<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
S C H E D U L E 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
TRUEVISION, INC. (formerly, RASTEROPS, INC.)
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
89787107
(CUSIP Number)
Copy to:
Edward Grinacoff Stephen A. Cohen, Esq.
21st Century Communications Morrison Cohen Singer &
Partners, L.P. Weinstein, LLP
767 Fifth Avenue, 45th Floor 750 Lexington Avenue
New York, New York 10153 New York, New York 10022
Telephone (212) 754-8100 Telephone (212) 735-8600
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
June 9, 1995
(Date of Event which Requires Filing 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 space __.
Check the following space 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).
(Continued on following page(s))
Page 1 of 25
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13D
CUSIP No. 89787107
1 Name Of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
21st Century Communications Partners, L.P.
2 Check the Appropriate Box if a 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 / /
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 631,175 shares 5.4%
Shares
Beneficially
Owned By 8 Shared Voting Power
Each 299,725 shares 2.6%
Reporting
Person
With 9 Sole Dispositive Power
631,175 shares 5.4%
10 Shared Dispositive Power
299,725 shares 2.6%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
930,900 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* / /
13 Percent Of Class Represented By Amount In Row (11)
7.9%
14 Type Of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 25
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13D
CUSIP No. 89787107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
21st Century Communications T-E Partners, L.P.
2 Check the Appropriate Box if a 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 / /
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 214,750 shares 1.8%
Shares
Beneficially
Owned By 8 Shared Voting Power
Each 716,150 shares 6.1%
Reporting
Person
With 9 Sole Dispositive Power
214,750 shares 1.8%
10 Shared Dispositive Power
716,150 shares 6.1%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
930,900 shares
12 Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares* / /
13 Percent of Class Represented by Amount in Row (11) 7.9%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 25
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13D
CUSIP No. 89787107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
21st Century Communications Foreign Partners, L.P.
2 Check the Appropriate Box if a 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 / /
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 84,975 shares 0.7%
Shares
Beneficially
Owned By 8 Shared Voting Power
Each 845,925 shares 7.2%
Reporting
Person
With 9 Sole Dispositive Power
84,975 shares 0.7%
10 Shared Dispositive Power
845,925 shares 7.2%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
930,900 shares
12 Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares* / /
13 Percent of Class Represented by Amount in Row (11) 7.9%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 25
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13D
CUSIP No. 89787107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Michael J. Marocco
2 Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
3 SEC Use Only
4 Source of Funds* OO
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization United States
7 Sole Voting Power
Number of 0 shares 0%
Shares
Beneficially
Owned By 8 Shared Voting Power
Each 930,900 shares 7.9%
Reporting
Person
With 9 Sole Depositive Power
0 shares 0%
10 Shared Dispositive Power
930,900 shares 7.9%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
930,900 shares
12 Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares* / /
13 Percent of Class Represented by Amount in Row (11) 7.9%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 25
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13D
CUSIP No. 89787107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Barry Lewis
2 Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
3 SEC Use Only
4 Source of Funds* OO
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization United States
7 Sole Voting Power
0 shares 0%
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 930,900 shares 7.9%
Each
Reporting
Person
With 9 Sole Dispositive Power
0 shares 0%
10 Shared Dispositive Power
930,900 shares 7.9%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
930,900 shares
12 Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares* / /
13 Percent of Class Represented by Amount in Row (11) 7.9%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6 of 25
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13D
CUSIP No. 89787107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
John Kornreich
2 Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
3 SEC Use Only
4 Source of Funds* OO
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization United States
7 Sole Voting Power
0 shares 0%
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 930,900 shares 7.9%
Each
Reporting
Person
With 9 Sole Dispositive Power
0 shares 0%
10 Shared Dispositive Power
930,900 shares 7.9%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
930,900 shares
