SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
S C H E D U L E 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
THE MILLBROOK PRESS INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 PAR VALUE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
600179105
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(CUSIP Number)
Copy to: Stephen A. Cohen, Esq.
Applewood Associates, L.P. Morrison Cohen Singer & Weinstein, LLP
68 Wheatley Road 750 Lexington Avenue
Brookville, NY 11545 New York, New York 10022
Telephone (516) 626-3070 Telephone (212) 735-8600
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
November 28, 1997
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(Date of Event which Requires Filing 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 space [ ].
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).
(Continued on following page(s))
Page 1 of 13
<PAGE>
CUSIP
No. 600179105 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Applewood Associates, L.P.
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 Item 2(d) or 2(e)
6 Citizenship or Place of Organization New York
7 Sole Voting Power
396,213 shares 11.1%
Number of
Shares 8 Shared Voting Power
Beneficially 0 shares 0%
Owned By
Each 9 Sole Dispositive Power
Reporting 396,213 shares 11.1%
Person
With 10 Shared Dispositive Power
0 shares 0%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
396,213 shares
12 Check Box if the Aggregate Amount in Row (11)
excludes Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11) 11.1%
14 Type of Reporting Person* PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 13
<PAGE>
CUSIP
No. 600179105 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Barry Rubenstein
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 Item 2(d) or 2(e)
6 Citizenship or Place of Organization United States
7 Sole Voting Power
0 shares 0%
Number of
Shares 8 Shared Voting Power
Beneficially 1,530,748 shares 41.3%
Owned By
Each 9 Sole Dispositive Power
Reporting 0 shares 0%
Person
With 10 Shared Dispositive Power
1,530,748 shares 41.3%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
1,530,748 shares
12 Check Box if the Aggregate Amount in Row (11)
excludes Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11) 41.3%
14 Type of Reporting Person* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 13
<PAGE>
CUSIP
No. 600179105 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Irwin Lieber
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 Item 2(d) or 2(e)
6 Citizenship or Place of Organization United States
7 Sole Voting Power
74,857 shares 2.2%
Number of
Shares 8 Shared Voting Power
Beneficially 1,464,891 shares 39.5%
Owned By
Each 9 Sole Dispositive Power
Reporting 74,857 shares 2.2%
Person
With 10 Shared Dispositive Power
1,464,891 shares 39.5%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
1,539,748 shares
12 Check Box if the Aggregate Amount in Row (11)
excludes Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11) 41.6%
14 Type of Reporting Person* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 13
<PAGE>
CUSIP
No. 600179105 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Barry Fingerhut
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 Item 2(d) or 2(e)
6 Citizenship or Place of Organization United States
7 Sole Voting Power
74,857 shares 2.2%
Number of
Shares 8 Shared Voting Power
Beneficially 1,464,891 shares 39.5%
Owned By
Each 9 Sole Dispositive Power
Reporting 74,857 shares 2.2%
Person
With 10 Shared Dispositive Power
1,464,891 shares 39.5%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
1,539,748 shares
12 Check Box if the Aggregate Amount in Row (11)
excludes Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11) 41.6%
14 Type of Reporting Person* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 13
<PAGE>
CUSIP
No. 600179105 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Applewood Capital Corp.
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 Item 2(d) or 2(e)
6 Citizenship or Place of Organization New York
7 Sole Voting Power
0 shares 0%
Number of
Shares 8 Shared Voting Power
Beneficially 396,213 shares 11.1%
Owned By
Each 9 Sole Dispositive Power
Reporting 0 shares 0%
Person
With 10 Shared Dispositive Power
396,213 shares 11.1%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
396,213 shares
12 Check Box if the Aggregate Amount in Row (11)
excludes Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11) 11.1%
14 Type of Reporting Person* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6 of 13
<PAGE>
CUSIP
No. 600179105 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Seth Lieber
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 Item 2(d) or 2(e)
6 Citizenship or Place of Organization United States
7 Sole Voting Power
4,310 shares 0.1%
Number of
Shares 8 Shared Voting Power
Beneficially 396,213 shares 11.1%
Owned By
Each 9 Sole Dispositive Power
Reporting 4,310 shares 0.1%
Person
With 10 Shared Dispositive Power
396,213 shares 11.1%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
400,523 shares
12 Check Box if the Aggregate Amount in Row (11)
excludes Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11) 11.2%
14 Type of Reporting Person* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 7 of 13
<PAGE>
CUSIP
No. 600179105 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Jonathan Lieber
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 Item 2(d) or 2(e)
6 Citizenship or Place of Organization United States
7 Sole Voting Power
4,310 shares 0.1%
Number of
Shares 8 Shared Voting Power
Beneficially 396,213 shares 11.1%
Owned By
Each 9 Sole Dispositive Power
Reporting 4,310 shares 0.1%
Person
With 10 Shared Dispositive Power
396,213 shares 11.1%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
400,523 shares
12 Check Box if the Aggregate Amount in Row (11)
excludes Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11) 11.2%
14 Type of Reporting Person* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 8 of 13
<PAGE>
This statement, dated November 28, 1997, constitutes Amendment No. 2 to
the Schedule 13D, dated December 18, 1996, regarding the reporting persons'
ownership of certain securities of The Millbrook Press Inc. (the "Issuer").
