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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
SCHEDULE 13D
(AMENDMENT NO. 1)
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 (AMENDMENT NO. 1) 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
14,079,945
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 14,079,945
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THIS REPORTING PERSON
14,079,945
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.6%
14 TYPE OF REPORTING PERSON
PN
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CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 1) 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
8,459,458
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED 14,079,945
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 7,094,428
WITH
10 SHARED DISPOSITIVE POWER
14,079,945
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THIS REPORTING PERSON
15,444,975
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
86.2%
14 TYPE OF REPORTING PERSON
OO
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CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 1) 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
8,535,503
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED 14,079,945
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 7,170,473
WITH
10 SHARED DISPOSITIVE POWER
14,079,945
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THIS REPORTING PERSON
15,444,975
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
86.2%
14 TYPE OF REPORTING PERSON
IN
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CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 1) 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
5,398,148
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 5,398,148
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THIS REPORTING PERSON
5,398,148
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.5%
14 TYPE OF REPORTING PERSON
PN
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CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 1) 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
5,398,148
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 5,398,148
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THIS REPORTING PERSON
5,398,148
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.5%
14 TYPE OF REPORTING PERSON
IN
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CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 1) 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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CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 1) 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
2,509,132
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,509,132
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THIS REPORTING PERSON
2,509,132
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.5%
14 TYPE OF REPORTING PERSON
IN
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CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 1) 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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CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 1) 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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CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 1) 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 (AMENDMENT NO. 1) 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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CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 1) 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 (AMENDMENT NO. 1) 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 (AMENDMENT NO. 1) 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 (AMENDMENT NO. 1) 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 (AMENDMENT NO. 1) 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 (AMENDMENT NO. 1) 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
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<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 1) Page 19 of 54
This statement, dated January 29, 1997 ("Amendment No. 1"), constitutes
an amendment and complete restatement of the Schedule 13D, dated December 19,
1996, that was filed on behalf of the reporting persons (as defined in Item 2(a)
of this Amendment No. 1) on December 26, 1996, with respect to the common stock
of Advance Display Technologies, Inc. (the "Schedule 13D"). This Amendment No. 1
is filed in accordance with Rule 13d-2 of the Securities Exchange Act of 1934.
ITEM 1. SECURITY AND ISSUER.
- ----------------------------
The class of equity securities to which this Amendment No. 1 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 Amendment No. 1 is filed on behalf of each of the following
persons (the "reporting persons"), with respect to the Common Stock described in
this Amendment No. 1. 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 (AMENDMENT NO. 1) 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
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CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 1) 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.
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CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 1) 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).
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CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 1) 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 &
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CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 1) 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 (AMENDMENT NO. 1) 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
Amendment No. 1, 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 Amendment No. 1, all six
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CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 1) 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 Amendment No. 1.
(3) Between December 31, 1993, and January 23, 1997, 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 Class A Units that are convertible into 50,000
shares of the Common Stock and (ii) loaned $448,897 directly to Display Optics,
the outstanding principal balance of which is convertible into Class B
Units, /5/ and ultimately, into 3,413,637 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 Class B Units, 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 Class B Units, 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 Class B Units, 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 Class B Units
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 Class B Units, and ultimately, into shares
of the Common Stock.
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 1) 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 Class B Units, 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 Class B Units, 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 Class B Units, 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 1,365,030 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 (AMENDMENT NO. 1) 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 approximately 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 approximately 1,360,000 shares of the Common Stock). These
shares, together with approximately 5,000 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 (AMENDMENT NO. 1) 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 14,079,945 shares (78.59%) of the
Common Stock./6/ Display Optics' beneficial ownership of these shares results
from (i) Issuer's commitment in the Partnership Agreement, as amended by the
Revised First Amendment (hereinafter, the "Revised Partnership Agreement"), to
make capital contributions of 8,333 shares of the Common Stock for each Class A
Unit issued by Display Optics, 76,045 shares of the Common Stock for each Class
B Unit issued by Display Optics, and 2,000 shares of the Common Stock for each
Class C Unit issued by Display Optics and (ii) the subsequent issuance by
Display Optics of Class A Units and by Display Optics and Display Group of
promissory notes that are convertible into Class B Units.
