<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)*
COMMAND SECURITY CORPORATION
(Name of Issuer)
COMMON SHARES
(Title of Class of Securities)
20050L100
(CUSIP Number)
STEVEN B. SANDS, et. al.
C/O SANDS BROTHERS & CO., LTD.
90 PARK AVENUE
NEW YORK, NEW YORK 10016
(212) 697-5200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
SEPTEMBER 12, 2000
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
/ /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 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
(AMENDMENT NO. 5)
CUSIP NO. 20050L100
-------------------------------------------------------------------------------
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STEVEN B. SANDS
-------------------------------------------------------------------------------
2
CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
(a) X
(b)
-------------------------------------------------------------------------------
3
SEC USE ONLY
-------------------------------------------------------------------------------
4
SOURCE OF FUNDS*
AF
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
-------------------------------------------------------------------------------
6
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
-------------------------------------------------------------------------------
7
SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY ----------------------------------------
OWNED BY 8
EACH SHARED VOTING POWER
REPORTING
PERSON 949,412*
WITH ----------------------------------------
9
SOLE DISPOSITIVE POWER
0
----------------------------------------
10
SHARED DISPOSITIVE POWER
974,412**
-------------------------------------------------------------------------------
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
974,412*
-------------------------------------------------------------------------------
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
-------------------------------------------------------------------------------
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.5%
-------------------------------------------------------------------------------
14
TYPE OF REPORTING PERSON*
IN
-------------------------------------------------------------------------------
* Includes 949,412 shares held by investment partnerships with respect to which
Mr. Sands may be deemed to share voting power, but as to which Mr. Sands
disclaims beneficial ownership.
** Includes 949,412 shares held by investment partnerships and 25,000 shares
over which Mr. Sands has shared dispositive power through a discretionary
account, but as to which Mr. Sands disclaims beneficial ownership.
2
<PAGE> 3
SCHEDULE 13D
(AMENDMENT NO. 5)
CUSIP NO. 20050L100
-------------------------------------------------------------------------------
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MARTIN S. SANDS
-------------------------------------------------------------------------------
2
CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
(a) X
(b)
-------------------------------------------------------------------------------
3
SEC USE ONLY
-------------------------------------------------------------------------------
4
SOURCE OF FUNDS*
AF
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
-------------------------------------------------------------------------------
6
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
-------------------------------------------------------------------------------
7
SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY ---------------------------------------
EACH 8
REPORTING SHARED VOTING POWER
PERSON
WITH 949,412*
---------------------------------------
9
SOLE DISPOSITIVE POWER
---------------------------------------
10
SHARED DISPOSITIVE POWER
1,199,537**
-------------------------------------------------------------------------------
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,199,537*
-------------------------------------------------------------------------------
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
-------------------------------------------------------------------------------
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.1%
-------------------------------------------------------------------------------
14
TYPE OF REPORTING PERSON*
IN
-------------------------------------------------------------------------------
* Includes 949,412 shares held by investment partnerships with respect to which
Mr. Sands may be deemed to share voting power, but as to which Mr. Sands
disclaims beneficial ownership.
** Includes 949,412 shares held by investment partnerships and 250,125 shares
over which Mr. Sands has shared dispositive through a discretionary account, but
as to which Mr. Sands disclaims beneficial ownership.
3
<PAGE> 4
SCHEDULE 13D
(AMENDMENT NO. 5)
CUSIP NO. 20050L100
-------------------------------------------------------------------------------
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KATIE AND ADAM BRIDGE PARTNERS, L.P.
