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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(AMENDMENT NO. )*
CHATCOM INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
161723101
- --------------------------------------------------------------------------------
(CUSIP Number)
Sandra L. Mallenbaum, Esq., c/o Anderson Kill & Olick, P.C.
1251 Avenue of the Americas, New York, New York 10020 (212) 278-1000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 13, 1996
--------------------------------------------------------
(Date of Event which Requires Filing of this Statement)(1)
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 [ ].
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.
(Continued on following pages)
(Page 1 of 14 pages)
*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 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).
--------
(1) This filing incorporates all information relevant to reportable events
effected by the Reporting Persons, who may be deemed a group for purposes
of Section 13(d) (the "Group"), with respect to the referenced class of
securities, up to and including June 5, 1997. As reflected in Amendment No.
1 to this statement, which is being filed immediately following this
statement, as of June 6, 1997, one member of the Group, Andrew M. Brown,
ceased to be associated with the Group.
<PAGE>
<PAGE>
SCHEDULE 13D
- ------------------------- -----------------------
CUSIP NO. 161723101 PAGE 2 OF 14 PAGES
- ------------------------- -----------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ernest P. Werlin
- --------------------------------------------------------------------------------
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) [ ]
Not applicable
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
U.S. Citizen
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
70,000
NUMBER OF -------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,500,932(1)
EACH
REPORTING -------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
70,000
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,500,932(1)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.71
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
--------
(1) Ernest P. Werlin disclaims beneficial ownership of all shares of Common
Stock, all shares of Restricted Common Stock, all 10% Notes, all 12% Notes,
and all Warrants owned by other persons.
<PAGE>
<PAGE>
SCHEDULE 13D
- ------------------------- -----------------------
CUSIP NO. 161723101 PAGE 3 OF 14 PAGES
- ------------------------- -----------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Andrew M. Brown
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
Not applicable
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
U.S. Citizen
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
--
NUMBER OF -------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,500,932(1)
EACH
REPORTING -------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
--
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,500,932(1)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
--
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
--
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
--------
(1) Andrew M. Brown disclaims beneficial ownership of all shares of Common
Stock, all shares of Restricted Common Stock, all 10% Notes, all 12% Notes,
and all Warrants owned by other persons.
<PAGE>
<PAGE>
SCHEDULE 13D
- ------------------------- -----------------------
CUSIP NO. 161723101 PAGE 4 OF 14 PAGES
- ------------------------- -----------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter J. Powers
- --------------------------------------------------------------------------------
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) [ ]
Not applicable
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
U.S. Citizen
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
3,000
NUMBER OF -------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,800,466(1)
EACH
REPORTING -------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
3,000
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,800,466(1)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.03
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
--------
(1) Peter J. Powers disclaims beneficial ownership of all shares of Common
Stock, all shares of Restricted Common Stock, all 10% Notes, all 12% Notes,
and all Warrants owned by other persons.
<PAGE>
<PAGE>
SCHEDULE 13D
- ------------------------- -----------------------
CUSIP NO. 161723101 PAGE 5 OF 14 PAGES
- ------------------------- -----------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The High View Fund, L.P.
- --------------------------------------------------------------------------------
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) [ ]
Not applicable
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,800,466
NUMBER OF -------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY --
EACH
REPORTING -------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
1,800,466
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
--
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,800,466
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.68
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
SCHEDULE 13D
- ------------------------- -----------------------
CUSIP NO. 161723101 PAGE 6 OF 14 PAGES
- ------------------------- -----------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
High View Capital Corporation
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
Not applicable
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
--
NUMBER OF -------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,800,466(1)
EACH
REPORTING -------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
--
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,800,466(1)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
--
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
--
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
--------
(1) High View Capital Corporation disclaims beneficial ownership of all
shares of Common Stock, all shares of Restricted Common Stock, all 10%
Notes, all 12% Notes, and all Warrants owned by other persons.
