics would be amended to permit the
note holders, at their option, to convert the promissory notes into Class B
Units at a rate equal to one Class B Unit per $10,000, and (v) Michael A. Nixon,
a 60 percent shareholder of Visual Optics, Inc., agreed to several amendments to
a non-exclusive license agreement, dated April 23, 1993 (the "License
Agreement"), between Issuer and Visual Optics, Inc. (subsequently contributed by
Issuer to Display Optics),
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 50 of 54
including an amendment converting the non-exclusive license into an exclusive,
perpetual, and world-wide license./10/
The $275,000 loan from Display Group to Display Optics is evidenced by a
promissory note (the "Display Group Note") that is payable on or before December
31, 1998, upon the demand of Display Group, and bears interest at a rate equal
to 3 percentage points above the prime rate charged by Citibank, N.A. The
Display Group Note is convertible at any time by Display Group into Class B
Units at a rate equal to one Class B Unit per $10,000 of principal
outstanding./11/
As described in Item 5 of this Schedule 13D, Display Group has made
additional loans totaling $657,925 to Display Optics on terms similar to those
of the Display Group Note, including the conversion right.
As described in Item 5 of this Schedule 13D, the following reporting
persons have loaned a total of $531,871 to Display Optics on terms similar to
those of the Display Group Note, including the conversion right: GS Holdings,
William W. Becker, Mark L. Schneider, Jan E. Helen, William J. Elsner, J.
Timothy Brittan, Bruce H. Etkin, and Keith A. Hancock.
As described in Item 5 of this Schedule 13D: (i) GS Holdings, William W.
Becker, Mark L. Schneider, Jan E. Helen, William J. Elsner, J. Timothy Brittan,
Bruce H. Etkin, Peregrine Investments, John D. Seiver, John P. Cole, Jr., and
Keith A. Hancock have made loans to Display Group totaling $865,527, (ii) GS
Holdings, Mark L. Schneider, Jan E. Helen, and J. Timothy Brittan have
guaranteed third-party indebtedness of Display Group totaling $299,505, and
(iii) GS Holdings has guaranteed a $60,000 letter of credit issued to Display
Group, all on terms similar to those of the Display Group Note, including the
conversion right. For purposes of the conversion right, the third-party
indebtedness and letter of credit guaranteed by GS Holdings, Mark L. Schneider,
Jan E. Helen, and J. Timothy Brittan and GS Holdings, respectively
(collectively, the "Guarantors") are treated as if the funds were loaned by a
third-party to the Guarantors in proportion to the
- ---------------------
/10/ Issuer, Display Optics, and Display Group are currently involved
in litigation with Visual Optics, Inc., Michael A. Nixon, and Jeffory D.
Blackard regarding the exclusive nature of the License Agreement.
/11/ The Display Group Note contains a drafting error that would also
permit the holder to convert accrued but unpaid interest into Class B Units at
the same rate of $10,000 per unit. The parties intend to correct the Display
Group Note to reflect that only outstanding principal is convertible into Class
B Units.
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 51 of 54
relative guaranty amounts, then loaned in the same proportions by the Guarantors
to Display Group with a conversion right similar to that of the Display Group
Note.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
- -----------------------------------------
7.1 Order Setting Undertakings, dated October 7, 1996, issued by the
District Court in and for the County of Arapahoe, State of Colorado, in Display
Group, L.L.C. v. American Consolidated Growth Corporation and AGTSports, Inc.
(Civil Action No. 96-CV-1560) (filed herewith).
7.2 Order Releasing Collateral, dated October 9, 1996, issued by the
District Court in and for the County of Arapahoe, State of Colorado, in Display
Group, L.L.C. v. American Consolidated Growth Corporation and AGTSports, Inc.
(Civil Action No. 96-CV-1560) (filed herewith).
7.3 Display Optics, Ltd. Agreement of Limited Partnership, effective
December 31, 1993 (incorporated by reference, Issuer's Annual Report Form 10-KSB
for the fiscal year ended June 30, 1994).
7.4 Revised First Amendment to the Agreement of Limited Partnership of
Display Optics, Ltd., effective September 1, 1995 (filed herewith).
7.5 Corrected Articles of Amendment to Issuer's Articles of
Incorporation, dated August 5, 1994 (incorporated by reference, Issuer's Annual
Report Form 10-KSB for the fiscal year ended June 30, 1995).