As of the date of this Amendment No. 1, 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. In addition, as of the date of this
Amendment No. 1, promissory notes have been issued by Display Optics and Display
Group that are convertible into approximately 184.5 Class B Units./7/ Upon the
issuance by Display Optics of all such Class B Units, Issuer would be required
to contribute an additional 14,029,945 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 14,079,945 shares of the Common Stock.
The total number of shares of the Common Stock beneficially owned by all
reporting persons is 18,600,449 shares (88.97%). Display Optics disclaims
beneficial ownership of all such shares except for the shares of the 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.
- ----------------------
/6/As a precautionary measure, the shares of the Common Stock
reported as beneficially owned by Display Optics include shares of the Common
Stock related to promissory notes issued by Display Optics and Display Group
that are convertible into Class B Units. Upon the conversion of such promissory
notes into Class B Units, Issuer would be obligated to contribute shares of the
Common Stock to the capital of Display Optics (to enable Display Optics to
satisfy its obligation upon the exchange of the Class B Units by the unitholders
for shares of the Common Stock pursuant to the terms of the Partnership
Agreement, as amended by the Revised First Amendment). The filing and contents
of neither the Schedule 13D nor this Amendment No. 1 should be deemed as an
admission by any reporting person that Display Optics acquires beneficial
ownership of such shares prior to the actual issuance of such shares by Issuer
to Display Optics upon the issuance by Display Optics of the Class B Units.
/7/The Revised Partnership Agreement authorizes the issuance of 100 Class B
Units. The parties intend to cure this over allotment of Class B Unit conversion
rights by amending the Revised Partnership Agreement to provide for a greater
number of authorized Class B Units.
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 1) 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 15,444,975 shares (86.21%) of the
Common Stock, as described below:/8/
(a) As described in Item 3, Display Group currently holds the
sole power to vote the Replevin Shares (1,365,030 shares of the Common Stock).
(b) Display Group's beneficial ownership with respect to 14,079,945
shares of the Common Stock arises from its status as a general partner of
Display Optics. /9/ 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 described in paragraph (1) of
this Item 5 (including the over allotted Class B Units), would have the sole
power to vote and the sole power to dispose of the remaining 14,029,945 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
- -----------------------------
/8/ As a precautionary measure, the shares of the
Common Stock reported as beneficially owned by Display Group include shares
of the Common Stock related to promissory notes issued by Display Optics and
Display Group that are convertible into Class B Units. Upon the conversion of
such promissory notes into Class B Units, Issuer would be obligated to
contribute shares of the Common Stock to the capital of Display Optics (to
enable Display Optics to satisfy its obligation upon the exchange of the Class B
Units by the unitholders for shares of the Common Stock pursuant to the terms of
the Revised Partnership Agreement). The filing and contents of neither the
Schedule 13D nor this Amendment No. 1 should be deemed as an admission by any
reporting person that Display Group acquires beneficial ownership of such
shares prior to the actual issuance of such shares by Issuer to Display Optics
upon the issuance by Display Optics of the Class B Units.
/9/ See footnote 1.
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 1) 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 Revised Partnership Agreement 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")./10/ Upon
- -----------------------------
/10/ Prior to September 1, 1995, the conversion rate for Class B Units was
3,333 shares
(Continued)
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 1) 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 18,600,449 shares (88.97%). Display Group disclaims
beneficial ownership of all such shares except for the shares of the 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 15,444,975 shares (86.21%)
of the Common Stock, as described below:/11/
(a) Mr. Hancock's beneficial ownership with respect to
15,444,975 shares of the Common Stock arises from his position as the manager of
Display Group./12/ In his capacity as the manager of Display Group, Keith A.
Hancock: (i) currently holds the sole power to vote the Replevin Shares
(1,365,030 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 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 14,029,945 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).
- ----------------------------
/10/ (...continued)
of the Common Stock per unit. See discussion in paragraph (2) of Item 3.
/11/ As a precautionary measure, the
shares of the Common Stock reported as beneficially owned by Keith A. Hancock
include shares of the Common Stock related to promissory notes issued by Display
Optics and Display Group that are convertible into Class B Units. Upon the
conversion of such promissory notes into Class B Units, Issuer would be
obligated to contribute shares of the Common Stock to the capital of Display
Optics (to enable display Optics to satisfy its obligation upon the exchange of
the Class B Units by the unitholders for shares of the Common Stock pursuant to
the terms of the Revised Partnership Agreement). The filing and contents of
neither the Schedule 13D nor this Amendment No. 1 should be deemed as an
admission by any reporting person that Keith A. Hancock acquires beneficial
ownership of such shares prior to the actual issuance of such shares by Issuer
to Display Optics upon the issuance by Display Optics of the Class B Units.
