<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
SCHEDULE 13D
(AMENDMENT NO. 2)
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)
February 28, 1997
- --------------------------------------------------------------------------------
(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].
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 2) Page 2 of 44
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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
14,898,296
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 14,898,296
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THIS REPORTING PERSON
14,898,296
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
79.5%
14 TYPE OF REPORTING PERSON
PN
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<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 2) Page 3 of 44
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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
8,809,458
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED 14,898,296
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 7,444,428
WITH
10 SHARED DISPOSITIVE POWER
14,898,296
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THIS REPORTING PERSON
16,613,326
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
88.7%
14 TYPE OF REPORTING PERSON
OO
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<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 2) Page 4 of 44
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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
8,885,154
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED 14,898,296
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 7,520,124
WITH
10 SHARED DISPOSITIVE POWER
14,898,296
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THIS REPORTING PERSON
16,613,326
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
88.7%
14 TYPE OF REPORTING PERSON
IN
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<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 2) Page 5 of 44
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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
5,375,532
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 5,375,532
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THIS REPORTING PERSON
5,375,532
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.4%
14 TYPE OF REPORTING PERSON
PN
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<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 2) Page 6 of 44
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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
<TABLE>
<CAPTION>
<S> <C>
7 SOLE VOTING POWER
5,375,532
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 5,375,532
WITH
10 SHARED DISPOSITIVE POWER
-0-
</TABLE>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THIS REPORTING PERSON
5,375,532
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.4%
14 TYPE OF REPORTING PERSON
IN
______________________________________________________________________________
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 2) Page 7 of 44
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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
<TABLE>
<CAPTION>
<S> <C>
7 SOLE VOTING POWER
1,864,717
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,864,717
WITH
10 SHARED DISPOSITIVE POWER
-0-
</TABLE>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THIS REPORTING PERSON
1,864,717
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.7%
14 TYPE OF REPORTING PERSON
IN
______________________________________________________________________________
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 2) Page 8 of 44
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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
<TABLE>
<CAPTION>
<S> <C>
7 SOLE VOTING POWER
2,497,650
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,497,650
WITH
10 SHARED DISPOSITIVE POWER
-0-
</TABLE>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THIS REPORTING PERSON
2,497,650
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.4%
14 TYPE OF REPORTING PERSON
IN
______________________________________________________________________________
<PAGE>
CUSIP NO. 00742306 SCHEDULE 13D (AMENDMENT NO. 2) Page 9 of 44
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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
1,122,467
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,122,467
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THIS REPORTING PERSON
1,122,467
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.6%
14 TYPE OF REPORTING PERSON
IN
______________________________________________________________________________
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 2) Page 10 of 44
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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
1,122,482
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,122,482
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THIS REPORTING PERSON
1,122,482
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.6%
14 TYPE OF REPORTING PERSON
IN
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<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 2) Page 11 of 44
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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
1,003,306
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,003,306
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THIS REPORTING PERSON
1,003,306
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.5%
14 TYPE OF REPORTING PERSON
IN
______________________________________________________________________________
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 2) Page 12 of 44
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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
3,232,597
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 3,232,597
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THIS REPORTING PERSON
3,232,597
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.7%
14 TYPE OF REPORTING PERSON
IN
______________________________________________________________________________
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 2) Page 13 of 44
- --------------------------------------------------------------------------------
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
756,967
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 756,967
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THIS REPORTING PERSON
756,967
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. 2) Page 14 of 44
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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 756,967
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
756,967
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THIS REPORTING PERSON
756,967
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. 2) Page 15 of 44
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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 756,967
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
756,967
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THIS REPORTING PERSON
756,967
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. 2) Page 16 of 44
- --------------------------------------------------------------------------------
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 756,967
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
756,967
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THIS REPORTING PERSON
756,967
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. 2) Page 17 of 44
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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
118,280
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 118,280
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THIS REPORTING PERSON
118,280
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
14 TYPE OF REPORTING PERSON
IN
- ---------------------------------------------------------------------------
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 2) Page 18 of 44
- --------------------------------------------------------------------------------
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
884,076
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 884,076
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THIS REPORTING PERSON
884,076
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.7%
14 TYPE OF REPORTING PERSON
IN
- ---------------------------------------------------------------------------
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 1) Page 19 of 44
This statement, dated March 13, 1997 ("Amendment No. 2"), filed on
behalf of the reporting persons (as defined in Item 2(a) of the Amendment No. 1)
constitutes Amendment No. 2 of the Schedule 13D, with respect to the common
stock of Advance Display Technologies, Inc. This Amendment No. 2 is filed in
accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended.
