UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
TREEV, INC.
(Name of Issuer)
Common Stock, par value $.0001 per share
(Title and Class of Securities)
894692 30 0
(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, 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 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. 894692 30 0
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 530,714
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 530,714
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
530,714
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 894692 30 0
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 530,714
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 530,714
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
530,714
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 894692 30 0
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fred E. Kassner (estate of)
SSN for Kassner: ###-##-####
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 1,392,810
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 530,714
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 1,392,810
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 530,714
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,923,524
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15%
14 TYPE OF REPORTING PERSON
IN
<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 TREEV, Inc., formerly 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 3 to Schedule 13D is filed on behalf of LTI.
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.
Kassner (estate of), 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 (estate of) 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 June 30, 1998,
the Series M1 Convertible Preferred Stock which is convertible into 250,000
shares of Common Stock, plus interest at 8.5% per annum payable in Common Stock,
was the conversion from debt to equity of the remaining $1,000,000 under a line
of credit Mr. Kassner had with the Company. The shares are represented on a post
one-for-four reverse stock split basis, which became effective on December 10,
1998. The line of credit was from personal funds.
The source of funds used by LTI in acquiring, on November 29, 1995, the
305,714 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.
The source of funds used by LTI in acquiring, between September and
November 1998, the 225,000 shares, on a post reverse stock split basis, of
Common Stock beneficially owned by it, was working capital of LTI. The amount of
such funds used was $784,444.
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
On a post reverse stock split basis, Mr. Kassner owns beneficially
1,923,524 shares of Common Stock, including 530,714 shares beneficially held by
LTI. Prior to the reverse stock split, 77,240 shares were acquired in open
market purchases, 240,000 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, 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 cash or Common Stock upon conversion; and
1,000,000 shares which may be acquired upon the conversion of the Series M1
Convertible Preferred Stock, such number of shares excluding interest at 8.5%
per annum, payable in cash or Common Stock upon conversion. The shares of Common
Stock beneficially owned by Mr. Kassner constitute 15% of the Common Stock
outstanding on December 31, 1998. Mr. Kassner shares with Mr. Haroche the power
to vote or direct the voting of and dispose or direct the disposition of the
530,714 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 1,923,524 shares of Common Stock held directly and
beneficially by him. Mr. Kassner has filed Forms 4 to indicate the sales he has
made in the Company's Common Stock.
LTI owns beneficially 530,714 shares of Common Stock, including, on a
pre reverse stock split basis 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, and the purchase of 900,000 shares of Common Stock in September through
November 1998 at prices ranging from $.69 to $1.00. The shares of Common Stock
beneficially owned by LTI constitute 4.2% of the Common Stock outstanding on
December 31, 1998. The shares of Common Stock beneficially owned constituted
3.8% of the Common Stock outstanding on July 22, 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 530,714 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 530,714
shares of Common Stock beneficially held by LTI. The shares of Common Stock
beneficially owned by Mr. Haroche constitute 4.2% of the Common Stock
outstanding on December 31, 1998. The shares of Common Stock beneficially owned
constituted 3.8% of the Common Stock outstanding on July 22, 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. After taking
effect of the reverse stock split, the warrant is for 50,000 shares of Common
Stock at $6.00 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. After taking effect of the reverse stock split,
the warrant is for 13,500 shares of Common Stock at $15.00 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. After taking effect of the reverse stock split, the
warrant is for 20,000 shares of Common Stock at $14.00.
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.
12/31/98 /s/ Richard Cowlan
-------- -----------------------
Date Liberty Travel, Inc.
<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 TREEV, Inc. 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