12 Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares* / /
13 Percent of Class Represented by Amount in Row (11) 7.9%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 7 of 25
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13D
CUSIP No. 89787107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Harvey Sandler
2 Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
3 SEC Use Only
4 Source of Funds* OO
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization United States
7 Sole Voting Power
Number of 0 shares 0%
Shares
Beneficially
Owned By 8 Shared Voting Power
Each 930,900 shares 7.9%
Reporting
Person
With 9 Sole Dispositive Power
0 shares 0%
10 Shared Dispositive Power
930,900 shares 7.9%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
930,900 shares
12 Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares* / /
13 Percent of Class Represented by Amount in Row (11) 7.9%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 8 of 25
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13D
CUSIP No. 89787107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Andrew Sandler
2 Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
3 SEC Use Only
4 Source of Funds* OO
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization United States
7 Sole Voting Power
Number of 0 shares 0%
Shares
Beneficially
Owned By 8 Shared Voting Power
Each 930,900 shares 7.9%
Reporting
Person
With 9 Sole Dispositive Power
0 shares 0%
10 Shared Dispositive Power
930,900 shares 7.9%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
930,900 shares
12 Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares* / /
13 Percent of Class Represented by Amount in Row (11) 7.9%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 9 of 25
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13D
CUSIP No. 89787107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Barry Rubenstein
2 Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
3 SEC Use Only
4 Source of Funds* WC, OO
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization United States
7 Sole Voting Power
Number of 0 shares 0%
Shares
Beneficially
Owned By 8 Shared Voting Power
Each 1,265,000 shares 10.7%
Reporting
Person
With 9 Sole Dispositive Power
0 shares 0%
10 Shared Dispositive Power
1,265,000 shares 10.7%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
1,265,000 shares
12 Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares* / /
13 Percent of Class Represented by Amount in Row (11) 10.7%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 10 of 25
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13D
CUSIP No. 89787107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Barry Fingerhut
2 Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
3 SEC Use Only
4 Source of Funds* WC, OO
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization United States
7 Sole Voting Power
Number of 0 shares 0%
Shares
Beneficially 8 Shared Voting Power
Owned By 1,265,000 shares 10.7%
Each
Reporting 9 Sole Dispositive Power
Person 0 shares 0%
With
10 Shared Dispositive Power
1,265,000 shares 10.7%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
1,265,000 shares
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* / /
13 Percent of Class Represented by Amount in Row (11) 10.7%
14 Type of Reporting Person* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 11 of 25
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13D
CUSIP No.89787107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Irwin Lieber
2 Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
3 SEC Use Only
4 Source of Funds* WC, OO
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 0 shares 0%
Shares
Beneficially 8 Shared Voting Power
Owned By 1,265,000 shares 10.7%
Each
Reporting 9 Sole Dispositive Power
Person 0 shares 0%
With
10 Shared Dispositive Power
1,265,000 shares 10.7%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
1,265,000 shares
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* / /
13 Percent of Class Represented by Amount in Row (11) 10.7%
14 Type of Reporting Person* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 12 of 25
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This statement, dated June 9, 1995, constitutes Amendment No. 1 to the
Schedule 13D, dated June 9, 1995, regarding the reporting persons' ownership of
certain securities of Truevision, Inc. (f/k/a RasterOps, Inc.) (the "Issuer").
The Schedule 13D is hereinafter referred to as the "Schedule." All
capitalized terms used herein and otherwise undefined shall have the meanings
ascribed in the Schedule.
This Amendment No. 1 to the Schedule is filed in accordance with Rule
13d-2 of the Securities Exchange Act of 1934, as amended, by the reporting
persons. The entire text of the Schedule is restated herein, in accordance with
Rule 13d-2(c).
ITEM 1. Security and Issuer.
(a) Common Stock, par value $.001 per share ("Common Stock")
(CUSIP No. 89787107)
Truevision, Inc.
2500 Walsh Avenue
Santa Clara, California 95051
ITEM 2. Identity and Background
1. (a) 21st Century Communications Partners, L.P., a limited
partnership organized under the laws of the State of Delaware ("21st Century").
(b) Address:
767 Fifth Avenue, 45th Floor
New York, New York 10153
(c) Principal Occupation: Investments.
(d) No.
(e) No.
