UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3 )
Tadeo Holdings, Inc.
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(Name of Issuer
Common Stock par value $.0001 per share
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(Title of Class of Securities)
913829 10 7
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(CUSIP Number)
Michelle Kassner, 69 Spring Street, Ramsey, New Jersey 07446
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 1998
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(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. |_|
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 provide 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).
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only).
Liberty Travel, Inc. 13-2625933
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2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) .....................................................
(b) ......................................................
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3. SEC Use Only.............................................
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4. Source of Funds (See Instructions) WC..........
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5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)......
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6. Citizenship of Place of Organization New York.....
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Number of Shares 7. Sole Voting Power 360,000...............
Beneficially -----------------------------------------------------------
Owned by Each 8. Shared Voting Power N/A..................
Reporting Person -----------------------------------------------------------
With 9. Sole Dispositive Power 360,000............
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10. Shared Dispositive Power N/A...............
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11. Aggregate Amount Beneficially Owner by Each Reporting
Person 360,000...........
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12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)....
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13. Percent of Class Represented by Amount in Row (11) ..2.4%
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14. Type of Reporting Person (See Instructions)
CO....................................................
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..........................................................
..........................................................
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INSTRUCTIONS FOR COVER PAGE
(1) Names and I.R.S. Identification Numbers of Reporting Persons - Furnish
the full legal name of each person for whom the report is filed - i.e.,
each person required to sign the schedule itself - including each
member of a group. Do not include the name of a person required to be
identified in the report but who is not a reporting person. Reporting
persons that are entities are also requested to furnish their I.R.S.
identification numbers although disclosure of such numbers is
voluntary, not mandatory (see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH
SCHEDULE 13D" below)
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(2) If any of the shares beneficially owned by a reporting person are held
as a member of a group and such membership is expressly affirmed,
please check row 2(a). If the membership in a group is disclaimed or
the reporting person describes a relationship with other persons but
does not affirm the existence of a group, please check row 2(b) [unless
a joint filing pursuant to Rule 13d-1(f)(1) in which case it may not be
necessary to check row 2(b)]
(3) The 3rd row is for SEC internal use; please leave blank
3;(2) The acquisition of issuer control, liquidation, sale of assets, merger,
or change in business or corporate structure or any other matter as
disclosed in Item 4; and (3) the transfer or voting of the securities,
finder's fees, joint ventures, options, puts, calls, guarantees of
loans, guarantees against loss or of profit, or the giving or
withholding of any proxy as disclosed in Item 6.
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.
5/27/99
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Date
/s/Michelle Kassner, Co-Executor, Estate of Fred Kassner
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Signature
MICHELLE KASSNER, CO-EXECUTOR, ESTATE OF FRED KASSNER
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Name/Title
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
pointed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
<PAGE>
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only).
Estate of Fred Kassner IRS Employer Identification
No. 22-6774731
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2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) .....................................................
(b) ......................................................
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3. SEC Use Only.............................................
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4. Source of Funds (See Instructions) PF..........
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5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)......
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6. Citizenship of Place of Organization New Jersey....
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Number of Shares 7. Sole Voting Power 4,330,725 Shares of Common Stock,
Beneficially including 515,115 shares underlying the Class A
Owned by Each Warrants and 100,000 shares underlying warrants
Reporting Person granted by the Company
With ------------------------------------------------------------
8. Shared Voting Power N/A
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9. Sole Dispositive Power 4,330,725 Shares of Common
Stock, including 515,115 shares underlying the Class A
Warrants and 100,000 shares underlying warrants
granted by the Company
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10. Shared Dispositive Power N/A ...................
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11. Aggregate Amount Beneficially Owner by Each Reporting Person 4,330,725
Shares of Common Stock including 515,115 shares underlying the Class A
Warrants and 100,000 shares underlying warrants granted by the Company
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) .............................................................
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13. Percent of Class Represented by Amount in Row (11) ...22.3%
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14. Type of Reporting Person (See Instructions)
00.................................................
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INSTRUCTIONS FOR COVER PAGE
(1) Names and I.R.S. Identification Numbers of Reporting Persons - Furnish
the full legal name of each person for whom the report is filed - i.e.,
each person required to sign the schedule itself - including each
member of a group. Do not include the name of a person required to be
identified in the report but who is not a reporting person. Reporting
persons that are entities are also requested to furnish their I.R.S.
identification numbers although disclosure of such numbers is
voluntary, not mandatory (see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH
SCHEDULE 13D" below)
<PAGE>
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(2) If any of the shares beneficially owned by a reporting person are held
as a member of a group and such membership is expressly affirmed,
please check row 2(a). If the membership in a group is disclaimed or
the reporting person describes a relationship with other persons but
does not affirm the existence of a group, please check row 2(b) [unless
a joint filing pursuant to Rule 13d-1(f)(1) in which case it may not be
necessary to check row 2(b)]
(3) The 3rd row is for SEC internal use; please leave blank
3;(2) The acquisition of issuer control, liquidation, sale of assets, merger,
or change in business or corporate structure or any other matter as
disclosed in Item 4; and (3) the transfer or voting of the securities,
finder's fees, joint ventures, options, puts, calls, guarantees of
loans, guarantees against loss or of profit, or the giving or
withholding of any proxy as disclosed in Item 6.
