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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
Michael A. Varet, Esq.
Piper Marbury Rudnick & Wolfe LLP
1251 Avenue of the Americas
New York, New York 10020-1104
(212) 835-6250
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 29, 2000
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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 |_|.
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).
SEC 1746 (12-91)
Page 1 of 8
<PAGE>
SCHEDULE 13D
CUSIP No. 699004107 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Leon H. Liebman
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS RE
QUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
NUMBER OF 379,620
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 379,620
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WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
379,620
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- ----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.86%
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14 TYPE OF REPORTING PERSON
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
Page 2 of 8
<PAGE>
This amends the Statement on Schedule 13D, dated
October 29, 1998, as amended by Amendment Nos. 1 and 2 (the
"Schedule 13D"), previously filed with the Securities and Exchange
Commission by Leon H. Liebman (the "Reporting Person"), with
respect to his beneficial ownership of common stock, $.01 par
value per share, of Greg Manning Auctions, Inc., a Delaware
corporation.
Item 1. Security and Issuer.
This statement relates to the Common Stock, $.01 par
value per share (the "Common Stock") of Greg Manning Auctions,
Inc., a Delaware corporation (the "Company"). The address of the
Company's principal executive office is 775 Passaic Avenue, West
Caldwell, New Jersey 07006.
Item 2. Identity and Background.
Response unchanged.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
Item 4 of Schedule 13D is supplemented as follows:
Since January 31, 2000, the date on which the last
reported sale by Reporting Person occurred, the Reporting Person
has disposed of 107,800 shares of Common Stock through open
market sales. Reporting Person currently intends to dispose of
additional shares of Common Stock through open market sales. In
addition, on March 29, 2000, Reporting Person sold 400,000 shares
Page 3 of 8
<PAGE>
of Common Stock in a negotiated private transaction for an
aggregate consideration of $5,200,000. See Item 6.
Except as set forth in the preceding paragraph,
Reporting Person does not have any present plans or intentions
which relate to or would result in any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
Item 5. Interest in Securities of the Issuer.
(a) As of March 29, 2000, Reporting Person
beneficially owns, an aggregate of 379,620 shares of Common
Stock. The shares of Common Stock beneficially owned by
Reporting Person represent 3.86% of the Common Stock outstanding,
based on a total of 9,844,434 shares of Common Stock outstanding
on March 29, 2000 (as reported in the Company's Form S-3, filed
with the Securities and Exchange Commission on March 16, 2000).
(b) Reporting Person has sole voting and dispositive
power over all shares of Common Stock it holds.
(c) Reporting Person made the following open market
sales of Common Stock since the last transactions reported on
Schedule 13D:
(1) on February 1, 2000, 13,000 shares at a price of
$22.8173 per share;
(2) on February 2, 2000, 5,000 shares at a price of
$24.25 per share;
(3) on February 2, 2000, 5,000 shares at a price of
$24.0625 per share;
(4) on February 2, 2000, 1,200 shares at a price of
$24.6875 per share;
(5) on February 7, 2000, 100 shares at a price of
$22.9375 per share;
Page 4 of 8
<PAGE>
(6) on February 14, 2000, 1,500 shares at a price of
$21.5625 per share;
(7) on February 14, 2000, 7,000 shares at a price of
$23.00 per share;
(8) on February 15, 2000, 7,300 shares at a price of
$21.2586 per share;
(9) on February 16, 2000, 1,900 shares at a price of
$21.125 per share;
(10) on March 1, 2000, 500 shares at a price of $18.625
per share;
(11) on March 2, 2000, 1,500 shares at a price of
$18.375 per share;
(12) on March 2, 2000, 1,000 shares at a price of
$19.00 per share;
(13) on March 8, 2000, 1,000 shares at a price of
$21.00 per share;
(14) on March 10, 2000, 1,000 shares at a price of
$22.125 per share;
(15) on March 14, 2000, 1,000 shares at a price of
$21.75 per share;
(16) on March 15, 2000, 28,200 shares at a price of
$20.6396 per share;
(17) on March 17, 2000, 2,500 shares at a price of
$19.50 per share;
(18) on March 21, 2000, 10,000 shares at a price of
$19.1438 per share;
(19) on March 21, 2000, 5,000 shares at a price of
$19.125 per share;
(20) on March 22, 2000, 11,000 shares at a price of
$19.25 per share; and
(21) on March 24, 2000, 3,100 shares at a price of
$18.75 per share.
(d) Not applicable.