It shall refer only to information which has materially changed since the filing
of Amendment No. 1. All capitalized terms used herein and otherwise undefined
shall have the meanings described thereto in Schedule 13D and Amendment No. 1.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
- ----------------------------------------------------------
The following two paragraphs are added to the end of paragraph (3) of Item
3:
(3) On February 28, 1997, J. Timothy Brittan loaned $20,000 directly
to Display Optics, the outstanding principal balance of which is convertible
into Class B Units, and ultimately, into 152,090 shares of the Common Stock.
Mr. Brittan used his own funds to make the investment described in the preceding
sentence.
On March 11, 1997, Jan E. Helen and William J. Elsner each loaned
$25,000 directly to Display Optics, the outstanding principal balance of which
is each convertible into Class B Units, and ultimately, into 190,113 shares of
the Common Stock each. Both Mr. Helen and Mr. Elsner used their own funds to
make the investment described in the preceding sentence.
The following new paragraphs (10) and (11) are added to Item 3, following
the end of paragraph (9):
(10) On February 28, 1997, John P. Cole loaned $41,600 directly to
Display Optics, the outstanding principal balance of which is convertible into
Class B Units, and ultimately, into 316,347 shares of the Common Stock. Mr.
Cole used his own funds to make the investment described in the preceding
sentence.
(11) On February 28, 1997, John D. Seiver loaned $5,600 directly to
Display Optics, the outstanding principle balance of which is convertible into
Class B Units, and ultimately, into 42,585 shares of Common Stock. Mr. Seiver
used his own funds to make the investment described in the preceding sentence.
The following additions are added to the end of Item 3:
The Litigation has been pursued by Display Group for the benefit of Display
Optics. Any recovery from the Litigation, including the Replevin Shares if
awarded, will be held by Display Optics.
Upon the execution of the Settlement Agreement and Release dated March 12,
1997, effective as of February 28, 1997 (the "Settlement Agreement"), signed by
the Issuer,
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 2) Page 20 of 44
Display Optics and Display Group (collectively, the "Plaintiffs") and Visual
Optics, Inc., Michael A. Nixon and Jeffory D. Blackard (collectively, the
"Defendants"), the Defendants agreed to transfer simultaneously 350,000 shares
of Common Stock to Display Group.
The Settlement Agreement was signed for purposes of settling all claims and
controversies between the Plaintiffs and the Defendants arising out of the civil
action filed in the United States District Court for the district of Colorado,
Civil Action No. 96-D-1616, captioned as: ADVANCE DISPLAY TECHNOLOGIES, INC., a
Colorado corporation, DISPLAY OPTICS, LTD., a Colorado limited partnership, and
DISPLAY GROUP, LLC, a Colorado limited liability company v. VISUAL OPTICS, INC.,
a Texas corporation, MICHAEL A. NIXON and JEFFORY D. BLACKARD (the "Visual
Optics Litigation"). The Visual Optics Litigation resulted from a dispute
regarding the exclusivity of a license granted to the Issuer by the Defendants
and a related letter agreement of February 9, 1995. Pursuant to the Settlement
Agreement, Display Group paid $41,000 to the Defendants, the Plaintiffs released
claims against the Defendants, and Display Optics transferred certain phone and
telecopy equipment to the Defendants. In return, the Defendants granted releases
to the Plaintiffs, returned certain computer equipment to Display Optics,
assigned a patent relating to the disputed technology to Issuer, and transferred
the 350,000 shares of Common Stock to Display Group.
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 2) Page 21 of 44
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
- ---------------------------------------------
ITEM 5 IS AMENDED TO READ IN ITS ENTIRETY AS FOLLOWS:
(1) DISPLAY OPTICS COULD ACQUIRE 14,898,296 SHARES (79.52%) OF THE COMMON
STOCK./1/ DISPLAY OPTICS' POSSIBLE 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. 2, 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. 2, PROMISSORY NOTES HAVE BEEN ISSUED BY DISPLAY OPTICS AND
DISPLAY GROUP THAT ARE CONVERTIBLE INTO APPROXIMATELY 195.26 CLASS B UNITS./2/
UPON THE ISSUANCE BY DISPLAY OPTICS OF ALL SUCH CLASS B UNITS, ISSUER WOULD BE
REQUIRED TO CONTRIBUTE AN ADDITIONAL 14,848,296 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 14,898,296 SHARES OF THE COMMON STOCK.