7.6 Letter Agreement, dated February 9, 1995, among Issuer, Display
Optics, Display Group, Darrell D. Avey, Michael A. Nixon, and J. Timothy Brittan
(incorporated by reference, Issuer's Annual Report Form 10-KSB for the fiscal
year ended June 30, 1995).
7.7 Promissory Note, dated March 14, 1995, between Display Optics as
maker and Display Group as payee (incorporated by reference, Issuer's Annual
Report Form 10-KSB for the fiscal year ended June 30, 1995).
7.8 Security Agreement, dated March 14, 1995, between Display Optics as
debtor and Display Group as secured party (incorporated by reference, Issuer's
Annual Report Form 10-KSB for the fiscal year ended June 30, 1995).
24.1 Power of Attorney of G. Schneider Holdings Co. granting Keith A.
Hancock the power to execute this Schedule 13D on its behalf.
24.2 Power of Attorney of Gene W. Schneider granting Keith A. Hancock
the power to execute this Schedule 13D on his behalf.
24.3 Power of Attorney of William W. Becker granting Keith A. Hancock
the power to execute this Schedule 13D on his behalf.
24.4 Power of Attorney of Mark L. Schneider granting Keith A. Hancock
the power to execute this Schedule 13D on his behalf.
24.5 Power of Attorney of Jan E. Helen granting Keith A. Hancock the
power to execute this Schedule 13D on his behalf.
24.6 Power of Attorney of William J. Elsner granting Keith A. Hancock
the power to execute this Schedule 13D on his behalf.
24.7 Power of Attorney of J. Timothy Brittan granting Keith A. Hancock
the power to execute this Schedule 13D on his behalf.
24.8 Power of Attorney of Bruce H. Etkin granting Keith A. Hancock the
power to execute this Schedule 13D on his behalf.
24.9 Power of Attorney of Peregrine Investments granting Keith A.
Hancock the power to execute this Schedule 13D on its behalf.
24.10 Power of Attorney of Daryl H. Owen granting Keith A. Hancock the
power to execute this Schedule 13D on his behalf.
24.11 Power of Attorney of Lindsay D. Hooper granting Keith A. Hancock
the power to execute this Schedule 13D on his behalf.
24.12 Power of Attorney of James C. Gould granting Keith A. Hancock the
power to execute this Schedule 13D on his behalf.
24.13 Power of Attorney of John D. Seiver granting Keith A. Hancock the
power to execute this Schedule 13D on his behalf.
24.14 Power of Attorney of John P. Cole, Jr. granting Keith A. Hancock
the power to execute this Schedule 13D on his behalf.
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 52 of 54
SIGNATURES
- ----------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13D is true, complete,
and correct.
Dated: December 19, 1996.
DISPLAY OPTICS, LTD., a Colorado limited
partnership
By: ADVANCE DISPLAY TECHNOLOGIES,
INC., a Colorado corporation, its
general partner
By: /s/ Darrell D. Avey
----------------------------
Darrell D. Avey, its chairman
and vice president
By: DISPLAY GROUP LLC, a Colorado limited
liability company, its managing
general partner
By: /s/ Keith Hancock
----------------------------
Keith Hancock, its manager
DISPLAY GROUP LLC, a Colorado limited
liability company
By: /s/ Keith Hancock
-------------------------------
Keith Hancock, its manager
/s/ Keith A. Hancock
------------------------------
Keith A. Hancock
G. SCHNEIDER HOLDINGS CO., a Colorado
limited partnership
By: ***
-------------------------------
Gene W. Schneider, its general
partner
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 53 of 54
***
-----------------------------------
Gene W. Schneider
***
-----------------------------------
William W. Becker
***
-----------------------------------
Mark L. Schneider
***
-----------------------------------
Jan E. Helen
***
-----------------------------------
William J. Elsner
***
-----------------------------------
J. Timothy Brittan
***
-----------------------------------
Bruce H. Etkin
PEREGRINE INVESTMENTS, a Virginia
general partnership
By: ***
--------------------------------
Daryl H. Owen, general partner
***
-----------------------------------
Daryl H. Owen
***
-----------------------------------
Lindsay D. Hooper
***
-----------------------------------
James C. Gould
***
-----------------------------------
John D. Seiver
***
-----------------------------------
John P. Cole, Jr.
