<PAGE> 1
---------------------------
OMB APPROVAL
---------------------------
OMB Number: 3235-0145
Expires: December 31, 1997
Estimated average burden
hours per response....14.90
---------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Princeton Dental Management Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par $0.0001, Series A 11.75% cumulative Convertible
Preferred Stock, par $1.00, Convertible Debt, Series B Preff. Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
741872204
- --------------------------------------------------------------------------------
(CUSIP Number)
Gary A. Lockwood, 7421 W. 100th Place, Bridgeview, IL 60455
Phone No. (708) 974-4000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Novemnber 15, 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(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent 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 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).
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 741872204 PAGE 2 OF 11 PAGES
---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Amsterdam Equities Limited
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC/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
Bahamas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
1,781,748
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
1,781,749
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,781,748
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 741872204 PAGE 3 OF 11 PAGES
---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Patrick H. Thomson
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC/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 Kingdom
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
1,781,748
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
1,781,748
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,781,748
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
CUSIP No. 741872204 Page 4 of 11 Pages
ITEM 1. Security and Issuer.
This statement relates to the common stock, $0.0001 par value per share
(the "Common Stock"), the Convertible Debt (the Convertible Debt), the Series A
11.75% Cumulative Convertible Preferred Stock, $1.00 par value per share (the
"Series A Stock"), and the Series B Preferred Stock, $1.00 par value per share
(the "Series B Stock"), of Princeton Dental Management Corporation, a Delaware
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 7421 West 100th Place, Bridgeview, IL 60455.
ITEM 2. Identity and Background.
(A) Pursuant to the Rules of Regulation 13D-G of the General Rules and
Regulations under the Securities and Exchange Act of 1934, as amended (the
"Act"), this Schedule 13D statement is hereby filed on behalf of Amsterdam
Equities Limited ("Amsterdam") and Patrick H. Thomson ("Thomson")
(collectively, the "Amsterdam Reporting Persons"). The Amsterdam Reporting
Persons have previously filed a Schedule 13D, as previously amended, with
respect to the Issuer and, to the extent applicable, this Schedule 13D
constitutes an amendment of such previous Schedule 13D for the Amsterdam
Reporting Persons. The Amsterdam Reporting Persons are making this single,
joint filing because they may be deemed to constitute a "group" within the
meaning of the Act, although neither the fact of this filing nor anything
contained herein shall be deemed to be an admission by the Amsterdam Reporting
Persons that a group exists.
The Amsterdam Reporting Persons have certain contractual relationships
involving the Issuer with Frank Leonard Laport ("Laport"), and StPaul Trust
Company, f/k/a Beverly Trust Company, as Custodian of the Frank Leonard Laport
Rollover Individual Retirement Account Number 75-49990 ("Beverly Trust")
(collectively, the "Laport Reporting Persons"), as set forth in detail in Items
5 and 6 hereof and in previous Schedule 13D filings. The Amsterdam Reporting
Persons understand that the Laport Reporting Persons are, concurrently
herewith, filing a separate amendment to the Laport Reporting Persons Schedule
13D. While the Amsterdam Reporting Persons and the Laport Reporting Persons
could be deemed to constitute a "group" within the meaning of the Act, neither
the fact of this filing nor anything contained herein shall be deemed
<PAGE> 5
CUSIP No. 741872204 Page 5 of 11 Pages
to be an admission by the Amsterdam Reporting Persons that a group exists or
that the Amsterdam Reporting Persons make any representation with respect to
the Laport Reporting Persons.
(B) -(C)
Amsterdam Equities Limited
Amsterdam Equities Limited is a company incorporated in the Bahamas, with
its principal place of business at Norfolk House, Second Floor, Frederick
Street, Nassau, Bahamas.
Patrick H. Thomson
Mr. Thomson is a private investor, with a variety of business interests,
and currently serves as stockholder and director of Lions Gate Management
Limited, a company incorporated in the Bahamas and involved in investments. Mr.
