UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
The Village Green Bookstore, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.001 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
927077206
- --------------------------------------------------------------------------------
(CUSIP Number)
Mr. Steven B. Sands
c/o Sands Brothers & Co., Ltd.
90 Park Avenue
New York, New York 10016 (212)697-5200
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 11, 1996
- --------------------------------------------------------------------------------
(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 |_|. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
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 1 of 37 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 927077206 Page 2 of 37 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven B. Sands
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 119,000
BENEFICIALLY ------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 235,000
PERSON ------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
None
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
354,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
354,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.41%
- --------------------------------------------------------------------------------
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>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
The Village Green Bookstore, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.001 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
927077206
- --------------------------------------------------------------------------------
(CUSIP Number)
Mr. Steven B. Sands
c/o Sands Brothers & Co., Ltd.
90 Park Avenue
New York, New York 10016 (212)697-5200
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 11, 1996
- --------------------------------------------------------------------------------
(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 |_|. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
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 3 of 37 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 927077206 Page 4 of 37 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Martin S. Sands
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 119,000
BENEFICIALLY ------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 235,000
PERSON ------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
None
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
354,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
354,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.41%
- --------------------------------------------------------------------------------
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>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
The Village Green Bookstore, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.001 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
927077206
- --------------------------------------------------------------------------------
(CUSIP Number)
Mr. Steven B. Sands
c/o Sands Brothers & Co., Ltd.
90 Park Avenue
New York, New York 10016 (212)697-5200
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 11, 1996
- --------------------------------------------------------------------------------
(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 |_|. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
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 5 of 37 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 927077206 Page 6 of 37 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Katie and Adam Bridge Partners, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF 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
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 40,000
BENEFICIALLY ------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING None
PERSON ------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
40,000
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.07%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*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>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
The Village Green Bookstore, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.001 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
927077206
- --------------------------------------------------------------------------------
(CUSIP Number)
Mr. Steven B. Sands
c/o Sands Brothers & Co., Ltd.
90 Park Avenue
New York, New York 10016 (212)697-5200
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 11, 1996
- --------------------------------------------------------------------------------
(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 |_|. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
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 7 of 37 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 927077206 Page 8 of 37 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jenna Partners, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF 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
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 34,000
BENEFICIALLY ------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING None
PERSON ------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
34,000
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.90%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*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>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
The Village Green Bookstore, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.001 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
927077206
- --------------------------------------------------------------------------------
(CUSIP Number)
Mr. Steven B. Sands
c/o Sands Brothers & Co., Ltd.
90 Park Avenue
New York, New York 10016 (212)697-5200
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 11, 1996
- --------------------------------------------------------------------------------
(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 |_|. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
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 9 of 37 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 927077206 Page 10 of 37 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jenna Partners II, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) |_|
(b) |_|
- --------------------------------------------------------------------------------
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
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 35,000
BENEFICIALLY ------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING None
PERSON ------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
35,000
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.93%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*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>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
The Village Green Bookstore, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.001 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
927077206
(CUSIP Number)
Mr. Steven B. Sands
c/o Sands Brothers & Co., Ltd.
90 Park Avenue
New York, New York 10016 (212)697-5200
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 11, 1996
- --------------------------------------------------------------------------------
(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 |_|. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
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 11 of 37 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 927077206 Page 12 of 37 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Owl-1 Partners, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF 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
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 10,000
BENEFICIALLY ------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING None
PERSON ------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
10,000
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.27%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*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>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
The Village Green Bookstore, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.001 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
927077206
- --------------------------------------------------------------------------------
(CUSIP Number)
Mr. Steven B. Sands
c/o Sands Brothers & Co., Ltd.
90 Park Avenue
New York, New York 10016 (212)697-5200
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 11, 1996
- --------------------------------------------------------------------------------
(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 |_|. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
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 13 of 37 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 927077206 Page 14 of 37 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sands Brothers & Co., Ltd.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) |_|
(b) |_|
- --------------------------------------------------------------------------------
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
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY ------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING None
PERSON ------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
None
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
None
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
BD, CO
- --------------------------------------------------------------------------------
*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>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.___)*
The Village Green Bookstore, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.001 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
927077206
- --------------------------------------------------------------------------------
(CUSIP Number)
Mr. Steven B. Sands
c/o Sands Brothers & Co., Ltd.