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D Page 54 of 54
*** By: /s/ Keith A. Hancock
---------------------------------
Keith A. Hancock, attorney-in-fact
<PAGE>
EXHIBIT 7.1
DISTRICT COURT, ARAPAHOE COUNTY, COLORADO
Case No. 96-CV-1560, Division 5
- --------------------------------------------------------------------------------
ORDER SETTING UNDERTAKINGS
- --------------------------------------------------------------------------------
DISPLAY GROUP, L.L.C., a Colorado limited liability company,
Plaintiff,
v.
AMERICAN CONSOLIDATED GROWTH CORPORATION, a Delaware corporation, and AGTSPORTS,
INC., a Colorado corporation,
Defendants.
- --------------------------------------------------------------------------------
THE COURT, having entered a Pre-Judgment Order of Possession dated August
27, 1996, nunc pro tunc August 2, 1996, having conducted a hearing on September
-------------
4, 1996, which was attended by counsel for Plaintiff and counsel for Defendant
American Consolidated Growth Corporation ("ACGC"), having considered the
evidence and legal argument presented at that hearing, and otherwise being fully
advised in the premises;
HEREBY FINDS that the Court entered a Pre-Judgment Order of Possession
dated August 27, 1996, nunc pro tunc August 2, 1996, with respect to 1,623,750
-------------
shares of common stock of Advanced Display Technologies, Inc. ("ADTI"); that the
1,623,750 shares of ADTI stock has been placed and remains in the registry of
the Court; that a dispute may exist with respect to whether approximately
200,000 shares of the ADTI stock should have been placed in the registry of the
Court, which dispute the Court will not now decide, but instead will allow
Plaintiff and ACGC an opportunity to resolve that issue between them; that the
Court will require a bond from Plaintiff pursuant to C.R.C.P. 104(g) in order to
take possession of, use, and exercise the attendant voting rights of the ADTI
stock; that the amount of the bond that Plaintiff is entitled to post in order
to obtain possession of the ADTI stock shall be $60,000; that Defendant shall be
entitled to post a bond to retain possession of the ADTI stock pursuant to
C.R.C.P. 104(j); that the amount of the bond that ACGC is entitled to post in
order to retain possession of the ADTI stock shall be $120,000, which is double
the amount of Plaintiff's bond under 104(g) and not more than double the value
of the ADTI stock; and that the bond amounts
<PAGE>
shall not be modified regardless of the actual number of shares of ADTI common
stock which are the subject of Plaintiff's replevin claim:
THEREFORE, THE COURT HEREBY ORDERS as follows:
1. Plaintiff shall be entitled to post a bond pursuant to C.R.C.P.
104(g) in the amount of $60,000 on or before noon on September 30, 1996, in
order to obtain possession of the ADTI stock;
2. ACGC shall be entitled to post a counter-bond pursuant to C.R.C.P.
104(j) in the amount of $120,000 and/or to file and serve an objection to
Plaintiff's bond on or before 3:30 p.m. on October 4, 1996;
3. The form of bonds Plaintiff and ACGC are entitled to post shall
conform to Rule 121 (S) 1-23;
4. If Plaintiff timely files a $60,000 bond pursuant to the terms of
this Order and if ACGC does not timely file a counter-bond pursuant to the terms
of this Order, then the Court shall direct that the ADTI stock be released from
the registry to Plaintiff; and
5. The Pre-Judgment Order of Possession with respect to the
retention of the ADTI stock in the registry of the Court shall remain in effect
until 3:30 p.m. on October 4, 1996, or until further order of the Court.
6. A one-half hour hearing to resolve any objections to ACGC's
counter-bond, if posted, is scheduled for October 9, 1996, at 8:15 a.m.
DONE IN CHAMBERS this 7th day of October, 1996.
BY THE COURT
[STAMP OF JAMES F. MACRUM
DISTRICT JUDGE APPEARS HERE]
-----------------------------
District Court Judge
The moving party is hereby ordered to
provide a copy of this Order to all parties
of record within five (5) days from the
receipt of the order.
James F. Macrum, Jr.