-------------------------------------------------------------------------------
2
CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
(a) X
(b)
-------------------------------------------------------------------------------
3
SEC USE ONLY
-------------------------------------------------------------------------------
4
SOURCE OF FUNDS*
WC
-------------------------------------------------------------------------------
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
NUMBER OF
SHARES 924,412
BENEFICIALLY
OWNED BY ---------------------------------------
EACH 8
REPORTING SHARED VOTING POWER
PERSON
WITH 0
---------------------------------------
9
SOLE DISPOSITIVE POWER
924,412
---------------------------------------
10
SHARED DISPOSITIVE POWER
0
-------------------------------------------------------------------------------
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
924,412
-------------------------------------------------------------------------------
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
-------------------------------------------------------------------------------
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.7%
-------------------------------------------------------------------------------
14
TYPE OF REPORTING PERSON*
PN
-------------------------------------------------------------------------------
4
<PAGE> 5
SCHEDULE 13D
(AMENDMENT NO. 5)
CUSIP NO. 20050L100
-------------------------------------------------------------------------------
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OWL-1 PARTNERS, L.P.
-------------------------------------------------------------------------------
2
CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
(a) X
(b)
-------------------------------------------------------------------------------
3
SEC USE ONLY
-------------------------------------------------------------------------------
4
SOURCE OF FUNDS*
WC
-------------------------------------------------------------------------------
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
NUMBER OF
SHARES 25,000
BENEFICIALLY
OWNED BY ---------------------------------------
EACH 8
REPORTING SHARED VOTING POWER
PERSON
WITH 0
---------------------------------------
9
SOLE DISPOSITIVE POWER
25,000
---------------------------------------
10
SHARED DISPOSITIVE POWER
0
-------------------------------------------------------------------------------
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,000
-------------------------------------------------------------------------------
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
-------------------------------------------------------------------------------
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.39%
-------------------------------------------------------------------------------
14
TYPE OF REPORTING PERSON*
PN
-------------------------------------------------------------------------------
5
<PAGE> 6
SCHEDULE 13D
(AMENDMENT NO. 5)
ITEM 1. SECURITY AND ISSUER
This Amendment No. 5 amends and supplements the statement on Schedule
13D (as previously amended, the "Schedule 13D") relating to the common stock,
par value $.0001 per share (the "Common Stock"), of Command Security
Corporation, a New York corporation (the "Company") and filed with the
Securities and Exchange Commission on behalf of the following persons: (a) Mr.
Steven B. Sands; (b) Mr. Martin S. Sands; (c) Katie and Adam Bridge Partners,
L.P. ("K&A"); and (d) Owl-1 Partners, L.P ("Owl-1"). The following entities,
which were part of prior Schedule 13D filings and amendments thereafter, are no
longer beneficial owners of the Company's Common Stock, as more fully described
in Item 5 below: (a) Sands Brothers & Co., Ltd ("Sands Brothers"); (b) Jenna
Partners, L.P. ("Jenna"); (c) Jenna Partners II, L.P. ("Jenna II"); (d) Lily
Capital Appreciation Partners, L.P. ("Lily"); and (e) Ponderosa Partners, L.P
("Ponderosa"). Except as disclosed herein, there has been no change in the
information previously reported in the Schedule 13D. Capitalized terms not
defined herein shall have the meaning ascribed to them in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended and supplemented by adding thereto the
following:
Steven B. Sands (as attorney-in-fact over a discretionary account),
Martin S. Sands (as attorney-in-fact over certain discretionary accounts), K&A,
Owl-1, and other sellers (collectively, the "Sellers"), have entered into a
stock purchase agreement with Reliance Security Group plc, a company organized
under the laws of England and Wales ("Reliance" or the "Purchaser"), pursuant to
which the Sellers have agreed to sell and transfer, individually and not as a
group, all right, title and interest in and to all of their respective shares of
the Company's Common Stock, shares of the Company's Series A Preferred Stock
and, with respect to such other Sellers, warrants to purchase shares of the
Company's Common Stock (the "Stock Purchase Agreement") to Purchaser for a
purchase price of $2.20 per common share. The closing under the Stock Purchase
Agreement is conditioned on a number of items, including but not limited to: (i)
the issuance by the Company to Reliance of a warrant ("Warrant") to purchase a
number equal to 20% of the outstanding Common Stock on a fully-diluted basis
taking into account the exercise of all stock options, warrants and rights to
acquire shares of Common Stock outstanding on the date of the Stock Purchase
Agreement, conversion of all shares of Preferred Stock outstanding on the date
of the Stock Purchase Agreement, and exercise of the Warrant, but specifically
excluding other warrants issued to Mr. William Vassell pursuant a employment
agreement to be executed between the Company and Mr. Vassell at $1.25 per share;
(ii) the Company entering into a registration rights agreement with Reliance
relating to the shares of common stock underlying the Warrant; (iii) the
execution and delivery of a shareholders agreement between Reliance, the Company
and Mr. Vassell; (iv) the dismissal of the shareholders derivative action
instituted in the Supreme Court of the State of New York, County of New York
(Index No. 606166/97), by Robert J. Rosan and four directors of the Company,
namely, Steven B. Sands, Lloyd H. Saunders, III, Peter T. Kikis and Thomas P.