<PAGE>
<PAGE>
SCHEDULE 13D
- ------------------------- -----------------------
CUSIP NO. 161723101 PAGE 7 OF 14 PAGES
- ------------------------- -----------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The High View Fund
- --------------------------------------------------------------------------------
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) [ ]
Not applicable
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
The Cayman Islands
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,700,466
NUMBER OF -------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY --
EACH
REPORTING -------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
1,700,466
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
--
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,700,466
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.8
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
SCHEDULE 13D
- ------------------------- -----------------------
CUSIP NO. 161723101 PAGE 8 OF 14 PAGES
- ------------------------- -----------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
High View Asset Management Corporation
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
Not applicable
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
--
NUMBER OF -------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,700,466(1)
EACH
REPORTING -------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
--
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,700,466(1)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
--
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
--
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
--------
(1) High View Asset Management Corporation disclaims beneficial ownership
of all shares of Common Stock, all shares of Restricted Common Stock, all
10% Notes, all 12% Notes, and all Warrants owned by other persons.
<PAGE>
<PAGE>
Page 9 of 14 Pages
CHATCOM INC.
(CUSIP No. 161723101)
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D relates to (a) common stock, no
par value per share ("Common Stock") issued by ChatCom Inc. (the "Issuer" or the
"Company"), (b) restricted Common Stock ("Restricted Common Stock") issued by
the Company, (c) 10% convertible notes (the "10% Notes") issued by the Company,
which can be converted into shares of Common Stock, (d) 12% convertible notes
(the "12% Notes" and, together with the 10% Notes, the "Notes") issued by the
Company, which can be converted into shares of Common Stock, and (e) warrants
(the "Warrants") issued by the Company, which can be used to purchase shares of
Common Stock, and is being filed on behalf of a group of seven reporting
persons, as described in Item 2, below. The address of the principal executive
offices of the Issuer is 9600 Topanga Canyon Boulevard, Chatsworth, CA 91311.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (f)
This statement is being filed on behalf of a group consisting
of the following seven reporting persons (each, a "Reporting Person" and,
collectively, the "Reporting Persons"):
(I) This statement is being filed on behalf of The High View Fund,
L.P., a Delaware limited partnership (the "Delaware Fund"). The Delaware Fund's
principal business is to make and hold investments. The business address for the
Delaware Fund is c/o High View Capital Corporation, 805 Third Avenue, Floor 17,
New York, New York 10022.
(II) This statement also is being filed on behalf of High View Capital
Corporation ("HVCC"), a Delaware corporation. HVCC's principal business is to
act as general partner to the Delaware Fund and to provide investment advisory
services to other clients. The business address for HVCC is 805 Third Avenue,
Floor 17, New York, New York 10022.
The sole stockholder of voting stock of HVCC is Ernest P.
Werlin. Mr. Werlin is a director, the President and Treasurer of HVCC. As of
February 28, 1997, Peter J. Powers was a director and the Senior Vice President
of HVCC. Until June 5, 1997, Andrew M. Brown was the Secretary of HVCC. As of
June 6, 1997, Mr. Brown ceased to be associated with HVCC.
(III) This statement also is being filed on behalf of The High View
Fund, a Cayman Islands company (the "Cayman Fund"). The Cayman Fund is listed on
the Irish Stock Exchange and its principal business is to make and hold
investments. The Cayman Fund's directors are Rhonda D. McDeigan-Eldridge and
Cedric L. Carroll. Ms. McDeigan-Eldridge and Mr. Carroll are citizens of the
Commonwealth of The Bahamas, their principal business is to act as investment
fund administrators and their business address is c/o Mees Pierson Fund Services
(Bahamas) Limited, Windermere House, 404 East Bay Street, P.O. Box SS-6238,
Nassau, The Bahamas.
(IV) This statement also is being filed on behalf of High View Asset
Management Corporation, a Delaware corporation ("HVAM"). HVAM's principal
business is to act as investment manager to the Cayman Fund, and its business
address is 805 Third Avenue, Floor 17, New York, New York 10022.