THE TOTAL NUMBER OF SHARES OF THE COMMON STOCK BENEFICIALLY OWNED BY ALL
REPORTING PERSONS IS 19,768,800 SHARES (90.99%). DISPLAY OPTICS DISCLAIMS
BENEFICIAL
- ----------------------
/1/ AS A PRECAUTIONARY MEASURE, THE SHARES OF THE COMMON STOCK REPORTED AS
POTENTIALLY 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 THE SCHEDULE 13D AND ANY AMENDMENTS THERETO SHOULD NOT BE DEEMED TO BE 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.
/2/ 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. 2) Page 22 of 44
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.
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 POSSIBLE BENEFICIAL OWNERSHIP OF THE COMMON STOCK IS
DESCRIBED IN PARAGRAPH (2) OF THIS ITEM 5.
KEITH A. HANCOCK'S POSSIBLE BENEFICIAL OWNERSHIP OF THE COMMON STOCK IS
DESCRIBED IN PARAGRAPH (3) OF THIS ITEM 5.
(2) DISPLAY GROUP POTENTIALLY BENEFICIALLY OWNS 16,613,326 SHARES (88.68%)
OF THE COMMON STOCK, AS DESCRIBED BELOW:/3/
(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 POSSIBLE BENEFICIAL OWNERSHIP WITH RESPECT TO
14,898,296 SHARES OF THE COMMON STOCK ARISES FROM ITS STATUS AS A GENERAL
PARTNER OF DISPLAY OPTICS./4/ 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
14,848,296 SHARES OF THE COMMON STOCK BENEFICIALLY OWNED BY DISPLAY OPTICS.
- ----------
/3/ 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 THE SCHEDULE 13D AND ANY AMENDMENTS THERETO SHOULD
NOT BE DEEMED TO BE 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.
/4/ SEE FOOTNOTE 1.
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 2) Page 23 of 44
(C) DISPLAY GROUP'S POSSIBLE 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
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
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 2) Page 24 of 44
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")./5/ UPON 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.
(D) DISPLAY GROUP'S BENEFICIAL OWNERSHIP WITH RESPECT TO 350,000
SHARES OF THE COMMON STOCK WAS TRANSFERRED TO DISPLAY GROUP FROM DEFENDANTS AS A
RESULT OF THE NIXON LITIGATION, AND DISPLAY GROUP HAS THE SOLE POWER TO VOTE AND
THE SOLE POWER TO DISPOSE OF THESE SHARES.
THE TOTAL NUMBER OF SHARES OF THE COMMON STOCK BENEFICIALLY OWNED BY ALL
REPORTING PERSONS IS 19,768,800 SHARES (90.99%). 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 POSSIBLE BENEFICIAL OWNERSHIP OF THE COMMON STOCK IS
DESCRIBED IN PARAGRAPH (3) OF THIS ITEM 5.
(3) KEITH A. HANCOCK POTENTIALLY BENEFICIALLY OWNS 16,613,326 SHARES
(88.68%) OF THE COMMON STOCK, AS DESCRIBED BELOW:/6/
(A) MR. HANCOCK'S POSSIBLE BENEFICIAL OWNERSHIP WITH RESPECT TO
16,613,326 SHARES OF THE COMMON STOCK ARISES FROM HIS POSITION AS THE MANAGER OF
DISPLAY
- -------------
/5/ PRIOR TO SEPTEMBER 1, 1995, THE CONVERSION RATE FOR CLASS B UNITS WAS
3,333 SHARES OF THE COMMON STOCK PER UNIT. SEE DISCUSSION IN PARAGRAPH (2) OF
ITEM 3.
/6/ AS A PRECAUTIONARY MEASURE, THE SHARES OF THE COMMON STOCK REPORTED AS
POTENTIALLY 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 THE SCHEDULE 13D AND ANY AMENDMENTS
THERETO SHOULD NOT BE DEEMED TO BE 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.