Distict Court Judge
-2-
<PAGE>
CERTIFICATE OF SERVICE
----------------------
The undersigned hereby certifies that on the 3rd day of October, 1996, a
true and correct copy of the foregoing ORDER SETTING UNDERTAKINGS was served by
placing same in the U/S. Mail, postage prepaid, addressed to the following:
Gerald Bader, Esq.
Bader & Villanueva, P.C.
1660 Wynkoop, Suite 1100
Denver, CO 80202
/s/ VALERIE L. BRESLIN
----------------------
-3-
<PAGE>
EXHIBIT 7.2
DISTRICT COURT, ARAPAHOE COUNTY, COLORADO
Case No. 96-CV-1560, Division 5
- -------------------------------------------------------------------------------
ORDER RELEASING COLLATERAL
- -------------------------------------------------------------------------------
DISPLAY GROUP, L.L.C., a Colorado limited liability company,
Plaintiff,
v.
AMERICAN CONSOLIDATED GROWTH CORPORATION, a Delaware corporation, and AGTSPORTS,
INC., a Colorado corporation,
Defendents.
- --------------------------------------------------------------------------------
THE COURT, having taken judicial notice of the Court's file, having
determined that Defendants did not file a counter-bond pursuant to C.R.C.P.
104(j) on or before the deadline set by the Court of October 4, 1996, at 3:30
p.m., and otherwise being fully advised in the premises;
HEREBY ORDERS that the Clerk of the Court shall release the following
described collateral from the Registry of the Court to Plaintiff Display Group,
L.L.C.:
1,623,750 shares of common stock of Advanced Display
Technologies, Inc., represented by Stock Certificate
No. 10540-3 in the amount of 37,397 shares, Stock
Certificate No. 10517-1 in the amount of 126,603 shares,
Stock Certificate No. 10408-3 in the amount of 110,000
shares, Stock Certificate No. 10235-0 in the amount of
735,750 shares, Stock Certificate No. 10539-5 in the
amount of 20,000 shares, Stock Certificate No. 10516-3
in the amount of 220,000 shares, Stock Certificate
No. 10606-2 in the amount of 110,000 shares, and
Stock Certificate No. 6647-2 in the amount of
264,000 shares.
Plaintiff Display Group, L.L.C. shall be entitled to possess, use, and exercise
the attendant voting rights of said stock pending final judgment on its replevin
claim.
<PAGE>
DONE IN CHAMBERS this 9th day of October, 1996.
---
BY THE COURT
[STAMP OF JAMES F. MACRUM
DISTRICT JUDGE APPEARS HERE]
-----------------------------
District Court Judge
-2-
<PAGE>
CERTIFICATE OF SERVICE
----------------------
The undersigned hereby certifies that on this 8th day of October, 1996, a
---
true and correct copy of the foregoing ORDER RELEASING COLLATERAL was served by
facsimile, addressed to the following:
Gerald Bader, Esq.
Bader & Villanueva, P.C.
1660 Wynkoop, Suite 1100
Denver, CO 80202
(303) 534-0725
/s/ Valerie L. Breslin
----------------------
-3-
<PAGE>
EXHIBIT 7.4
REVISED FIRST AMENDMENT TO THE
-------
AGREEMENT OF LIMITED PARTNERSHIP
OF DISPLAY OPTICS, LTD.
The Agreement of Limited Partnership of Display Optics, Ltd., a Colorado
limited partnership (the "Agreement") is dated as of December 31, 1993. The
General Partner is authorized to amend the Agreement as set forth below. Terms
herein have the same meaning as those in the Agreement.
Section 2.1 of the Agreement, is hereby amended as follows:
The term "The Partnership authorizes five Class A Units, 200 Class
B Units and 295 Class C Units" shall be amended to read:
The Partnership authorizes a maximum of six Class A Units, 100
Class B Units and 395 Class C Units."
Section 2.2 of the Agreement is hereby amended as follows:
The term "Class B Limited Partners: 3,333 shares of stock per
unit; conversion price $3.00 is amended to read:
Class B Limited Partners: 76,045 shares of common stock per Unit;
conversion price $.1315."
Section 2.3 of the Agreement is hereby amended as follows:
The term "50,000 shares at the time the Class A Units are issued;
660,000 shares at the time the Class B Units are issued; and
590,000 at the time the Class C Units are issued." is amended to
read:
"Sufficient shares to meet the common stock conversion rights at
each close of Class A, Class B and Class C Unit offering(s), based
on the total number of Units subscribed at each offering times the
common stock conversion ration as defined in Section 2.2 herein."