Sandler Investment Partners, L.P. ("SIP") and InfoMedia Associates, Ltd.
("InfoMedia") are the general partners of 21st Century. The limited
partners of 21st Century include certain other investors.
Page 13 of 25
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2. (a) 21st Century Communications T-E Partners, L.P., a limited
partnership organized under the laws of the State of Delaware ("T-E").
(b) Address:
767 Fifth Avenue, 45th Floor
New York, New York 10153
(c) Principal Occupation: Investments.
(d) No.
(e) No.
SIP and InfoMedia are the general partners of T-E. The limited partners
of T-E include certain other investors.
3. (a) 21st Century Communications Foreign Partners, L.P., a
limited partnership organized under the laws of the State of Delaware
("Foreign").
(b) Address:
767 Fifth Avenue, 45th Floor
New York, New York 10153
(c) Principal Occupation: Investments.
(d) No.
(e) No.
SIP, 21st Century Management and InfoMedia are the general partners of
Foreign. The limited partners of Foreign include certain other investors.
4. (a) Michael J. Marocco, director, officer and sole shareholder
of MJM Media Corp.
(b) Address:
767 Fifth Avenue, 45th Floor
New York, New York 10153
(c) Principal Business: General Partner of partnerships and
limited partnerships engaged in the investment business.
(d) No.
Page 14 of 25
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(e) No.
(f) Citizenship: United States.
MJM Media is a general partner of Sandler Capital Management ("SCM"),
which is the general partner of SIP, a general partner of 21st Century, T-E
and Foreign.
5. (a) Barry Lewis, director and majority shareholder of EMEBE
Corp.
(b) Address:
767 Fifth Avenue, 45th Floor
New York, New York 10153
(c) Principal Business: General Partner of partnerships and
limited partnerships engaged in the investment business.
(d) No.
(e) No.
(f) Citizenship: United States.
EMEBE Corp. is a general partner of SCM, which is the general partner
of SIP, a general partner of 21st Century, T-E and Foreign.
6. (a) John Kornreich, director and majority shareholder of Four
JK Corp.
(b) Address:
767 Fifth Avenue, 45th Floor
New York, New York 10153
(c) Principal Business: General Partner of partnerships and
limited partnerships engaged in the investment business.
(d) No.
(e) No.
(f) Citizenship: United States.
Four JK Corp. is a general partner of SCM, which is the general partner
of SIP, a general partner of 21st Century, T-E and Foreign.
Page 15 of 25
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7. (a) Harvey Sandler, sole shareholder of ARH Corp.
(b) Address:
767 Fifth Avenue, 45th Floor
New York, New York 10153
(c) Principal Occupation: General Partner of partnerships and
limited partnerships engaged in the investment business.
(d) No.
(e) No.
(f) Citizenship: United States.
ARH Corp. is a general partner of SCM, which is the general
partner of SIP, a general partner of 21st Century, T-E and Foreign.
8. (a) Andrew Sandler, a manager and majority member of ALSI, LLC.
(b) Address:
767 Fifth Avenue, 45th Floor
New York, New York 10153
(c) Principal Occupation: General Partner of partnerships and
limited partnerships engaged in the investment business.
(d) No.
(e) No.
(f) Citizenship: United States.
ALSI, LLC is a general partner of SCM, which is the general
partner of SIP, a general partner of 21st Century, T-E and Foreign.
9. (a) Barry Rubenstein, a shareholder, President and director of
InfoMedia, and a general partner of Applewood Associates, L.P. ("Applewood"),
and an officer and director of Applewood Capital Corp. ("AC Corp."), a general
partner of Applewood.
Page 16 of 25
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(b) Address:
68 Wheatley Road
Brookville, New York 11545
(c) Principal Occupation: General Partner of partnerships and
limited partnerships engaged in the investment business.
(d) No.
(e) No.
(f) United States.
InfoMedia is a general partner of 21st Century, T-E and Foreign.
10. (a) Barry Fingerhut, a shareholder, Executive Vice President
and director of InfoMedia, and a general partner of Applewood, and an officer
and director of AC Corp., a general partner of Applewood.