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 2) Page 25 of 44
GROUP./7/ 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 14,848,296 SHARES OF
THE COMMON STOCK BENEFICIALLY OWNED BY DISPLAY OPTICS, (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), AND (V) CURRENTLY HOLDS THE SOLE POWER TO VOTE AND THE SOLE POWER TO
DISPOSE OF 350,000 SHARES RECEIVED BY DISPLAY GROUP AS THE RESULT OF THE NIXON
LITIGATION.
(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 37,673 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. EFFECTIVE AS OF FEBRUARY 13, 1997, MR. HANCOCK CONVERTED $45.77
OF THE PRINCIPAL AMOUNT OF THIS LOAN INTO A 0.4577% MEMBERSHIP INTEREST IN
DISPLAY GROUP PURSUANT TO THE TERMS OF THE LOAN. UPON CONVERSION OF THE
REMAINING PRINCIPAL AMOUNT 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 37,673 SHARES OF THE COMMON STOCK, ALL OF WHICH ARE INCLUDED AMONG
THE SHARES DESCRIBED IN PARAGRAPH 3(A) OF THIS ITEM 5.
- ----------
/7/ SEE FOOTNOTE 3.
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 2) Page 26 of 44
THE TOTAL NUMBER OF SHARES OF THE COMMON STOCK BENEFICIALLY OWNED BY ALL
REPORTING PERSONS IS 19,768,800 SHARES (90.99%). 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 5,375,532 SHARES (58.36%) 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.
(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
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 2) Page 27 of 44
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 975,551 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:
<TABLE>
<S> <C>
DATE ORIGINAL PRINCIPAL AMOUNT
---- -------------------------
DECEMBER 15, 1995 $ 61,260
MAY 22, 1996 70,000
--------
TOTAL: $131,260
</TABLE>
PURSUANT TO THE TERM S OF EACH SUCH LOAN, GS HOLDINGS MAY, AT ANY
TIME, ELECT TO CONVERT THE OUTSTANDI NG PRINCIPAL BALANCE OF THE LOAN INTO CLASS
B UNITS AT THE LOAN CONVERSION R ATE. PURSUANT TO THE TERMS OF THE REVISED
PARTNERSHIP AGREEMENT, GS HOLD INGS 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. , AND THE EXCH EFFECTIVE AS OF FEBRUARY 13,
1997, GS HOLDING CONVERTED $2,974.31 OF THE PRINCIPAL AMOUNT OF ITS LOANS INTO
A 29.7431% MEMBERSHIP INTEREST I N DISPLAY GROUP PURSUANT TO THE TERMS OF THE
LOANS. UPON CONVERSION OF THE REMAINING PRINCIPAL AMOUNT OF ITS LOANS ANGE OF
THE RESULTANT CLASS B UNITS, GS HOLDINGS WOULD HAVE THE SOLE POWER TO VOTE AND
THE SOLE POWER TO DISPOSE OF 975,551 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:
<TABLE>
<S> <C>
DATE GUARANTY AMOUNT
---- ---------------
MARCH 10, 1995 $ 68,750
MAY 30, 1996 79,143
--------
TOTAL: $147,893
</TABLE>
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
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 2) Page 28 of 44
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 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 19,768,800 SHARES (90.99%). 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 5,375,532 SHARES (58.36%) 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
5,375,532 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 19,768,800 SHARES (90.99%). 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 1,864,717 SHARES (32.71%) 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.
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 2) Page 29 of 44
(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, 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 952,258 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:
<TABLE>
<S> <C>
DATE ORIGINAL PRINCIPAL AMOUNT
---- -------------------------
JUNE 30, 1995 $ 68,750
DECEMBER 18, 1995 57,600
--------
TOTAL: $126,350
</TABLE>
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. EFFECTIVE FEBRUARY, 1997, MR. BECKER
CONVERTED $1,127.48 OF THE PRINCIPAL AMOUNT OF THESE LOANS INTO A 11.2748%
MEMBERSHIP INTEREST IN DISPLAY GROUP PURSUANT TO THE TERMS OF THE LOANS. UPON
CONVERSION OF THE REMAINING PRINCIPAL AMOUNT 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 952,258 SHARES OF THE COMMON STOCK.
THE TOTAL NUMBER OF SHARES OF THE COMMON STOCK BENEFICIALLY OWNED BY ALL
REPORTING PERSONS IS 19,768,800 SHARES (90.99%). MR. BECKER DISCLAIMS
BENEFICIAL OWNERSHIP OF ALL SUCH SHARES EXCEPT FOR THE SHARES OF THE COMMON
STOCK ATTRIBUTED TO HIM IN THIS PARAGRAPH (6).