/12/ See footnote 3.
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 1) 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 Revised Partnership Agreement,
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 Revised Partnership Agreement,
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 18,600,449 shares (88.97%). Mr. Hancock disclaims
beneficial ownership of all such shares except for the shares of the Common
Stock attributed to him in this paragraph (3).
(4) GS Holdings beneficially owns 5,398,148 shares (58.46%) 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, on December 29, 1996, each share of the Series B
Preferred stock became convertible, at any time, into one share of the Common
Stock. 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 (AMENDMENT NO. 1) 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
Revised Partnership Agreement 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
2,058,690 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
January 3, 1997 41,850
-------
Total: $270,720
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 Revised
Partnership Agreement, 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 2,058,690 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 (AMENDMENT NO.1) 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 Revised
Partnership Agreement, 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 Revised Partnership Agreement,
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 Revised
Partnership Agreement, GS Holdings may, at any time following such conversion,
elect to exchange its
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 1) 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 18,600,449 shares (88.97%). GS Holdings disclaims
beneficial ownership of all such shares except for the shares of the 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 5,398,148 shares (58.46%) 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
5,398,148 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 18,600,449 shares (88.97%). Mr. Schneider disclaims
beneficial ownership of all such shares except for the shares of the 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, on December 29, 1996, each share of the Series B
Preferred stock became convertible, at any time, into one share of the Common
Stock. 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 Revised Partnership Agreement, Mr. Becker may, at any time,
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 1) 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 Revised Partnership Agreement,
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 Revised
Partnership Agreement, 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 18,600,449 shares (88.97%). Mr. Becker disclaims
beneficial ownership of all such shares except for the shares of the Common
Stock attributed to him in this paragraph (6).
(7) Mark L. Schneider beneficially owns 2,509,132 shares (39.54%)
of the Common Stock, as described below:
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 1) 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, on December 29, 1996, each share of the Series B
Preferred stock became convertible, at any time, into one share of the Common
Stock. 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 Revised Partnership Agreement, 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
1,005,140 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
January 23, 1997 46,200
--------
Total: $132,177
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
Revised Partnership Agreement, 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 1,005,140 shares of the
Common Stock.
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 1) 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 Revised
Partnership Agreement, 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 Revised Partnership Agreement,
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 (AMENDMENT NO. 1) Page 40 of 54
The total number of shares of the Common Stock beneficially owned by
all reporting persons is 18,600,449 shares (88.97%). Mr. Schneider disclaims
beneficial ownership of all such shares except for the shares of the 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, on December 29, 1996, each share of the Series B
Preferred stock became convertible, at any time, into one share of the Common
Stock. 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 Revised Partnership Agreement, 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 Revised
Partnership Agreement, 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 (AMENDMENT NO. 1) 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 Revised Partnership Agreement,
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 Revised Partnership Agreement, 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 18,600,449 shares (88.97%). Mr. Helen disclaims beneficial
ownership of all such shares except for the shares of the 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, on December 29, 1996, each share of the Series B
Preferred stock became convertible, at any time, into one share of the Common
Stock. 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 (AMENDMENT NO. 1) Page 42 of 54
Display Optics in December 1993 for $6,250. Pursuant to the terms of the Revised
Partnership Agreement, 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 Revised
Partnership Agreement, 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 Revised
Partnership Agreement, 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 (AMENDMENT NO. 1) 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 18,600,449 shares (88.97%). Mr. Elsner disclaims beneficial
ownership of all such shares except for the shares of the 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, on December 29, 1996, each share of the Series B
Preferred stock became convertible, at any time, into one share of the Common
Stock. 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 Revised Partnership Agreement, 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 (AMENDMENT NO. 1) 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 Revised
Partnership Agreement, 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 Revised Partnership
