<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
INDENET, INC.
(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE PER SHARE
(Title of Class of Securities)
45337P103
(CUSIP Number of Class of Securities)
Andre A. Blay
38705 Seven Mile Road
Suite 435
Livonia, Michigan 48152
With copies to:
Bruce D. Birgbauer
Miller, Canfield, Paddock and Stone, P.L.C.
150 West Jefferson, Suite 2500
Detroit, Michigan 48226
(313) 963-6420
(Name, address and telephone number of persons
authorized to receive notices and communications
on behalf of person(s) filing statement)
JUNE 1, 1998
(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(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
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*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))
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Exhibit Index on Page 11
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CUSIP No. 45337P103
13D
________________________________________________________________________________
1. NAME OF REPORTING PERSONS
ANDRE A. BLAY
I.R.S. IDENTIFICATION NOS. OF REPORTING PERSONS (ENTITIES ONLY)
N/A
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. SOURCE OF FUNDS
PF
________________________________________________________________________________
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
BENEFICIALLY 695,833
OWNED BY EACH ____________________________________
REPORTING PERSON 8. SHARED VOTING POWER
WITH
0
____________________________________
9. SOLE DISPOSITIVE POWER
695,833
____________________________________
10. SHARED DISPOSITIVE POWER
0
________________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
695,833
________________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
________________________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
________________________________________________________________________________
14. TYPE OF REPORTING PERSON
IN
________________________________________________________________________________
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CUSIP NO. 45337P103
13D
________________________________________________________________________________
1. NAME OF REPORTING PERSONS
ANDRE A. BLAY LIVING TRUST
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
###-##-####
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. SOURCE OF FUNDS
PF & 00
________________________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
________________________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION
MICHIGAN
________________________________________________________________________________
7. SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY 535,899
OWNED BY EACH ____________________________________
REPORTING PERSON 8. SHARED VOTING POWER
WITH
0
____________________________________
9. SOLE DISPOSITIVE POWER
535,899
____________________________________
10. SHARED DISPOSITIVE POWER
0
________________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
535,899
________________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
________________________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
________________________________________________________________________________
14. TYPE OF REPORTING PERSON
00
________________________________________________________________________________
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CUSIP NO. 45337P103
13D
________________________________________________________________________________
1. NAME OF REPORTING PERSONS
ROBERT A. BLAY TRUST
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
38-6845132
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. SOURCE OF FUNDS
PF
________________________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
________________________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION
MICHIGAN
________________________________________________________________________________
7. SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY 111,500
OWNED BY EACH ____________________________________
REPORTING PERSON 8. SHARED VOTING POWER
WITH
0
____________________________________
9. SOLE DISPOSITIVE POWER
111,500
____________________________________
10. SHARED DISPOSITIVE POWER
0
________________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
111,500
________________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
________________________________________________________________________________
14. TYPE OF REPORTING PERSON
00
____________________________________________________________________________
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CUSIP NO. 45337P103
13D
________________________________________________________________________________
1. NAME OF REPORTING PERSONS
ANDRE A. BLAY INDIVIDUAL RETIREMENT ACCOUNT
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
N/A
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. SOURCE OF FUNDS
PF
________________________________________________________________________________
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
BENEFICIALLY 200,900
OWNED BY EACH ____________________________________
REPORTING PERSON 8. SHARED VOTING POWER
WITH
0
____________________________________
9. SOLE DISPOSITIVE POWER
200,900
____________________________________
10. SHARED DISPOSITIVE POWER
0
________________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,900
________________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
________________________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
________________________________________________________________________________
14. TYPE OF REPORTING PERSON
00
________________________________________________________________________________
________________________________________________________________________________
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SCHEDULE 13D
This statement on Schedule 13D (the "Schedule 13D") is filed on behalf of
Andre A. Blay, the Andre A. Blay Living Trust U/A/D August 20, 1981 (the "Andre
Blay Trust"), the Robert A. Blay Trust, U/A/D December 6, 1985 (the "Robert Blay
Trust"), and the Robert A. Blay Individual Retirement Account (the "IRA
Account")(collectively, the "Reporting Persons"). This Schedule 13D is filed on
behalf of the Reporting Persons relative to transactions in the common stock,
$.001 par value per share (the "Common Stock"), issued by IndeNet, Inc., a
corporation organized under the laws of the State of Delaware (the "Issuer").