90 Park Avenue
New York, New York 10016 (212)697-5200
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 11, 1996
- --------------------------------------------------------------------------------
(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 |_|. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
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 15 of 37 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 927077206 Page 16 of 37 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ponderosa Partners, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF 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
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY ------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING None
PERSON ------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
235,000
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
235,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.28%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*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 statement relates to the shares of common stock, par value $.001 per
share ("Common Stock"), of The Village Green Bookstore, Inc., a New York
corporation (the "Company") with principal executive offices located at 1357
Monroe Avenue, Rochester, New York 14618. This statement constitutes (A)
Amendment No. 5 to the Schedule 13D of Steven B. Sands, originally filed with
the Securities and Exchange Commission (the "Commission") on July 8, 1993, as
amended by (i) Amendment No. 1 thereto filed with the Commission on August 4,
1993; (ii) Amendment No. 2 thereto filed with the Commission on April 7, 1994;
(iii) Amendment No. 3 thereto filed with the Commission on January 5, 1995 and
(iv) Amendment No. 4 thereto filed with the Commission on April 14, 1995; (B)
Amendment No. 5 to the Schedule 13D of Martin S. Sands, originally filed with
the Commission on July 8, 1993, as amended by (i) Amendment No. 1 thereto filed
with the Commission on August 4, 1993; (ii) Amendment No. 2 thereto filed with
the Commission on April 7, 1994; (iii) Amendment No. 3 thereto filed with the
Commission on January 5, 1995 and (iv) Amendment No. 4 thereto filed with the
Commission on April 14, 1995; (C) Amendment No. 1 to the Schedule 13D of Katie
and Adam Bridge Partners, L.P., which Schedule 13D was originally filed with the
Commission on July 8, 1993; (D) Amendment No. 2 to the Schedule 13D of Jenna
Partners, L.P. related to the Common Stock, which Schedule 13D was originally
filed with the Commission on July 8, 1993, as amended by Amendment No. 1 thereto
filed with the Commission on April 14, 1995; (E) Amendment No. 2 to the Schedule
13D of Jenna Partners II, L.P. related to the Common Stock, which Schedule 13D
was originally filed with the Commission on July 8, 1993, as amended by
Amendment No. 1 thereto filed with the Commission on April 14, 1995; (F)
Amendment No. 1 to the Schedule 13D of Owl-1 Partners, L.P. related to the
Common Stock, which Schedule 13D was originally filed with the Commission on
July 8, 1993; (G) Amendment No. 3 to the Schedule 13D of Sands Brothers & Co.,
Ltd. related to the Common Stock, which Schedule 13D was originally filed with
the Commission on August 4, 1993, as amended by (i) Amendment No. 1 thereto
filed with the Commission on April 7, 1994, and (ii) Amendment No. 2 thereto
filed with the Commission on January 5, 1995 (said filings of Messrs. Steven B.
Sands and Martin S. Sands, Katie and Adam Bridge Partners, L.P., Jenna Partners,
L.P., Jenna Partners II, L.P., Owl-1 Partners, L.P. and Sands Brothers & Co.,
Ltd. are hereinafter collectively referred to as the "Initial Filing"); and
(H) the initial filing of a Schedule 13D of Ponderosa Partners, L.P. with
respect to the Common Stock of the Company.
This statement constitutes the first electronic amendment to the Initial
Filing, and in accordance with Rule 13d-2(c) promulgated by the Commission,
contains certain information previously disclosed by the Initial Filing. The
information set forth in the Initial Filing is amended and restated as set forth
herein.
Page 17 of 37 Pages
<PAGE>
Item 2. Identity and Background
This statement is filed on behalf of the following persons: (a) Mr. Steven
B. Sands; (b) Mr. Martin S. Sands; (c) Katie and Adam Bridge Partners, L.P. ("K
& A, L.P."); (d) Jenna Partners, L.P. ("Jenna, L.P."); (e) Jenna Partners II,
L.P. ("Jenna II, L.P.)"; (f) Owl-1 Partners, L.P. ("Owl-1, L.P."); (g) Sands
Brothers & Co., Ltd. ("Sands Brothers") and (h) Ponderosa Partners, L.P.
("Ponderosa, L.P.").
In accordance with the General Instructions for complying with Schedule
13D, the information called for by Items 2 through 6 inclusive also is provided
with respect to (a) K & A Bridge Partners Corp., which is the corporate general
partner of K & A, L.P.; (b) Jenna Capital Corp., which is the corporate general
partner of Jenna, L.P.; (c) Jenna II Capital Corp., which is the corporate
general partner of Jenna II, L.P.; (d) Owl Capital Management, Inc., which is
the corporate general partner of Owl-1, L.P. and (e) Steven B. Sands and Martin
S. Sands, the general partners of Ponderosa, L.P.
Steven B. Sands
The business address of Mr. Steven B. Sands is c/o Sands Brothers & Co.,
Ltd., 90 Park Avenue, New York, New York 10016. The occupation of Mr. Steven B.
Sands is Chief Executive Officer, Co-Chairman, Secretary, Treasurer and a
director of Sands Brothers. Sands Brothers, a corporation organized under the
laws of the State of Delaware, is a registered broker-dealer. Mr. Steven B.
Sands is one of the two general partners of Ponderosa, L.P. and also is an
executive officer and a director of each of K & A Bridge Partners Corp., Jenna
Capital Corp., Jenna II Capital Corp., and Owl-1 Capital Management Inc. As of
the date hereof, Mr. Steven B. Sands is a director of Company, although he has
submitted his resignation as such in escrow to the Company. Mr. Steven B. Sands
has not been convicted in any criminal proceeding during the past five years.
During the past five years, Mr. Steven B. Sands has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction the
result of which proceeding was 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.
Martin S. Sands
The business address of Mr. Martin S. Sands is c/o Sands Brothers & Co.,
Ltd., 90 Park Avenue, New York, New York 10016. The occupation of Mr. Martin S.
Sands is President, Co- Chairman and a director of Sands Brothers. Mr. Martin S.
Sands is one of the two general partners of Ponderosa, L.P. and also is an
executive officer and a director of K & A Bridge Partners Corp., Jenna Capital
Corp., Jenna II Capital Corp., and Owl Capital Management, Inc. Mr. Martin S.