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 2) Page 30 of 44
(7) MARK L. SCHNEIDER BENEFICIALLY OWNS 2,497,650 SHARES (39.43%) OF THE
COMMON STOCK, AS DESCRIBED BELOW:
(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. 2) Page 31 of 44
(D) MR. SCHNEIDER'S BENEFICIAL OWNERSHIP WITH RESPECT TO 482,201
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:
<TABLE>
<S> <C>
DATE ORIGINAL PRINCIPAL AMOUNT
---- -------------------------
SEPTEMBER 1, 1995 $20,000
DECEMBER 13, 1995 34,920
MARCH 25, 1996 10,000
-------
TOTAL: $64,920
</TABLE>
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. EFFECTIVE AS OF FEBRUARY 13, 1997, MR.
SCHNEIDER CONVERTED $1,510.14 OF THE PRINCIPAL AMOUNT OF THESE LOANS INTO A
15.1014% MEMBERSHIP INTEREST IN DISPLAY GROUP PURSUANT TO THE TERMS OF THE
LOANS. UPON CONVERSION OF THE REMAINING PRINCIPAL AMOUNT 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 482,201 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:
<TABLE>
<S> <C>
DATE GUARANTY AMOUNT
---- ---------------
MARCH 10, 1995 $34,375
MAY 30, 1996 48,487
-------
TOTAL: $82,862
</TABLE>
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.
THE TOTAL NUMBER OF SHARES OF THE COMMON STOCK BENEFICIALLY OWNED BY ALL
REPORTING PERSONS IS 19,768,800 SHARES (90.99%). MR. SCHNEIDER DISCLAIMS
BENEFICIAL
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 2) Page 32 of 44
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 1,122,467 SHARES (22.64%) 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 266,158 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:
<TABLE>
<S> <C>
DATE ORIGINAL PRINCIPAL AMOUNT
---- -------------------------
DECEMBER 8, 1994 $ 5,000
FEBRUARY 6, 1995 5,000
MARCH 11, 1997 25,000
-------
TOTAL: $35,000
</TABLE>
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 266,158
SHARES OF THE COMMON STOCK.
(D) MR. HELEN'S BENEFICIAL OWNERSHIP WITH RESPECT TO 214,721 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
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 2) Page 33 of 44
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. EFFECTIVE AS OF FEBRUARY 13, 1997, MR. HELEN
CONVERTED $563.74 OF THE PRINCIPAL AMOUNT OF THIS LOAN INTO A 5.6374% MEMBERSHIP
INTEREST IN DISPLAY GROUP PURSUANT TO THE TERMS OF THE LOAN. UPON CONVERSION OF
THE REMAINING PRINCIPAL AMOUNT 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 214,721 SHARES OF THE COMMON STOCK.
(E) MR. HELEN'S BENEFICIAL OWNERSHIP WITH RESPECT TO 214,721 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 19,768,800 SHARES (90.99%). 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 1,122,482 SHARES (22.64%) 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 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.
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 2) Page 34 of 44
(C) MR. ELSNER'S BENEFICIAL OWNERSHIP WITH RESPECT TO 266,158 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:
<TABLE>
<S> <C>
DATE ORIGINAL PRINCIPAL AMOUNT
---- -------------------------
NOVEMBER 21, 1994 $ 5,000
DECEMBER 27, 1994 5,000
MARCH 11, 1997 25,000
-------
TOTAL: $35,000
</TABLE>
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
266,158 SHARES OF THE COMMON STOCK.
(D) MR. ELSNER'S BENEFICIAL OWNERSHIP WITH RESPECT TO 476,141 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:
<TABLE>
<S> <C>
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
</TABLE>
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 CLASS B EXCHANGE RATE. EFFECTIVE AS OF FEBRUARY 13, 1997, MR.
ELSNER CONVERTED $563.75 OF THE PRINCIPAL AMOUNT OF THESE LOANS INTO A 5.6375%
MEMBERSHIP INTEREST IN DISPLAY GROUP PURSUANT TO THE TERMS OF THE LOANS. UPON
CONVERSION OF THE REMAINING PRINCIPAL AMOUNT 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 476,141 SHARES OF THE COMMON STOCK.
