UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
NETWORK IMAGING CORPORATION
(Name of Issuer)
Common Stock, par value $.0001 per share
(Title and Class of Securities)
64121B 10 5
(CUSIP Number)
Fred E. Kassner, Liberty Travel, Inc, 69 Spring Street, Ramsey, NJ 07446
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communication)
December 31, 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 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>
SCHEDULE 13D
CUSIP No. 64121 B 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Liberty Travel
13-2635933
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(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
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 1,222,857
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 1,222,857
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,222,857
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 64121 B 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gilbert Haroche
SSN: ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS N/A (see item 5)
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 States
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 1,222,857
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 1,222,857
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,222,857
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 64121 B 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fred E. Kassner
SSN: ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
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 States
NUMBER OF 7 SOLE VOTING POWER 5,041,240
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 1,222,857
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 5,041,240
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 1,222,857
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,264,097
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21%
14 TYPE OF REPORTING PERSON
<PAGE>
Page 5 of 9
Item 1 Security and Issuer
This statement relates to the common stock, $.0001 par value per share
(the "Common Stock"), of Network Imaging Corporation (the "Company"), a Delaware
corporation, which has its principal executive offices at 500 Huntmar Park
Drive, Herndon, Virginia 20170.
Item 2 Identity and Background
The statement on Schedule 13D was on behalf of Liberty Travel, Inc.
("LTI"), Gilbert D. Haroche and Fred E. Kassner.
This Amendment Number 1 to Schedule 13D is filed on behalf of Fred E.
Kassner.
LTI is a corporation organized in New York. LTI's principal business is
the operation of retail travel agencies. The address of LTI's principal business
and principal office is 69 Spring Street, Ramsey, New Jersey 07446.
LTI's directors, executive officers and stockholders are Fred E. Kass-
ner, who is a director and Chairman, and Gilbert D. Haroche, who is a director
and President. Messrs. Kassner and Haroche's business address is 69 Spring
Street, Ramsey, New Jersey 07446. Messrs. Kassner and Haroche are principally
employed by Libgo Travel, Inc. a wholesale and retail travel business with
principal offices at 69 Spring Street, Ramsey, New Jersey 07446.
During the last five years, none of LTI, Kassner or Haroche has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
During the last five years, none of LTI, Kassner or Haroche has 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 judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, or finding any violation with respect to,
federal or state securities law.
Messrs. Kassner and Haroche are United States citizens.
<PAGE>
Page 6 of 9
Item 3 Source and Amount of Funds or Other Consideration
The source of funds used by Mr. Kassner in acquiring, on December 31,
1997, the Series M Convertible Preferred Stock is convertible into 4,000,000
shares of Common Stock, plus interest at 8.5% per annum payable in Common Stock,
was the conversion of $4,000,000 of a $5,000,000 line of credit Mr. Kassner has
with the Company from debt to equity. The line of credit was from personal
funds.
The source of funds used by Mr. Kassner is acquiring, on November 29,
1995, 774,000 of the shares of Common Stock beneficially owned by him, as
further described in Item 5, was personal funds. The amount of such funds was
$2,700,000.
The source of funds used by LTI in acquiring, on November 29, 1995, the
1,222,857 shares of Common Stock beneficially owned by it, as further described
in Item 5, was working capital of LTI. The amount of such funds used was
$4,000,000.
Item 4 Purpose of Transaction
Each of Mr. Kassner and LTI has acquired Common Stock for investment
purposes.
Item 5 Interest in Securities of the Issuer
Mr. Kassner owns beneficially 6,264,097 shares of Common Stock,
including 1,222,857 shares beneficially held by LTI, 77,240 shares acquired in
open market purchases, 710,000 shares acquired from the Company on November 29,
1995 at a price of $3.75 per share, 54,000 shares which Mr. Kassner has the
right to acquire at a price of $3.75 per share upon exercise of a five-year
warrant issued to him by the Company in connection with the sale of Common
Stock, 200,000 shares which Mr. Kassner has the right to acquire at a price of
$1.50 per share upon exercise of a three year warrant issued to him by the
Company in connection with the funding of the $5,000,000 line of credit dated as
of December 31, 1996, and 4,000,000 shares which may be acquired upon the
conversion of the Series M Convertible Preferred Stock, such number of shares
excluding interest at 8.5% per annum, payable in Common Stock upon conversion.