The sole stockholder of voting stock and the sole director of
HVAM is Mr. Werlin. Mr. Werlin is also the President of HVAM. As of the date of
the event which requires the filing of this statement, Andrew M. Brown was the
Treasurer, Secretary and Vice President of HVAM. As of June 6, 1997, Mr. Brown
ceased to be associated with HVAM.
(V) This statement also is being filed on behalf of Mr. Werlin. Mr.
Werlin's present principal occupation is as a director, President and Treasurer
of HVCC and as the director and President of HVAM. Mr. Werlin is a United States
citizen whose business address is c/o HVCC, 805 Third Avenue, Floor 17, New
York, New York 10022.
(VI) This statement also is being filed on behalf of Mr. Brown. As of
the date of the event which requires the filing of this statement, Mr. Brown's
principal occupation was as Secretary of HVCC and as Treasurer, Secretary and
Vice President of HVAM. Mr. Brown is a United States citizen whose business
address as of the date of the event requiring the filing of this statement was
c/o HVCC, 805 Third Avenue, Floor 17, New York, New York 10022. His present
address is c/o Counterpoint Capital, 1301 Avenue of the Americas, Floor 40, New
York, New York 10019-6076. As of June 6, 1997, Mr. Brown ceased to be associated
with both HVCC and HVAM.
(VII) This statement also is being filed on behalf of Mr. Powers. As of
February 28, 1997, Mr. Powers's principal occupation was as a director and the
Senior Vice President of HVCC. Mr. Powers is a United States citizen whose
business address is c/o HVCC, 805 Third Avenue, Floor 17, New York, New York
10022.
<PAGE>
<PAGE>
Page 10 of 14 Pages
No Reporting Person has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). Further, no Reporting Person has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction, nor
has any Reporting Person been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, Federal or State securities laws or finding any violation with respect to
such laws.
Each of the Delaware Fund and the Cayman Fund is making this
filing because each of them has acquired (a) shares of Common Stock of the
Company, (b) shares of Restricted Common Stock of the Company, (c) 10% Notes
which could be converted into shares of Common Stock of the Company, (d) 12%
Notes which could be converted into shares of Common Stock of the Company, and
(e) Warrants which could be used to purchase shares of Common Stock of the
Company, for which each has sole voting power.
Each of Ernest P. Werlin and Peter J. Powers is making this
filing because each of them has acquired shares of Common Stock of the Company
for which each has sole voting power. In addition, because of the relationships
described above, Mr. Werlin could be deemed to have beneficial ownership for
purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Act") of
(a) the shares of Common Stock, (b) the shares of Restricted Common Stock, (c)
the 10% Notes and the shares of Common Stock into which they could be converted,
(d) the 12% Notes and the shares of Common Stock into which they could be
converted, and (e) the Warrants and the shares of Common Stock which they could
be used to purchase which are held by each of the Delaware Fund and the Cayman
Fund. Also because of the relationships described above, Mr. Powers could be
deemed to have beneficial ownership for purposes of Section 13(d) of the Act of
(a) the shares of Common Stock, (b) the shares of Restricted Common Stock, (c)
the 10% Notes and the shares of Common Stock into which they could be converted,
(d) the 12% Notes and the shares of Common Stock into which they could be
converted, and (e) the Warrants and the shares of Common Stock which they could
be used to purchase which are held by the Delaware Fund. Each of Mr. Werlin and
Mr. Powers disclaims beneficial ownership of all shares of Common Stock held by
other persons, all shares of Restricted Common Stock held by other persons, all
10% Notes held by other persons, all 12% Notes held by other persons, all
Warrants held by other persons, and all shares of Common Stock into which the
Notes may be converted or which the Warrants may be used to purchase.