Kikis, against William C. Vassell, Chairman of the Board of the Company, three
other directors of the Company, namely, Gordon Robinett, Peter J. Nekos and
Gregory J. Miller, and David J. Pollitzer, Esq.; (v) the execution and delivery
of a employment agreement between the Company and Mr. Vassell on terms
acceptable to Reliance; (vi) the Company entering into a term loan facility for
$2.25 million; (vii) the continuance of the Company's listing on the NASDAQ
Small Cap Market; (viii) shareholder approval of Warrant and Charter Amendment
(as described below); (ix) revocation of the Shareholders Voting Agreement dated
as of the 8th day of March, 1995 by and among Mr. Vassell, Gordon Robinett,
Thomas Kikis, Lloyd H. Saunders, III, Peter Kikis, Steven B. Sands, Peter G.
Nekos and Gregory J. Miller; (x) an amendment to the Company's Bylaws and
Certificate of Incorporation (the "Charter Amendment") to remove the requirement
that either 75% of all outstanding shares or at least 75% of all members of the
board approve the removal of a director for cause and that directors may be
removed without cause only by the vote of at least 75% of all outstanding shares
and provide, in their stead, that a director may be removed with or without
cause by the vote of the Shareholders or with cause by the vote of a majority of
6
<PAGE> 7
the entire Board of Directors; and (xi) the authorized size of the Board of
Directors of the Company will have been reduced to seven (7) members and the
Board will consist of Mr. Vassell, Gregory Miller, Peter Nekos, Geoff
Haslehurst, Graeme Halder, Ken Allison and the director to be mutually agreed
upon in writing by William Vassell and Reliance. As part of the transaction,
Reliance has agreed to pay Mr. Peter Kikis, one of the Sellers, a finder's fee
of $.05 for each share sold in this transaction.
Concurrent with the Stock Purchase Agreement, K&A and Owl-1
(collectively, the "Shareholders") entered into a voting agreement with Reliance
(the "Voting Agreement") pursuant to which the Shareholders, severally and not
jointly, agreed that at any meeting of the holders of Common Stock and/or
Preferred Stock of the Company, or in connection with any written consent of the
holders of the Common Stock and/or Preferred Stock of the Company, the
Shareholders will vote all shares that they have beneficial ownership of at the
time of the vote (i) in favor of (A) the issuance of the Warrant and shares of
Common Stock issuable upon exercise of the Warrant, (B) approval of the Charter
Amendment and (C) any other transaction or matter contemplated by, in connection
with, or referenced as a closing condition in, the Stock Purchase Agreement, and
(ii) except as otherwise agreed to in writing in advance by Reliance, against
the following actions: (1) any extraordinary corporate transaction, such as a
merger, consolidation or other business combination involving the Company (other
than in connection with the transactions contemplated by, in connection with or
referenced as a closing condition in, the Stock Purchase Agreement); (2) a sale,
lease or transfer of a material amount of assets of the Company or its
subsidiaries, or a reorganization, recapitalization, dissolution or liquidation
of the Company; (3) any change in a majority of the persons who constitute the
board of directors of the Company (other than in connection with the
transactions contemplated by, in connection with or referenced as a closing
condition in, the Stock Purchase Agreement); (4) any change in the present
capitalization of the Company or any amendment of the Company's Certificate of
Incorporation or Bylaws (other than in connection with the transactions
contemplated by, in connection with or referenced as a closing condition in, the
Stock Purchase Agreement); (5) any other material change in the Company's
corporate structure or business (other than in connection with the transactions
contemplated by, in connection with or referenced as a closing condition in, the
Stock Purchase Agreement); or (6) any other action involving the Company which
is intended, or could reasonably be expected, to materially impede, interfere
with, delay, postpone, or materially adversely affect the transactions
contemplated by, in connection with or referenced as a closing condition in, the
Voting Agreement or the Stock Purchase Agreement. Additionally, K&A has agreed
with the Company to reimburse the Company for its out of pocket expenses
incurred in connection with the transaction with Reliance, in the event that K&A
and Owl-1 fail to deliver their respective shares at closing.