This Schedule 13D does not include information with respect to the 13,600
shares of Common Stock in the Nancy Blay Individual Retirement Account, for
which Nancy Blay, the spouse of Andre A. Blay, serves as the sole custodian.
Andre A. Blay disclaims beneficial ownership of such shares pursuant to Rule
13d-4 of the Act.
Pursuant to General Instruction C of Schedule 13D, the information called
for by Items 2-6, inclusive, of Schedule 13D has been given with respect to
Andre A. Blay, the sole trustee of the Andre Blay Trust and the Robert Blay
Trust (collectively, the "Trusts").
ITEM 1. SECURITY AND ISSUER.
Security: Common Stock, $.001 par value per share
(CUSIP No. 45337P103)
Issuer: IndeNet, Inc.
38705 Seven Mile Road, Suite 435
Livonia, Michigan 48152
ITEM 2. IDENTITY AND BACKGROUND.
Andre A. Blay is an individual, a citizen of the United States, the sole
trustee of the Andre Blay Trust and the Robert Blay Trust, and the sole
custodian of the IRA Account. He is also a director of the Issuer and the
Chairman of the Board and the Chief Executive Officer of the Issuer. His
business address is 38705 Seven Mile Road, Suite 435, Livonia, Michigan 48152.
The Andre Blay Trust is a revocable living trust established by Andre A.
Blay for estate planning purposes pursuant to the laws of the State of Michigan
and a trust agreement dated as of August 20, 1981. Andre A. Blay is the sole
trustee of the Andre Blay Trust. The business address of the Andre Blay Trust is
38705 Seven Mile Road, Suite 435, Livonia, Michigan 48152.
The Robert Blay Trust is an irrevocable trust established by Robert A. Blay
for estate planning purposes pursuant to the laws of the State of Michigan and a
trust agreement dated as of December 6, 1985. Andre A. Blay is the sole trustee
of the
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Robert Blay Trust. The business address of the Robert Blay Trust is 38705 Seven
Mile Road, Suite 435, Livonia, Michigan 48152.
The IRA Account is an individual retirement account administered solely by
Andre A. Blay for his own benefit. The business address for the IRA Account is
38705 Seven Mile Road, Suite 435, Livonia, Michigan 48152.
During the last five years, none of the Reporting Persons, the Trusts nor
the trustee of the Trusts have been either (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction that either resulted in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activity subject to, federal
or state security laws or found a violation with respect to such laws. None of
the Reporting Persons nor the trustees of the Trusts are subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities law or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Except as indicated in the following paragraph of this Schedule 13D, all of
the shares of Common Stock owned beneficially by the Reporting Persons and
controlled by the trustees of the Trusts were acquired with personal funds of
the Reporting Persons.
Of the 535,899 shares of Common Stock beneficially owned by the Andre Blay
Trust, 215,399 were acquired in connection with the acquisition by the Issuer of
Starcom Television Services, Inc., a privately held company, on January 17, 1996
(the "Starcom Acquisition"). As consideration for the Starcom Acquisition, each
share of common stock in Starcom was exchanged for approximately 446.116 shares
of Common Stock and fractional shares were paid for in cash at a price of $4.00
per share.
The respective number of shares and consideration used to purchase the
shares of Common Stock reported herein as owned beneficially by the Reporting
Persons are listed below:
<TABLE>
<CAPTION>
No. of Shares of Total
Reporting Person Common Stock Consideration (US$)
- ---------------- ---------------- -------------------
<S> <C> <C>
Andre A. Blay 695,833(1) 425,000
Andre A. Blay Living Trust 535,899(2) 1,530,782
Robert A. Blay Trust 111,500 277,096
Andre A. Blay IRA Account 200,900 439,407
</TABLE>
- ----------------------------
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(1) Includes options to acquire up to 495,833 shares of Common Stock, all of
which are exercisable within 60 days.
(2) Of these, 215,399 were acquired in the Starcom Acquisition for Common Stock
then valued at $861,596.