Sands has not been convicted in any criminal proceeding during the past five
years. During the past five years, Mr. Martin S. Sands has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
the result of which proceeding was a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
Page 18 of 37 Pages
<PAGE>
activities subject to, federal or state securities laws or finding any violation
with respect to such laws. Mr. Martin S. Sands is a citizen of the United
States.
Katie and Adam Bridge Partners, L.P.
K & A, L.P. is a Delaware limited partnership whose principal offices and
place of business are located at c/o Sands Brothers, 90 Park Avenue, New York,
New York 10016. The principal business of K & A, L.P. is to act as a private
investment limited partnership and to make bridge capital investments in
privately held companies seeking to effectuate initial public offerings and
publicly traded companies seeking additional working capital. K & A, L.P. has
not been convicted in any criminal proceeding during the past five years. During
the past five years, K & A, L.P. has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction the result of which
proceeding was 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. K & A Bridge Partners
Corp. (described below) is the sole general partner of K & A, L.P.
K & A Bridge Partners Corp.
K & A Bridge Partners Corp. ("K & A Corp.") is a Delaware corporation whose
principal offices and place of business are located at c/o Sands Brothers, 90
Park Avenue, New York, New York 10016. The principal business of K & A Corp. is
to act as the general partner of K & A, L.P. K & A Corp. has not been convicted
in any criminal proceeding during the past five years. During the past five
years, K & A Corp. has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction the result of which proceeding was
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. Mr. Steven B. Sands is the President
and a director of, and Mr. Martin S. Sands is the Chairman, Vice President,
Secretary, Treasurer and a director of, K & A Corp. K & A Corp. is owned by
trusts of which Steven B. Sands and Martin S. Sands, respectively, serve as
trustees.
Jenna Partners, L.P.
Jenna Partners, L.P. is a Delaware limited partnership whose principal
offices and place of business are located at c/o Sands Brothers, 90 Park Avenue,
New York, New York 10016. The principal business of Jenna, L.P. is to act as a
private investment limited partnership. Jenna, L.P. has not been convicted in
any criminal proceeding during the past five years. During the past five years,
Jenna, L.P. has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction the result of which proceeding was
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. Jenna Capital Corp. (described below)
is the sole general partner of Jenna, L.P.
Page 19 of 37 Pages
<PAGE>
Jenna Capital Corp.
Jenna Capital Corp. ("Jenna Corp.") is a Delaware corporation whose
principal offices and place of business are located at c/o Sands Brothers, 90
Park Avenue, New York, New York 10016. The principal business of Jenna Corp. is
to act as the general partner of Jenna, L.P. Jenna Corp. has not been convicted
in any criminal proceeding during the past five years. During the past five
years, Jenna Corp. has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction the result of which proceeding was
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. Mr. Steven B. Sands is the Vice
President and a director of, and Mr. Martin S. Sands is the President and a
director of, Jenna Corp. Jenna Corp. is owned by trusts of which Steven B. Sands
and Martin S. Sands, respectively, serve as trustees.
Jenna Partners II, L.P.
Jenna II, L.P is a Delaware limited partnership whose principal offices and
place of business are located at c/o Sands Brothers, 90 Park Avenue, New York,
New York 10016. The principal business of Jenna II, L.P. is to act as a private
investment limited partnership. Jenna II, L.P. has not been convicted in any
criminal proceeding during the past five years. During the past five years,
Jenna II, L.P. has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction the result of which proceeding was
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. Jenna II Capital Corp. (described
below) is the sole general partner of Jenna II, L.P.
Jenna II Capital Corp.
Jenna II Capital Corp. ("JCC II") is a Delaware corporation whose principal
offices and place of business are located at c/o Sands Brothers, 90 Park Avenue,
New York, New York 10016. The principal business of JCC II is to act as the
general partner of Jenna II, L.P. JCC II has not been convicted in any criminal
proceeding during the past five years. During the past five years, JCC II has
not been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction the result of which proceeding was 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. Mr. Steven B. Sands is the President and a director
of, and Mr. Martin S. Sands is the Chairman, Vice President, Secretary and
Treasurer of, JCC II. JCC II is owned by trusts of which Steven B. Sands and
Martin S. Sands, respectively, serve as trustees.
Page 20 of 37 Pages
<PAGE>
Owl-1 Partners, L.P.
Owl-1 Partners, L.P. is a Delaware limited partnership whose principal
offices and place of business are located at c/o Sands Brothers, 90 Park Avenue,
New York, New York 10016. The principal business of Owl-1, L.P. is to act as a
private investment limited partnership. Owl-1, L.P. has not been convicted in
any criminal proceeding during the past five years. During the past five years,
Owl-1, L.P. has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction the result of which proceeding was
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. Owl Capital Management, Inc. (described
below) is the sole general partner of Owl-1, L.P.
Owl Capital Management, Inc.
Owl Capital Management, Inc. ("Owl Inc.") is a Delaware corporation whose
principal offices and place of business are located at c/o Sands Brothers, 90
Park Avenue, New York, New York 10016. The principal business of Owl Inc. is to
act as the general partner of Owl-1, L.P. Owl Inc. has not been convicted in any
criminal proceeding during the past five years. During the past five years, Owl
Inc. has not been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction the result of which proceeding was 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. Mr. Steven B. Sands is the Vice President
and a director of, and Mr. Martin S. Sands is the President and a director of,
Owl Inc. Owl Inc. is owned by trusts of which Steven B. Sands and Martin S.
Sands, respectively, serve as trustees.