THE TOTAL NUMBER OF SHARES OF THE COMMON STOCK BENEFICIALLY OWNED BY ALL
REPORTING PERSONS IS 19,768,800 SHARES (90.99%). MR. ELSNER DISCLAIMS
BENEFICIAL
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 2) Page 35 of 44
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 1,003,306 SHARES (21.46%) 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 197,717 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:
<TABLE>
<S> <C>
DATE ORIGINAL PRINCIPAL AMOUNT
---- -------------------------
FEBRUARY 1, 1995 $ 2,000
AUGUST 21, 1995 4,000
FEBRUARY 28, 1997 20,000
-------
TOTAL: $26,000
</TABLE>
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
197,717 SHARES OF THE COMMON STOCK.
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 2) Page 36 of 44
(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 19,768,800 SHARES (90.99%). 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 3,232,597 SHARES (45.73%) 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
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.
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 2) Page 37 of 44
(B) MR. ETKIN'S BENEFICIAL OWNERSHIP WITH RESPECT TO 1,970,067 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:
<TABLE>
<S> <C>
DATE ORIGINAL PRINCIPAL AMOUNT
---- -------------------------
SEPTEMBER 27, 1995 $200,000
DECEMBER 11, 1995 61,020
--------
TOTAL: $261,020
</TABLE>
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. EFFECTIVE AS OF FEBRUARY 13, 1997, MR.
ETKIN CONVERTED $1,954.48 OF THE PRINCIPAL AMOUNT OF THESE LOANS INTO A 19.5448%
MEMBERSHIP INTEREST IN DISPLAY GROUP PURSUANT TO THE TERMS OF THE LOANS. UPON
CONVERSION OF THE REMAINING PRINCIPAL AMOUNT 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 1,970,067 SHARES OF THE COMMON STOCK.
THE TOTAL NUMBER OF SHARES OF THE COMMON STOCK BENEFICIALLY OWNED BY ALL
REPORTING PERSONS IS 19,768,800 SHARES (90.99%). 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 756,967 SHARES (16.48%) 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 AT THE CLASS B EXCHANGE RATE. EFFECTIVE AS OF
FEBRUARY 13, 1997, PEREGRINE INVESTMENTS CONVERTED $457.68 OF THE PRINCIPAL
AMOUNT OF ITS LOAN INTO A 4.5768% MEMBERSHIP INTEREST IN DISPLAY GROUP PURSUANT
TO THE TERMS OF THE LOAN. UPON CONVERSION OF THE REMAINING PRINCIPAL AMOUNT 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 756,967
SHARES OF THE COMMON STOCK.
THE TOTAL NUMBER OF SHARES OF THE COMMON STOCK BENEFICIALLY OWNED BY ALL
REPORTING PERSONS IS 19,768,800 SHARES (90.99%). PEREGRINE INVESTMENTS
DISCLAIMS BENEFICIAL OWNERSHIP OF ALL SUCH SHARES EXCEPT FOR THE SHARES OF THE
COMMON STOCK ATTRIBUTED TO IT IN THIS PARAGRAPH (12).
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 2) Page 38 of 44
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 756,967 SHARES (16.48%) 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 756,967 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 19,768,800 SHARES (90.99%). 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 756,967 SHARES (16.48%) 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 756,967 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 19,768,800 SHARES (90.99%). MR. HOOPER DISCLAIMS
BENEFICIAL 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 756,967 SHARES (16.48%) 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 756,967 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 19,768,800 SHARES (90.99%). MR. GOULD DISCLAIMS BENEFICIAL
OWNERSHIP
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 2) Page 39 of 44
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 118,280 SHARES (2.99%) OF THE COMMON
STOCK, AS DESCRIBED BELOW:
(A) MR. SEIVER'S BENEFICIAL OWNERSHIP WITH RESPECT TO 42,585 SHARES OF
THE COMMON STOCK ARISES FROM A LOAN IN THE ORIGINAL PRINCIPAL AMOUNT OF $5,600
MADE BY MR. SEIVER TO DISPLAY OPTICS ON FEBRUARY 28, 1997. PURSUANT TO THE
TERMS OF SUCH 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 LOANS, 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 42,585 SHARES OF THE COMMON
STOCK.