Mr. Brown is making this filing because, as of the date of the
event requiring the filing of this statement, due to the relationships between
Mr. Brown and each of the Delaware Fund and the Cayman Fund, as described above,
Mr. Brown could be deemed to have beneficial ownership for purposes of Section
13(d) of the Act of (a) the shares of Common Stock, (b) the shares of Restricted
Common Stock, (c) the 10% Notes and the shares of Common Stock into which they
could be converted, (d) the 12% Notes and the shares of Common Stock into which
they could be converted, and (e) the Warrants and the shares of Common Stock
which they could be used to purchase which are held by each of the Delaware Fund
and the Cayman Fund. Mr. Brown disclaims beneficial ownership of all shares of
Common Stock held by other persons, all shares of Restricted Common Stock held
by other persons, all 10% Notes held by other persons, all 12% Notes held by
other persons, all Warrants held by other persons, and all shares of Common
Stock into which the Notes may be converted or which the Warrants may be used to
purchase. As of June 6, 1997, Mr. Brown ceased to be associated with each of the
Delaware Fund and the Cayman Fund.
HVCC is making this filing because, due to the relationship
between HVCC and the Delaware Fund, as described above, HVCC could be deemed to
have beneficial ownership for purposes of Section 13(d) of the Act of (a) the
shares of Common Stock, (b) the shares of Restricted Common Stock, (c) the 10%
Notes and the shares of Common Stock into which they could be converted, (d) the
12% Notes and the shares of Common Stock into which they could be converted, and
(e) the Warrants and the shares of Common Stock which they could be used to
purchase which are held by the Delaware Fund. HVCC disclaims beneficial
ownership of all shares of Common Stock held by other persons, all shares of
Restricted Common Stock held by other persons, all 10% Notes held by other
persons, all 12% Notes held by other persons, all Warrants held by other
persons, and all shares of Common Stock into which the Notes may be converted or
which the Warrants may be used to purchase.
HVAM is making this filing because, due to its relationship to
the Cayman Fund, as described above, HVAM could be deemed to have beneficial
ownership for purposes of Section 13(d) of the Act of (a) the shares of Common
Stock, (b) the shares of Restricted Common Stock, (c) the 10% Notes and the
shares of Common Stock into which they could be converted, (d) the 12% Notes and
the shares of Common Stock into which they could be converted, and (e) the
Warrants and the shares of Common Stock which they could be used to purchase
which are held by the Cayman Fund. HVAM disclaims beneficial ownership of all
shares of Common Stock held by other persons, all shares of Restricted Common
Stock held by other persons, all 10% Notes held by other persons, all 12% Notes
held by other persons, all Warrants held by other persons, and all shares of
Common Stock into which the Notes may be converted or which the Warrants may be
used to purchase.
The Delaware Fund, HVCC, the Cayman Fund, HVAM, Mr. Werlin,
Mr. Powers and Mr. Brown are making a group filing because, as of the date of
the event requiring the filing of this statement, such persons may be deemed to
constitute a "group" for purposes of Section 13(d)(3) of the Act due to the
relationships between and among the Reporting
<PAGE>
<PAGE>
Page 11 of 14 Pages
Persons, as described in this Item 2. Each of such persons disclaims beneficial
ownership of shares of Common Stock held by other persons, shares of Restricted
Common Stock held by other persons, 10% Notes held by other persons and the
shares of Common Stock into which such 10% Notes could be converted, 12% Notes
held by other persons and the shares of Common Stock into which such 12% Notes
could be converted, and Warrants held by other persons and the shares of Common
Stock which such Warrants could be used to purchase and disclaims membership in
a group.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Delaware Fund acquired 215,000 shares of Common Stock in a
series of open market transactions over the period from September 9, 1996 to May
15, 1997 for a total purchase price of $520,750 and sold 72,500 of those shares
in open market transactions on October 28 and October 29, 1996 for a total price
of $184,683. On May 28, 1997, the Delaware Fund acquired 34,966 shares of
Restricted Common Stock from the Issuer as a dividend on the 10% Notes. In a
private transaction on December 13, 1996, the Delaware Fund acquired 1,248 10%
Notes convertible to 1,248,000 shares of Common Stock for $1,248,000 and
Warrants to purchase 200,000 shares of Common Stock for $2,000. In private
transactions on May 7 and May 23, 1997, the Delaware Fund acquired 175 12% Notes
convertible to 175,000 shares of Common Stock for a total purchase price of
$175,000. The $1,945,750 used by the Delaware Fund to purchase the shares of
Common Stock, the 10% Notes, the 12% Notes, and the Warrants was obtained from
the working capital of the Delaware Fund.