Page 5 of 8
<PAGE>
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Item 6 of Schedule 13D is supplemented as follows:
On March 28, 2000, the Reporting Person entered into a
letter agreement with Greg Manning, Ronda Services Ltd. and
Sherleigh Associates Inc. Profit Sharing Plan (collectively, the
"Purchasers"), pursuant to which the Reporting Person sold 400,000
shares of Common Stock to the Purchasers on that date at a price
of $7.50 per share to Greg Manning, $14.75 per share to
Ronda Services Ltd. and $15.00 per share to Sherleigh Associates
Inc. Profit Sharing Plan. The Purchasers cash purchased the
number of shares of Common Stock set forth below opposite their
respective names for the consideration shown:
Purchaser's Name Number of Shares Consideration
---------------- ---------------- -------------
1. Greg Manning 100,000 $ 750,000
2. Ronda Services Ltd. 200,000 $2,950,000
3. Sherleigh Associates Inc. 100,000 $1,500,000
Profit Sharing Plan
Pursuant to the letter agreement the Reporting Person has
agreed with the Purchasers to limit his sale of shares of Common
Stock through market transactions for a period of one year.
A copy of the letter agreement is attached as Exhibit 7.1.
Item 7. Material to be Filed as Exhibits.
Page 6 of 8
<PAGE>
Exhibit Description
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7.1 Letter Agreement, dated March 29,
2000, between Leon H. Liebman, as
Seller, and Greg Manning, Ronda
Services Ltd. and Sherleigh
Associates Inc. Profit Sharing
Plan, as Purchasers.
Page 7 of 8
<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, complete and correct.
Dated: March 29, 2000 LEON H. LIEBMAN
By /s/ Michael A. Varet
Michael A. Varet
Attorney-in-Fact
Page 8 of 8
Schedule A
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Leon H. Liebman
C/O MICHAEL A. VARET
29th floor
Piper Marbury Rudnick & Wolfe LLP
1251 Avenue of the Americas
New York, New York 10020
March 29, 2000
The Purchasers (as defined below)
c/o Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, New York 10022-3903
Attention: Kenneth A. Adams, Esq.
Stock Purchase Agreement
Gentlemen:
This letter agreement (this "Agreement") is written to
set forth the agreement between the three persons identified on
Schedule A (each a "Purchaser," and collectively, "Purchasers")
and Leon H. Liebman ("Seller"), relating to the sale by Seller to
Purchasers and the purchase by Purchasers from Seller of an
aggregate of 400,000 shares of the Common Stock (par value $0.01
per share) (the "GMAI Common Stock"; those 400,000 shares, the
"Shares") of Greg Manning Auctions, Inc., a New York corporation
("GMAI").
1. Purchase of GMAI Common Stock. Seller hereby
sells to each Purchaser, and each Purchaser hereby purchases from
Seller, the number of shares of GMAI Common Stock set forth
opposite the Purchaser's name on Schedule A. The Purchasers
shall pay $5,200,000 to Seller as the aggregate purchase price
for the Shares (the "Purchase Price").
2. Payment and Delivery. (a) Immediately after the
parties sign this Agreement, Kramer Levin Naftalis & Frankel LLP,
as agent for the Purchasers (the "Agent"), shall wire transfer to
a bank account designated by Seller in writing an amount equal to
the Purchase Price.
(b) Upon his receipt of the Purchase Price,
Seller shall deliver to the Agent a certificate or certificates
representing the Shares which the Purchasers are purchasing
hereunder (together with properly executed stock assignment
powers with all necessary stock transfer taxes paid or provided
for necessary to permit the transfer of the Shares to the
Purchasers).
3. Seller's Representations and Warranties. Seller
represents and warrants to Purchasers as follows:
(a) Seller has all requisite power and authority
to enter into and perform his obligations under this Agreement
and to carry out the transactions contemplated hereby. This
Agreement has been duly executed and delivered by Seller, and
this Agreement is a valid and binding obligation of Seller,
enforceable against him in accordance with its terms, except as
enforceability may be limited by any bankruptcy, insolvency,
moratorium, reorganization or similar laws affecting creditors'
rights generally and by general equitable principles (whether
such enforceability is considered in a proceeding at law or in
equity).
(b) The making, execution, delivery and
performance of this Agreement by Seller will not (i) violate or
conflict with any law, rule, regulation, order, judgment or
decree applicable to Seller or any material license, permit or
other governmental authorization held by Seller, or (ii) violate
or conflict with any material provision, or result in any
material default, acceleration or other breach, of any contract,
license, lease or loan agreement to which Seller is a party.