The Schedule 13D is hereinafter referred to as the "Schedule." All
capitalized terms used herein and otherwise undefined shall have the meanings
ascribed in the Schedule.
This Amendment No. 2 to the Schedule is filed in accordance with Rule
13d-2 of the Securities Exchange Act of 1934, as amended, by the reporting
persons. It shall refer only to information which has materially changed since
the filing of the Schedule.
ITEM 2. IDENTITY AND BACKGROUND
4. (a) Barry Fingerhut, a shareholder, officer and director of
InfoMedia, one of the general partners of each of the 21st Funds, a general
partner of Applewood, a shareholder, officer and director of AC Corp., and a
director of the Issuer.
(b) Address: 767 Fifth Avenue New York, New York 10153
(c) Principal Occupation: Investment advisor.
(d) No.
(e) No.
(f) Citizenship: United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Barry Fingerhut acquired an additional 29,000 shares of Common Stock
for an aggregate of $148,625. The source of funds was working capital
and personal funds.
Irwin Lieber acquired an additional 29,000 shares of Common Stock for
an aggregate of $148,625. The source of funds was working capital and
personal funds.
Woodland Partners acquired an additional 20,000 shares of Common Stock
for an aggregate of $102,500. The source of funds was working capital.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
(a) The following list sets forth the aggregate number and percentage
(based on 3,455,000 shares of Common Stock outstanding as reported by the Issuer
in its Form 10-K for the year ended July 31, 1997) of outstanding shares of
Common Stock owned beneficially by each person named in Item 2, as of November
28, 1997:
Page 9 of 13
<PAGE>
Percentage of Shares of
Shares of Common Stock Common Stock
Name Beneficially Owned (1) Beneficially Owned (1)
- ---- ------------------- ------------------
Applewood Associates, L.P 396,213 11.1%
Barry Rubenstein(2) 1,530,748(3,4,5) 41.3%
Irwin Lieber(2) 1,539,748(3,5) 41.6%
Barry Fingerhut(2) 1,539,748(3,5) 41.6%
Applewood Capital Corp.(2) 396,213(3) 11.1%
Seth Lieber(2) 400,523(6) 11.2%
Jonathan Lieber(2) 400,523(6) 11.2%
(b) Applewood has sole power to vote and dispose of 271,213 shares of
Common Stock and 125,000 shares of Common Stock issuable upon the exercise of
the Bridge Warrants, which represents approximately 11.1% of the outstanding
Common Stock.
By virtue of being a general partner of Applewood and of Woodland, a
shareholder, officer and director of InfoMedia, and an officer and director of
AC Corp., Barry Rubenstein may be deemed to have shared power to vote and
dispose of 1,280,748 shares of Common Stock and 250,000 shares of Common Stock
issuable upon the exercise of the Bridge Warrants, which represents
approximately 41.3% of the outstanding Common Stock.
- --------
1 Includes shares of Common Stock issuable upon the exercise of the
Bridge Warrants.
2 The reporting person disclaims beneficial ownership of these
securities except to the extent of its equity ownership therein.
3 The reporting person is a general partner of Applewood and
accordingly has shared dispositive and voting power with respect
to the 271,213 shares of Common Stock and 125,000 shares of
Common Stock issuable upon the exercise of the Bridge Warrants
owned by Applewood.
4 As a general partner of Woodland Partners, Mr. Rubenstein has
shared dispositive and voting power with respect to the 65,857
shares of Common Stock owned by Woodland Partners.
5 The reporting persons are shareholders, officers and directors of
InfoMedia Associates, Ltd. ("InfoMedia"). InfoMedia is a general
partner of each of 21st Century Communications Partners, L.P.
("21st Century"), 21st Century Communications T-E Partners, L.P.
("T-E") and 21st Century Communications Foreign Partners, L.P.
