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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)(1)
GREG MANNING AUCTIONS, INC.
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(Name of issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of class of securities)
563823103
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(CUSIP number)
BRUCE A. RICH, ESQ.
BECKER, GLYNN, MELAMED & MUFFLY LLP
299 Park Avenue
New York, New York 10171
(212) 888-3033
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(Name, address and telephone number of person
authorized to receive notices and communications)
FEBRUARY 10, 1999
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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.
(Continued on following pages)
(Page 1 of 5 Pages)
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(1) 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 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 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
AFINSA BIENES TANGIBLES S.A.
(No S.S. or I.R.S. Identification No.)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, SC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
SPAIN
NUMBER OF SHARES 7 SOLE VOTING POWER
1,117,624
BENEFICIALLY OWNED
BY 8 SHARED VOTING POWER
-0-
EACH REPORTING
9 SOLE DISPOSITIVE POWER
1,117,624
PERSON WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,117,624
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.5%
14 TYPE OF REPORTING PERSON*
CO
SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 563823103 13D Page 3 of 5
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This amendment amends a statement on Schedule 13D relating to Shares of
the Common Stock of Greg Manning Auctions, Inc. (the "Issuer") filed with the
Securities and Exchange Commission (the "Commission") on August 4, 1997, as
amended by Amendment No. 1, filed with the Commission on August 20, 1997,
Amendment No. 2, filed with the Commission on August 27, 1997, and Amendment No.
3, filed with the Commission on February 16, 1999 (the "Schedule 13D"). This
amendment reports the purchase of 475,624 Shares of Common Stock of the Issuer
("Shares") by AFINSA Bienes Tangibles S.A., a corporation organized under the
laws of Spain ("AFINSA").
Unless otherwise indicated, the information set forth in Schedule 13D
remains unchanged and each capitalized term not defined herein shall have the
meaning assigned to such term in Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
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The source of funds used in making the additional purchase of 475,624
Shares for a purchase price of $5,000,000 was as follows: (a) $250,000 from
working capital of AFINSA and (b) $4,750,000 in the form of a promissory note
from AFINSA to the Issuer. The promissory note is to be repaid in five
installments, with the final installment payable on November 10, 1999. AFINSA
intends to fund each installment from its working capital.
Item 5. Interest in Securities of the Issuer.
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(a) As of February 10, 1999, the aggregate number of Shares
beneficially owned by AFINSA is 1,117,624, representing approximately 17.5% of
the total number of Shares outstanding, based on 5,912,497 Shares represented by
the Issuer as outstanding in its Quarterly Report on Form 10-QSB for the period
ended December 31, 1998, plus 475,624 Shares issued by the Issuer in connection
with the transaction reported hereby.
(b) AFINSA has sole power to vote or direct the vote and to dispose or
direct the disposition of the Shares of the Issuer that are the subject of this
Schedule 13D.
(c) AFINSA purchased 475,624 restricted Shares in a private offering
made by the Issuer to AFINSA, pursuant to an Investment Agreement dated February
10, 1999, between AFINSA and the Issuer. The purchase price of the Shares was
$10.51 per Share and the aggregate purchase price was $5,000,000, to be paid by
AFINSA as follows: (x) $250,000 was paid at the closing in cash and (y)
$4,750,000 was delivered in the form of a promissory note to be paid in full by
November 10, 1999. In connection with the transaction, the Issuer also issued to
AFINSA 126,833 warrants, which are not exercisable in the next sixty days.
Information concerning transactions in respect of Shares effected by
AFINSA since the most recent filing of Schedule 13D is set forth in Schedule B
hereto.
(d) Not applicable.
(e) Not applicable.
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CUSIP No. 563823103 13D Page 4 of 5
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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.
Dated: February 22, 1999
AFINSA BIENES TANGIBLES S.A.
By: /s/ Albertino de Figueiredo
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President and Chairman
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CUSIP No. 563823103 13D Page 5 of 5
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SCHEDULE B
TRANSACTIONS IN COMMON STOCK FROM 10/30/98 THROUGH 2/22/99
Date Quantity Price Transaction Type
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2/10/99 475,624 10.51 Private offering
The purchase of Shares in the Issuer's private offering was effected by AFINSA.