Mr. Kikis, another Seller, also has made a similar reimbursement agreement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and supplemented by adding thereto the
following:
As of August 11, 2000, the Company had 6,287,343 shares of Common Stock
outstanding, as reported on the Company's Form 10-Q dated August 21, 2000.
(a) Mr. Steven B. Sands is the beneficial owner of 974,412 shares of
Common Stock, or 15.5% of the Company's Common Stock outstanding. Such ownership
is indirect. Of such shares, 25,000 shares, of which Mr. Steven B. Sands has
dispositive power over, are held in a discretionary account at Sands Brothers,
which discretion may be revoked by the grantor thereof at any time. Mr. Steven
B. Sands acknowledges his relationship with each of K&A and Owl-1, but does not
affirm that such partnerships and their general partners constitute a group for
reporting purposes under Section 13(d) of the Securities Exchange Act of 1934,
as amended. Pursuant to Rule 13d-4, under the Securities Exchange Act of 1934,
as amended, Mr. Sands disclaims beneficial ownership of any of such 974,412
shares.
(b) Mr. Martin S. Sands is the beneficial owner of 1,199,537 shares of
Common Stock, or 19.1% of the Company's Common Stock outstanding. Such ownership
is indirect. Of such shares, 250,125 shares, of which Mr. Martin S. Sands has
dispositive power over, are held in discretionary accounts at Sands Brothers,
which discretion may be revoked by the grantor thereof at any time. Mr. Martin
S. Sands acknowledges his relationship with each of K&A and Owl-1, but does not
affirm that
7
<PAGE> 8
such partnerships and their general partners constitute a group for reporting
purposes under Section 13(d) of the Securities Exchange Act of 1934, as amended.
Pursuant to Rule 13d-4, under the Securities Exchange Act of 1934, as amended,
Mr. Sands disclaims beneficial ownership of any of such 1,199,537 shares.
(c) K&A is the beneficial owner of 924,412 shares of Common Stock, or
14.7% of the Company's Common Stock outstanding. Such ownership is direct. K&A
expressly disclaims beneficial ownership of any shares of Common Stock deemed
held or owned by Mr. Steven B. Sands, Mr. Martin S. Sands and Owl-1.
K&A has received 218,312 shares of Common Stock as "paid-in-kind"
dividends from shares of Series A Convertible Preferred Stock received in 1995.
The dividends were issued as follows:
<TABLE>
<CAPTION>
Number of Shares Date Issued
---------------- -----------
<S> <C>
48,400 2/24/96
52,300 2/24/97
56,544 2/24/98
61,068 2/25/99
</TABLE>
Additionally, warrants to purchase 40,000 shares of the Company's
Common Stock previously issued to K&A have expired without being exercised.
(d) Owl-1 is the beneficial owner of 25,000 shares of Common Stock, or
0.39% of the Company's Common Stock outstanding. Such ownership is direct. Owl-1
expressly disclaims ownership of any shares of Common Stock held or owned by Mr.
Steven B. Sands, Mr. Martin S. Sands and K&A.
Warrants to purchase 10,000 shares of the Company's Common Stock
previously issued to Owl-1 have expired without being exercised.