This amendment shall be effective on September 1, 1995.
This First Amendment to the Agreement of Limited Partnership of
Display Optics Ltd., was approved by partners possessing total sharing ratios
required for its adoption as set forth in the Agreement.
ADVANCED DISPLAY TECHNOLOGIES INC.
a Colorado Corporation, Display Optics, Ltd.
By: /s/ Darrell Avey
---------------------
Darrell Avey, Manager
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(G. Schneider Holdings Co.)
The undersigned hereby makes, constitutes, and appoints KEITH HANCOCK its
true and lawful attorney-in-fact and agent, with full power of substitution, to
execute, deliver, and file with the Securities and Exchange Commission, for and
on its behalf, and in any and all capacities, Schedule 13Ds and Schedule 13Gs
under the Securities Exchange Act of 1934 relating to securities of Advance
Display Technologies, Inc., and any successor thereof, and any and all
amendments to such schedules, with all exhibits thereto and other documents in
connection therewith, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done as fully and to all intents and purposes as it might or
could do in person, hereby ratifying and confirming all that said attorney-in-
fact and agent or his substitute may lawfully do or cause to be done by virtue
hereof.
EXECUTED this ____ day of August, 1996.
G. SCHNEIDER HOLDINGS CO., a Colorado
limited partnership
By: /s/ Gene W. Schneider
-----------------------------------
Gene W. Schneider, its general partner
<PAGE>
EXHIBIT 24.2
POWER OF ATTORNEY
(Gene W. Schneider)
The undersigned hereby makes, constitutes, and appoints KEITH A. HANCOCK his
true and lawful attorney-in-fact and agent, with full power of substitution, to
execute, deliver and file with the Securities and Exchange Commission, for and
on its behalf, and in any and all capacities, Schedule 13D's and Schedule 13G's
under the Securities Exchange Act of 1934 relating to securities of Advance
Display Technologies, Inc., and any successor thereof, and any and all
amendments to such schedules, with all exhibits thereto and other documents in
connection therewith, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorney-in-
fact and agent or his or her substitute may lawfully do or cause to be done by
virtue hereof.
EXECUTED this 18 day of December, 1996.
/s/ Gene W. Schneider
-----------------------------------
Gene W. Schneider
<PAGE>
EXHIBIT 24.3
POWER OF ATTORNEY
(William W. Becker)
The undersigned hereby makes, constitutes, and appoints KEITH HANCOCK his
true and lawful attorney-in-fact and agent, with full power of substitution, to
execute, deliver, and file with the Securities and Exchange Commission, for and
on his behalf, and in any and all capacities, Schedule 13Ds and Schedule 13Gs
under the Securities Exchange Act of 1934 relating to securities of Advance
Display Technologies, Inc., and any successor thereof, and any and all
amendments to such schedules, with all exhibits thereto and other documents in
connection therewith, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done as fully and to all intents and purposes as it might or
could do in person, hereby ratifying and confirming all that said attorney-in-
fact and agent or his substitute may lawfully do or cause to be done by virtue
hereof.
EXECUTED this 16 day of August, 1996.
/s/ William Becker
-----------------------------------
William W. Becker
<PAGE>
EXHIBIT 24.4
POWER OF ATTORNEY
(Mark L.Schneider)
The undersigned hereby makes, constitutes, and appoints KEITH HANCOCK his
true and lawful attorney-in-fact and agent, with full power of substitution, to
execute, deliver, and file with the Securities and Exchange Commission, for and
on his behalf, and in any and all capacities, Schedule 13Ds and Schedule 13Gs
under the Securities Exchange Act of 1934 relating to securities of Advance
Display Technologies, Inc., and any successor thereof, and any and all
amendments to such schedules, with all exhibits thereto and other documents in
connection therewith, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorney-in-
fact and agent or his substitute may lawfully do or cause to be done by virtue
hereof.
EXECUTED this 18 day of December, 1996.
