----------------------------
OMB APPROVAL
----------------------------
----------------------------
OMB Number: 3235-0145
Expires: December 31, 1997
Estimated average burden
Hours per form 14.90
-----------------------------
UNITED STATE
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Greg Manning Auctions, Inc.
---------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
----------------------------------------------------------------------------
(Title of Class of Securities)
563823103
------------------------------------
(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
----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
January 28, 2000
---------------------------------------------
(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).
Page 1 of 8
SEC 1746 (12-91)
<PAGE>
SCHEDULE 13D
CUSIP No. 699004107 Page 2 of 8 Pages
- ----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Leon H. Liebman
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not applicable
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS RE
QUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_|
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- ----------------------------------------------------------------------------
--------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 887,420
--------------------------------------------------------------
--------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
--------------------------------------------------------------
--------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 887,420
--------------------------------------------------------------
--------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------
- ----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
887,420
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.9%
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ----------------------------------------------------------------------------
*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/A dated
September 23, 1999 (the "Schedule 13D/A"), 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.
As of January 31, 2000, the Reporting Person disposed
of 81,300 shares of Common Stock through open market sales.
Reporting Person currently intends to dispose of additional
shares of Common Stock through open market sales.
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/A.
Page 3 of 8
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) As of January 31, 2000, Reporting Person
beneficially owns, an aggregate of 887,420 shares of Common
Stock. The shares of Common Stock beneficially owned by
Reporting Person represent 12.9% of the Common Stock outstanding,
based on a total of 6,873,001 shares of Common Stock outstanding
on January 31, 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 during the past sixty days:
(1) on January 7, 2000, 2,000 shares of Common Stock at
a price of $16.687 per share;
(2) on January 7, 2000, 1,000 shares of Common Stock at
a price of $17.25 per share;
(3) on January 10, 2000, 2,000 shares of Common Stock
at a price of $19.125 per share;
(4) on January 10, 2000, 2,000 shares of Common Stock
at a price of $18.375 per share;
(5) on January 11, 2000, 1,000 shares of Common Stock
at a price of $17.50 per share;
(6) on January 11, 2000, 2,000 shares of Common Stock
at a price of $17.9375 per share;
Page 4 of 8
<PAGE>
(7) on January 12, 2000, 1,000 shares of Common Stock
at a price of $18.0625 per share;
(8) on January 13, 2000, 1,300 shares of Common Stock
at a price of $18.625 per share;
(9) on January 13, 2000, 700 shares of Common Stock at
a price of $19.00 per share;
(10) on January 18, 2000, 23,700 shares of Common Stock
at a price of $22.607 per share;
(11) on January 19, 2000, 1,300 shares of Common Stock
at a price of $22.75 per share;
(12) on January 25, 2000, 2,000 shares of Common Stock
at a price of $18.25 per share;
(13) on January 26, 2000, 1,000 shares of Common Stock
at a price of $19.50 per share;
(14) on January 26, 2000, 1,000 shares of Common Stock
at a price of $19.75 per share;
(15) on January 27, 2000, 10,000 shares of Common Stock
at a price of $20.75 per share;
Page 5 of 8
<PAGE>
(16) on January 27, 2000, 3,300 shares of Common Stock
at a price of $21.125 per share;
(17) on January 27, 2000, 3,000 shares of Common Stock
at a price of $21.25 per share;
(18) on January 28, 2000, 200 shares of Common Stock at
a price of $23.00 per share;
(19) on January 28, 2000, 1,800 shares of Common Stock
at a price of $22.75 per share;
(20) on January 28, 2000, 5,000 shares of Common Stock
at a price of $22.625 per share;
(21) on January 28, 2000, 2,000 shares of Common Stock
at a price of $21.75 per share;
(22) on January 28, 2000, 10,000 shares of Common Stock
at a price of $22.875 per share;
(23) on January 31, 2000, 2,000 shares of Common Stock
at a price of $22.75 per share; and
(24) on January 31, 2000, 2,000 shares of Common Stock
at a price of $22.5625 per share.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Response unchanged.
Page 6 of 8
<PAGE>
Item 7. Material to be Filed as Exhibits.
None.
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: February 7, 2000 LEON H. LIEBMAN
By /s/ Michael A. Varet
Michael A. Varet
Attorney-in-Fact