Thomson's principal place of business is Norfolk House, Second Floor, Frederick
Street, Nassau, Bahamas. Mr. Thomson is the sole officer, director and
shareholder in Amsterdam Equities Limited. His business address with respect to
Amsterdam is Norfolk House, Second Floor, Frederick Street, Nassau, Bahamas.
(D) None of the Amsterdam Reporting Persons has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(E) None of the Amsterdam Reporting Persons has, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to
a judgement, 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) Amsterdam Equities Limited is a company incorporated in the Bahamas. Mr.
Thomson is a citizen of the United Kingdom.
ITEM 3. Source and Amount of Funds or Other Consideration.
Any purchases of Issuer securities by the Amsterdam Reporting Persons were made
with personal funds and/or working capital. None
<PAGE> 6
CUSIP No. 741872204 Page 6 of 11 Pages
of the funds were borrowed or otherwise obtained.
ITEM 4. Purpose of Transaction.
The Amsterdam Reporting Persons have acquired the Common Stock, Convertible
Debt and the Series A Stock of the Issuer for the purposes of investment, and
are presently considering, among other options, converting additional amounts
of their Convertible Debt and/or Series A Stock into Common Stock, and/or
negotiating a sale of their interest in the Issuer and their related
contractual rights in a private sale to a third party. In the future, the
Amsterdam Reporting Persons may make additional investments in the Issuer.
The Amsterdam Reporting Persons are significant stockholders of the Issuer and,
by virtue of their significant stock and debt holdings in the Issuer, their
contractual rights with respect to the Issuer and their control over the
appointment of the Series B Director, can be expected to exercise a significant
degree of control over the affairs of the Issuer on an ongoing basis. As
significant stockholders, the Amsterdam Reporting Persons might also consider
significant changes in the Issuer's capitalization and dividend policies, or a
merger, reorganization or similar extraordinary corporate transaction involving
the Issuer
ITEM 5. Interest in Securities of the Issuer.
(A) (B) The aggregate number and percentage of Common Stock beneficially owned
by each of the Amsterdam Reporting Persons and the nature of such beneficial
ownership are as follows:
Amsterdam Equities Limited. In the aggregate, Amsterdam Equities Limited
beneficially owns, whether directly or indirectly, and retains sole voting and
dispositive power over, 1,781,748 shares of Common Stock, representing
approximately 37% of the Class. This includes 189,002 shares of Common Stock
owned of record and beneficially, representing approximately 5.9% of the Class
(without considering dilution factor). This also includes approximately $2.8
Million of outstanding convertible debt as of November, 1998, which
<PAGE> 7
CUSIP No. 741872204 Page 7 of 11 Pages
is immediately convertible into 1,581,478 shares of Common Stock, representing
approximately 33% of the Class. This also includes Series A Stock, which is
immediately convertible into 11,268 shares of Common Stock, representing
approximately 0.35% of the Class. Amsterdam Equities Limited also owns, and
retains sole voting and dispositive power over, 100 shares of Series B Stock,
representing 100% of the outstanding Series B Stock. Except as indicated, all
percentage and share figures assume full conversion and anti-dilution.
Patrick H. Thomson. Patrick H. Thomson, solely by virtue of his interest in
Amsterdam Equities Limited, beneficially owns, and retains sole voting and
dispositive power over, 1,781,748 shares of Common Stock, representing
approximately 37% of the Class, as specifically set forth in the immediately
preceding subsection. All percentage and share figures assume full conversion
and anti-dilution.
All share and percentage figures are approximate and may vary significantly
depending upon accrual of interest on Convertible Debt and Series A Stock
dividends and/or conversion and subsequent dilution by the Laport Reporting
Persons and/or the Amsterdam Reporting Persons. Also, see Item 6.
C) Effective as of November, 1998, (i) Amsterdam Equities Limited transferred
its interest in the default warrants (See Item 6) to Mr. Laport, and (ii) Mr.