(b) Address:
767 Fifth Avenue
New York, New York 10153
(c) Principal Occupation: Investment adviser.
(d) No.
(e) No.
(f) United States.
InfoMedia is a general partner of 21st Century, T-E and Foreign.
11. (a) Irwin Lieber, a shareholder, Secretary and Treasurer and a
director of InfoMedia, and a general partner of Applewood, and an officer and
director of AC Corp., a general partner of Applewood.
(b) Address:
767 Fifth Avenue
New York, New York 10153
(c) Principal Occupation: Investment adviser.
Page 17 of 25
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(d) No.
(e) No.
(f) United States.
InfoMedia is a general partner of 21st Century, T-E and Foreign.
ITEM 3. Source and Amount of Funds or Other Consideration.
The Company entered into Unit Purchase Agreements (the "Purchase
Agreements") dated June 9, 1995 with each of 21st Century, T-E, Foreign and
Applewood. Under the Purchase Agreements, 21st Century, T-E, Foreign and
Applewood purchased 126,235, 42,950, 16,995 and 66,820 units (the "Units"),
respectively, each Unit consisting of four (4) shares of Common Stock and one
(1) warrant ("Warrant") to purchase one (1) share of Common Stock, for a
purchase price of $17.725 per Unit. The total costs of the Units purchased by
21st Century, T-E, Foreign and Applewood were $2,237,520, $761,290, $301,240 and
$1,184,380 respectively. The source of funds was the general working capital of
21st Century, T-E, Foreign and Applewood.
ITEM 4. Purpose of Transaction.
The Reporting Persons acquired their shares for the purposes of
investment.
The Reporting Persons do not have any plans or proposals which
relate to or would result in any of the actions set forth in subparagraphs (a)
through (j) of item 4 of Schedule 13D.
ITEM 5. Interests in Securities of the Issuer.
(a) The following list sets forth the aggregate number and
percentage (based on 11,580,590 shares of Common Stock outstanding as reported
in the Issuer's private placement memorandum dated June 9, 1995 of outstanding
shares of Common Stock owned beneficially by each reporting person named in Item
2, as of June 9, 1995:
Page 18 of 25
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Shares of Percentage of Shares
Common Stock of Common Stock
Name Beneficially Owned(1) Beneficially Owned
- ---- ------------------ ---------------------
21st Century Communications 930,900(2) 7.9%
Partners, L.P.
21st Century Communications T-E 930,900(3) 7.9%
Partners, L.P.
21st Century Communications Foreign 930,900(4) 7.9%
Partners, L.P.
Michael J. Marocco 930,900(6) 7.9%
Barry Lewis 930,900(6) 7.9%
John Kornreich 930,900(6) 7.9%
Harvey Sandler 930,900(6) 7.9%
Andrew Sandler 930,900(6) 7.9%
Barry Rubenstein 1,265,000(5),(6) 10.7%
Irwin Lieber 1,265,000(5),(6) 10.7%
Barry Fingerhut 1,265,000(5),(6) 10.7%
(b) By virtue of being the sole shareholder, officer and
director of MJM Media Corp., Michael J. Marocco may be deemed to have shared
power to vote and to dispose of
____________________
(1) Includes shares of Common Stock issuable upon exercise of Common Stock
Purchase Warrants.
(2) Includes 504,940 shares of Common Stock and 126,235 shares of Common
Stock issuable upon exercise of Common Stock Purchase Warrants. 21st
Century disclaims beneficial ownership of 171,800 shares of Common
Stock and 42,950 shares of Common Stock issuable upon exercise of Common
Stock Purchase Warrants owned by T-E and 67,980 shares of Common Stock
and 16,995 shares of Common Stock issuable upon exercise of Common Stock
Purchase Warrants owned by Foreign.