The Cayman Fund acquired 165,000 shares of Common Stock in a
series of open market transactions over the period from September 9, 1996 to
February 20, 1997 for a total purchase price of $436,375 and sold 122,500 of
those shares in open market transactions on October 28, 1996, October 29, 1996
and May 15, 1997 for a total price of $269,058. On May 28, 1997, the Cayman Fund
acquired 34,966 shares of Restricted Common Stock from the Issuer as a dividend
on the 10% Notes. In a private transaction on December 13, 1996, the Cayman Fund
acquired 1,248 10% Notes convertible to 1,248,000 shares of Common Stock for
$1,248,000 and Warrants to purchase 200,000 shares of Common Stock for $2,000.
In private transactions on May 7 and May 23, 1997, the Cayman Fund acquired 175
12% Notes convertible to 175,000 shares of Common Stock for a total purchase
price of $175,000. The $1,861,375 used by the Cayman Fund to purchase the shares
of Common Stock, the 10% Notes, the 12% Notes, and the Warrants was obtained
from the working capital of the Cayman Fund.
Mr. Werlin acquired 70,000 shares of Common Stock in a series
of open market transactions over the period from September 9, 1996 to February
7, 1997 for a total purchase price of $203,350, which amount was obtained from
Mr. Werlin's personal funds.
Mr. Powers acquired 3,000 shares of Common Stock in an open
market transaction on April 30, 1997 for a total purchase price of $5,250, which
amount was obtained from Mr. Powers's personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
Each of the Delaware Fund, the Cayman Fund, Mr. Werlin and Mr.
Powers holds its or his respective shares of Common Stock, Restricted Common
Stock, 10% Notes, 12% Notes, and Warrants, as applicable, to which this
statement on Schedule 13D relates for purposes of investment. At present,
neither the Delaware Fund, the Cayman Fund, Mr. Werlin, nor Mr. Powers has any
plans to purchase additional shares of Common Stock, 10% Notes, 12% Notes or
Warrants or to transfer shares of Common Stock, shares of Restricted Common
Stock, 10% Notes, 12% Notes or Warrants. Except as disclosed in this Item 4,
neither the Delaware Fund, the Cayman Fund, Mr. Werlin nor Mr. Powers has
current plans or proposals which relate to or would result in any of the events
described in Items (a) through (j) of the instructions to Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (b)
(I) The Delaware Fund beneficially holds 142,500 shares of Common
Stock, 34,966 shares of Restricted Common Stock, 10% Notes convertible to
1,248,000 shares of Common Stock, 12% Notes convertible to 175,000 shares of
Common Stock, and Warrants which can be used to purchase 200,000 shares of
Common Stock for an aggregate beneficial ownership of 1,800,466 shares of Common
Stock, which would constitute 15.68% of the outstanding shares of Common Stock.