Agreement, 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 18,600,449 shares (88.97%). Mr. Brittan disclaims
beneficial ownership of all such shares except for the shares of the 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 (AMENDMENT NO. 1) 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 Revised
Partnership Agreement, 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 Revised
Partnership Agreement, 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 18,600,449 shares (88.97%). Mr. Etkin disclaims beneficial
ownership of all such shares except for the shares of the 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 Revised Partnership
Agreement, Peregrine Investments may, at any time following such conversion,
elect to exchange its Class B Units
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 1) 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 18,600,449 shares (88.97%). Peregrine Investments disclaims
beneficial ownership of all such shares except for the shares of the 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 18,600,449 shares (88.97%). Mr. Owen disclaims beneficial
ownership of all such shares except for the shares of the 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 18,600,449 shares (88.97%). Mr. Hooper disclaims beneficial
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 1) Page 47 of 54
ownership of all such shares except for the shares of the 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 18,600,449 shares (88.97%). Mr. Gould disclaims beneficial
ownership of all such shares except for the shares of the 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 Revised Partnership Agreement, 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 18,600,449 shares (88.97%). Mr. Seiver disclaims beneficial
ownership of all such shares except for the shares of the 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 Revised Partnership Agreement, 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 (AMENDMENT NO. 1) 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 18,600,449 shares (88.97%). Mr. Cole disclaims beneficial
ownership of all such shares except for the shares of the 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 Revised Partnership Agreement, 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 Revised Partnership
Agreement 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. /13/ 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.
- ----------------------------
/13/ 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 (AMENDMENT NO. 1) 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. On December 29, 1996, each share of the Series B
Preferred stock became convertible, at any time, into one share of the Common
Stock.
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 (AMENDMENT NO. 1) Page 50 of 54
including an amendment converting the non-exclusive license into an exclusive,
perpetual, and world-wide license./14/
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./15/
As described in Item 5 of this Amendment No. 1, 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 Amendment No. 1, the following reporting
persons have loaned a total of $619,921 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 Amendment No. 1: (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
- ---------------------
/14/ 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.
/15/ 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 (AMENDMENT NO. 1) 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), (incorporated by reference, Schedule 13D, dated
December 19, 1996, filed on behalf of the reporting persons (as defined in Item
2(a) of this Amendment No. 1) on December 29, 1996, with respect to the common
stock of Advance Display Technologies, Inc.).
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), (incorporated by reference, Schedule 13D, dated
December 19, 1996, filed on behalf of the reporting persons (as defined in Item
2(a) of this Amendment No. 1) on December 29, 1996, with respect to the common
stock of Advance Display Technologies, Inc.).
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, (incorporated by reference,
Schedule 13D, dated December 19, 1996, filed on behalf of the reporting persons
(as defined in Item 2(a) of this Amendment No. 1) on December 29, 1996, with
respect to the common stock of Advance Display Technologies, Inc.).
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), (incorporated by
reference, Schedule 13D, dated December 19, 1996, filed on behalf of the
reporting persons (as defined in Item 2(a) of this Amendment No. 1) on December
29, 1996, with respect to the common stock of Advance Display Technologies,
Inc.).
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 Amendment No. 1 on its behalf, (incorporated
by reference, Schedule 13D, dated December 19, 1996, filed on behalf of the
reporting persons (as defined in Item 2(a) of this Amendment No. 1) on December
29, 1996, with respect to the common stock of Advance Display Technologies,
Inc.).
24.2 Power of Attorney of Gene W. Schneider granting Keith A. Hancock
the power to execute this Amendment No. 1 on his behalf, (incorporated by
reference, Schedule 13D, dated December 19, 1996, filed on behalf of the
reporting persons (as defined in Item 2(a) of this Amendment No. 1) on December
29, 1996, with respect to the common stock of Advance Display Technologies,
Inc.).
24.3 Power of Attorney of William W. Becker granting Keith A. Hancock
the power to execute this Amendment No. 1 on his behalf, (incorporated by
reference, Schedule 13D, dated December 19, 1996, filed on behalf of the
reporting persons (as defined in Item 2(a) of this Amendment No. 1) on December
29, 1996, with respect to the common stock of Advance Display Technologies,
Inc.).
24.4 Power of Attorney of Mark L. Schneider granting Keith A. Hancock
the power to execute this Amendment No. 1 on his behalf, (incorporated by
reference, Schedule 13D, dated December 19, 1996, filed on behalf of the
reporting persons (as defined in Item 2(a) of this Amendment No. 1) on December
29, 1996, with respect to the common stock of Advance Display Technologies,
Inc.).
