SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
IndeNet, Inc.
-------------
(Name of Issuer)
Common Stock, $.001 par value
-----------------------------
(Title of Class of Securities)
45337P10
--------
(CUSIP Number)
Thomas E. Constance, Esq.
Kramer, Levin, Naftalis & Frankel
919 Third Avenue
New York, New York 10022
(212) 715-9100
--------------
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
June 9, 1998 (See Item 5)
-------------------------
(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: [ ]
Page 1 of 20 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 45337P10
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
InterEquity Capital Partners, L.P.
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
WC, OO
- --------------------------------------------------------------------------------
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
407,452 (See Item 5)
NUMBER OF
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY
EACH REPORTING Not Applicable (See Item 5)
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
407,452 (See Item 5)
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
Not Applicable (See Item 5)
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
407,452
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
Page 2 of 20 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 45337P10
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Irwin Schlass
- --------------------------------------------------------------------------------
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
23,000
NUMBER OF
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 45,000
EACH REPORTING
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
23,000
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
45,000
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,000
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.4%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
Page 3 of 20 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 45337P10
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Natalie Schlass
- --------------------------------------------------------------------------------
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
Not Applicable
NUMBER OF
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 45,000
EACH REPORTING
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
Not Applicable
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
45,000
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,000
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.2%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
Page 4 of 20 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 45337P10
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jack Schleifer
- --------------------------------------------------------------------------------
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
275,500
NUMBER OF
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY Not Applicable
EACH REPORTING
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
275,500
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
Not Applicable
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
275,500
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
Page 5 of 20 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 45337P10
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen Raphael
- --------------------------------------------------------------------------------
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
168,500
NUMBER OF
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY Not Applicable
EACH REPORTING
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
168,500
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
Not Applicable
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
168,500
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Item 5) [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.9%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
Page 6 of 20 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 45337P10
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marjorie Raphael
- --------------------------------------------------------------------------------
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
2,000
NUMBER OF
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY Not Applicable
EACH REPORTING
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
2,000
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
Not Applicable
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than .1%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
Page 7 of 20 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 45337P10
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lucille Raphael
- --------------------------------------------------------------------------------
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
197,000
NUMBER OF
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY Not Applicable
EACH REPORTING
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
197,000
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
Not Applicable
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
197,000
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
Page 8 of 20 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 45337P10
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jacqueline Raphael
- --------------------------------------------------------------------------------
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
2,000
NUMBER OF
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY Not Applicable
EACH REPORTING
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
2,000
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
Not Applicable
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than .1%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
Page 9 of 20 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 45337P10
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joanne Alonso
- --------------------------------------------------------------------------------
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
18,000
NUMBER OF
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY Not Applicable
EACH REPORTING
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
18,000
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
Not Applicable
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,000
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than .1%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
Page 10 of 20 Pages
<PAGE>
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (the "Statement") relates to the Common
Stock, $.001 par value (the "Common Stock"), of IndeNet, Inc., a Delaware
corporation (the "Company"). The principal executive offices of the Company are
located at 38705 Seven Mile Road, Suite 435, Livonia, MI 48152.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c) This Statement is being filed by InterEquity Capital Partners, L.P.
("InterEquity Partners"); by Irwin Schlass and his wife Natalie Schlass and his
father-in-law Jack Schleifer; and by Stephen Raphael and his wife Marjorie
Raphael, his mother Lucille Raphael, his daughter Jacqueline Raphael, and his
sister Joanne Alonso (each, individually, a "Filing Person" and collectively,
the "Filing Persons"). Each Filing Person expressly disclaims the existence of a
"group" within the meaning of Rule 13d-5(b)(1) of the Securities Exchange Act of
1934, as amended.
InterEquity Partners is a Delaware limited partnership with its
principal offices at 220 Fifth Avenue, New York, New York 10001. InterEquity
Partners is a small business investment company principally engaged in the
business of making loans to or investments in qualified small businesses.