(c) Seller is not liable for any fee, commission
or other compensation to any agent, broker, investment banker or
other similar person acting on behalf of or under the authority
of Seller in connection with the making, execution, delivery or
performance of this Agreement or the sale of Shares hereunder to
the Purchasers.
(d) Seller is the record and beneficial owner of
and has good and valid title to the Shares, free and clear of any
lien, charge, encumbrance, security interest, option, right or
claim of others. Upon delivery of and payment for the Shares as
provided in this Agreement, Seller will transfer to each
Purchaser good and valid title to the Shares being sold to that
Purchaser hereunder, free and clear of any lien, charge,
encumbrance, security interest, option, right or claim of others,
other than as may be imposed by the certificate of incorporation
or by-laws of GMAI or by applicable securities laws.
(e) (i) Since January 1, 2000, Seller has not
purchased any GMAI Common Stock, (ii) Seller has no net short
position in GMAI Common Stock, and (iii) Seller neither owns or
has obligations under any put, call, option or derivative
security relating to GMAI Common Stock.
(f) Seller is not an affiliate of GMAI and Seller
has owned the Shares since October 29, 1998. For purposes
hereof, "affiliate" shall mean with respect to any specified
party hereto, any person or entity that directly or indirectly,
through one or more intermediaries, controls, is controlled by,
or is under common control with, the specified party. As used in
this definition, the term "control" means the possession,
directly or indirectly, of the power to direct or cause the
direction of the management and policies of a party, whether
through ownership of voting securities, as trustee or executor,
by contract or credit arrangement or otherwise.
(g) During the period ending 365 days from the
date of this Agreement, Seller agrees that he will not sell or
otherwise transfer in any 30-day period more than 40,000 shares
of any unregistered GMAI Common Stock he now owns or subsequently
acquires; provided, however, that this provision shall not apply
in the event of a merger or sale of all or substantially all of
the capital stock of GMAI.
4. Purchaser's Representations and Warranties. Each
Purchaser separately represents and warrants to Seller as to
itself as follows:
(a) If the Purchaser is a corporation, company or
trust, (i) it is duly incorporated or formed, validly existing
and in good standing under the laws of the jurisdiction of its
organization (which is specified in Schedule A), (ii) it has the
full authority to enter into and perform this Agreement, (iii)
this Agreement has been authorized by proper action on behalf of
such Purchaser, and (iv) upon execution and delivery hereof by
such Purchaser, this Agreement will be duly executed and
delivered by such Purchaser, and will represent the valid and
binding obligation of such Purchaser, enforceable against such
Purchaser in accordance with its terms, except as enforceability
may be limited by any bankruptcy, insolvency, moratorium,
reorganization or similar laws affecting creditors' rights
generally and by general equitable principles (whether such
enforceability is considered in a proceeding at law or in equity).
(b) If the Purchaser is an individual, he has all
requisite power and authority to enter into and perform his
obligations under this Agreement and to carry out the
transactions contemplated hereby. This Agreement has been duly
executed and delivered by Purchaser, and this Agreement is a
valid and binding obligation of Purchaser, enforceable against
him in accordance with its terms, except as enforceability may be
limited by any bankruptcy, insolvency, moratorium, reorganization
or similar laws affecting creditors' rights generally and by
general equitable principles (whether such enforceability is
considered in a proceeding at law or in equity).
(c) (i) The Shares being purchased by Purchaser
hereunder are being purchased for his or its sole benefit and
account for investment and not with a view to, or for resale in
connection with, a public offering or distribution, (ii)
Purchaser agrees and acknowledges that such Shares may be sold or
transferred only in compliance with the United States Securities
Act of 1933, as amended (the "Act") and other applicable
securities laws, and GMAI's Certificate of Incorporation and
By-Laws, and (iii) that the certificate or certificates
representing such Shares may be imprinted with a legend
indicating that such stock is not registered under the Act or
such other laws and noting that the transfer thereof is
restricted.
(d) Purchaser is familiar with Rule 501 under the
Act and is an "accredited investor" within the meaning of that
rule.
(e) (i) Purchaser (or its advisors or
representatives) have had access to extensive financial
information concerning GMAI, and Purchaser (or its advisors and
representatives) have such knowledge and experience in financial
and business matters that Purchaser is capable of utilizing the
information so available to it concerning GMAI to evaluate the
risks of an investment in GMAI, and (ii) Purchaser has been
advised that the Shares which he or it is purchasing hereunder
have not been registered under the Act, and that, accordingly,
the Purchaser may not be able to sell or otherwise dispose of
such Shares when he or it may wish to do so.
