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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Securities and Exchange Commission
Washington, D.C. 20549
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PRISM GROUP, INC.
(Name of Issuer)
Common 456160100
(Title of Class of Securities) (CUSIP Number)
Elroy G. Roelke
8080 N. Central Expressway, Suite 210 LB 59, Dallas, TX 75206
(214) 891-8294
Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 15, 1996
(Date of Event which Requires Filing of this Statement)
1. Names of Reporting Person S.S. or I.R.S. Identification No.:
Renaissance Capital Partners II, Ltd. 75-2296301
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2. Check the Appropriate Box if a Member of a Group:
(a) N/A
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(b) N/A
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3. SEC Use Only:
4. Source of Funds: PF
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): None
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6. Citizenship or Place of Organization: Texas
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Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole voting Power: 959,629
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(8) Shared Voting Power: 0
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(9) Sole Dispositive Power: 959,629
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(10) Shared Dispositive Power: 0
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11. Aggregate Amount Beneficially Owned be Each Reporting Person: 959,629
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares: None
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13. Percent of Class Represented by Amount in Row (11): 49%
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14. Type of Reporting Person: PN
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AMENDED SCHEDULE 13D
Filed Pursuant to Rule 13D-1
Item 1. SECURITY AND ISSUER:
312,500 shares of Prism Group, Inc. (the "Company") Common
Stock (share numbers contained herein reflect a 8 for 1
reverse split completed by the Company in April 1996).
Common Stock of the Company issuable upon conversion of the
$1,288,516 12% convertible debenture by and between
Renaissance Capital Partners II, Ltd. as Lender and Prism
Group, Inc. as Borrower.
12,500 shares of Prism Group, Inc. Series A Convertible
Preferred Stock.
Stock purchase warrant to purchase 12,500 at $4.00
Prism Group, Inc. Company
15530 Woodinville Redmond Road
Building B
Woodinville, WA 98072
Item 2. IDENTITY AND BACKGROUND
a., b., c. Renaissance Capital Partners II, Ltd. Filer
8080 N. Central Expressway, Suite 210
Dallas, Texas 75206
Renaissance Capital Group, Inc. Managing General
8080 N. Central Expwy., Suite 210 Partner of the
Dallas, TX 75206 Filer
Renaissance Capital Partners II, Ltd. is a Texas limited
partnership, organized as a business development company under
the Investment Company Act of 1940.
Renaissance Capital Group, Inc. a Texas corporation, is the
Managing General Partner and is responsible for the
administration of Renaissance Capital Partners II, Ltd.'s
investment portfolio.
The officers of Renaissance Capital Group, Inc. are:
Russell Cleveland, President
Elroy G. Roelke, Senior Vice President and General
Counsel
Barbe Butschek, Senior Vice President, Corporate
Secretary and Treasurer
Vance M. Arnold, Executive Vice President
Martin Cohen, Vice President
Mardon M. Navalta, Vice President
All officers and directors of Renaissance Capital Group, Inc.
are residents of Texas.
d. None.
e. None.
f. Texas.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
The Filer's source of funds is the Partners' Investment
Capital.
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Item 4. PURPOSE OF TRANSACTION:
The sole purpose of the acquisition of these securities was as
an investment in accordance with Filer's election as a Business
Development Company under the Investment Act of 1940.
Item 5. INTEREST IN SECURITIES OF THE ISSUER:
a. As more fully described in the original Schedule 13D and
amendments thereto, the Filer owns 312,500 of common stock, a
convertible debenture in the face amount of $1,288,516 and 12,500
shares of Series A Convertible Preferred Stock.
On March 29, 1996, the Filer issued to the Company a waiver for a
non-compliance of certain minimum financial covenants found in
the Convertible Debenture Loan Agreement. As consideration for
this waiver, the Company issued to the Filer a warrant that
expires on March 31, 2000 to purchase 12,500 at initially $4.00
per share. The strike price on the Warrant has certain anti
dilution protection as is found in the other convertible
instruments which the Filer owns. The Series A Convertible
Preferred Stock and the Convertible Debenture Loan Agreement
grants the Filer certain voting rights and remedies available to
it for default of the Loan Agreement or for non-payment of the
preferred stock. Said rights are more fully described in
previous Schedule 13D's filed by the Filer.
Upon conversion of the Filer's convertible securities, the Filer
beneficially owns 959,629 shares of common stock. If the Filer
converted all of its derivitive securities as of the date of this
filing, the Filer would own approximately 49% of the Company.
These shares represent all of the Filer's ownership. Renaissance
Capital Group, Inc. has a profit interest of up to 20% in the
Filer's realized capital gains.
b. The Filer has sole dispositive voting control over the securities
and votes these shares in accordance with the recommendation made
by the Managing General Partner.
c. N/A
d. N/A
e. N/A
Item 6. CONTRACTS, ARRANGEMENTS, OR UNDERSTANDINGS WITH RESPECT TO SECURITIES
OF THE ISSUER:
The Filer has the benefit of certain default provisions in its loan
and preferred stock documentation as more fully described in the
original Schedule 13D and the amendments thereto.
Item 7. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED:
No person has been retained by the Filer hereof or its associates
to, in any way, make solicitation or recommendation to the holders
of the securities of the issuer to accept or reject any tender
offer.
Item 8. MATERIAL TO BE FILED AS EXHIBITS:
Not applicable
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I certify to the best of my knowledge and belief the information set forth in
this statement is true, complete and correct.
Date: May 8, 1996
Renaissance Capital Partners II, Ltd.
By: Renaissance Capital Group, Inc.
Managing General Partner
By: /s/ Elroy G. Roelke
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Elroy G. Roelke
Senior Vice President
and General Counsel