Sands Brothers & Co., Ltd.
Sands Brothers is a Delaware corporation. The address of the principal
office and of the principal business of Sands Brothers is 90 Park Avenue, New
York, New York 10016. Sands Brothers is a registered broker-dealer. The
principal business of Sands Brothers is acting as a broker-dealer and investment
banker. Sands Brothers has not been convicted in any criminal proceeding during
the past five years. Steven B. Sands and Martin S. Sands are the only executive
officers, directors and controlling persons of Sands Brothers.
In August 1995, Sands Brothers consented to an Order of Censure and
Assessment and Limitation of Broker-Dealer License by the Commissioner of
Securities of the State of Wisconsin whereby (i) Sands Brothers was censured
for, and prohibited from, employing an agent to represent it in Wisconsin unless
the agent is licensed as a securities agent therein, (ii) Sands Brothers was
ordered to pay $2,500 as an administrative assessment and (iii) the
broker-dealer license of Sands Brothers was limited to the execution of
unsolicited sales of securities for already existing customers for a period of
45 days (the "Wisconsin Matter").
Page 21 of 37 Pages
<PAGE>
Other than with respect to the Wisconsin Matter, during the five year
period prior to the date hereof, Sands Brothers has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction the
result of which proceeding was 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.
Ponderosa Partners, L.P.
Ponderosa, L.P. is a Delaware limited partnership whose principal offices
and place of business are located at c/o Sands Brothers, 90 Park Avenue, New
York, New York 10016. The principal business of Ponderosa, L.P. is to act as a
private investment limited partnership. Ponderosa, L.P. has not been convicted
in any criminal proceeding during the past five years. During the past five
years, Ponderosa, L.P. has not been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction the result of which proceeding
was 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. Messrs. Steven B. Sands and
Martin S. Sands are the general partners of Ponderosa, L.P.
Item 3. Source and Amount of Funds or Other Consideration
Sands Brothers acted as placement agent in connection with a $2 million
private placement ("Private Placement") by the Company of 20 Units ("Units"),
each Unit consisting of (i) a 7.5% senior secured subordinated note in the
principal amount of $90,000 (collectively, the "Notes") and (ii) 20,000 shares
of Common Stock at $0.50 per share. The terms of the Private Placement permitted
the sale of partial Units to investors. The closing of the sale of the Units
occurred on June 28, 1993 (the "1993 Closing Date").
In connection with the Private Placement, (i) K & A, L.P. subscribed for an
aggregate of $200,000 in the Company's private placement (i.e., two Units), and
received a Note in the principal amount of $180,000 and 40,000 shares of Common
Stock; (ii) Jenna, L.P. subscribed for an aggregate of $75,000 in the Company's
private placement (i.e., three-fourths of one Unit), and received a Note in the
principal amount of $67,500 and 15,000 shares of Common Stock; (iii) Jenna II,
L.P. subscribed for an aggregate of $75,000 in the Company's private placement
(i.e., three-fourths of one Unit), and received a Note in the principal amount
of $67,500 and 15,000 shares of Common Stock; and (iv) Owl-1, L.P. subscribed
for an aggregate of $50,000 in the Company's private placement (i.e., one-half
of one Unit), and received a Note in the principal amount of $45,000 and 10,000
shares of Common Stock.
The source of the funds invested by each of K & A, L.P., Jenna, L.P., Jenna
II, L.P. and Owl-1, L.P. was derived in from their respective working capital.
Holders of the shares of Common Stock comprising a portion of the Units
were granted certain registration rights under the Securities Act of 1933, as
amended. The reporting persons have been advised by the Company that a
registration statement on Form S-3 ("Registration
Page 22 of 37 Pages
<PAGE>
Statement") was declared effective by the Commission on March 17, 1994. As a
result, the reporting persons may dispose any or all of their respective shares
and the shares of Common Stock underlying the remaining Sands Warrants (as
defined below) at any time in either open market or private transactions, so
long as the Registration Statement remains effective with the Commission.
As partial consideration for acting as placement agent in the Private
Placement, on the Closing Date, Sands Brothers received, individually and as
nominee for certain of its employees, for a nominal payment of $50.00, warrants
to purchase 500,000 shares of the Company's Common Stock, exercisable for a
period of five years which commenced on September 27, 1993, at an exercise price
of $0.50 per share (the "Placement Agent Warrants"). After giving effect to the
division of an aggregate of 215,000 Placement Agent Warrants to certain
employees, Sands Brothers retained an aggregate of 285,000 of the Placement
Agent Warrants. Such remaining Placement Agent Warrants retained by Sands
Brothers subsequent to the aforementioned division of the Placement Agent
Warrants are referred to as the "Sands Warrants." Sands Brothers disclaims
beneficial ownership of the balance of the 215,000 Placement Agent Warrants not
held by Sands Brothers. The $50.00 paid by Sands Brothers in consideration for
the Placement Agent Warrants on the Closing Date was derived from the working
capital of Sands Brothers.
On March 31, 1994 (the "Exercise Date") Sands Brothers exercised all of the
285,000 Sands Warrants. In accordance with the terms of the Sands Warrants,
pursuant to the exercise of the Sands Warrants, Sands Brothers acquired 285,000
shares of Common Stock (the "Sands Warrant Shares") in consideration for an
aggregate of $142,500 paid to the Company. The $142,500 paid by Sands Brothers
for the acquisition of the Sands Warrant Shares pursuant to the exercise of the
Sands Warrants was derived from the working capital of Sands Brothers.