(f) Except as expressly provided in Section 3,
Seller has made no representation or warranty to Purchaser
with respect to the Shares which he or it is purchasing
hereunder, or GMAI, either orally or in writing.
(g) Purchaser if an individual, or in the case of
a trust the trustee thereof, or in the case of a company the
principal shareholder thereof is not in possession of any
material nonpublic information concerning GMAI, including but not
limited to information relating to GMAI's prospects, potential
business combinations involving GMAI, any potential offer to
acquire GMAI, GMAI's earnings or performance or operating
results, any potential executive hirings by GMAI, acquisitions by
GMAI of other businesses, or any other matter.
(h) Purchaser if an individual, or if a trust
such trust and its trustee and each of its principal
beneficiaries, or if a company its principal beneficial owner(s)
(i) has no net short position in GMAI Common Stock, and (ii)
neither owns nor has obligations under any put, call, option or
other derivative security relating to GMAI Common Stock.
5. Indemnity.
(a) Each Purchaser hereby indemnifies Seller
against any liability in connection with any fee, commission or
other compensation owed by that Purchaser to any agent, broker,
investment banker or other similar person acting on behalf of or
under the authority of that Purchaser in connection with the
making, execution, delivery or performance of this Agreement or
the purchase of the Shares being purchased by that Purchaser from
Seller hereunder.
(b) Seller hereby indemnifies each Purchaser
against any liability in connection with any fee, commission or
other compensation owed by Seller to any agent, broker,
investment banker or other similar person acting on behalf of or
under the authority of Seller in connection with the making,
execution, delivery or performance of this Agreement or the sale
of the Shares being sold by Seller to that Purchaser hereunder.
6. Miscellaneous. This Agreement (a) by election of
the parties, in accordance with section 5-1401 of the New York
General Obligations Law, shall be governed by the laws of the
State of New York applicable to contracts made and to be wholly
performed within that State (without reference to its conflict of
laws rules) and the rights and duties of the parties hereunder
shall be determined in accordance therewith, (b) may be modified,
amended or terminated only in writing signed by the parties to be
bound thereby, (c) expresses the entire agreement of the parties
with respect to its subject matter, and (d) shall be binding upon
and inure to the benefit of the parties and their respective
successors and assigns. In the event of any dispute arising
under this Agreement, each Purchaser and Seller agree that it
shall be resolved exclusively in the Federal or state courts
sitting in New York County, New York, and each Purchaser and
Seller hereby submits to the exclusive jurisdiction of such
courts, and agrees that service of process against him may be
made by mailing by registered mail to his address as shown on the
first page of this Agreement. This Agreement may be executed in
one or more counterparts, each of which shall be deemed to be an
original but all of which together shall constitute one and the
same agreement. This Agreement shall be effective when each of
the parties shall have executed at least one counterpart,
although not all of the parties may have executed the same
counterpart.
If the foregoing correctly sets forth our agreement please
sign and return the enclosed copy of this letter to me, whereupon this
letter will become a binding agreement between Purchasers and Seller.
Very truly yours,
LEON H. LIEBMAN
By_______________________________________
Michael A. Varet, Esq.,
as Attorney-in-Fact for
Leon H. Liebman,
and not individually
<PAGE>
AGREED TO AS OF THE DATE HEREOF:
RONDA SERVICES LTD.
By_________________________________
___________________________________
Its________________________________
________________________________
Greg Manning
SHERLEIGH ASSOCIATES INC. PROFIT SHARING PLAN
By________________________________
Jack Silver
Trustee
<PAGE>
Number of
Purchaser's Name and Shares Being Purchase Price
Address Purchased
Purchaser # 1
- -------------
Ronda Services Ltd., 200,000 $2,950,000
a British Virgin Islands company
P.O. Box 3186
Abbott Building
Main Street
Road Town
Tortola, British Virgin Islands
Purchaser # 2
- ------------- 100,000 $ 750,000
Greg Manning
C/o Greg Manning Auctions Inc.
775 Passaic Avenue
West Caldwell, New Jersey 07006
Purchaser # 3
- ----------------
100,000 $1,500,000
SHERLEIGH ASSOCIATES INC.
PROFIT SHARING PLAN,
a New York trust
Jack Silver, Trustee
920 Fifth Avenue (3B)
New York, New York 10021
TOTAL 400,000 $5,200,000
