SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __ )*
GVC VENTURE CORP.
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(Name of Issuer)
Common Stock, $.10 par value
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(Title of Class of Securities)
399845106
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(CUSIP Number)
September 17, 1997**
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
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** The reporting person entered into an agreement to purchase the shares to
which this Schedule 13G relates on or about September 17, 1997, however it did
not receive such shares until February 17, 1998.
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CUSIP NO. 399845106
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(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only): Palisade Investors, L.L.C., Tax ID#: 22-3359934
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) (b)
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(3) SEC Use Only
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(4) Citizenship or Place of Organization: New Jersey
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Number of Shares Beneficially Owned by Each (5) Sole Voting
Reporting Person Power: 454,545
(6) Shared Voting
Power: --
(7) Sole Dispositive
Power: 454,545
(8) Shared Dispositive
Power: --
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person: 454,545
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(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
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(11) Percent of Class Represented by Amount in Row (9): 14.5%
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(12) Type of Reporting Person (See Instructions): OO
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Item 1(a). Name Of Issuer: GVC Venture Corp.
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Item 1(b). Address of Issuer's Principal Executive Offices: 425 East 58th
Street, Suite 31c, New York, New York 10022
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Item 2(a). Name of Person Filing: Palisade Investors, L.L.C.
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Item 2(b). Address of Principal Business Office or, if None, Residence: One
Bridge Plaza, Suite 695, Fort Lee, NJ 07024
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Item 2(c). Citizenship: New Jersey
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Item 2(d). Title of Class of Securities: Common Stock
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Item 2(e). CUSIP No.: 399845106
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Item 3. If This Statement Is Filed Pursuant to ss.240.13d-1(b) or 240.13d-2(b)
or (c), check whether the Person Filing is a
(a) [ ] Broker or Dealer registered under Section 15 of the Act (15
U.S.C. 78o);
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c);
(d) [ ] Investment Company registered under section 8 of the Investment
Company Act of 1940(15 U.S.C. 80a-8);
(e) [ ] An Investment Adviser in accordance with ss.240.13d-1(b)(1)(ii)
(E);
(f) [ ] An Employee Benefit Plan or Endowment Fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) [ ] A Parent Holding Company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
(h) [ ] A Savings Associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
If this statement is file pursuant to ss.240.13d-1(c), check this box [ X ].
Item 4. Ownership.
(a) Amount Beneficially Owned (as of September 17, 1997*):
454,545
(b) Percent of Class (as of September 17, 1997*):
14.5%
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote 454,545
(ii) shared power to vote or to direct the vote --
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(iii) sole power to dispose or to direct the disposition of 454,545
(iv) shared power to dispose or to direct the disposition of --
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* The reporting person entered into an agreement to purchase the shares to which
this Schedule 13G relates on or about September 17, 1997, however it did not
receive such shares until February 17, 1998.
Item 5. Ownership of Five Percent or Less of a Class.
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 [ ].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person. N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company. N/A
Item 8. Identification and Classification of Members of the Group. N/A
Item 9. Notice of Dissolution of Group. N/A
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of such securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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.
February 19, 1998
(Date)
/s/ Steven E. Berman
(Signature)
Steven E. Berman/Member
(Name/Title)
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