The general partner of InterEquity Partners is InterEquity Capital
Corporation, a New York corporation ("InterEquity Corporation"), whose business
address is 220 Fifth Avenue, New York, New York 10001, and who, by virtue of its
position as general partner of InterEquity Partners, may be deemed a controlling
person thereof. InterEquity Corporation is principally engaged in the business
of acting as general partner of InterEquity Partners. Irwin Schlass is the
Chairman of the Board, Chief Executive Officer and a Director of InterEquity
Corporation. Stephen Raphael is a Director of InterEquity Corporation. The
additional executive officers of InterEquity Corporation are Abraham Goldstein
and Nicholas J. Letizia. The additional directors of InterEquity Corporation are
Monte Engler, Abraham Goldstein, John Radziwill, George Sarner, Myron Weinblatt
and Eugene Wong.
See Schedule I for Item 2 background information on the Filing Persons
and the additional executive officers and directors of InterEquity Corporation
listed above.
(d) - (e) During the last five years, none of the Filing Persons, or the
additional executive officers and directors of InterEquity Corporation listed
above, have been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) or have been a party to a civil proceeding
of a
Page 11 of 20
<PAGE>
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to 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.
(f) Each natural person identified in this Item 2 is a citizen of the United
States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
InterEquity Partners acquired 392,452 shares of Common Stock on or about
July 23, 1997 upon conversion of 216,667 shares of Series B Preferred Stock of
the Company (the "Preferred Stock") into Common Stock. InterEquity Partners
purchased the Preferred Stock pursuant to a purchase agreement between
InterEquity Partners and the Company, dated as of August 30, 1995 (the "Purchase
Agreement"). The purchase price for the Preferred Stock consisted of the
cancellation of a Secured Promissory Note in the amount of $500,000 and a
Release of the Security Agreement, each dated January 19, 1993, and $150,000
cash. InterEquity Partners acquired an additional 50,000 shares of Common Stock
(35,000 of which were subsequently sold) upon exercise of warrants, at an
exercise price of $3.00 per share, in May 1996. The shares of the other Filing
Persons were acquired in the open market and were paid for with personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
The Filing Persons acquired beneficial ownership of the shares of Common
Stock to which this Statement relates for investment.
Certain of the Filing Persons believe that the Company should
aggressively explore strategic alternatives to maximize shareholder value,
including a merger, asset sale, or other business combination. Such persons
believe such alternatives are of particular importance given consolidation in
the Company's industry and the Company's relatively small size. Such persons
have urged and may continue to urge management of the Company to alter the
Company's strategic direction to pursue such a course.
The Company recently filed with the Securities and Exchange Commission
on Schedule 14a a definitive proxy statement (the "Proxy Statement") pursuant to
Section 14(a) of the Securities Exchange Act of 1934. The Proxy Statement
proposes, among other things, the adoption by the Company's stockholders of the
IndeNet, Inc. 1998 Stock Option Plan (the "Plan"). The Plan provides for the
grant of options to certain employees and directors of the Company and its
subsidiaries to purchase up to 2,000,000 shares of Common Stock of the Company.
Certain of the
Page 12 of 20
<PAGE>
Filing Persons believe that, depending on the number of options granted and the
applicable exercise prices, the Plan may be contrary to the best interests of
the Company and, therefore, may engage in discussions with management with
respect to adoption of the Plan and/or may act together in voting against such
plan.
Each of the Filing Persons may acquire additional shares of Common Stock
or other securities of the Company or sell or otherwise dispose of any or all of
the shares of Common Stock or other securities of the Company beneficially owned
by such Filing Person. Each may take any other action with respect to the
Company or any of its debt or equity securities in any manner permitted by law.
The Filing Persons may in the future engage in discussions with management of
the Company concerning, among other things, the performance, business, prospects
and management of the Company.