On December 30, 1994, Sands Brothers donated 25,000 shares of Common Stock
to The Trustees of Hamilton College (the "Donation").
In connection with a public offering of units by the Company on March 23,
1995 ("Public Offering"), (i) Jenna, L.P. purchased 9,500 shares of Common Stock
and 9,500 Redeemable Common Stock Purchase Warrants (the "Redeemable Warrants")
at the price per unit of $3.00 for an aggregate purchase price of $28,500 and
(ii) Jenna II, L.P. purchased 10,000 shares of Common Stock and 10,000
Redeemable Warrants at the price per unit of $3.00 for an aggregate purchase
price of $30,000. Each Redeemable Warrant entitles the holder thereof to
purchase, at any time during the period commencing on the date of the issuance
thereof and ending March 15, 2005, one share of Common Stock at an initial
exercise price of $3.60. The source of the funds invested by each of Jenna, L.P.
and Jenna II, L.P. was derived from their respective working capital.
On January 11, 1996, Sands Brothers granted put options for an aggregate of
12,000 Sands Warrants Shares ("Put Options") to certain individuals in a private
transaction. The Put Options are immediately exercisable for a period of five
years. The purchase price of the shares
Page 23 of 37 Pages
<PAGE>
underlying the Put Options is $3.50 per share. Sands Brothers believe that, as
of the date hereof, the Put Options have not been exercised.
On February 7, 1996, Sands Brothers sold in a private transaction an
aggregate of 25,000 Sands Warrant Shares for the sale price of $.50 per share.
On April 1, 1996, Sands Brothers contributed the remaining Sands Warrant
Shares as a capital contribution to Ponderosa, L.P. As a result of such
contribution to Ponderosa, L.P., Sands Brothers no longer has beneficial
ownership of shares of Common Stock of the Company.
Item 4. Purpose of Transaction
The acquisition of Common Stock by each of K & A, L.P. and Owl-1, L.P. was
made for investment purposes in the Company's Private Placement. The acquisition
of Common Stock by Jenna, L.P. and Jenna II, L.P. was made for investment
purposes in the Company's Private Placement and the Public Offering. None of the
acquiring partnerships was formed for the express purpose of purchasing Units
and/or Common Stock. The Private Placement was consummated pursuant to Section
4(2) of the Securities Act of 1933, as amended, and Regulation D promulgated
thereunder. K & A, L.P., Jenna, L.P., Jenna II, L.P. and Owl-1, L.P. were
afforded the same Registration Rights as the other investors in the Private
Placement.
Sands Brothers acted as placement agent in the Private Placement. In
connection therewith, Sands Brothers received the Sands Warrants.
Each of the undersigned believes that the consummation by Sands Brothers of
the Private Placement was conditioned upon the resignation, on the 1993 Closing
Date, of Mr. Paul Adams as the Company's President, Chief Executive Officer,
Chief Financial Officer, Chief Operating Officer, Treasurer and Chairman of the
Board of Directors, and Mr. Adams' resignation as an officer and director of the
Company's subsidiaries. Each of the undersigned believes that Mr. Adams did so
resign on the Closing Date, and that on the Closing Date Mr. Adams was replaced
in all of such positions with Mr. Raymond C. Sparks.
Each of the undersigned believes that on the Closing Date, Ms. Jessie
Marvin Lazeroff, a director of the Company and the Company's Vice President of
Operations, resigned as a director of the Company and its subsidiaries.
On the Closing Date, Mr. Steven B. Sands was named a director of the
Company. Mr. Sands was named a director of the Company pursuant to an agreement
between Sands Brothers and the Company which provided that Sands Brothers has
the right to designate a nominee for election, at its option, either as a member
of or a non-voting advisor to the Board of Directors of the Company, and the
Company will use its best efforts to cause such nominee to be elected and
continued in office as a director of the Company or as such advisor, until the
expiration of five years from the 1993 Closing Date.
Page 24 of 37 Pages
<PAGE>
In addition, the Company agreed with Sands Brothers that it will support an
additional nominee of Sands Brothers (who is acceptable to the Company in its
reasonable discretion) for election as an additional member of the Company's
Board of Directors. As a result of these agreements, on the 1993 Closing Date,
the Company's Board of Directors consisted of Mr. Raymond Sparks, Mr. John W.
Borek (an existing director) and Mr. Steven B. Sands. Each of the undersigned
believes that John P. Holmes, a former Managing Director of Sands Brothers, was
elected to the Board of Directors of the Company at its annual meeting of
shareholders on October 31, 1993.
On September 25, 1996, each of the undersigned believes that the Company
entered into a Credit Agreement (the "Credit Agreement") with VGBS Acquisition
Corporation ("VGBS"), a New York corporation having its principal office at 1895
Mt. Hope Avenue, Rochester, New York 14620, which the Company reported was
consummated on October 11, 1996 on its Form 8-K (date of event October 11, 1996)
(the "8-K"). As conditions to the closing of the Credit Agreement, (i) Mr.
Steven B. Sands delivered a resignation as a member of the board of directors of
the Company in escrow at closing; and (ii) each of Steven B. Sands, Martin S.