(3) Includes 171,800 shares of Common Stock and 42,950 shares of Common Stock
issuable upon exercise of Common Stock issuable upon exercise of Common
Stock Purchase Warrants. T-E disclaims beneficial ownership of 504,940
shares of Common Stock and 126,235 shares of Common Stock issuable upon
exercise of Common Stock issuable upon exercise of Common Stock Purchase
Warrants owned by 21st Century and 67,980 shares of Common Stock and
16,995 shares of Common Stock issuable upon exercise of Common Stock
Purchase Warrants owned by Foreign.
(4) Includes 67,980 shares of Common Stock and 16,995 shares of Common Stock
issuable upon exercise of Common Stock Purchase Warrants. Foreign
disclaims beneficial ownership of 504,940 shares of Common Stock and
126,235 shares of Common Stock issuable upon exercise of Common Stock
Purchase Warrants owned by 21st Century and 171,800 shares of Common
Stock and 42,950 shares of Common Stock issuable upon exercise of Common
Stock Purchase Warrants owned by T-E.
(5) Includes 267,280 shares of Common Stock and 66,280 shares of Common Stock
issuable upon exercise of Common Stock Purchase Warrants owned by
Applewood.
(6) The reporting person disclaims beneficial ownership of these securities,
except to the extent of his equity interest therein.
Page 19 of 25
<PAGE>
930,900 shares of Common Stock, representing approximately 7.9% of the
outstanding Common Stock.
By virtue of being the majority shareholder and director of EMEBE
Corp., Barry Lewis may be deemed to have shared power to vote and to dispose of
930,900 shares of Common Stock, representing approximately 7.9% of the
outstanding Common Stock.
By virtue of being the majority shareholder and director of Four JK
Corp., John Kornreich may be deemed to have shared power to vote and to dispose
of 930,900 shares of Common Stock, representing approximately 7.9% of the
outstanding Common Stock.
By virtue of being the sole shareholder of ARH Corp., Harvey
Sandler may be deemed to have shared power to vote and to dispose of 930,900
shares of Common Stock, representing approximately 7.9% of the outstanding
Common Stock.
By virtue of being a manager and majority member of ALSI, LLC,
Andrew Sandler may be deemed to have shared power to vote and to dispose of
930,900 shares of Common Stock, representing approximately 7.9% of the
outstanding Common Stock.
By virtue of being a shareholder, officer and director of
InfoMedia, and a general partner of Applewood, Barry Rubenstein may be deemed to
have shared power to vote and to dispose of 1,265,000 shares of Common Stock,
representing approximately 10.7% of the outstanding Common Stock.*
By virtue of being a shareholder, officer and director of InfoMedia
and a general partner of Applewood, Irwin Lieber may be deemed to have shared
power to vote and to dispose of 1,265,000 shares of Common Stock, representing
approximately 10.7% of the outstanding Common Stock.*
By virtue of being a shareholder, officer and director of InfoMedia
and a general partner of Applewood, Barry Fingerhut may be deemed to have shared
power to vote and to dispose of 1,265,000 shares of Common Stock, representing
approximately 10.7% of the outstanding Common Stock.*
(c) The following is a description of all transactions in shares of
Common Stock of the Issuer by the persons identified in Item 2 of this Schedule
13D effected from June 9, 1995 through August 8, 1995, inclusive:
______________________
* By virtue of the purchase by Applewood of 40,000 shares of Common Stock on
January 18, 1996 and 10,000 shares of Common Stock on January 19, 1996,
Barry Rubenstein, Irwin Lieber and Barry Fingerhut may each be deemed to
have shared power to vote and to dispose of 1,315,000 shares of Common
Stock as of January 19, 1996.
Page 20 of 25
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Purchase or Number of Units Purchase or
Name of Shareholder Sale Date Purchased or (Sold) Sale Price
- ------------------- ----------- ------------------- -----------
21st Century Communications 6/9/95 126,235 $17.725
Partners, L.P.
21st Century Communications 6/9/95 42,950 $17.725
T-E Partners, L.P.
21st Century Communications 6/9/95 16,195 $17.725
Foreign Partners, L.P.
In addition, Applewood purchased 66,820 Units on June 9, 1995 for
a purchase price of $17.725 per Unit.