(B) MR. SEIVER'S BENEFICIAL OWNERSHIP WITH RESPECT TO 75,695 SHARES OF
THE COMMON STOCK 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. EFFECTIVE AS OF FEBRUARY 13, 1997, MR. SEIVER CONVERTED
$45.77 OF THE PRINCIPAL AMOUNT OF THIS LOAN INTO A 0.4577% MEMBERSHIP INTEREST
IN DISPLAY GROUP PURSUANT TO THE TERMS OF THE LOAN. UPON CONVERSION OF THE
REMAINING PRINCIPAL AMOUNT 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 75,695 SHARES OF THE COMMON STOCK.
THE TOTAL NUMBER OF SHARES OF THE COMMON STOCK BENEFICIALLY OWNED BY ALL
REPORTING PERSONS IS 19,768,800 SHARES (90.99%). 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 884,076 SHARES (18.73%) OF THE
COMMON STOCK, AS DESCRIBED BELOW:
(A) MR. COLE'S BENEFICIAL OWNERSHIP WITH RESPECT TO 316,347 SHARES OF
THE COMMON STOCK ARISES FROM A LOAN IN THE ORIGINAL PRINCIPAL AMOUNT OF $41,600
MADE BY MR. COLE TO DISPLAY OPTICS ON FEBRUARY 28, 1997. PURSUANT TO THE TERMS
OF SUCH 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
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 2) Page 40 of 44
THE EXCHANGE OF THE RESULTANT CLASS B UNITS, MR. COLE WOULD HAVE THE SOLE POWER
TO VOTE AND THE SOLE POWER TO DISPOSE OF 316,347 SHARES OF THE COMMON STOCK.
(B) MR. COLE'S BENEFICIAL OWNERSHIP WITH RESPECT TO 567,729 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.
EFFECTIVE AS OF FEBRUARY 13, 1997, MR. COLE CONVERTED $343.26 OF THE PRINCIPAL
AMOUNT OF THIS LOAN INTO A 3.4326% MEMBERSHIP INTEREST IN DISPLAY GROUP PURSUANT
TO THE TERMS OF THE LOAN. UPON CONVERSION OF THE REMAINING PRINCIPAL AMOUNT OF
HIS LOAN, AND THE EXCHANGE OF THE RESULTANT CLASS B UNITS, MR. COLE WOULD HAVE
THE SOLE POWER TO VOTE AND THE SOLE POWER TO DISPOSE OF 567,729 SHARES OF THE
COMMON STOCK.
THE TOTAL NUMBER OF SHARES OF THE COMMON STOCK BENEFICIALLY OWNED BY ALL
REPORTING PERSONS IS 19,768,800 SHARES (90.99%). MR. COLE DISCLAIMS BENEFICIAL
OWNERSHIP OF ALL SUCH SHARES EXCEPT FOR THE SHARES OF THE COMMON STOCK
ATTRIBUTED TO HIM IN THIS PARAGRAPH (17).
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO.2) Page 41 of 44
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
- ------------------------------------------------------------------------------
TO SECURITIES OF THE ISSUER.
- ---------------------------
PARAGRAPH 7 OF ITEM 6 IS AMENDED TO READ: AS DESCRIBED IN ITEM 5 OF
THIS AMENDMENT NO. 2, THE FOLLOWING REPORTING PERSONS HAVE LOANED A TOTAL OF
$737,121 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,
KEITH A. HANCOCK, JOHN D. SEIVER, AND JOHN P. COLE.
THE FOLLOWING IS ADDED TO THE END OF ITEM 6:
PURSUANT TO THE CONVERSION OF DEBT AND AMENDMENT OF OPERATING AGREEMENT,
EFFECTIVE AS OF FEBRUARY 13, 1997, GS HOLDINGS, WILLIAM W. BECKER, MARK L.