The shares of Common Stock beneficially owned by Mr. Kassner constitute 21% of
the Common Stock outstanding on January 30, 1998. Mr. Kassner shares with Mr.
Haroche the power to vote or direct the voting of and dispose or direct the
disposition of the 1,222,857 shares of Common Stock beneficially held by LTI.
<PAGE>
Page 7 of 9
Mr. Kassner has the sole power to vote or direct the voting of and dispose or
direct the disposition of the 5,041,240 shares of Common Stock held directly and
beneficially by him. Mr. Kassner sold 60,500 shares of Common Stock at $4.50 per
share on November 22, 1995 through a broker-dealer in an open-market
transaction, and bought 30,000 shares of Common Stock and sold 51,500 shares of
Common Stock through a broker-dealer in the open market in 1997.
LTI owns beneficially 1,222,857 shares of Common Stock, including
1,142,857 shares acquired from the Company on November 29, 1995 at a price of
$3.50 per share and 80,000 shares which LTI has the right to acquire at a price
of $3.50 per share upon exercise of a five year warrant issued to it by the
Company in connection with the sale of the Common Stock. The shares of Common
Stock beneficially owned by LTI constitute 6.7% of the Common Stock outstanding
on November 29, 1995. The shares of Common Stock beneficially owned constitute
4.7% of the Common Stock outstanding on January 30, 1998. Either of Messrs.
Kassner or Haroche may vote or direct the voting of and dispose or direct the
disposition of the Common Stock beneficially held by LTI.
Mr. Haroche owns beneficially the 1,222,857 shares of Common Stock
beneficially held by LTI. Mr. Haroche shares with Mr. Kassner the power to vote
or direct the voting of and dispose or direct the disposition of the 1,222,857
shares of Common Stock beneficially held by LTI. The shares of Common Stock
beneficially owned by Mr. Haroche constitute 6.7% of the Common Stock
outstanding on November 29, 1995. The shares of Common Stock beneficially owned
constitute 4.7% of the Common Stock outstanding on January 30, 1998.
Item 6 Contracts, Arrangements, Understanding or Relationships with respect
to Securities of the Issuer
In connection with the funding of the $5,000,000 line of credit dated
as of December 31, 1996, Mr. Kassner received three-year warrants entitling him
to
purchase 200,000 shares of Common Stock at $1.50 per share.
In connection with the purchase of Common Stock from the Company, Mr.
Kassner received a five-year warrant entitling him to purchase 54,000 shares of
Common Stock at $3.75 per share.
In connection with the purchase of Common Stock from the Company, LTI
received a five-year warrant entitling it to purchase 80,000 shares of Common
Stock at $3.50 per share.
Item 7 Material to be Filed as Exhibits
--------------------------------
(A) Joint Filing Agreement by and among Liberty Travel, Inc., Fred Kassner
and Gilbert D. Haroche pursuant to Rule 13d-1(f).
<PAGE>
Page 8 of 9
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.
2/23/98 /s/ Fred E. Kassner
-------------- --------------------
Date Fred E. Kassner
<PAGE>
Page 9 of 9
Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) promulgated under the Securities
Exchange Act of 1934, as amended, the persons name below agree to the joint
filing on behalf of each of them of a Statement on Schedule 13D (including
amendments thereto) with respect to the Common Stock of Network Imaging
Corporation and further agree that this Joint Filing Agreement be included as an
Exhibit to such joint filing.
In evidence thereof of the undersigned, being duly authorized, hereby
execute this Agreement as of the 6th day of December, 1995.
LIBERTY TRAVEL, INC.
/s/ Fred E. Kassner
-------------------
Fred E. Kassner, Chairman Liberty
Travel, Inc.
Fred Kassner
-------------------
Fred E. Kassner
Gilbert Haroche
-------------------
Gilbert D. Haroche