Sands and Sands Brothers (individually, the "Shareholder" and collectively, the
"Shareholders") entered into a Shareholders Voting Agreement and Irrevocable
Proxy ("Voting Agreement") with VGBS pursuant to which each of the Shareholders
granted VGBS and the Company the absolute right to vote all shares of the
Company presented owned or hereinafter acquired by such Shareholder and the
Shareholder's assigns, affiliates and limited partnerships. The Voting Agreement
is attached as part of the 8-K.
Except as set forth above, the reporting persons have no plans or proposals
which relate to, or could result in, any of the matters referred to in
paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
According to the 8-K, as of July 28, 1996, the Company had 3,741,255 shares
of its Common Stock issued and outstanding.
(a) Mr. Steven B. Sands is the beneficial owner of 354,000 shares of Common
Stock, or 9.41% of the Company's Common Stock outstanding. Such ownership is
indirect. Such shares of Common Stock are owned directly by K & A, L.P., Jenna,
L.P., Jenna II, L.P., Owl-1, L.P. and Ponderosa, L.P., each of whose ownership
is described below. As an executive officer or director of the corporate general
partners of each of the investment partnerships and as a general partner of
Ponderosa, L.P., Mr. Steven B. Sands has shared indirect power to dispose of
such Common Stock. Pursuant to the Voting Agreement, Steven Sands' shared
indirect power to vote, or direct the vote, of 235,000 shares of Common Stock
has been granted to VGBS. Steven Sands' dispositive power, however, is shared
with Mr. Martin S. Sands. Mr. Steven B. Sands is the brother of Mr. Martin S.
Sands. Mr. Steven B. Sands acknowledges his relationship with each of K & A,
L.P., K & A Corp., Jenna, L.P., Jenna Corp., Jenna II, L.P., Jenna II Corp.,
Owl-1, L.P., Owl Inc. and Ponderosa, L.P., but does not affirm that these
partnerships and their
Page 25 of 37 Pages
<PAGE>
general partners constitute a group for reporting purposes under Section 13(d)
of the Securities Exchange Act of 1934, as amended.
(b) Mr. Martin S. Sands is the beneficial owner of 354,000 shares of Common
Stock, or 9.41% of the Company's Common Stock outstanding. Such ownership is
indirect. Such shares of Common Stock are owned directly by K & A, L.P., Jenna,
L.P., Jenna II, L.P., Owl-1, L.P. and Ponderosa, L.P., each of whose ownership
is described below. As an executive officer and director of the corporate
general partners of each of the investment partnerships and as a general partner
of Ponderosa, L.P., Mr. Martin S. Sands has shared power to dispose or to direct
the disposition of such Common Stock. Pursuant to the Voting Agreement, Martin
Sands' shared indirect power to vote, or direct the vote, of 235,000 shares of
Common Stock has been granted to VGBS. Martin Sands' dispositive power, however,
is shared with Steven B. Sands. Mr. Martin S. Sands is the brother of Mr. Steven
B. Sands. Mr. Martin S. Sands acknowledges his relationship with each of K & A,
L.P., K & A Corp., Jenna, L.P., Jenna Corp., Jenna II, L.P., Jenna II Corp.,
Owl-1, L.P., Owl Inc. and Ponderosa, L.P., but does not affirm that these
partnerships and their general partners constitute a group for reporting
purposes under Section 13(d) of the Securities Exchange Act of 1934, as amended.
(c) K & A, L.P. is the beneficial owner of 40,000 shares of Common Stock,
or 1.07% of the Company's Common Stock outstanding. Such ownership is direct. K
& A Corp. is the general partner of K & A, L.P. K & A, L.P. has sole power to
dispose or direct the disposition and direct the vote of such Common Stock. K &
A, L.P. expressly disclaims beneficial ownership of any shares of Common Stock
held or owned by Mr. Steven B. Sands, Mr. Martin S. Sands, Jenna, L.P., Jenna
Corp., Jenna II, L.P., Jenna II Corp., Owl-1, L.P., Owl Inc. or Ponderosa, L.P.
(d) K & A Corp. is the beneficial owner of 40,000 shares of Common Stock,
or 1.07% of the Company's Common Stock outstanding. Such ownership is indirect;
such shares are held directly by K & A, L.P. K & A Corp., as the general partner
of K & A, L.P., has sole power to dispose or direct the disposition and direct
the vote of such Common Stock. K & A Corp. expressly disclaims beneficial
ownership of any shares of Common Stock held or owned by Mr. Steven B. Sands,
Mr. Martin S. Sands, Jenna, L.P., Jenna Corp., Jenna II, L.P., Jenna II Corp.,
Owl-1, L.P., Owl Inc. or Ponderosa, L.P.
(e) Jenna, L.P. is the beneficial owner of 34,000 shares of Common Stock,
or 0.90% of the Company's Common Stock outstanding. Such ownership is direct.
Jenna Corp. is the general partner of Jenna, L.P., and, on behalf and in the
name of Jenna, L.P., has sole power to dispose or direct the disposition and
direct the vote of such Common Stock. Jenna, L.P. expressly disclaims beneficial
ownership of any shares of Common Stock held or owned by Mr. Steven B. Sands,
Mr. Martin S. Sands, K & A, L.P., K & A Corp., Jenna II, L.P., Jenna II Corp.,
Owl-1, L.P., Owl Inc. or Ponderosa, L.P.