/s/ Mark L. Schneider
-----------------------------------
Mark L. Schneider
<PAGE>
EXHIBIT 24.5
POWER OF ATTORNEY
(Jan E. Helen)
The undersigned hereby makes, constitutes, and appoints KEITH HANCOCK his
true and lawful attorney-in-fact and agent, with full power of substitution, to
execute, deliver, and file with the Securities and Exchange Commission, for and
on his behalf, and in any and all capacities, Schedule 13Ds and Schedule 13Gs
under the Securities Exchange Act of 1934 relating to securities of Advance
Display Technologies, Inc., and any successor thereof, and any and all
amendments to such schedules, with all exhibits thereto and other documents in
connection therewith, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorney-in-
fact and agent or his substitute may lawfully do or cause to be done by virtue
hereof.
EXECUTED this day of December, 1996.
--
/s/ Jan E. Helen
-----------------------------------
Jan E. Helen
<PAGE>
EXHIBIT 24.6
POWER OF ATTORNEY
(William J. Elsner)
The undersigned hereby makes, constitutes, and appoints KEITH HANCOCK his
true and lawful attorney-in-fact and agent, with full power of substitution, to
execute, deliver, and file with the Securities and Exchange Commission, for and
on his behalf, and in any and all capacities, Schedule 13Ds and Schedule 13Gs
under the Securities Exchange Act of 1934 relating to securities of Advance
Display Technologies, Inc., and any successor thereof, and any and all
amendments to such schedules, with all exhibits thereto and other documents in
connection therewith, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorney-in-
fact and agent or his substitute may lawfully do or cause to be done by virtue
hereof.
EXECUTED this day of December, 1996.
--
/s/ William J. Elsner
-----------------------------------
William J. Elsner
<PAGE>
EXHIBIT 24.7
POWER OF ATTORNEY
(J. Timothy Brittan)
The undersigned hereby makes, constitutes, and appoints KEITH HANCOCK his
true and lawful attorney-in-fact and agent, with full power of substitution, to
execute, deliver, and file with the Securities and Exchange Commission, for and
on his behalf, and in any and all capacities, Schedule 13Ds and Schedule 13Gs
under the Securities Exchange Act of 1934 relating to securities of Advance
Display Technologies, Inc., and any successor thereof, and any and all
amendments to such schedules, with all exhibits thereto and other documents in
connection therewith, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorney-in-
fact and agent or his substitute may lawfully do or cause to be done by virtue
hereof.
EXECUTED this day of August, 1996.
--
/s/ J. Timothy Britton
-----------------------------------
J. Timothy Brittan
<PAGE>
EXHIBIT 24.8
POWER OF ATTORNEY
(Bruce H.Etkin)
The undersigned hereby makes, constitutes, and appoints KEITH HANCOCK his
true and lawful attorney-in-fact and agent, with full power of substitution, to
execute, deliver, and file with the Securities and Exchange Commission, for and
on his behalf, and in any and all capacities, Schedule 13Ds and Schedule 13Gs
under the Securities Exchange Act of 1934 relating to securities of Advance
Display Technologies, Inc., and any successor thereof, and any and all
amendments to such schedules, with all exhibits thereto and other documents in
connection therewith, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorney-in-
fact and agent or his substitute may lawfully do or cause to be done by virtue
hereof.
EXECUTED this 19 day of August, 1996.
/s/ Bruce H. Etkin
-----------------------------------
Bruce H. Etkin
<PAGE>
EXHIBIT 24.9
POWER OF ATTORNEY
(Peregrine Investments)
The undersigned hereby makes, constitutes and appoints KEITH HANCOCK, its
true and lawful attorney-in-fact and agent, with full power of substitution to
execute, deliver and file with the Securities and Exchange Commission, for and
on its behalf, and in any and all capacities, Schedule 13Ds and Schedule 13G's
under the Securities Exchange Act of 1934 relating to securities of Advance
Display Technologies, Inc., and any successor thereof, and any and all
amendments to such schedules, with all exhibits thereto and other documents in
connection therewith, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done as fully and to all intents and purposes as it might or
could do in person, hereby ratifying and confirming all that said attorney-in-
fact and agent or his substitute may lawfully do or cause to be done by virtue
hereof.
EXECUTED this 3rd day of September, 1996.
