<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
Phoenix Information Systems Corp.
---------------------------------
(Name of Issuer)
Common Stock
------------
(Title or Class of Securities)
719077 10 9
-----------
(CUSIP Number)
*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> 2
1. NAME OF REPORTING PERSON:
Robert P. Gordon
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: United States Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER: 4,641,527 (includes 0 shares owned
directly, and 4,641,527 options exercisable within 60 days of
12/31/97)
6. SHARED VOTING POWER: 0
7. SOLE DISPOSITIVE POWER: 4,641,527 (includes 0 shares owned
directly, and 4,641,527 options exercisable within 60 days of
12/31/97)
8. SHARED DISPOSITIVE POWER: 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,641,527 (includes 0 shares owned directly, and 4,641,527 options
exercisable within 60 days of 12/31/97)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 8.2% (see response
to Item 4)
12. TYPE OF REPORTING PERSON: IN
<PAGE> 3
1. NAME OF REPORTING PERSON:
Heaven International, Inc. (formerly Harvest International of America,
Inc.)
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 59-2958043
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware Corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER: 0
6. SHARED VOTING POWER: 0
7. SOLE DISPOSITIVE POWER: 0
8. SHARED DISPOSITIVE POWER: 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 0% (see response
to Item 4)
12. TYPE OF REPORTING PERSON: CO
<PAGE> 4
1. NAME OF REPORTING PERSON
Visitors Services International Corp. (formerly Visitors Services,
Inc.)
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 65-0374809
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Florida Corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER: 5,000
6. SHARED VOTING POWER: 0
7. SOLE DISPOSITIVE POWER: 5,000
8. SHARED DISPOSITIVE POWER: 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 5,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 0.01% (see
response to Item 4)
12. TYPE OF REPORTING PERSON: CO
<PAGE> 5
ITEM 1.
(a) Name of Issuer: Phoenix Information Systems Corp.
(b) Address of Issuer's Principal Executive Offices:
100 Second Avenue South, Suite 1100 St.
Petersburg, Florida 33701
ITEM 2.
(a) Name of Persons Filing
(b) Address of Principal Business Office
(c) Citizenship
Robert P. Gordon
100 Second Avenue South, Suite 1100
St. Petersburg, Florida 33701
(United States Citizen)
Heaven International, Inc. (formerly Harvest International of
America, Inc.) 100 Second Avenue South, Suite 1000 St.
Petersburg, Florida 33701 (Delaware Corporation)
Visitors Services International Corp. (formerly Visitors
Services, Inc.) 100 Second Avenue South, Suite 1000 St.
Petersburg, Florida 33701 (Florida Corporation)
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 719077 10 9
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
13d-2(b), CHECK WHETHER THE PERSON FILING IS A:
Not applicable.
ITEM 4. OWNERSHIP SEE NOTE (1) BELOW.
ROBERT P. GORDON
(a) Amount beneficially owned: 4,641,527 (includes 0 shares owned
directly, and 4,641,527 options exercisable within 60 days of
12/31/97) See Note (2) below.
(b) Percent of class: 8.2%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 4,641,527
<PAGE> 6
(ii) Shared power to vote or to direct the vote: none.
(iii) Sole power to dispose or direct the disposition of:
4,641,527
(iv) Shared power to dispose or to direct the disposition
of: none.
HEAVEN INTERNATIONAL, INC. (FORMERLY HARVEST INTERNATIONAL OF AMERICA, INC.)
(a) Amount beneficially owned: 0
(b) Percent of class: 0%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: none.
(iii) Sole power to dispose or direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition
of: none.
VISITORS SERVICES INTERNATIONAL CORP. (FORMERLY VISITORS SERVICES, INC.)
(a) Amount beneficially owned: 5,000
(b) Percent of class: 0.01%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 5,000
(ii) Shared power to vote or to direct the vote: none.
(iii) Sole power to dispose or direct the disposition of:
5,000
(iv) Shared power to dispose or to direct the disposition
of: none.
Notes
(1) The filing of this Schedule 13G shall not be construed as an admission
that the reporting person or any of its affiliates is, for the purposes of
Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the
beneficial owner of any securities covered by this Schedule 13G. In
addition, the filing of this Schedule 13G shall not be construed as an
admission that the reporting person or any of its affiliates is the
beneficial owner of any securities covered by this Schedule 13G for any
other purposes than Section 13(d) or 13(g) of the Securities Exchange Act
of 1934.
<PAGE> 7
(2) Assumes the exercise in full of 4,533,527 stock options granted to Mr.
Gordon, exercisable from 12/22/93 expiring on 12/22/01, and options
granted to Mr. Gordon for his director services, which 108,000 will have
vested and will be exercisable within 60 days after December 31, 1997.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
(1) Reporting Person: Robert P. Gordon
Not applicable.
(2) Reporting Person: Heaven International, Inc. (formerly
Harvest International of America,
Inc.)
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following [X].
(3) Reporting Person: Visitors Services International
Corp. (formerly Visitors Services,
Inc.)
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following [X].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
This Schedule 13G is being filed by Robert P. Gordon, Heaven
International, Inc. (formerly Harvest International of America, Inc.)
("Heaven"), an affiliate of Phoenix Information Systems Corp. (the "Issuer"),
and Visitors Services International Corp. (formerly Visitors Services, Inc.)
("VSIC"), an affiliate of the Issuer. Mr. Gordon controls (i) Heaven by virtue
of his beneficial ownership of a majority of Heaven's voting stock and (ii)
VSIC by virtue of his controlling interest in TeleServices International Group
Inc., the parent corporation of VSIC.
As a result of his controlling interest in both Heaven and VSIC, Mr.
Gordon is deemed to be the beneficial owner of and has the authority to dispose
of and vote certain shares (the "Shares") of the outstanding common stock of
the Issuer. Mr. Gordon's ownership as shown in Item 4 above does not include
shares owned by Heaven or VSIC, which ownership is separately identified in
Item 4.
This Schedule 13G is being filed by Robert P. Gordon on behalf of Mr.
Gordon, Heaven and VSIC.
<PAGE> 8
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
Not applicable - this statement is not being filed pursuant to Rule
13d-1(b).
SIGNATURES
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.
Dated this 13th day of February, 1998.
/s/ Robert P. Gordon
-------------------------------------------
Robert P. Gordon
HEAVEN INTERNATIONAL, INC.
By: /s/ Robert P. Gordon
-------------------------------------------
Robert P. Gordon, President
VISITORS SERVICES INTERNATIONAL CORP.
By: /s/ Robert P. Gordon
-------------------------------------------
Robert P. Gordon, Chairman