(f) Jenna Corp. is the beneficial owner of 34,000 shares of Common Stock,
or 0.90% of the Company's Common Stock outstanding. Such ownership is indirect;
such shares
Page 26 of 37 Pages
<PAGE>
are held directly by Jenna, L.P. Jenna Corp., as the general partner of Jenna,
L.P., has sole power to dispose or direct the disposition and direct the vote of
such Common Stock. Jenna Corp. expressly disclaims beneficial ownership of any
shares of Common Stock held or owned by Mr. Steven B. Sands, Mr. Martin S.
Sands, K & A, L.P., K & A Corp., Jenna II, L.P., Jenna II Corp., Owl-1, L.P.,
Owl Inc. or Ponderosa, L.P.
(g) Jenna II, L.P. is the beneficial owner of 35,000 shares of Common
Stock, or 0.93% of the Company's Common Stock outstanding. Such ownership is
direct. Jenna II Corp. is the general partner of Jenna II, L.P., and, on behalf
and in the name of Jenna II, L.P., has sole power to dispose or direct the
disposition and direct the vote of such Common Stock. Jenna II, L.P. expressly
disclaims beneficial ownership of any shares of Common Stock held or owned by
Mr. Steven B. Sands, Mr. Martin S. Sands, K & A, L.P., K & A Corp., Jenna, L.P.,
Jenna Corp., Owl-1, L.P., Owl Inc. or Ponderosa, L.P.
(h) Jenna II Corp. is the beneficial owner of 35,000 shares of Common
Stock, or 0.93% of the Company's Common Stock outstanding. Such ownership is
indirect; such shares are held directly by Jenna II, L.P. Jenna II Corp., as the
general partner of Jenna II, L.P., has sole power to dispose or direct the
disposition and direct the vote of such Common Stock. Jenna II Corp. expressly
disclaims beneficial ownership of any shares of Common Stock held or owned by
Mr. Steven B. Sands, Mr. Martin S. Sands, K & A, L.P., K & A Corp., Jenna, L.P.,
Jenna Corp., Owl-1, L.P., Owl Inc. or Ponderosa, L.P.
(i) Owl-1, L.P. is the beneficial owner of 10,000 shares of Common Stock,
or 0.27% of the Company's Common Stock outstanding. Such ownership is direct.
Owl Inc. is the general partner of Owl-1, L.P., and, on behalf and in the name
of Owl-1, L.P., has sole power to dispose or direct the disposition and direct
the vote of such Common Stock. Owl-1, L.P. expressly disclaims beneficial
ownership of any shares of Common Stock held or owned by Mr. Steven B. Sands,
Mr. Martin S. Sands, K & A, L.P., K & A Corp., Jenna, L.P., Jenna Corp., Jenna
II, L.P., Jenna II Corp. or Ponderosa, L.P.
(j) Owl Inc. is the beneficial owner of 10,000 shares of Common Stock, or
0.27% of the Company's Common Stock outstanding. Such ownership is indirect;
such shares are held directly by Owl-1, L.P. Owl Inc., as the general partner of
Owl-1, L.P., has sole power to dispose or direct the disposition and direct the
vote of such Common Stock. Owl Inc. expressly disclaims beneficial ownership of
any shares of Common Stock held or owned by Mr. Steven B. Sands, Mr. Martin S.
Sands, K & A, L.P., K & A Corp., Jenna, L.P., Jenna Corp., Jenna II, L.P., Jenna
II Corp. or Ponderosa, L.P.
(k) Ponderosa, L.P. is the beneficial owner of 235,000 shares of Common
Stock, or 6.3% of the Company's Common Stock outstanding. Such ownership is
direct. Mr. Steven B. Sands and Mr. Martin S. Sands are the general partners of
Ponderosa, L.P., and, on behalf and in the name of Ponderosa, L.P., have shared
power to dispose or direct the disposition of but, pursuant to the Voting
Agreement, no shared power to vote or direct the vote of such Common Stock.
Ponderosa, L.P. expressly disclaims beneficial ownership of any shares of Common
Stock
Page 27 of 37 Pages
<PAGE>
held or owned by Mr. Steven B. Sands, Mr. Martin S. Sands, K & A, L.P., K & A
Corp., Jenna, L.P., Jenna Corp., Owl-1, L.P., Owl Inc., Jenna II, L.P. or Jenna
II Corp.
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer
Holders of the shares of Common Stock comprising a portion of the Units
(including, without limitation, K & A, L.P., Jenna, L.P., Jenna II, L.P. and
Owl-1, L.P.) were granted certain registration rights under the Securities Act
of 1933, as amended. The reporting persons have been advised by the Company that
the Registration Statement was declared effective by the Commission on March 17,
1994.
In addition, in connection with the Private Placement, on the Closing Date,
the Company issued to Sands Brothers, individually and as nominee for certain of
its employees, the Placement Agent Warrants. After giving effect to the division
of an aggregate of 215,000 Placement Agent Warrants, Sands Brothers retained an
aggregate of 285,000 of the Placement Agent Warrants. In accordance with certain
registration rights granted to holders of the Placement Agent Warrants, all
shares of Common Stock underlying the Placement Agent Warrants were included in
the Registration Statement.
On April 28, 1994, the Company consummated a private placement with respect
to an aggregate of $1.2 million Principal Amount 7% Convertible Senior
Subordinated Debentures of the Company (the "Convertible Debentures") due two
years from the date of issuance, convertible into shares of Common Stock at any
time prior to maturity, unless previously redeemed, at an initial conversion
price of $5.00 per share. Sands Brothers acted as placement agent in the sale of
the Convertible Debentures and received a placement fee of 8% ($96,000) for
placing the Convertible Debentures plus a 2% non-accountable expense allowance
($24,000).
