UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 5) *
Under the Securities Exchange Act of 1934
Advance Display Technologies, Inc. ("ADTI")
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(Name of Issuer)
Common Stock, $.001 par value per share
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(Title of Class of Securities)
007422306 5
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(CUSIP Number)
David J. Babiarz, Esq., Overton, Babiarz & Sykes, P.C.
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7720 East Belleview Avenue, Ste. 200, Englewood, CO 80111; (303) 779-5900
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
11/13/98
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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 _____.
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CUSIP No. 007422306
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1 Name of Reporting Person
Mark L. Schneider
2 Check the Appropriate Box if a Member of a Group a [ ] b [ ]
N/A
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 of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 Sole Voting Power: 3,128,368
8 Shared Voting Power: 0
9 Sole Dispositive Power: 3,128,368
10 Shared Dispositive Power: 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person: 3,128,368
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares * [ ]
13 Percent of Class Represented by Amount in Row (11): 11.63%
14 Type of Reporting Person *
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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ITEM 1: SECURITY AND ISSUER
This Schedule relates to the acquisition of beneficial ownership
of Common Stock, $.001 par value per share of Advance Display
Technologies, Inc. (hereinafter the "Company"), whose principal place
of business is located at 1251 South Huron Street, Unit C, Denver,
Colorado 80223.
ITEM 2: IDENTITY AND BACKGROUND
No information required.
Item 3: SOURCE OF FUNDS OR OTHER CONSIDERATION
The Reporting Person acquired a convertible promissory note in
the amount of $50,000 (the "Note") from the Company through a private
placement transaction on November 13, 1998. Such Note is
immediately convertible into shares of the Company's Common Stock at
the rate of $.1615 per share, at the election of the holder. The
funds used to acquire the Note were the personal funds of the
Reporting Person.
Item 4: PURPOSE OF TRANSACTION
The ownership which is the subject of this Schedule was acquired
by Mr. Schneider for the purpose of investment. Mr. Schneider has no
plan to effect any transaction which would have the effect of, or
result in, any of the following:
a. The acquisition by any person of additional securities of
the Company, or the disposition of securities of the
Company; provided, however that the Reporting Person may
review his investment in the Company from time to time and
make adjustments in his holdings as he deems appropriate;
b. An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any
of its subsidiaries;
c. A sale or transfer of a material amount of assets of the
Company or of any of its subsidiaries;
d. Any change in the present board of directors or management
of the Company, including any plans or proposals to change
the number or term of directors or to fill any existing
vacancies on the board;
e. Any material change in the present capitalization or
dividend policy of the Company;
f. Any other material change in the Company's business or
corporate structure, including but not limited to, if the
Company is a registered closed-end investment company, any
plans or proposals to make any changes in its investment
policy for which a vote is required by Section 13 of the
Investment Company Act of 1940;
g. Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person;
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h. Causing a class of securities of the Company to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system
of a registered national securities association;
i. A class of equity securities of the Company become eligible
for termination of registration pursuant to Section
12(g)(4) of the Securities Act of 1934; or
j. Any action similar to any of those enumerated above.
ITEM 5: INTEREST IN SECURITIES OF THE ISSUER
a. As of the date of the filing of this Schedule, Mr.
Schneider is deemed to beneficially own 3,128,368 shares
of Common Stock of the Company. Such amount includes
2,509,173 shares of Common Stock owned directly by the
reporting person, and 619,195 shares of Common Stock
underlying the Note described in Item 3 above which is
immediately convertible. Mr. Schneider's beneficial
ownership represents 11.63% of the issued outstanding
Common Stock of the Company as of the date of this report.
b. Mr. Schneider has the sole power to vote and dispose of
3,128,368 shares of a Common Stock beneficially owned by
him.
c. On November 13, 1998, the Reporting Person acquired the
Note which is immediately convertible into shares of the
Company's Common Stock at the rate of $.1615 per share at
the election of the holder.
d. Not applicable.
e. Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
The reporting person is the adult son of Gene W. Schneider and a
limited partner in G. Schneider Holdings Co. Gene W. Schneider is
the beneficial owner of more than 10% of the Company's Common Stock,
Chairman of the Board of Directors and general partner of Gene
Schneider Holdings Co., also the beneficial owner of more than 10% of
the Company's Common Stock. Pursuant to such relationships, the
Reporting Person may consult with Gene W. Schneider with regard to
voting, acquisition, or disposition of the Company's Common Stock.
However, the Reporting Person disclaims the existence of any
agreement or understandings with such entities with regard to the
Common Stock of the Company.
ITEM 7: MATERIAL TO BE FILED AS EXHIBITS
There is no material required to be filed as exhibits to this
Schedule.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in the Statement to
Schedule 13D/A is true, correct and complete.
/s/ Mark L. Schneider Date: December 4, 1998
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Mark L. Schneider