PEREGRINE INVESTMENTS
By: /s/ Daryl Owen
-----------------------------------
Daryl Own
<PAGE>
EXHIBIT 24.10
POWER OF ATTORNEY
(Daryl H. Owen)
The undersigned hereby makes, constitutes, and appoints KEITH HANCOCK his
true and lawful attorney-in-fact and agent, with full power of substitution to
execute, deliver and file with the Securities and Exchange Commission, for and
on its behalf, and in any and all capacities, Schedule 13D's and Schedule 13G's
under the Securities Exchange Act of 1934 relating to securities of Advance
Display Technologies, Inc., and any successor thereof, and any and all
amendments to such schedules, with all exhibits thereto and other documents in
connection therewith, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorney-in-
fact and agent or his or her substitute may lawfully do or cause to be done by
virtue hereof.
EXECUTED this 19th day of December, 1996.
/s/ Daryl H. Owen
-------------------
Daryl H. Owen
<PAGE>
EXHIBIT 24.11
POWER OF ATTORNEY
(Lindsay D. Hooper)
The undersigned hereby makes, constitutes, and appoints KEITH HANCOCK his or
her true and lawful attorney-in-fact and agent, with full power of substitution,
to execute, deliver, and file with the Securities and Exchange Commission, for
and on his or her behalf, and in any and all capacities, Schedule 13Ds and
Schedule 13Gs under the Securities Exchange Act of 1934 relating to securities
of Advance Display Technologies, Inc., and any successor thereof, and any and
all amendments to such schedules, with all exhibits thereto and other documents
in connection therewith, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done as fully and to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said attorney-
in-fact and agent or his substitute may lawfully do or cause to be done by
virtue hereof.
EXECUTED this 4th day of November, 1996.
/s/ Lindsay D. Hooper
-----------------------------------
Lindsay D. Hooper
<PAGE>
EXHIBIT 24.12
POWER OF ATTORNEY
(James C. Gould)
The undersigned hereby makes, constitutes, and appoints KEITH HANCOCK his or
her true and lawful attorney-in-fact and agent, with full power of substitution,
to execute, deliver, and file with the Securities and Exchange Commission, for
and on his behalf, and in any and all capacities Schedule 13Ds and Schedule 13Gs
under the Securities Exchange Act of 1934 relating to securities of Advance
Display Technologies, Inc., and any successor thereof, and any and all
amendments to such schedules, with all exhibits thereto and other documents in
connection therewith, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done as fully and to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said attorney-
in-fact and agent or his substitute may lawfully do or cause to be done by
virtue hereof.
EXECUTED this 4 day of November, 1996.
/s/ James C. Gould
----------------------
James C. Gould
<PAGE>
EXHIBIT 24.13
POWER OF ATTORNEY
(John D. Seiver)
The undersigned hereby makes, constitutes, and appoints KEITH HANCOCK his
true and lawful attorney-in-fact and agent, with full power of substitution, to
execute, deliver, and file with the Securities and Exchange Commission, for and
on his behalf, and in any and all capacities, Schedule 13Ds and Schedule 13Gs
under the Securities Exchange Act of 1934 relating to securities of Advance
Display Technologies, Inc., and any successor thereof, and any and all
amendments to such schedules, with all exhibits thereto and other documents in
connection therewith, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorney-in-
fact and agent or his substitute may lawfully do or cause to be done by virtue
hereof.
EXECUTED this 16th day of August, 1996.
/s/ John D. Seiver
---------------------
John D. Seiver
<PAGE>
EXHIBIT 24.14
POWER OF ATTORNEY
(John P. Cole, Jr.)
The undersigned hereby makes, constitutes, and appoints KEITH HANCOCK his
true and lawful attorney-in-fact and agent, with full power of substitution, to
execute, deliver, and file with the Securities and Exchange Commission, for and
on his behalf, and in any and all capacities, Schedule 13Ds and Schedule 13Gs
under the Securities Exchange Act of 1934 relating to securities of Advance
Display Technologies, Inc., and any successor thereof, and any and all
amendments to such schedules, with all exhibits thereto and other documents in
connection therewith, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done as fully and to all intents and purposes as it might or
could do in person, hereby ratifying and confirming all that said attorney-in-
fact and agent or his substitute may lawfully do or cause to be done by virtue
hereof.
EXECUTED this 18 day of August, 1996.
/s/ John P. Cole, Jr.
-----------------------------------
John P. Cole, Jr.