In connection with the Public Offering, Sands Brothers agreed for a period
of 18 months which expired on September 23, 1996 ("Lock-up Period") not to sell
the Sands Warrant Shares without the prior written consent of H.J. Meyers & Co.,
Inc. ("H.J. Meyers"), the underwriter of the Public Offering. Pursuant to a
letter dated January 11, 1996, H.J. Meyers consented to Sands Brothers' grant of
the Put Options and the sale of up to 25,000 shares of Common Stock. On April 1,
1996, H.J. Meyers consented to Sands Brothers' transfer of the remaining Sands
Warrant Shares to Ponderosa, L.P.
On September 25, 1996, the Company entered into the Credit Agreement with
VGBS, which was consummated on October 11, 1996. As conditions to the closing of
the Credit Agreement, (i) each of Messrs. Steven B. Sands, John P. Holmes and
Raymond C. Sparks delivered a resignation in escrow at closing; and (ii) each of
Messrs. Steven B. Sands, Martin S. Sands and Sands Brothers (individually, the
"Shareholder" and collectively, the "Shareholders") entered into a Shareholders
Voting Agreement and Irrevocable Proxy ("Voting Agreement") with VGBS pursuant
to which each of the Shareholders granted VGBS and the Company the absolute
right to vote all shares of the Company presented owned or hereinafter acquired
by such
Page 28 of 37 Pages
<PAGE>
Shareholder and the Shareholder's assigns, affiliates and limited partnerships.
The Voting Agreement is attached to the 8-K.
Item 7. Material to Be Filed as Exhibits
The following exhibit is annexed hereto:
1. Copy of written agreement relating to filing of joint acquisition
statement.
Page 29 of 37 Pages
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
December 11, 1996 /s/ Steven B. Sands
- ----------------- -------------------
Date Signature
Steven B. Sands
-------------------
Name
PONDEROSA, L.P.
By: /s/ Steven B. Sands
--------------------------------------
Steven B. Sands, General Partner
By: /s/ Martin S. Sands
--------------------------------------
Martin S. Sands, General Partner
Page 30 of 37 Pages
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
December 11, 1996 /s/ Martin S. Sands
- ----------------- -------------------
Date Signature
Martin S. Sands
-------------------
Name
Page 31 of 37 Pages
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
December 11, 1996
- -----------------
Date
KATIE AND ADAM BRIDGE PARTNERS, L.P.
By: K & A BRIDGE PARTNERS CORP.
General Partner
By: /s/ Steven B. Sands
----------------------------------
Steven B. Sands, President
Page 32 of 37 Pages
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
December 11, 1996
- -----------------
Date
JENNA PARTNERS, L.P.
By: JENNA CAPITAL CORP.,
General Partner
By: /s/ Martin S. Sands
--------------------------------
Martin S. Sands, President
Page 33 of 37 Pages
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
December 11, 1996
- -----------------
Date
JENNA PARTNERS II, L.P.
By: JENNA II CAPITAL CORP.,
General Partner
By: /s/ Steven B. Sands
---------------------------------
Steven B. Sands, President
Page 34 of 37 Pages
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
December 11, 1996
- -----------------
Date
OWL-1 PARTNERS, L.P.
By: OWL CAPITAL MANAGEMENT, INC.,
General Partner
By: /s/ Martin S. Sands
---------------------------------------
Martin S. Sands, President
Page 35 of 37 Pages
EXHIBIT 1 - JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
the persons named below agree to the joint filing on behalf of each of them of a
Statement on Schedule 13D (including amendments thereto) with respect to the
common stock of The Village Green Bookstore, Inc., and further agree that this
Joint Filing Agreement be included as an Exhibit to such joint filings. In
evidence thereof the undersigned, being duly authorized, hereby execute this
Agreement this 11th day of December, 1996.
KATIE AND ADAM BRIDGE
PARTNERS, L.P.
BY: K & A BRIDGE PARTNERS CORP.,
General Partner
/s/ Steven B. Sands
--------------------------------------
Steven B. Sands, President
JENNA PARTNERS, L.P.
BY: JENNA CAPITAL CORP.,
General Partner
/s/ Martin S. Sands
--------------------------------------
Martin S. Sands, President
JENNA PARTNERS II, L.P.
BY: JENNA II CAPITAL CORP.,
General Partner
/s/ Steven B. Sands
--------------------------------------
Steven B. Sands, President
OWL-1 PARTNERS, L.P.
BY: OWL CAPITAL MANAGEMENT, INC.
General Partner
/s/ Martin S. Sands
--------------------------------------
Martin S. Sands, President
Page 36 of 37 Pages
<PAGE>
SANDS BROTHERS & CO., LTD.
By: /s/ Steven B. Sands
-----------------------------------
Steven B. Sands, Co-Chairman
PONDEROSA, L.P.
By: /s/ Steven B. Sands
-----------------------------------
Steven B. Sands, General Partner
By: /s/ Martin S. Sands
-----------------------------------
Martin S. Sands, General Partner
/s/ Steven B. Sands
-----------------------------------
Steven B. Sands
/s/ Martin S. Sands
-----------------------------------
Martin S. Sands
Page 37 of 37 Pages
