ADVANCE DISPLAY TECHNOLOGIES INC
SC 13D/A, 1999-11-10
PATENT OWNERS & LESSORS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                 SCHEDULE 13D/A


                    Under the Securities Exchange Act of 1934
                               (Amendment No. 9) *

                   Advance Display Technologies, Inc. ("ADTI")
                   -------------------------------------------
                                (Name of Issuer)

                     Common Stock, $.001 par value per share
                     ---------------------------------------
                         (Title of Class of Securities)

                                   007422306 5
                                   -----------
                                 (CUSIP Number)


           David J. Babiarz, Esq., Overton, Babiarz & Associates, P.C.
    7720 East Belleview Avenue, Ste. 200, Englewood, CO 80111; (303) 779-5900
    -------------------------------------------------------------------------
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)


                                    10/05/99
                                    --------
             (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/A, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box _____.

Note: Six copies of this statement, including all exhibits, should be filed with
the  Commission.  See Rule  13d-1(a) for other  parties to whom copies are to be
sent.

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).


<PAGE>



CUSIP No. 007422306
          ---------

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 X
                                                       b

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:            8,133,306

8    Shared Voting Power:          4,941,959

9    Sole Dispositive Power:       8,133,306

10   Shared Dispositive Power:     4,941,959

11   Aggregate Amount Beneficially Owned by Each Reporting Person: 13,075,265

12   Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares *

13   Percent of Class Represented by Amount in Row (11): 40.97%

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.


<PAGE>


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 7334 So. Alton Way, Bldg. 14, Suite F, Englewood, Colorado 80112


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  $80,000  (the  "Note")  from the  Company  through a private  placement
     transaction on October 5, 1999. Such Note is immediately  convertible  into
     shares of the Company's  Common Stock at the rate of $.05 per share, at the
     election  of the  holder.  The funds  used to  acquire  the Notes  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;

<PAGE>


     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 to 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 13,075,265  shares of Common Stock of the Company.
          Such  amount  includes  4,941,959  shares of Common  Stock owned by G.
          Schneider Holdings Co., of which Mr. Schneider is the General Partner,
          and 8,133,306 shares of Common Stock underlying the Notes described in
          Item 3 above and other convertible  securities.  G. Schneider Holdings
          Co. is a Colorado limited  partnership (the  "Partnership"),  with its
          principal  place of business at 4643 South Ulster  Street,  Ste. 1300,
          Denver,  Colorado  80237,  and its  principal  business is  investment
          management.  Mr. Schneider's beneficial ownership represents 40.97% of
          the issued and outstanding Common Stock of the Company.

     b.   Mr. Schneider,  as the General Partner of the Partnership,  shares the
          power to vote and dispose of all 4,941,959 shares of Common Stock with
          the  Partnership.  He also has the sole  power to vote and  dispose of
          8,133,306 shares of Common Stock beneficially owned by him.

     c.   On  October 5,  1999,  the  reporting  person  acquired a  convertible
          promissory  note which is immediately  convertible  into shares of the
          Company's  Common  Stock at the rate of $.05 per share at the election
          of the holder.

     d.   Additional  members  of  the  Partnership  may  receive  dividends  or
          proceeds  from a portion of the Common  Stock  which is the subject of
          this  Schedule.  Such  individuals  include  immediate  members of Mr.
          Schneider's family.

     e.   N/A


ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
        SECURITIES OF THE ISSUER

     There are no contracts,  arrangements,  understandings  or relationships of
     the type  required to be disclosed  under this Item  between the  Reporting
     Person and any other person.


ITEM 7: MATERIAL TO BE FILED AS EXHIBITS

     There is no material required to be filed as exhibits to this Schedule.


<PAGE>


                                    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/  Gene W. Schneider             Date:  11/09/1999
- ----------------------                    ----------
     Gene W. Schneider





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