Andre A. Blay, by virtue of his status as the sole trustee of both of the
Trusts, may be deemed to own beneficially (as that term is defined in Rule 13d-3
of the Securities Exchange Act of 1934, as amended) the shares of Common Stock
reported as owned beneficially by the Trusts.
ITEM 4. PURPOSE OF TRANSACTION.
The shares of Common Stock reported as beneficially owned by each of the
Reporting Persons were acquired for purposes of investment and, with respect to
certain of the share of Common Stock owned by the Andre Blay Trust, as a result
of the Starcom Acquisition. Certain of the shares of Common Stock reported as
beneficially owned by Andre A. Blay are based upon options he holds and may
exercise within 60 days. If he chooses to exercise the options and acquire
additional shares of Common Stock, Andre A. Blay would so acquire such shares
for purposes of investment.
By virtue of his individual ownership of Common Shares (including shares
held in the IRA Account) and his capacity as the sole trustee of the Trusts, and
assuming exercise of all options he holds which are exercisable within 60 days,
Andre A. Blay controls the voting and dispositive power over approximately 8.3%
of the shares of Common Stock of the Issuer outstanding after exercise of such
options. Accordingly, Mr. Blay, as a practical matter, would be able to exercise
significant influence over the composition of the Board of Directors of the
Issuer.
None of the Reporting Persons are (i) bound to any particular course of
action or (ii) obligated to vote the shares of Common Stock acquired by them in
any particular manner. None of the Reporting Persons has any present intention
to acquire majority ownership of the Issuer.
* * * * *
None of the Reporting Persons presently have any plans or proposals which
relate to or would result in either (a) the acquisition by any person of
additional securities of the Issuer or the disposition of securities of the
Issuer; (b) an extraordinary corporate transaction (such as a merger,
reorganization or liquidation) involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of the assets of the Issuer or any
of its subsidiaries; (d) any change in the present board of directors or
management of the Issuer (including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board of the
Issuer); (e) any material change in the present capitalization or
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dividend policy of the Issuer; (f) any material change in the business or
corporate structure of the Issuer; (g) any changes in the charter or bylaws (or
instruments corresponding thereto) of the Issuer or other actions which may
impede the acquisition of control of the Issuer by any person; (h) causing a
class of securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (i) a class of equity
securities of the Issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of
those enumerated in this paragraph.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
THE NUMBER OF ISSUED AND OUTSTANDING SHARES OF COMMON STOCK UPON WHICH THE
VARIOUS PERCENTAGES SET FORTH IN THIS STATEMENT ON SCHEDULE 13D ARE BASED DOES
NOT INCLUDE ANY SHARES OF COMMON STOCK SUBJECT TO ANY OUTSTANDING OPTIONS.
(a) Andre A. Blay is the beneficial owner of 1,048,299 shares of Common
Stock, which constitutes approximately 5.8% of the 18,042,525 shares of Common
Stock issued and outstanding as of June 1, 1998. The number of shares of Common
Stock reported in this section (a) as owned beneficially by Mr. Blay includes
(1) all of the shares of Common Stock reported as owned beneficially by the
Trusts, (2) all of the shares of Common Stock reported as owned directly by
Andre A. Blay, and (3) all of the shares of Common Stock reported as owned by
the IRA Account. The shares of Common Stock reported as owned beneficially by
the Trusts have been attributed to Mr. Blay because he is the sole trustee of
both of the Trusts, and the shares of Common Stock reported as beneficially by
the IRA Account have been attributed to Mr. Blay because he is the sole
custodian of the IRA Account.
(b) Andre A. Blay has the power to vote, or to direct the voting of, all of
the shares of Common Stock reported as owned beneficially by him in the response
to subsection (a) of this Item 5.
