UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
dreamlife, inc.
(formerly GHS, INC.)
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
379333107
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(CUSIP Number)
David J. Roy
330 South Street
P.O. Box 1975
Morristown, New Jersey 07962-1975
(973) 290-2330
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 4, 1999
and
December 28, 1999
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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 ss.ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box |_|.
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ss. 240.13d-7(b)
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 (the "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>
SCHEDULE 13D FORMS
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CUSIP No. 379333107 Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
CYL Development Holdings, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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
New Jersey
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 7,677,099 Shares
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
10 SHARED DISPOSITIVE POWER
7,677,099 Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,677,099 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D FORMS
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CUSIP No. 379333107 Page 3 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Kurt T. Borowsky
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 7,677,099 Shares
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
10 SHARED DISPOSITIVE POWER
7,677,099 Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,677,099 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.0%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D FORMS
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CUSIP No. 379333107 Page 4 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
David J. Roy
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 7,677,099 Shares
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
10 SHARED DISPOSITIVE POWER
7,677,099 Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,677,099 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.0%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 1 to the Schedule 13D originally filed on June 7,
1999 (the "Original Schedule 13D") relating to shares of dreamlife, inc.
(formerly GHS, Inc.) (the "Company") is being filed to disclose a change in
the indirect ownership of certain shares of Common Stock of the Company
covered by the Original Schedule 13D (the "Shares"), as well as the
automatic conversion of the Company's Series A Preferred Stock into Common
Stock.
ITEM 1. SECURITY AND ISSUER
The first paragraph of Item 1 of the Original Schedule 13D is amended to
add the following sentence:
On or prior to December 28, 1999, the Company changed its name to
dreamlife, inc. and moved its principal executive office to 65
Broadway, 7th Floor, New York, NY 01306.
The second paragraph of Item 1 of the Original Schedule 13D is amended to
add the following sentence:
The Series A Preferred Stock was automatically converted to Common
Stock on November 4, 1999.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of the Original Schedule 13D is amended to add the following
paragraph:
On December 28, 1999, the indirectly owned pecuniary interests in the
Shares held by Mr. Chambers and members of his family were transferred
as a gift, without consideration, to a charitable trust, of which
Messrs. Borowsky and Roy are trustees. Under the trust agreement, the
Initial Grantor (which is owned by Messrs. Borowsky and Roy) has the
right to acquire such interests in return for other property of an
equivalent value.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Original Schedule 13D is amended to add the following sentence:
The Series A Preferred Stock was automatically converted to Common
Stock on November 4, 1999.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(a) of the Original Schedule 13D is amended to add the following
paragraph:
The Series A Preferred Stock was automatically converted to Common
Stock on November 4, 1999. After giving effect to such conversion, and
as of November 4, 1999, each of the Reporting Persons was the
beneficial owner of 19.0% of the issued and outstanding Common Stock
of the Company.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
The second paragraph of Item 6 of the Original Schedule 13D is amended and
restated in its entirety to read as follows:
In addition to the charitable trust noted in Item 2 above, seven other
individuals, including Messrs. Borowsky and Roy, have an indirect
pecuniary interest in the Shares. The indirect pecuniary interest of
each of these seven other individuals in the shares of Common Stock of
the Company amounts, in each case, to less than 5% of the shares of
Common Stock of the Company.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
The following exhibit is added:
4. Section 11 of dreamlife Charitable Irrevocable Trust between Van
Beuren Management, Inc., as Initial Grantor, and Kurt T. Borowsky
and David J. Roy.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
CYL Development Holdings, LLC,
a New Jersey limited liability company
Dated: December 28, 1999 By: /s/ David J. Roy
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David J. Roy, Manager
Dated: December 28, 1999 /s/ Kurt T. Borowsky
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Kurt T. Borowsky
Dated: December 28, 1999 /s/ David J. Roy
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David J. Roy
Exhibit 4- Copy of Section 11 of dreamlife Charitable Irrevocable Trust
between Van Beuren Management, Inc., as Initial Grantor, and Kurt T.
Borowsky and David J. Roy
11. The Initial Grantor hereby retains the personal, non-fiduciary right
and power from time to time to acquire or reacquire any part or all of the
trust property of the fund named for any Grantor by substituting other
property of an equivalent value at the time that this right and power is
exercised. This power shall be exercisable by the Initial Grantor by a
determination of the president of the Initial Grantor. In addition to any
other means provided by law, at any time or times, the Initial Grantor may
release, renounce, reduce, or disclaim upon any terms, either in whole or
in part, temporarily or permanently, revocably or irrevocably, and with
respect to any one or more of the funds named for the Grantors, the power
and right conferred under this paragraph by written instrument delivered to
the trustee. Any such release, renouncement, reduction, or disclaimer shall
be binding on all parties, including any beneficiaries hereunder. The power
granted by this paragraph shall be a personal, rather than a fiduciary,
power and the powerholder shall not be liable to any Grantor, beneficiary
or to any other person for the consequences of exercising or not exercising
this power.