(II) For purposes of Rule 13(d) under the Act, because HVCC is the sole
general partner of the Delaware Fund, and because it could be deemed to share
voting and dispositive power with the Delaware Fund over the shares of Common
Stock, the shares of Restricted Common Stock, the 10% Notes, the 12% Notes, and
the Warrants held by the Delaware Fund, HVCC may be deemed to be the beneficial
owner of the 142,500 shares of Common Stock and the 34,966 shares of Restricted
Common Stock held by the Delaware Fund and the (i) 10% Notes, (ii) 12% Notes and
(iii) Warrants held by the Delaware Fund, which could be converted into and/or
used to purchase up to 1,623,000 shares of Common Stock. Therefore, HVCC may be
deemed to be the aggregate beneficial owner of 1,800,466 shares of Common Stock,
which would constitute 15.68% of the outstanding shares of Common Stock. HVCC
disclaims beneficial ownership of all shares of Common Stock, all shares of
Restricted Common Stock, all 10% Notes, all 12% Notes, all Warrants, all shares
of Common Stock into which the Notes
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Page 12 of 14 Pages
could be converted and all shares of Common Stock which could be purchased
with the Warrants held by other persons.
(III) The Cayman Fund beneficially holds 42,500 shares of Common Stock,
34,966 shares of Restricted Common Stock, 10% Notes convertible to 1,248,000
shares of Common Stock, 12% Notes convertible to 175,000 shares of Common Stock,
and Warrants which can be used to purchase 200,000 shares of Common Stock for an
aggregate beneficial ownership of 1,700,466 shares of Common Stock, which would
constitute 14.8% of the outstanding shares of Common Stock.
(IV) For purposes of Rule 13(d) under the Act, because HVAM is the sole
general partner of the Cayman Fund, and because it could be deemed to share
voting and dispositive power with the Cayman Fund over the shares of Common
Stock, the shares of Restricted Common Stock, the 10% Notes, the 12% Notes, and
the Warrants held by the Cayman Fund, HVAM may be deemed to be the beneficial
owner of the 42,500 shares of Common Stock and the 34,966 shares of Restricted
Common Stock held by the Cayman Fund and the (i) 10% Notes, (ii) 12% Notes and
(iii) Warrants held by the Cayman Fund, which could be converted into and/or
used to purchase up to 1,623,000 shares of Common Stock. Therefore, HVAM may be
deemed to be the aggregate beneficial owner of 1,700,466 shares of Common Stock,
which would constitute 14.8% of the outstanding shares of Common Stock. HVAM
disclaims beneficial ownership of all shares of Common Stock, all shares of
Restricted Common Stock, all 10% Notes, all 12% Notes, all Warrants, all shares
of Common Stock into which the Notes could be converted and all shares of Common
Stock which could be purchased with the Warrants held by other persons.
(V) Peter J. Powers beneficially holds 3,000 shares of Common Stock,
which constitutes .03% of the oustanding shares of Common Stock. Further, Mr.
Powers is a director and the Senior Vice President of HVCC. Because Mr. Powers
is an officer and a director of the general partner of the Delaware Fund, and
because he could be deemed to share with HVCC and the other director and
officers of HVCC voting and dispositive power over the shares of Common Stock,
the shares of Restricted Common Stock, the 10% Notes, the 12% Notes, and the
Warrants held by the Delaware Fund, for purposes of Rule 13(d) under the Act,
Mr. Powers may be deemed to be the beneficial owner of the 142,500 shares of
Common Stock and the 34,966 shares of Restricted Common Stock held by the
Delaware Fund and the (i) 10% Notes, (ii) 12% Notes and (iii) Warrants held by
the Delaware Fund, which could be converted into and/or used to purchase up to
1,623,000 shares of Common Stock. Therefore, Mr. Powers may be deemed to be the
aggregate beneficial owner of 1,803,466 shares of Common Stock, which would
constitute 15.7% of the outstanding shares of Common Stock. Mr. Powers disclaims
beneficial ownership of all shares of Common Stock, all shares of Restricted
Common Stock, all 10% Notes, all 12% Notes, all Warrants, all shares of Common
Stock into which the Notes could be converted and all shares of Common Stock
which could be purchased with the Warrants held by other persons.