Except as disclosed in this Item 4, none of the Filing Persons has
current plans or proposals which relate to or would result in any of the events
described in Items (a) through (j) of the instructions to Item 4 of Schedule
13D. Each of the Filing Persons intends continuously to review such person's
investment in the Company and, in light of the Company's performance, business,
prospects and management, may undertake actions which may result in any of the
events described in Items (a) through (j). See Item 5.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Filing Persons beneficially own an aggregate of 1,146,952 shares of
Common Stock, representing approximately 6.3% of the shares of Common Stock.1
InterEquity Partners beneficially owns 407,452 of such shares (2.3%); Irwin
Schlass beneficially owns 68,000 of such shares (.4%); Natalie Schlass
beneficially owns 45,000 of such shares (.2%); Jack Schleifer beneficially owns
275,500 of such shares (1.5%); Stephen Raphael beneficially owns 168,500 of such
shares (.9%); Marjorie Raphael beneficially owns 2,000 of such shares (less than
.1%); Lucille Raphael beneficially owns 197,000 of such shares (1.1%);
Jacqueline Raphael beneficially owns 2,000 of such shares (less than .1%); and
Joanne Alonso beneficially owns 18,000 of such shares (less than .1%). In
addition to the Filing Persons, four other directors of InterEquity Corporation,
Monte Engler, George Sarner, Myron Weinblatt and Eugene Wong, hold shares of
Common Stock in the Company. Monte Engler beneficially owns 40,500 of such
shares (.2%), George Sarner beneficially owns 10,000 of such shares (less than
.1%), Myron Weinblatt beneficially owns 18,000
- --------
1 Based upon 18,021,616 shares of Common Stock reported by the Company to
be outstanding as of February 3, 1998 in its Quarterly Report on Form
10-Q for the quarter ended December 31, 1997.
Page 13 of 20
<PAGE>
of such shares (.1%) and Eugene Wong holds 20,000 of such shares (.1%) through
the Wong Foundation and the Wong Family Trust.
(b) By reason of their positions, the executive officers and directors of
InterEquity Corporation may be deemed to possess the power to vote and dispose
of the shares of Common Stock beneficially owned by InterEquity Partners.
Pursuant to Rule 13d-4 promulgated under the Securities Exchange Act of 1934, as
amended, such persons disclaim beneficial ownership of such shares.
The shares held by Irwin Schlass include 17,000 shares held by Irwin
Schlass Enterprises, Inc. ("ISE"), a management company wholly owned by Irwin
Schlass, and thus he may be deemed the beneficial owner of such shares. Pursuant
to a management agreement with InterEquity Partners, ISE has agreed to manage
the affairs and run the operations of InterEquity Partners under the direction
and subject to the approval of InterEquity Corporation, including monitoring
InterEquity Partner's investment portfolio. Irwin Schlass also shares beneficial
ownership of 45,000 shares with his wife Natalie Schlass through a joint
brokerage account.
The shares held by Stephen Raphael include 168,500 shares held through
the Stephen Raphael IRA, and thus he may be deemed the beneficial owner of such
shares.
The shares held by Marjorie Raphael are held through the Marjorie
Raphael IRA, and thus she may be deemed the beneficial owner of such shares.
The shares held by Lucille Raphael include 13,500 shares held as
custodian for the benefit of her minor granddaughter Franchesca Adriana Alonso,
and thus she may be deemed the beneficial owner of such shares.
(c) Except as set forth on Schedule II annexed hereto, neither the Filing
Persons nor the additional executive officers and directors of InterEquity
Corporation described in Item 2 have effected any transactions in the Common
Stock during the past 60 days. All such transactions were effected in the open
market.
(d) Not applicable.
The Filing Persons intend to consult with each other from time to time
and exchange information concerning the Company and their respective investments
in Common Stock. Certain of the Filing Persons have participated in discussions
with management of the Company with respect to the Company's strategic direction
(as described in the second paragraph under Item 4) and the Plan proposed by the
Company (described in the third paragraph under Item 4). These discussions
included a meeting among Messrs. Schlass, Raphael and the Chief Executive
Officer of the Company on June 9, 1998 at which such matters were discussed. In
light of the foregoing, the Filing Persons may be deemed to constitute a "group"
within the meaning of Rule 13d-5(b) under the Securities
Page 14 of 20
<PAGE>
Exchange Act. The Reporting Persons have not agreed to act together for the
purpose of acquiring, holding, voting or disposing of the Common Stock and do
not concede that they constitute such a group.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Not Applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - Agreement of joint filing pursuant to Rule 13d(1)-f promulgated
under the Securities Exchange Act of 1934, as amended.
