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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CONSOLIDATED TECHNOLOGY GROUP, LTD.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
0002101621
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(CUSIP Number)
Mr. Judah Wernick
c/o Patterson Travis, Inc.
One Battery Park Plaza
New York, NY 10004
(212) 837-7300
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 30, 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 [ ].
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.
Page 1 of 9 Pages
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Page 2 of 9 Pages
CUSIP No. 0002101621
1) Name of Reporting Person: Judah Wernick SS or IRS Identification No. of
Above Person:
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ] (b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): PF
5) Check 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 750,000
Shares Power:
Beneficially
Owned by Each
Reporting
Person With
8) Shared Voting N/A
Voting
9) Sole 750,000
Dispositive
Power:
10) Shared
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CUSIP No. 0002101621
Page 3 of 9 Pages
Dispositive
Power: N/A
11) Aggregate Amount Beneficially Owned by the Reporting Person:
750,000 shares of Common Stock.
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11): 1.5%
14) Type of Reporting Person (See Instructions): IN
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CUSIP No. 0002101621
ITEM 1. SECURITY AND ISSUER
This statement relates to shares of Common Stock, $.01 par
value per share, of Consolidated Technology Group, Ltd., a New York
corporation (the "Issuer" or "CTG"), whose executive offices are located at
160 Broadway, New York, NY 10036.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c) Judah Wernick (the "Reporting Person"), an
individual whose business address is c/o Patterson Travis,
Inc., One Battery Park Place, New York, NY 10004, is Vice
President at Patterson Travis, Inc., an NASD member firm
engaged in the securities brokerage and investment banking
business.
(d) The Reporting Person has not, during the last five
years, been convicted in a criminal proceeding
(excluding traffic violations and similar
misdemeanors.)
(e) The Reporting has not, during the last five years,
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, Federal or state
securities laws or finding any violation with
respect to such laws.
(f) The Reporting Person is a citizen of the United
States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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CUSIP No. 0002101621
Page 5 of 9 Pages
The Reporting Person acquired (during the period of September 1996 to
the present) all of his shares of Common Stock of the Issuer for total
consideration of approximately $100,000. The Reporting Person acquired such
shares by using personal funds.
ITEM 4. PURPOSE OF TRANSACTION
On March 30, 1998, Lewis S. Schiller ("Schiller"), Chairman of the
Board, Chief Executive Officer and a member of the Board of Directors (the
"Board") of CTG, together with the remaining members of the Board, Grazyna B.
Wnuk ("Wnuk"), E. Gerald Kay ("Kay") and Norman J. Hoskin ("Hoskin")
(Schiller, Wnuk, Kay and Hoskin, collectively, the "Schiller Group"), entered
into a series of agreements with CTG and its wholly-owned subsidiary, SIS
Capital Corporation. These agreements were arrived at following negotiations
between the Schiller Group and Edward D. Bright ("Bright"),acting both
individually as a shareholder of the Issuer and as a representative of other
shareholders not affiliated with the Issuer including the Reporting Person.
Pursuant to such agreements:
1. The Schiller Group resigned as directors and officers of CTG and
its subsidiaries contemporaneously with the closing of the sale by
International Magnetic Imaging, Inc. and certain of its subsidiaries
(collectively "IMI") of substantially all of their respective assets pursuant
to an asset purchase agreement dated January 28, 1998, between IMI and
Comprehensive Medical Imaging, Inc. (the "IMI Sale"). IMI is a subsidiary of
CTG.
2. In consideration for payments of approximately $4.0 million to
Schiller and Wnuk, CTG shall purchase from Schiller and Wnuk all of their
rights under their respective employment agreements and their stock interest
in IMI. Such payments represent a significant discount from the amounts due
under their respective employment agreements.
3. Schiller shall transfer to CTG 1,190,000 shares of the Company's
common stock which are owned by him.
4. CTG shall transfer to Schiller or his designees for nominal
consideration, certain of its subsidiaries. Such
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CUSIP No. 0002101621
subsidiaries operate at a loss and have, in the aggregate, either a
negative or a zero net worth.
5. Schiller shall enter into a three year consulting agreement with
CTG, for which he shall receive annual compensation of $100,000.
6. CTG, its subsidiaries, and the Schiller Group shall execute mutual
releases and CTG shall provide the Schiller Group with certain indemnification
rights as to certain claims which may arise in the future.
Following the closing of the IMI Sale on April 2, 1998, the Schiller
Group resigned as directors and officers of the Company. Immediately prior to
such resignation, however, in consultation with the Reporting Person, Bright,
Seymour Richter and Donald Chaifetz were elected directors of CTG by the
Schiller Group.
On April 3, 1998, a meeting of the newly constituted Board was held
telephonically, and Seymour Richter was appointed President and acting Chief
Executive Officer.
Other than with respect to the transactions described herein that led
up to the April 3, 1998 meeting of the newly constituted Board, the Reporting
Person does not have any plans to act together with any other shareholder in
any concerted manner regarding the Issuer, and the Reporting Person expressly
disclaims being a member of a "group" with any other shareholder for any
purpose pertaining to the Issuer.
While the Reporting Person has no other plans at present with respect
to the Issuer or the Shares, the Reporting Person plans to review, on the
basis of publicly available information, various possible business strategies
with respect to the Issuer. Such strategies could include, among other things,
the purchase of additional shares, and an attempt to influence changes in the
Issuer's business, corporate structure, marketing strategies, management or
dividend policy.
Other than as specifically set forth herein, the Reporting Person does
not have any arrangements or understandings with respect to any specific
transaction or agreement at this time,
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CUSIP No. 0002101621
Page 7 of 9 Pages
and has not yet determined to pursue any specific plan or proposal in
connection therewith, and there can be no assurance as to whether or when any
such plan or proposal will be pursued. The Reporting Person may also seek to
sell his Shares in the open market or in privately negotiated transactions at
any time and from time to time.
Except as set forth above in the this Item 4, the Reporting Person
has no present plans or proposals that relate to, or would result in, any of
the matters referred to in paragraphs (a) through (j) inclusive of Item 4 of
the Schedule 13D. The Reporting Person may, at any time, and from time to
time, review or reconsider his position with respect to the Issuer, and
formulate plans or proposals with respect to any of such matters.
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CUSIP No. 0002101621
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Person beneficially and of record owns an aggregate
of 750,000 shares (the "Shares"), representing approximately 1.5% of the
outstanding shares of Common Stock of the Issuer (based on 49,910,002 shares
of Common Stock outstanding as of February 10, 1998 as reported by the Issuer
in its Proxy Statement Supplement on Schedule 14A filed on February 11, 1998).
(b) The Reporting Person has the sole power to vote and dispose of
the Shares beneficially owned by him.
(c) The following information sets forth transactions in the shares
of Common Stock during the past 60 days by the Reporting Person. All of such
transactions were effected through the open market.
Number of Shares Price Per
Date Purchased (Sold) Share
- ---- ---------------- ---------
2/9/98 (150,000) $. 235
3/9/98 50,000 $.2025
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise), between the Reporting
Person and any other person with respect to any securities of the Issuer,
including but not limited to transfer or voting of any other securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees or profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not Applicable.
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CUSIP No. 0002101621
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SIGNATURES
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: April 7, 1998
/s/ Judah Wernick
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Judah Wernick