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.
5/27/99
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Date
/s/Michelle Kassner
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Signature
MICHELLE KASSNER, SR. VICE PRESIDENT, LIBERTY TRAVEL
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Name/Title
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement" provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
pointed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
<PAGE>
ITEM 1 Security and Issuer
This Schedule 13-D is filed with the Securities and Exchange Commission
with respect to the Common Stock ("Common Stock") and Class A Warrants, each of
which is convertible into one share of Common Stock, ("Warrants") of Tadeo
Holdings, Inc., a Delaware Corporation ("Company"). The principal office of the
Company is 42705 Grand River Avenue, Suite 101, Novi, Michigan, 48735.
ITEM 2 Identity and Background
This Schedule 13-D is filed on behalf of the estate of Fred Kassner
("Kassner") and Liberty Travel, Inc. ("Liberty"). Liberty is a New York
corporation with its principal office at 69 Spring Street, Ramsey, New Jersey
07446. Kassner's address is 69 Spring Street Ramsey, New Jersey 07446.
During the last five years, neither Liberty nor Kassner has been
convicted in a criminal proceeding.
During the last five years, neither Liberty nor Kassner has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in 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 violations with respect to such laws.
ITEM 3 Source and Amount of Funds or Other Considerations
Kassner obtained its shares of Common Stock as a result of the
acquisition of shares of Common Stock and Warrants for cash and as the result of
the mandatory conversion of the Company's Series A Preferred Shares.
Liberty obtained its shares of Common Stock as a result of over the
counter purchases.
ITEM 4 Purpose of Transaction
Each of Kassner and Liberty has acquired the Common Stock, and Kassner
has acquired the Class A Warrants, for investment purposes.
ITEM 5 Interest and Security of the Issuer
Liberty owns beneficially and of record 360,000 shares of Common Stock
of the Company, constituting 2.4% thereof.
Kassner owns beneficially and of record 4,330,725 shares of Common
Stock of the Company, including 515,115 shares of Common Stock underlying the
Company's publicly-traded Class A Warrants and 100,000 shares of Common Stock
underlying warrants granted in connection with certain financial accommodations
granted by Mr. Kassner related to the release of security interests in Company
assets, constituting 22.3% thereof.
<PAGE>
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JOINT FILING AGREEMENT
In accordance with Rule 13d-1 (i)(f) promulgated under the Securities
Exchange Act of 1934, as amended, the persons named below agree to the joint
filing on behalf of each of them of a statement on Schedule 13 D (including
amendments thereto) with respect to the Common Stock of Tadeo Holdings, Inc. and
further agree that this Joint Filing Agreement ("Agreement") be included as an
exhibit to such joint filing.
In evidence thereof the undersigned, being duly authorized, hereby
execute this Agreement as of the 27th day of May, 1999.
LIBERTY TRAVEL, INC.
By: /s/Michelle Kassner
Name:Michelle Kassner
Title:Sr. Vice President
ESTATE OF FRED KASSNER
By: /s/Michelle Kassner
Name : Michelle Kassner
Title: Co-Executor
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Although Kassner is a principal shareholder of Liberty, each of Liberty
and Kassner disclaim beneficial ownership of each other's shares of Common Stock
of the Corporation.
ITEM 6 Contracts, Arrangements, Understanding or Relationships with respect
to Securities of the Issuer
There are currently no contracts, arrangements or understandings with
any person with respect to any securities of the Company with the exception of
the Joint Filing Agreement by and among Liberty and Fred Kassner.
ITEM 7 Material to be Filed as Exhibits
Joint Filing Agreement by and among Liberty and Kassner dated as the
27th of May, 1999 pursuant to Rule 13d-l(f).
SIGNATURE
After reasonably 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.
The Estate of Fred Kassner
By: /s/Michelle Kassner
Name:Michelle Kassner
Title:Co-Executor of the
Estate of Fred Kassner
Liberty Travel, Inc.
By: /s/Michelle Kassner
Name:Michelle Kassner
Title:Sr. Vice President
Dated as of the 27th May, 1999