Laport proceeded to exercise the default warrants, resulting in the issuance to
Mr. Laport of 1,065,483 shares of Issuer Common Stock for an aggregate exercise
price of $41,250. During 1998, although not within the last sixty days, the
Amsterdam Reporting Persons also made a number of open market sales of Issuer
Common Stock. The Amsterdam Reporting Persons have also engaged in the
transactions set forth under Item 6 hereof.
(D) Each of the Amsterdam Reporting Persons affirms that no other person other
than such Reporting Person (with respect only to the Shares owned by such
Reporting Person) has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the shares of Common Stock
owned by such Reporting Person.
(E) Not applicable.
<PAGE> 8
CUSIP No. 741872204 Page 8 of 11 Pages
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
See Items 4 and 5.
On April 22, 1996, the Issuer entered into a Series A 11.75% Cumulative
Convertible Preferred Stock Purchase Agreement with Mr. Laport, Beverly Trust
and Amsterdam Equities Limited (attached hereto and incorporated herein as
Exhibit A)(the Series A Agreement). Also effective as of April 22, 1996, the
Issuer, along with certain subsidiaries of the Issuer, entered into a
Convertible Debt Agreement with Amsterdam Equities Limited (attached hereto and
incorporated herein as Exhibit B)(the Convertible Debt Agreement).The Series A
Agreement and the Convertible Debt Agreement replaced previous indebtedness of
the Issuer to Mr. Laport, Beverly Trust and Amsterdam Equities Limited which
had been incurred pursuant to that certain letter agreement dated as of
December 7, 1994 and that certain Secured Revolving Demand Note dated January
27, 1995. In addition, per the terms of those agreements, certain closing
credits were issued and credited as convertible debt and/or preferred stock and
58,333 shares of Issuer Common Stock were redeemed by the Issuer and also
credited as convertible debt and/or preferred stock.
Pursuant to the Series A Agreement and the Convertible Debt Agreement, the
convertible debt and/or preferred stock issued pursuant to those agreements
were initially to bear interest and /or have a coupon rate of 11.75%.
Subsequent to September 30, 1996, the Issuer was unable to make the required
quarterly payments and interest began to accrue at the default rate of 21.75%.
Pursuant to a subsequent modification of the Series A Agreement and the
Convertible Debt Agreement, all interest and accrued dividends for 1997 was
waived by the Laport Reporting Persons and Amsterdam Equities Limited. That
waiver ended on January 1, 1998 and interest and dividends have again been
accruing at the default rate.
Pursuant to the Series A Agreement and the Convertible Debt Agreement, the
convertible debt and/or preferred stock issued pursuant to those agreements
may, at the sole option of Amsterdam Equities Limited, be converted into Common
Stock of the Issuer
<PAGE> 9
CUSIP No. 741872204 Page 9 of 11 Pages
pursuant to a conversion formula set forth in the Convertible Debt Agreement
and the Series A Agreement. The Laport Reporting Persons may not unilaterally
convert their Series A Stock, and are contractually required to act in unison
with Amsterdam Equities Limited with respect to any such conversion.
In addition, pursuant to the terms of the Convertible Debt Agreement and the
Series A Agreement, the Issuer issued to the Laport Reporting Persons and
Amsterdam Equities Limited a series of default warrants, exercisable upon the
failure of the Issuer to meet certain stated financial goal, to purchase an
aggregate number of shares of Common Stock equivalent to fifty percent (50%) of
the issued and outstanding Common Stock of the Issuer at an initial aggregate
exercise price of $412,500. The aggregate exercise price for these default
warrants was subsequently reduced to an aggregate of $41,250. Due to the
ongoing default of the Issuer, these default warrants have been capable of
being exercised for the modified exercise price since January 1, 1997.Effective
as of November 4, 1998, Amsterdam Equities transferred any interest which it
may have had in the default warrants to Mr. Laport and Mr. Laport proceeded to
exercise the default warrants (See Item 5).