SCHNEIDER, WILLIAM J. ELSNER, JAN E. HELEN, BRUCE H. ETKIN, PEREGRINE
INVESMTENTS, JOHN D. SEIVER, JOHN P. COLE, JR. AND KEITH A. HANCOCK CONVERTED A
TOTAL OF $9,586.38 OF THE PRINCIPAL AMOUNT OF THEIR LOANS TO DISPLAY GROUP INTO
A 95.8638% MEMBERSHIP INTEREST IN DISPLAY GROUP. AS A RESULT OF THIS
CONVERSION, ONLY THE REMAINING PRINCIPLE AMOUNT OF THE LOANS TO DISPLAY GROUP
WILL BE ELLIGIBLE FOR CONVERSION INTO COMMON STOCK.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
THE FOLLOWING IS ADDED TO ITEM 7 FOLLOWING EXHIBIT 7.8:
7.9 CONVERSION OF DEBT AND AMENDMENT OF OPERATING AGREEMENT, EFFECTIVE
AS OF FEBRUARY 13, 1997, AMONG G. SCHNEIDER HOLDINGS CO., WILLIAM W. BECKER,
MARK L. SCHNEIDER, WILLIAM J. ELSNER, JAN E. HELEN, J. TIMOTHY BRITTAN, BRUCE H.
ETKIN, PEREGRINE INVESTMENTS, JOHN D. SEIVER, JOHN P. COLE, JR. AND KEITH A.
HANCOCK.
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 2) Page 42 of 44
SIGNATURES
- ----------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 2 is true,
complete, and correct.
Dated: March 13, 1997.
DISPLAY OPTICS, LTD., a Colorado limited
partnership
By: ADVANCE DISPLAY TECHNOLOGIES,
INC., a Colorado corporation, its general
partner
By: /s/ Darrell D. Avery
-----------------------------------
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
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 2) Page 43 of 44
DISPLAY GROUP LLC, a Colorado limited
liability company
By: /s/ Keith A. 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
***
------------------------------------------
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
<PAGE>
CUSIP NO. 007422306 SCHEDULE 13D (AMENDMENT NO. 2) Page 44 of 44
***
-------------------------------------------
Daryl H. Owen
***
-------------------------------------------
Lindsay D. Hooper
***
-------------------------------------------
James C. Gould
***
-------------------------------------------
John D. Seiver
***
-------------------------------------------
John P. Cole, Jr.
*** By: /s/ Keith A. Hancock
--------------------------------------
Keith A. Hancock, attorney-in-fact
<PAGE>
EXHIBIT 7.9
CONVERSION OF DEBT
AND
AMENDMENT OF OPERATING AGREEMENT
Each of the undersigned, all of whom are lenders to Display Group LLC, a
Colorado limited liability company ("Display Group), hereby (a) irrevocably
converts into equity of Display Group the principal amount indicated in column A
of Exhibit A to this agreement of a loan by each of the undersigned to Display
Group, (b) acknowledges that the "Sharing Ratios" of each of the persons listed
on Exhibit A to this Agreement will be as set forth in Column B of Exhibit A,
and (c) hereby consents to the admission as members of Display Group of any
persons listed on Exhibit A who are not currently members of Display Group.
This document will be effective when signed by all of the persons indicated
below.
G. Schneider Holdings Co.
By: /s/ Gene W. Schneider
---------------------------------------------
/s/ William W. Becker
---------------------------------------------
William W. Becker
/s/ Mark L. Schneider
---------------------------------------------
Mark L. Schneider
/s/ William J. Elsner
---------------------------------------------
William J. Elsner
/s/ Jan E. Helen
---------------------------------------------
Jan E. Helen
/s/ J. Timothy Brittan
---------------------------------------------
J. Timothy Brittan
/s/ Bruce H. Etkin
---------------------------------------------
Bruce H. Etkin
Peregrine Investments
By /s/ Daryl H. Owen
------------------------------------------
/s/ John D. Seiver
---------------------------------------------
John D. Seiver
/s/ John P. Cole, Jr.
---------------------------------------------
John P. Cole, Jr.
/s/ Keith A. Hancock
---------------------------------------------
Keith A. Hancock
<PAGE>
EXHIBIT 7.9
EXHIBIT A
<TABLE>
<CAPTION>
A B
Principal Amount Converted Sharing Ratio
-------------------------- --------------
<S> <C> <C>
G. Schneider Holdings Co. $2,974.31 29.7431%
William W. Becker 1,127.48 11.2748%
Mark L. Schneider 1,510.14 15.1014%
William J. Elsner 563.75 5.6375%
Jan E. Helen 563.74 5.6374%
J. Timothy Brittan 413.62 4.1362%
Bruce H. Etkin 1,954.48 19.5448%
Peregrine Investments 457.68 4.5768%
John D. Seiver 45.77 0.4577%
John P. Cole, Jr. 343.26 3.4326%
Keith A. Hancock 45.77 0.4577%
</TABLE>