Page 15 of 20
<PAGE>
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
Dated: June 18, 1998
InterEquity Capital Partners, L.P.
By: InterEquity Capital
Corporation, general partner
/s/ Irwin Schlass
-----------------
By: Irwin Schlass
Title: Chief Executive Officer
/s/ Irwin Schlass
-----------------
Irwin Schlass
Natalie Schlass
/s/ Irwin Schlass
-----------------
By: Irwin Schlass
Her: Attorney in Fact
Jack Schleifer
/s/ Irwin Schlass
-----------------
By: Irwin Schlass
His: Attorney in Fact
/s/ Stephen Raphael
-------------------
Stephen Raphael
Marjorie Raphael
/s/ Stephen Raphael
-------------------
By: Stephen Raphael
Her: Attorney in Fact
Page 16 of 20
<PAGE>
Lucille Raphael
/s/ Stephen Raphael
-------------------
By: Stephen Raphael
Her: Attorney in Fact
Jacqueline Raphael
/s/ Stephen Raphael
-------------------
By: Stephen Raphael
Her: Attorney in Fact
Joanne Alonso
/s/ Stephen Raphael
-------------------
By: Stephen Raphael
Her: Attorney in Fact
Page 17 of 20
<PAGE>
SCHEDULE I
ITEM 2 BACKGROUND INFORMATION
1) Irwin Schlass
Chairman of the Board, CEO
InterEquity Capital Corporation
220 Fifth Avenue
New York, New York 10001
2) Natalie Schlass
President
Nat Schlass Realty Corp.
30 Lincoln Plaza
New York, New York 10023
3) Jack Schleifer
President
Jack Schleifer Realty
60 East 42nd Street
New York, New York 10165
4) Stephen Raphael
Senior Managing Director
Bear Stearns & Co., Inc.
245 Park Avenue
New York, New York 10167
5) Marjorie Raphael
Homemaker
c/o Stephen E. Raphael
289 Piping Rock Road
Old Brookville, New York 11545
6) Lucille Raphael
Retired
c/o Stephen E. Raphael
289 Piping Rock Road
Old Brookville, New York 11545
7) Jacqueline Raphael
Television Producer
c/o Stephen E. Raphael
289 Piping Rock Road
Old Brookville, New York 11545
8) Joanne Alonso
Insurance Broker
c/o Stephen E. Raphael
289 Piping Rock Road
Old Brookville, New York 11545
Page 18 of 20
<PAGE>
9) Monte Engler
Partner
Phillips, Nizer, Benjamin, Krim & Ballon LLP
666 Fifth Avenue
New York, New York 10103
10) Abraham Goldstein
President
InterEquity Capital Corporation
220 Fifth Avenue
New York, New York 10001
11) John Radziwill
Private Investor
550 Park Avenue
New York, New York 10021
12) George Sarner
Senior Managing Director
Bear Stearns & Co., Inc.
245 Park Avenue
New York, New York 10167
13) Myron Weinblatt
Retired
320 Central Park West
New York, New York 10025
14) Eugene Wong
Chairman
NextWave Communications
2050 Center Avenue
Fort Lee, New Jersey 07024
15) Nicholas J. Letizia
Vice President, Chief Financial Officer, Secretary
and Treasurer
InterEquity Capital Corporation
220 Fifth Avenue
New York, New York 10001
Page 19 of 20
<PAGE>
SCHEDULE II
TRANSACTIONS IN COMMON
STOCK OF INDENET, INC.
DURING THE PRECEDING 60 DAYS
Shares Purchased by Irwin Schlass
Number of
Shares Price Per
Date Purchased Share Total Cost
- ---- --------- ----- ----------
5/05/98 1,000 $2.16 $2,156.25
Page 20 of 20
<PAGE>
EXHIBIT 1
Agreement of Joint Filing
Pursuant to 13d-1(k) promulgated under the Securities Exchange Act of
1934, as amended, the undersigned persons hereby agree to file with the
Securities and Exchange Commission the Statement on Schedule 13D (the
"Statement") to which this Agreement is attached as an exhibit, and agree that
such Statement, as so filed, is filed on behalf of each of them.