(VI) (The following is as of the date of the event requiring, and for
purposes of, this filing:) Andrew M. Brown is the Secretary of HVCC, the general
partner of the Delaware Fund. Mr. Brown is also the Treasurer, Secretary and
Vice President of HVAM, the investment manager for the Cayman Fund. Because of
Mr. Brown's relationship to the Delaware Fund, and because he could be deemed to
share with HVCC and the directors and other officers of HVCC voting and
dispositive power over the shares of Common Stock, the shares of Restricted
Common Stock, the 10% Notes, the 12% Notes and the Warrants held by the Delaware
Fund, for purposes of Rule 13(d) under the Act, Mr. Brown may be deemed to be
the beneficial owner of the 142,500 shares of Common Stock and the 34,966 shares
of Restricted Common Stock held by the Delaware Fund and the (i) 10% Notes, (ii)
12% Notes and (iii) Warrants held by the Delaware Fund, which could be
converted into and/or used to purchase up to 1,623,000 shares of Common Stock.
Further, as Mr. Brown is also an officer of HVAM, because of Mr. Brown's
relationship to the Cayman Fund through his position at HVAM, and because he
could be deemed to share with HVAM, and with the director and other officer of
HVAM voting and dispositive power over the shares of Common Stock, the shares of
Restricted Common Stock, the 10% Notes, the 12% Notes and the Warrants held by
the Cayman Fund, for purposes of Rule 13(d) under the Act, Mr. Brown may be
deemed to be the beneficial owner of the 42,500 shares of Common Stock and the
34,966 shares of Restricted Common Stock held by the Cayman Fund and the (i) 10%
Notes, (ii) 12% Notes and (iii) Warrants held by the Cayman Fund, which could be
converted into and/or used to purchase up to 1,623,000 shares of Common Stock.
Therefore, Mr. Brown may be deemed to be the aggregate beneficial owner of
3,500,932 shares of Common Stock, which would constitute 26.64% of the
outstanding shares of Common Stock. Mr. Brown disclaims beneficial ownership of
all shares of Common Stock, all shares of Restricted Common Stock, all 10%
Notes, all 12% Notes, all Warrants, all shares of Common Stock into which the
Notes could be converted and all shares of Common Stock which could be purchased
with the Warrants held by other persons. (As of June 6, 1997, Mr. Brown ceased
to be associated with each of the Delaware Fund, HVCC, the Cayman Fund and
HVAM.)
(VII) Ernest P. Werlin beneficially holds 70,000 shares of Common
Stock, which constitutes 0.71% of the outstanding shares of Common Stock. In
addition, because Mr. Werlin is the sole stockholder, a director, and the
President and Treasurer of HVCC, because of the relationship between HVCC and
the Delaware Fund, as discussed in this Item 5, and because therefore Mr. Werlin
may be deemed to share voting and dispositive power with HVCC, the other
director and the other officer of HVCC, over the shares of Common Stock, the
shares of Restricted Common Stock, the 10% Notes, the 12% Notes and the Warrants
held by the Delaware Fund, for purposes of Rule 13(d) under the Act, Mr. Werlin
may be deemed to be the beneficial owner of the 142,500 shares of Common Stock
and the 34,966 shares of Restricted Common Stock held by the
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Page 13 of 14 Pages
Delaware Fund and the (i) 10% Notes, (ii) 12% Notes and (iii) Warrants held by
the Delaware Fund, which could be converted into and/or used to purchase up to
1,623,000 shares of Common Stock. Mr. Werlin is also the sole director, sole
stockholder, and the President of HVAM. Because of the positions he holds at
HVAM, because of the relationship between HVAM and the Cayman Fund, as discussed
in this Item 5, and because Mr. Werlin may be deemed to share with HVAM and with
the other officer of HVAM voting and dispositive power over the shares of Common
Stock, the shares of Restricted Common Stock, the 10% Notes, the 12% Notes and
the Warrants held by the Cayman Fund, for purposes of Rule 13(d) under the Act,
Mr. Werlin may be deemed to be the beneficial owner of the 42,500 shares of
Common Stock and the 34,966 shares of Restricted Common Stock held by the Cayman
Fund and the (i) 10% Notes, (ii) 12% Notes and (iii) Warrants held by the Cayman
Fund, which could be converted into and/or used to purchase up to 1,623,000
shares of Common Stock. Therefore, Mr. Werlin may be deemed to be the aggregate
beneficial owner of 3,570,932 shares of Common Stock, which would constitute
27.17% of the outstanding shares of Common Stock. Mr. Werlin disclaims
beneficial ownership of all shares of Common Stock, all shares of Restricted
Common Stock, all 10% Notes, all 12% Notes, all Warrants, all shares of Common
Stock into which the Notes could be converted and all shares of Common Stock
which could be purchased with the Warrants held by other persons.