24.5 Power of Attorney of Jan E. Helen granting Keith A. Hancock the
power to execute this Amendment No. 1 on his behalf, (incorporated by reference,
Schedule 13D, dated December 19, 1996, filed on behalf of the reporting persons
(as defined in Item 2(a) of this Amendment No. 1) on December 29, 1996, with
respect to the common stock of Advance Display Technologies, Inc.).
24.6 Power of Attorney of William J. Elsner granting Keith A. Hancock
the power to execute this Amendment No. 1 on his behalf, (incorporated by
reference, Schedule 13D, dated December 19, 1996, filed on behalf of the
reporting persons (as defined in Item 2(a) of this Amendment No. 1) on December
29, 1996, with respect to the common stock of Advance Display Technologies,
Inc.).
24.7 Power of Attorney of J. Timothy Brittan granting Keith A. Hancock the
power to execute this Amendment No. 1 on his behalf, (incorporated by reference,
Schedule 13D, dated December 19, 1996, filed on behalf of the reporting persons
(as defined in Item 2(a) of this Amendment No. 1) on December 29, 1996, with
respect to the common stock of Advance Display Technologies, Inc.).
24.8 Power of Attorney of Bruce H. Etkin granting Keith A. Hancock the
power to execute this Amendment No. 1 on his behalf, (incorporated by reference,
Schedule 13D, dated December 19, 1996, filed on behalf of the reporting persons
(as defined in Item 2(a) of this Amendment No. 1) on December 29, 1996, with
respect to the common stock of Advance Display Technologies, Inc.).
24.9 Power of Attorney of Peregrine Investments granting Keith A. Hancock
the power to execute this Amendment No. 1 on its behalf, (incorporated by
reference, Schedule 13D, dated December 19, 1996, filed on behalf of the
reporting persons (as defined in Item 2(a) of this Amendment No. 1) on December
29, 1996, with respect to the common stock of Advance Display Technologies,
Inc.).
24.10 Power of Attorney of Daryl H. Owen granting Keith A. Hancock the
power to execute this Amendment No. 1 on his behalf, (incorporated by reference,
Schedule 13D, dated December 19, 1996, filed on behalf of the reporting persons
(as defined in Item 2(a) of this Amendment No. 1) on December 29, 1996, with
respect to the common stock of Advance Display Technologies, Inc.).
24.11 Power of Attorney of Lindsay D. Hooper granting Keith A. Hancock
the power to execute this Amendment No. 1 on his behalf, (incorporated by
reference, Schedule 13D, dated December 19, 1996, filed on behalf of the
reporting persons (as defined in Item 2(a) of this Amendment No. 1) on December
29, 1996, with respect to the common stock of Advance Display Technologies,
Inc.).
24.12 Power of Attorney of James C. Gould granting Keith A. Hancock the
power to execute this Amendment No. 1 on his behalf, (incorporated by reference,
Schedule 13D, dated December 19, 1996, filed on behalf of the reporting persons
(as defined in Item 2(a) of this Amendment No. 1) on December 29, 1996, with
respect to the common stock of Advance Display Technologies, Inc.).
24.13 Power of Attorney of John D. Seiver granting Keith A. Hancock the
power to execute this Amendment No.1 on his behalf, (incorporated by reference,
Schedule 13D, dated December 19, 1996, filed on behalf of the reporting persons
(as defined in Item 2(a) of this Amendment No. 1) on December 29, 1996, with
respect to the common stock of Advance Display Technologies, Inc.).
24.14 Power of Attorney of John P. Cole, Jr. granting Keith A. Hancock
the power to execute this Amendment No. 1 on his behalf, (incorporated by
reference, Schedule 13D, dated December 19, 1996, filed on behalf of the
reporting persons (as defined in Item 2(a) of this Amendment No. 1) on December
29, 1996, with respect to the common stock of Advance Display Technologies,
Inc.).
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 1) 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 Amendment No. 1 is true,
complete, and correct.
Dated: January 29, 1997.
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 (AMENDMENT NO. 1) 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 (AMENDMENT NO. 1) Page 54 of 54
*** By: /s/ Keith A. Hancock
---------------------------------
Keith A. Hancock, attorney-in-fact
