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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13E-4
Amendment No. 1
Issuer Tender Offer Statement
Dimensional Visions Group, Ltd.
8855 North Black Canyon Highway
Phoenix, Arizona 85021
...............................................................................
(Name of Issuer)
...............................................................................
(Name of Person(s) Filing Statement)
Series B Preferred Stock
...............................................................................
(Title of Class of Securities)
None
...............................................................................
(CUSIP Number of Class of Securities)
Steven B. King, Esquire
1735 Market Street, Philadelphia, PA 19103
Telephone No. (215) 994-1037
...............................................................................
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
August 19, 1996
...............................................................................
(Date Tender Offer First Published,
Sent or Given to Security Holders)
X Check box if any part of the fee is offset as provided by Rule
- --- 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the form or Schedule and the date of its filing.
Amount Previously Paid: $689.65
Form or Registration No.: 005-40793
Filing Party: Dimensional Visions Group, Ltd.
Date Filed: August 21, 1996
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SCHEDULE 13E-4
The issuer is Dimensional Visions Group, Ltd., a Delaware corporation
(the "Company"), with principal executive offices located at 8855 North Black
Canyon Highway, Phoenix, AZ 85021. In the initial filing of the Company's Issuer
Tender Offer Statement on Schedule 13E-4 (the "Initial Filing") on August 21,
1996, the Company sought the tender of 198,200 shares of its Series B Preferred
Stock representing all of the outstanding shares of the Series B Preferred
Stock. The Company hereby amends Items 7 and 9 of the Initial Filing as follows.
All other Items remain unchanged from the Initial Filing.
Item 7. Financial Information
In addition to the financial information previously provided by
incorporation by reference, the Company also includes herewith certain selected
summary historical financial information and pro forma financial information
disclosing the effect of the tender offer on (a) the Company's balance sheet as
of June 30, 1996; (b) the Company's statement of income and earnings per share
amounts for the fiscal year ended June 30, 1996.
Item 9. Materials to be Filed as Exhibits
Supplemental tender offer materials provided to security holders by or
on behalf of the person filing this Schedule 13E-4 concerning the extension of
the expiration date of the tender offer, the ability to withdraw a tender, and
the Company's summary financial information.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
DIMENSIONAL VISIONS GROUP, LTD.
October 29, 1996 By: /s/ George S. Smith
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(Date) (Signature)
George S. Smith, Chairman and Chief Executive Officer
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(Name and Title)
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October 23, 1996
To Holders of Series B
Preferred Stock of
Dimensional Visions Group, Ltd.:
Dear Shareholder:
Reference is made to the Letter of Transmittal dated August
19, 1996 (the "Letter of Transmittal") regarding the offer of Dimensional
Visions Group, Ltd. (the "Company") made to all holders of Series B Preferred
Stock to exchange their shares of such Series B Preferred Stock for one hundred
twenty (120) shares of the Common Stock of the Company (the "Offer").
In accordance with the terms of the Offer, this letter will
serve to advise you that the Company has extended the Expiration Date of the
Offer to 12:01 a.m., Eastern Standard Time, on Monday, December 2, 1996. The
Company reserves the right, in its sole discretion, to again extend the period
of time during which the Offer is open, in which event the "Expiration Date"
shall thereafter mean the latest date and time to which the Offer is extended.
In connection with your consideration of whether to tender
your Series B Preferred Stock, or if you have already tendered such stock, to
reconsider whether you wish to do so, the Company is enclosing with this letter
summary financial information of the Company on an actual (historical) and pro
forma basis, as well as a copy of the Company's Annual Report on Form 10-K for
the fiscal year ended June 30, 1996.
Finally, this letter will serve to advise you that securities
tendered pursuant to this offer, including any securities previously tendered
pursuant to the Letter of Transmittal, may be withdrawn at any time during the
period the Offer remains open and, if not yet accepted for payment, after the
expiration of 40 business days from the commencement of such offer on August 23,
1996. If any holder of Series B Preferred Stock desires to withdraw a previous
tender, he or she should
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write to the Company at the following address in time for such notice to be
received before December 2, 1996:
8855 North Black Canyon Highway
Phoenix, AZ 85021
Very truly yours,
DIMENSIONAL VISIONS GROUP, LTD.
By: /s/ George S. Smith
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George S. Smith,
Chairman of the Board
and Chief Executive Officer
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I hereby elect to tender the following number of shares of
Series B Preferred Stock pursuant to the offer of DVG dated August 19, 1996 as
modified by letter dated October 23, 1996.
SHAREHOLDER
__________________________ DATE:___________________
Print Name(s):
__________________________ No. of shares of Series B
Signature of Shareholder Stock tendered___________
__________________________ Certificate No. _________________
Signature of Shareholder
Please sign names exactly as name(s)
appear(s) on the records of
the Company. If shares are
held in more than one name, all
Shareholders must sign.
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DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
Consolidated Summary Financial Data
<TABLE>
<CAPTION>
Years Ended June 30,
-----------------------------------------------------------------------
Pro Forma Actual (Historical)
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1996 1996 1995 1994
---- ---- ---- ----
(Unaudited)
<S> <C> <C> <C> <C>
Statement of Operations Data:(1)
Revenues $1,083,897 $1,083,897 $134,028 ---
Net Loss ($1,992,397) ($2,035,647) ($1,192,332) ($1,069,642)
Net Loss per share
of Common Stock(2) ($ .05) ($.12) ($.07) ($.07)
Balance Sheet Data (at end of
period(1)
Working Capital (deficit) $9,528 $9,528 ($138,013) ($85,149)
Total Assets $1,408,919 $1,408,919 $451,237 $449,725
Total Liabilities $673,058 $673,058
Stockholders' equity $779,111 $735,861 ($2,050,993) ($1,015,136)
(deficiency)
</TABLE>
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(1) The Statement of Operations Data assume that the Company's Secured
Noteholders who converted their secured debt to Series B Preferred
Stock through the exercise of redeemable warrants did so on July 1,
1995. The Net Loss was decreased by the interest expense of $43,250 on
the debentures prior to their conversion for the period July 1 through
September 30, 1995. The Balance Sheet Data assume that the exchange of
120 shares of Company Common Stock for each outstanding share of Series
B Preferred Stock pursuant to the pending offer took place on June 30,
1996.
(2) As adjusted for the issuance of 22,884,000 shares of the Company's
Common Stock to be issued on the exchange of 120 shares of Company
Common Stock for each share of Series B Preferred Stock pursuant to the
pending offer.