("Foreign", and together with "T-E" and "21st Century," the "21st
Funds"). 21st Century, T-E and Foreign own, respectively, an
aggregate of 639,840, 217,696 and 86,142 shares of Common Stock
and 85,000, 28,500 and 11,500 shares of Common Stock issuable
upon the exercise of the Bridge Warrants. Accordingly, the
reporting persons each have shared voting and dispositive power
with respect to the aggregate 1,068,678 shares of Common Stock
owned by the 21st Funds.
6 The reporting person is an officer of AC Corp. and accordingly
has shared voting and dispositive power with respect to 271,213
shares of Common Stock owned by Applewood and 125,000 shares of
Common Stock issuable upon the exercise of the Bridge Warrants
owned by Applewood.
Page 10 of 13
<PAGE>
Irwin Lieber has sole power to vote and dispose of 74,857 shares of
Common Stock which represents approximately 2.2% of the outstanding Common
Stock. By virtue of being a general partner of Applewood and an officer and
director of AC Corp., and a shareholder, officer and director of InfoMedia, Mr.
Lieber may be deemed to have shared power to vote and dispose of 1,214,891
shares of Common Stock and 250,000 shares of Common Stock issuable upon the
exercise of the Bridge Warrants, which represents approximately 39.5% of the
outstanding Common Stock.
Barry Fingerhut has sole power to vote and dispose of 74,857 shares of
Common Stock which represents approximately 2.2% of the outstanding Common
Stock. By virtue of being a general partner of Applewood and an officer and
director of AC Corp., and a shareholder, officer and director of InfoMedia, Mr.
Fingerhut may be deemed to have shared power to vote and dispose of 1,214,891
shares of Common Stock and 250,000 shares of Common Stock issuable upon the
exercise of the Bridge Warrants, which represents approximately 39.5% of the
outstanding Common Stock.
By virtue of being a general partner of Applewood, AC Corp. may be
deemed to have shared power to vote and dispose of 271,213 shares of Common
Stock and 125,000 shares of Common Stock issuable upon the exercise of the
Bridge Warrants, which represents approximately 11.1% of the outstanding Common
Stock.
Seth Lieber has sole power to vote and dispose of 4,310 shares of
Common Stock which represents approximately 0.1% of the outstanding Common
Stock. By virtue of being an officer of AC Corp., Mr. Lieber may be deemed to
have shared power to vote and dispose of 271,213 shares of Common Stock and
125,000 shares of Common Stock issuable upon the exercise of the Bridge
Warrants, which represents approximately 11.2% of the outstanding Common Stock.
Jonathan Lieber has sole power to vote and dispose of 4,310 shares of
Common Stock which represents approximately 0.1% of the outstanding Common
Stock. By virtue of being an officer of AC Corp., Mr. Lieber may be deemed to
have shared power to vote and dispose of 271,213 shares of Common Stock and
125,000 shares of Common Stock issuable upon the exercise of the Bridge
Warrants, which represents approximately 11.2% of the outstanding Common Stock.
(c) The following is a description of all transaction in shares of
Common Stock of the Issuer by the persons identified in Item 2 of this Schedule
13D effected from September 28, 1997 through November 28, 1997 inclusive.
Name of Purchase of Number of Shares Purchase or
Shareholder Sale Date Purchased or (Sold) Sale Price
- ----------- --------- ------------------- ----------
Barry Fingerhut 11/7/97 7,500 $5.125
11/28/97 21,500 $5.125
Irwin Lieber 11/7/97 7,500 $5.125
Page 11 of 13
<PAGE>
Name of Purchase of Number of Shares Purchase or
Shareholder Sale Date Purchased or (Sold) Sale Price
- ----------- --------- ------------------- ----------
11/28/97 21,500 $5.125
Woodland Partners 11/28/97 20,000 $5.125
The shares of Common Stock were acquired in the over-the-counter
market.
(d) No other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of such securities.
(e) Not applicable.
Page 12 of 13
<PAGE>
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, correct and
complete.
APPLEWOOD ASSOCIATES, L.P.
By: s/Irwin Lieber
------------------
Irwin Lieber, General Partner
APPLEWOOD CAPITAL CORP.
By: s/Barry Rubenstein
-----------------------
Barry Rubenstein, President
s/Barry Rubenstein
------------------
Barry Rubenstein
s/Irwin Lieber
--------------
Irwin Lieber
s/Barry Fingerhut
-----------------
Barry Fingerhut
s/Seth Lieber
-------------
Seth Lieber
s/Jonathan Lieber
-----------------
Jonathan Lieber
Date: December 4, 1997
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C.
1001).