Effective as of August 9, 1996, Amsterdam Equities Limited entered into a
letter agreement with the Laport Reporting Persons, the Issuer, Stratum
Management, Inc, a consultant to the Issuer ("Stratum"), Dr. Charles R.
Mitchell, President and a Director of the Issuer ("Mitchell"), Mr. John H.
Hagan, a director of the Issuer ("Hagan"), and Dr. Seymour Kessler, a director
of the Issuer ("Kessler") (the "Letter Agreement"). The Letter Agreement is
attached hereto as Exhibit C and incorporated herein in its entirety. Pursuant
to the Letter Agreement, Amsterdam Equities Limited and the Issuer agreed,
among other items, as follows: (i) the additional funding and the conversion of
existing Series A Stock of the Issuer would be consummated, (ii) Mitchell would
resign as President of the Issuer, but would remain as a director of, and
consultant to, the Issuer, and (iii) the Series B Stock would be amended to be
immediately effective, and was to be immediately issued to Amsterdam Equities
Limited, thereby giving Amsterdam Equities Limited effective control over the
Board of Directors of the Issuer.
Pursuant to the Series B Stock activation, and effective as of
<PAGE> 10
CUSIP No. 741872204 PAGE 10 OF 11 PAGES
August, 1996, Amsterdam Equities Limited elected Frank Leonard Laport, one of
the Laport Reporting Persons, as the Series B Director. The Series B Nomination
and Election is attached hereto as Exhibit D and incorporated herein. To date,
the Series B Director has not voted on any matters of the Issuer or taken any
action whatsoever.
Also effective as of August 9, 1996, Mr. Laport was appointed by Mitchell,
Hagan and Kessler to the Board of Directors of the Issuer, along with Gary
Lockwood (who was also appointed as President), Dr. Richard Staller and George
B. Collins (who has been appointed as Amsterdam Equities Limited's
Attorney-in-Fact. See Exhibit E.). Effective as of August 14, 1996, Mr. Laport
was also appointed as Chairman of the Board of the Issuer
ITEM 7. Material Filed as Exhibits.
Exhibit A - Series A 11.75% Cumulative Convertible Preferred Stock
Purchase Agreement between the Issuer, Frank Leonard Laport, Beverly Trust
Company, as Custodian of the Frank Leonard Laport Rollover Individual
Retirement Account Number 75-49990, and Amsterdam Equities Limited (with
Exhibits)(incorporated by reference to Exhibit A to that certain Schedule 13D
filed by the Amsterdam Reporting Persons effective as of April 30, 1996).
Exhibit B - Convertible Debt Agreement among the Issuer, the subsidiaries
of the Issuer, and Amsterdam Equities Limited (with Exhibits)( (with
Exhibits)(incorporated by reference to Exhibit B to that certain Schedule 13D
filed by the Amsterdam Reporting Persons effective as of April 30, 1996).
Exhibit C - Letter agreement dated as of August 9, 1996 among Amsterdam
Equities Limited, the Issuer, the Laport Reporting Persons, Stratum, Mitchell,
Hagan, and Kessler (incorporated by reference to Exhibit A to that certain
Amendment No. 1 to Schedule 13D filed by the Amsterdam Reporting Persons
effective as of August, 1996).
Exhibit D - Nomination and Election of Series B Director.(incorporated by
reference to Exhibit B to that certain Amendment No. 1 to Schedule 13D filed by
the Amsterdam Reporting
<PAGE> 11
CUSIP No. 741872204 PAGE 11 OF 11 PAGES
Persons effective as of August, 1996).
Exhibit E - Power of Attorney. (incorporated by reference to Exhibit C to
that certain Amendment No. 1 to Schedule 13D filed by the Amsterdam Reporting
Persons effective as of August, 1996).
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Dated: December __, 1998
Amsterdam Equities Limited
By: _______________________
Patrick H. Thomson,
Director
________________________________
Patrick H. Thomson,
individually