IN WITNESS WHEREOF, the undersigned have executed this Agreement.
InterEquity Capital Partners, L.P.
By: InterEquity Capital
Corporation, general partner
/s/ Irwin Schlass
-----------------
By: Irwin Schlass
Title:Chief Executive Officer
/s/ Irwin Schlass
-----------------
Irwin Schlass
Natalie Schlass
/s/ Irwin Schlass
-----------------
By: Irwin Schlass
Her: Attorney in Fact
Jack Schleifer
/s/ Irwin Schlass
-----------------
By: Irwin Schlass
His: Attorney in Fact
/s/ Stephen Raphael
-------------------
Stephen Raphael
<PAGE>
Marjorie Raphael
/s/ Stephen Raphael
-------------------
By: Stephen Raphael
Her: Attorney in Fact
Lucille Raphael
/s/ Stephen Raphael
-------------------
By: Stephen Raphael
Her: Attorney in Fact
Jacqueline Raphael
/s/ Stephen Raphael
-------------------
By: Stephen Raphael
Her: Attorney in Fact
Joanne Alonso
/s/ Stephen Raphael
-------------------
By: Stephen Raphael
Her: Attorney in Fact
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that Natalie Schlass
constitutes and appoints Irwin Schlass as her true and lawful attorney-in-fact
and agent, with full power of substitution, for her and in her name, place and
stead, in any and all capacities, to execute any and all documents or
instruments and take any and all other actions as he shall deem appropriate in
connection with any matter relating to the filing of a Schedule 13D with the
United States Securities and Exchange Commission in connection with the common
stock of IndeNet, Inc., granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as she might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent may lawfully do or cause to be done by
virtue hereof.
The undersigned agrees to hold the attorney-in-fact free and
harmless from any and all loss, claim, damage or other liability which she may
sustain as a result of any action taken in good faith hereunder.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on June 11, 1998.
/s/ Natalie Schlass
-------------------
Natalie Schlass
STATE of New York |
| ss.:
COUNTY of New York |
BE IT KNOWN, That on the 11th day of June, 1998 before me, Gloria
Goldenberg personally came and appeared Natalie Schlass, to me known, and known
to me to be the individual described in, and who executed the foregoing Power of
Attorney, and she acknowledged to me that she executed same.
/s/ Gloria Goldenberg
---------------------
[SEAL]
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that Jack Schleifer constitutes and
appoints Irwin Schlass as her true and lawful attorney-in-fact and agent, with
full power of substitution, for her and in her name, place and stead, in any and
all capacities, to execute any and all documents or instruments and take any and
all other actions as he shall deem appropriate in connection with any matter
relating to the filing of a Schedule 13D with the United States Securities and
Exchange Commission in connection with the common stock of IndeNet, Inc.,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as she might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent may lawfully do or cause to be done by virtue hereof.
The undersigned agrees to hold the attorney-in-fact free and harmless
from any and all loss, claim, damage or other liability which she may sustain as
a result of any action taken in good faith hereunder.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on June 4, 1998.
/s/ Jack Schleifer
------------------
Jack Schleifer
STATE of New York |
| ss.:
COUNTY of New York |
BE IT KNOWN, That on the 4th day of June, 1998 before me, Ira M. Belfer
personally came and appeared Jack Schleifer, to me known, and known to me to be
the individual described in, and who executed the foregoing Power of Attorney,
and she acknowledged to me that she executed same.
/s/ Ira M. Belfer
-----------------
[SEAL]
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that Marjorie Raphael constitutes
and appoints Stephen Raphael as her true and lawful attorney-in-fact and agent,
with full power of substitution, for her and in her name, place and stead, in
any and all capacities, to execute any and all documents or instruments and take
any and all other actions as he shall deem appropriate in connection with any
matter relating to the filing of a Schedule 13D with the United States
Securities and Exchange Commission in connection with the common stock of
IndeNet, Inc., granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes as she might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.
The undersigned agrees to hold the attorney-in-fact free and harmless
from any and all loss, claim, damage or other liability which she may sustain as
a result of any action taken in good faith hereunder.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on June 11, 1998.