(e) Sands Brothers, Jenna, Jenna II, Lily and Ponderosa were all
previously included in Schedule 13D filings. These entities, however, are no
longer beneficial owners of the Company's securities. The transactions creating
such status for these entities are as follows:
Warrants to purchase 7,000 shares of the Company's Common Stock
previously issued to Sands Brothers have expired without being exercised.
Warrants to purchase an aggregate of 245,000 shares of the Company's
Common Stock previously issued to certain designees of Sands Brothers have
expired without being exercised.
The following table sets forth transactions effected by Jenna. All such
transactions were effected in the open market; the table excludes commissions
paid.
<TABLE>
<CAPTION>
Date Number of Shares Sold Price Per Share
---- --------------------- ---------------
<S> <C> <C>
5/19/99 3,000 $1.029
6/01/99 18,000 $.9889
6/15/99 5,000 $.9699
11/22/99 1,000 $.9999
11/22/99 10,000 $.9499
12/28/99 10,000 $.7644
12/28/99 7,000 $.7285
12/30/99 4,000 $.7017
01/18/00 19,500 $.8647
01/18/00 10,000 $.8618
</TABLE>
8
<PAGE> 9
Additionally, warrants to purchase 35,000 shares of the Company's
Common Stock previously issued to Jenna have expired without being exercised.
The following table sets forth transactions effected by Jenna II. All
such transactions were effected in the open market; the table excludes
commissions paid.
<TABLE>
<CAPTION>
Date Number of Shares Sold Price Per Share
---- --------------------- ---------------
<S> <C> <C>
5/24/99 2,000 $1.016
6/15/99 5,000 $.9699
11/02/99 10,000 $.9749
11/22/99 1,000 $.9999
11/22/99 10,000 $.9499
11/30/99 3,500 $.9687
12/28/99 10,000 $.7644
12/28/99 7,000 $.7285
12/31/99 5,750 $.7006
1/18/00 7,000 $.8625
</TABLE>
Additionally, warrants to purchase 24,500 shares of the Company's
Common Stock previously issued to Jenna have expired without being exercised.
The following table sets forth transactions effected by Lily. All such
transactions were effected in the open market; the table excludes commissions
paid.
<TABLE>
<CAPTION>
Date Number of Shares Sold Price Per Share
---- --------------------- ---------------
<S> <C> <C>
4/15/99 5,000 $1.219
4/16/99 3,000 $1.233
4/20/99 1,000 $1.099
4/21/99 10,000 $1.085
4/26/99 900 $1.097
4/26/99 10,000 $.9699
4/27/99 24,100 $.9896
5/07/99 2,200 $1.102
5/14/99 7,000 $1.104
5/17/99 5,000 $1.042
5/19/99 4,800 $1.042
11/01/99 10,000 $.9749
11/22/99 1,000 $.9999
12/28/99 10,000 $.7644
12/28/99 4,000 $.7249
12/30/99 1,000 $.6767
12/31/99 1,000 $.6999
</TABLE>
Warrants to purchase 165,000 shares of the Company's Common Stock
previously issued to Ponderosa have expired without being exercised.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Item 6 is hereby amended and supplemented by adding thereto the
following:
See Item 4 above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
9
<PAGE> 10
Item 7 is hereby amended and supplemented by adding thereto the
following:
Exhibit 9: Stock Purchase Agreement
Exhibit 10: Voting Agreement
10
<PAGE> 11
SIGNATURE
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.
Dated: September 15, 2000
/s/ Steven B. Sands
------------------------------------
Steven B. Sands
/s/ Martin S. Sands
------------------------------------
Martin S. Sands
KATIE AND ADAM BRIDGE PARTNERS, L.P.
By: K&A BRIDGE PARTNERS CORP.
General Partner
By: /s/ Steven B. Sands
------------------------------------
Name: Steven B. Sands
Title: President
OWL-1 PARTNERS, L.P.
By: OWL CAPITAL MANAGEMENT, INC.
General Partner
By: /s/ Martin S. Sands
------------------------------------
Name: Martin S. Sands
Title: President
11