By reason of the relationships described in Item 2 and this
Item 5 above, the Delaware Fund, HVCC, the Cayman Fund, HVAM, Mr. Werlin, Mr.
Brown, and Mr. Powers may be deemed to constitute a "group" within the meaning
of Rule 13d-5 under the Act. Pursuant to Rule 13d-4 under the Act, neither the
filing of this statement nor any of its contents shall be construed as an
admission that any person named herein is, for purposes of Section 13(d) or
13(g) of the Act (or pursuant to Rule 16a-1(a)(1) thereunder), the beneficial
owner of any shares of Common Stock, any shares of Restricted Common Stock, any
10% Notes, any 12% Notes, any Warrants, any shares of Common Stock into which
the Notes could be converted, or any shares of Common Stock which the Warrants
could be used to purchase held by other members of any such group. Additionally,
the persons named herein disclaim membership in a group. Further, as of June 6,
1997, Mr. Brown ceased to be associated with each of the Delaware Fund, HVCC,
the Cayman Fund, HVAM, Mr. Werlin and Mr. Powers.
(c) As included in Item 3, above, in an open market
transaction on April 30, 1997, Peter J. Powers acquired 3,000 shares of Common
Stock for $1.75 per share. In open market transactions on May 15, 1997, the
Delaware Fund acquired and the Cayman Fund disposed of 50,000 shares of Common
Stock for $1.6875 per share. In private placements on May 7, 1997, each of the
Delaware Fund and the Cayman Fund purchased 75 12% Notes convertible to 75,000
shares of Common Stock for $1,000 per Note. In private placements on May 23,
1997, each of the Delaware Fund and the Cayman Fund purchased 100 12%
Convertible Notes convertible to 100,000 shares of Common Stock for $1,000 per
Note. On May 28, 1997, each of the Delaware Fund and the Cayman Fund received a
dividend on the 10% Notes of 34,966 shares of Restricted Common Stock from the
Issuer. Except as discussed in this Item 5(c), no other transactions in shares
of Common Stock, shares of Restricted Common Stock, 10% Notes, 12% Notes or
Warrants were effected in the past 60 days by any of the Reporting Persons.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
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Page 14 of 14 Pages
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
Dated: December 30, 1997
/s/ ERNEST P. WERLIN
--------------------------------------
Ernest P. Werlin
/s/ ANDREW M. BROWN
--------------------------------------
Andrew M. Brown*
/s/ PETER J. POWERS
--------------------------------------
Peter J. Powers
THE HIGH VIEW FUND, L.P.
By: High View Capital Corporation,
its general partner
By: /s/ ERNEST P. WERLIN
-----------------------------------
Ernest P. Werlin
President
HIGH VIEW CAPITAL CORPORATION
By: /s/ ERNEST P. WERLIN
-----------------------------------
Ernest P. Werlin
President
THE HIGH VIEW FUND
By: /s/ CEDRIC L. CARROLL
-----------------------------------
Cedric L. Carroll
Director
HIGH VIEW ASSET MANAGEMENT CORPORATION
By: /s/ ERNEST P. WERLIN
-----------------------------------
Ernest P. Werlin
President
* As of June 6, 1997, Mr. Brown ceased to be a member of the group making this
filing.
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