UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A-1
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Renaissance Entertainment Corporation.
(Name of Issuer)
Common Stock
(Title of Class Securities)
75966Q-20-5
(CUSIP Number)
Donald C. Gaiti
4410 Arapahoe Road, Suite 200
Boulder, Colorado 80303
(303) 444-88273
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 11, 1996 - February 10, 1997
(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 [ ].
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent (5%) of the class of
securities described in Item I and (2) has filed no amendment subsequent thereto
reporting financial ownership of five percent (5%) 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 in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (However, see the
Notes).
SCHEDULE 13D
CUSIP NO. 75966Q-20-5 PAGE 2 OF 7 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BARBARA HOPE-GAITI
SSN: ***-**-****
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NOT APPLICABLE
- --------------------------------------------------------------------------------
5 CHECK BOX IS DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES CITIZEN
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
204,000
NUMBER OF
- --------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
- --------------------------------------------------------------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 204, 000
- --------------------------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
204,000 (DOES NOT INCLUDE 206,000 SHARES OWNED BY MR. GAITI, MS.
HOPE-GAITI'S SPOUSE)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.21%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
SCHEDULE 13D
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DONALD C. GAITI
SSN: ***-**-****
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NOT APPLICABLE
- --------------------------------------------------------------------------------
5 CHECK BOX IS DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES CITIZEN
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
206,000
NUMBER OF
- --------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
- --------------------------------------------------------------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 206,000
- --------------------------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
206,000 (DOES NOT INCLUDE 204,000 SHARES OWNED BY MS. HOPE-GAITI, MR.
GAITI'S SPOUSE)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
*
[X]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.23%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Item 1. Security and Issuer.
This statement relates to the Common Stock of Renaissance Entertainment
Corporation (the "Company") whose principal address is 4410 Arapahoe Road, Suite
200, Boulder, Colorado 80303.
Item 2. Identity and Background.
(a), (b) and (c) The name, business or residence address and
principal occupation for the persons for whom this report is filed are
as follows:
Barbara Hope-Gaiti (hereinafter referred to as Ms. Hope)
4410 Arapahoe Road, Suite 200
Boulder, Colorado 80303
Ms. Hope is a director of Creative Faires, Ltd., a wholly-owned
subsidiary of the Company. Creative Faires, Ltd. owns and operated the
New York Renaissance Faire. Its address is the same as Ms. Hope's set
forth above.
Donald C. Gaiti
4410 Arapahoe Road, Suite 200
Boulder, Colorado 80303
Mr. Gaiti is President of Creative Faires, Ltd., a wholly-owned
subsidiary of the Company. Creative Faires, Ltd. owns and operated the
New York Renaissance Faire. Its address is the same as Mr. Gaiti's set
forth above.
(d) Neither Mr. Gaiti nor Ms. Hope has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Neither Mr. Gaiti nor Ms. Hope has, during the last five
years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in such
person being 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) Both Ms. Hope and Mr. Gaiti are United States Citizens.
Item 3. Source and Amount of Funds or Other Consideration.
Barbara Hope and Donald C. Gaiti acquired a total of 270,000
shares of the Company's Common Stock in a merger of a wholly-owned
subsidiary of the Company with Creative Faires, Ltd., a New York
corporation, of which they were the sole shareholders.
Item 4. Purpose of Transaction.
The purpose of the transaction in which Ms. Hope and Mr. Gaiti
acquired the Company's securities was to effect a merger of Cfaires
Acquisition Corp., a wholly-owned subsidiary of the Company, into
Creative Faires, Ltd., a New York corporation of which Ms. Hope and Mr.
Gaiti were the sole shareholders. As a result of this merger, Creative
Faires, Ltd. is now a wholly owned subsidiary of the Company. In
connection with this transaction, the number of directors of the Company
was increased to six and Ms. Hope was elected to the vacancy thereby
created.
Ms Hope acquired on February 5, 1996 135,000 shares or 3.2% of
the Company's issued and outstanding Common Stock as of December 31,
1995, as adjusted for the 270,000 shares issued to Ms. Hope and Mr.
Gaiti in connection with the acquisition of Creative Faires Ltd. She had
sole voting power and sole power to dispose of these shares.
Mr. Gaiti acquired on February 5, 1996 135,000 shares or 3.2% of
the Company's issued and outstanding Common Stock as of December 31,
1995, as adjusted for the 270,000 shares issued to Ms. Hope and Mr.
Gaiti in connection with the acquisition of Creative Faires Ltd. He had
sole voting power and sole power to dispose of these shares.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate percentage of shares of Common Stock owned by
Ms. Hope and Mr. Gaiti is based upon 9,233,772 shares outstanding which
is the total number of shares outstanding on December 31, 1996 according
the Company's records.
As of February 10. 1997, together Ms. Hope and Mr. Gaiti, who are
spouses, owned 410,000 or 4.44% of the Company's issued and outstanding
Common Stock. This number reflects the one for one stock dividend paid
in October, 1996.
(b) Ms. Hope had sole voting and dispositive power with respect
to 204,000 shares and Mr. Gaiti had sole voting and dispositive power
with respect to 206,000 shares
(c) Neither Ms. Hope nor Mr. Gaiti have engaged in any transaction in the
Company's common Stock during the past sixty days except for the
following open market sales:
Price ($) per Share Sale by
Date No. of Shares Sold (excl. Commissions) Hope/Gaiti
---- ------------------ ------------------- ----------
12/11/96 1,000 5.625 Gaiti
12/23/96 500 5.625 Hope
12/23/96 2,000 5.750 Gaiti
12/23/96 2,000 5.750 Gaiti
12/26/96 2,500 5.125 Hope
12/26/96 2,500 5.125 Gaiti
1/2/97 1,000 5.750 Gaiti
1/3/97 1,000 5.750 Gaiti
1/10/97 1,000 5.875 Gaiti
1/16/97 1,000 6.000 Gaiti
1/21/97 2,000 6.000 Gaiti
1/21/97 1,500 6.000 Gaiti
(d) No person other than Mr. Hope and Mr. Gaiti have the right
to receive, or the power to direct the receipt of dividends from, or to
the proceeds from, the sale of such shares of the common stock.
(e) On of about October 10, 1996, Ms. Hope and Mr. Gaiti ceased
to be the beneficial owners of more than five percent of the Company's
common stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Ms. Hope and Mr. Gaiti are spouses and are parties to that
certain Agreement and Plan of Merger dated February 5, 1996 and filed as
an Exhibit hereto.
Ms. Hope and Mr. Gaiti agreed to transfer at total of 1,000
shares (500 shares each) of the Company's Common Stock to Stanley
Wunderlich or Consulting for Strategic Growth, Ltd. as compensation for
services performed in connection with the merger. This was done in
April, 1996
Item 7. Material to be Filed as Exhibits.
(1) Agreement and Plan of Merger dated February 5, 1996 by and among
Renaissance Entertainment Corporation, Cfaires Acquisition Corp.,
Creative Faires, Ltd., Barbara Hope and Donald C. Gaiti
previously filed.
(2) Letter agreement dated February 2, 1996, among Ms. Hope, Mr.
Gaiti, Stanley Wunderlich and Consulting for Strategic Growth,
Ltd. - previously filed.
Signatures
After reasonable inquiry and to the best of my knowledge and belief I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 10, 1997 /s/Barbara Hope-Gaiti
---------------------
Barbara Hope-Gaiti
Date: February 10, 1997 /s/Donald C. Gaiti
------------------
Donald C. Gaiti