/s/ Marjorie Raphael
--------------------
Marjorie Raphael
STATE of New York |
| ss.:
COUNTY of Nassau |
BE IT KNOWN, That on the 11th day of June, 1998 before me, Herbert Roy
Zucker personally came and appeared Marjorie Raphael, to me known, and known to
me to be the individual described in, and who executed the foregoing Power of
Attorney, and she acknowledged to me that she executed same.
/s/ Herbert Roy Zucker
----------------------
[SEAL]
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that Lucille Raphael, individually
and in her capacity as custodian for the account of her minor grandaughter
Franchesca Adriana Alonso, constitutes and appoints Stephen Raphael as her true
and lawful attorney-in-fact and agent, with full power of substitution, for her
and in her name, place and stead, in any and all capacities, to execute any and
all documents or instruments and take any and all other actions as he shall deem
appropriate in connection with any matter relating to the filing of a Schedule
13D with the United States Securities and Exchange Commission in connection with
the common stock of IndeNet, Inc., granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every thing requisite
and necessary to be done in connection therewith, as fully to all intents and
purposes as she might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent may lawfully do or cause to be done by
virtue hereof.
The undersigned agrees to hold the attorney-in-fact free and harmless
from any and all loss, claim, damage or other liability which she may sustain as
a result of any action taken in good faith hereunder.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on June 11, 1998.
/s/ Lucille Raphael
-------------------
Lucille Raphael
STATE of New York |
| ss.:
COUNTY of Nassau |
BE IT KNOWN, That on the 11th day of June, 1998 before me, Herbert Roy
Zucker personally came and appeared Lucille Raphael, to me known, and known to
me to be the individual described in, and who executed the foregoing Power of
Attorney, and she acknowledged to me that she executed same.
/s/ Herbert Roy Zucker
----------------------
[SEAL]
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that Jacqueline Raphael constitutes
and appoints Stephen Raphael as her true and lawful attorney-in-fact and agent,
with full power of substitution, for her and in her name, place and stead, in
any and all capacities, to execute any and all documents or instruments and take
any and all other actions as he shall deem appropriate in connection with any
matter relating to the filing of a Schedule 13D with the United States
Securities and Exchange Commission in connection with the common stock of
IndeNet, Inc., granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes as she might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.
The undersigned agrees to hold the attorney-in-fact free and harmless
from any and all loss, claim, damage or other liability which she may sustain as
a result of any action taken in good faith hereunder.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on June 11, 1998.
/s/ Jacqueline Raphael
----------------------
Jacqueline Raphael
STATE of New York |
| ss.:
COUNTY of Nassau |
BE IT KNOWN, That on the 11th day of June, 1998 before me, Herbert Roy
Zucker personally came and appeared Jacqueline Raphael, to me known, and known
to me to be the individual described in, and who executed the foregoing Power of
Attorney, and she acknowledged to me that she executed same.
/s/ Herbert Roy Zucker
----------------------
[SEAL]
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that Joanne Alonso constitutes and
appoints Stephen Raphael as her true and lawful attorney-in-fact and agent, with
full power of substitution, for her and in her name, place and stead, in any and
all capacities, to execute any and all documents or instruments and take any and
all other actions as he shall deem appropriate in connection with any matter
relating to the filing of a Schedule 13D with the United States Securities and
Exchange Commission in connection with the common stock of IndeNet, Inc.,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as she might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent may lawfully do or cause to be done by virtue hereof.
The undersigned agrees to hold the attorney-in-fact free and harmless
from any and all loss, claim, damage or other liability which she may sustain as
a result of any action taken in good faith hereunder.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on June 11, 1998.
/s/ Joanne Alonso
-----------------
Joanne Alonso
STATE of New York |
| ss.:
COUNTY of Nassau |
BE IT KNOWN, That on the 11th day of June, 1998 before me, Herbert Roy
Zucker personally came and appeared Joanne Alonso, to me known, and known to me
to be the individual described in, and who executed the foregoing Power of
Attorney, and she acknowledged to me that she executed same.
/s/ Herbert Roy Zucker
----------------------
[SEAL]