(c) Except as indicated in the following table, none of the Reporting
Persons or the Trustees have personally effected any transactions in the Common
Stock in the last 60 days. On the dates indicated in the following table, Andre
A. Blay individually acquired the number of the shares of Common Stock in the
amount and for the purchase prices shown in such table by purchasing such shares
in the open market:
<TABLE>
<CAPTION>
Number of
Date of Shares of Per Share Purchase Aggregate Purchase
Purchase Common Stock Price (US$) Price (US$)
- -------- ------------ ------------------ ------------------
<S> <C> <C> <C>
4/9/98 5,000 2.125 10,625
4/13/98 11,500 2.125 24,438
4/23/98 400 2.1875 875
4/29/98 44,000 2.25 99,000
</TABLE>
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(d) Andre A. Blay has the right to receive or the power to direct the
receipt of dividends from, and the proceeds from the sale of, all of the shares
of Common Stock reported as owned beneficially by him in the response to
subsection (a) of this Item 5.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
To the knowledge of the Reporting Persons, there are no contracts,
arrangements, understandings or relationships (legal or otherwise), among any of
the persons and entities identified in Item 2 or any other persons or entities
with respect to any securities of the Issuer (including but not limited to,
transfer of voting of any of the securities, finders fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, divisions of
profit or loss, or the giving or withholding of proxies).
ITEM 7. MATERIAL FILED AS EXHIBITS.
Exhibit 1. Joint Filing Agreement among the Reporting Persons.
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SCHEDULE 13D
SIGNATURE PAGE
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Date: June 2, 1998 /s/ Andre A. Blay
-----------------------------------
ANDRE A. BLAY, individually and as
custodian of the Andre A. Blay IRA
Account
ANDRE A. BLAY LIVING TRUST
Date: June 2, 1998 By /s/ Andre A. Blay
---------------------------------
Andre A. Blay, as trustee under
Agreement dated August 20, 1981
ROBERT A. BLAY TRUST
Date: June 2, 1998 By /s/ Andre A. Blay
---------------------------------
Andre A. Blay, as trustee under
Agreement dated December 6, 1985
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EXHIBIT 1
Page 13 of 14 Pages
SCHEDULE 13D
JOINT FILING AGREEMENT
AND POWERS OF ATTORNEY
THIS JOINT FILING AGREEMENT AND POWERS OF ATTORNEY (the "Agreement") made
as of the 2nd day of June, 1998, by and among the persons and
entitles identified on the attached Exhibit A.
W I T N E S S E T H:
For good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the undersigned, jointly and severally, hereby agree as
follows: (i) that the statement on Schedule 13D dated June 2, 1998 and
pertaining to, among other things, the common stock, $.001 par value per share,
of IndeNet, Inc. (the "Statement") was filed on behalf of each and all of the
undersigned; (ii) that until further notice, all subsequent amendments to the
Statement are filed on behalf of each and all of the undersigned; (iii) that
Andre A. Blay shall be the persons authorized to receive any notices and
communications with respect to such Schedule 13D and any amendments thereto; and
(iv) that this Agreement may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.
By executing this Agreement, each of the parties hereto do hereby severally
constitute and appoint Andre A. Blay the true and lawful attorney and agent of
each of them, with full power of substitution and re-substitution, for each of
them and in the name, place and stead of each of them, in any and all
capacities, to sign, execute and deliver any and all amendments to the Statement
and to file the same, with all exhibits thereto and all other documents, with
the Securities and Exchange Commission and any securities exchange, granting
unto said attorney and agent full power and authority to do and perform each and
every act and thing requisite or necessary to be done, as fully to all intents
and purposes as each of them might or could do in person, hereby ratifying and
confirming all that said attorney and agent, or any substitute for said attorney
and agents, may lawfully do or cause to be done by virtue hereof.
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EXHIBIT A
IN WITNESS WHEREOF, this Agreement has been executed by or on behalf of
each of the undersigned as of the date set forth for each below.
Date: June 2, 1998 /s/ Andre A. Blay
------------------------------------
ANDRE A. BLAY, individually and as
custodian of the Andre A. Blay IRA
Account
ANDRE A. BLAY LIVING TRUST
Date: June 2, 1998 By /s/ Andre A. Blay
---------------------------------
Andre A. Blay, as trustee under
Agreement dated August 20, 1981
ROBERT A. BLAY TRUST
Date: June 2, 1998 By /s/ Andre A. Blay
---------------------------------
Andre A. Blay, as trustee under
Agreement dated December 6, 1985