(d) No other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of such
securities.
(e) Not Applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
In December, 1995, the Company filed a registration statement
pursuant to the terms of the Unit Purchase Agreements. 21st Century, T-E, and
Foreign registered all of their Common Stock, and Applewood registered a portion
of its Common Stock, in a public offering by the Issuer.
ITEM 7. Material to be filed as Exhibits.
Exhibit 7.01 Joint Filing Agreement.
Page 21 of 25
<PAGE>
Signature
After reasonable inquiry and to the best of their knowledge and
belief, each of the undersigned hereby certifies that the information set forth
in this Schedule is true, complete, and correct.
Date: September 30, 1996
21ST CENTURY COMMUNICATIONS PARTNERS, L.P.
By: Sandler Investment Partners, L.P.,
general partner
By: Sandler Capital Management, general partner
By: MJM Media Corp., general partner
By: /s/ Michael J. Marocco
_______________________________
21ST CENTURY COMMUNICATIONS T-E PARTNERS, L.P.
By: Sandler Investment Partners, L.P.,
general partner
By: Sandler Capital Management, general partner
By: MJM Media Corp., general partner
By: /s/ Michael J. Marocco
__________________________________
21ST CENTURY COMMUNICATIONS FOREIGN PARTNERS, L.P.
By: Sandler Investment Partners, L.P.,
general partner
By: Sandler Capital Management, general partner
By: MJM Media Corp., general partner
By: /s/ Michael J. Marocco
___________________________________
Page 22 of 25
<PAGE>
/s/ Michael J. Marocco
_________________________________________
Michael J. Marocco, Individually
/s/ Barry Lewis
_________________________________________
Barry Lewis, Individually
/s/ John Kornreich
_________________________________________
John Kornreich, Individually
/s/ Harvey Sandler
__________________________________________
Harvey Sandler, Individually
/s/ Andrew Sandler
__________________________________________
Andrew Sandler, Individually
/s/ Barry Rubenstein
__________________________________________
Barry Rubenstein, Individually
/s/ Irwin Lieber
__________________________________________
Irwin Lieber, Individually
/s/ Barry Fingerhut
__________________________________________
Barry Fingerhut, Individually
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
Page 23 of 25
<PAGE>
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act, as
amended, the undersigned hereby agree to the joint filing on behalf of each of
them on a statement on Schedule 13D (including amendments thereto) with respect
to the Common Stock, par value $.01 per shares, of Truevision, Inc. and that
this Agreement be included as an Exhibit to such joint filing.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this
30th day of September, 1996.
21ST CENTURY COMMUNICATIONS PARTNERS, L.P.
By: Sandler Investment Partners, L.P., general partner
By: Sandler Capital Management, general partner
By: ARH Corp., general partner
By: /s/ Harvey Sandler
______________________________
21ST CENTURY COMMUNICATIONS T-E PARTNERS, L.P.
By: Sandler Investment Partners, L.P., general partner
By: Sandler Capital Management, general partner
By: ARH Corp., general partner
By: /s/ Harvey Sandler
_________________________________
21ST CENTURY COMMUNICATIONS FOREIGN PARTNERS, L.P.
By: Sandler Investment Partners, L.P., general partner
By: Sandler Capital Management, general partner
By: ARH Corp., general partner
By: /s/ Harvey Sandler
__________________________________
Page 24 of 25
<PAGE>
/s/ Michael J. Marocco
____________________________________
Michael J. Marocco, Individually
/s/ Barry Lewis
____________________________________
Barry Lewis, Individually
/s/ John Kornreich
____________________________________
John Kornreich, Individually
/s/ Harvey Sandler
____________________________________
Harvey Sandler, Individually
/s/ Andrew Sandler
____________________________________
Andrew Sandler, Individually
/s/ Barry Rubenstein
____________________________________
Barry Rubenstein, Individually
/s/ Irwin Lieber
_____________________________________
Irwin Lieber, Individually
/s/ Barry Fingerhut
_____________________________________
Barry Fingerhut, Individually
Page 25 of 25
