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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. _____)*
U.S. Wireless Data, Inc.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
912 899 101
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(CUSIP Number)
Peter J. Solomon Securities Company Limited
767 Fifth Avenue
New York, New York 10153
Attention: Marc Cooper, Managing Director
Telephone: (212) 508-1600
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 7, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. / /
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) 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).
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CUSIP NO. 912 899 101 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Peter J. Solomon Company Limited
13-3527440
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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
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
2,327,750 shares(1) of Common Stock all of which
SHARES represent shares underlying warrants and
convertible securities.
BENEFICIALLY ------------ ------------------------------------------------
8 SHARED VOTING POWER
OWNED BY None
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EACH REPORTING 9 SOLE DISPOSITIVE POWER
2,327,750 shares(1) of Common Stock all of which
PERSON WITH represent shares underlying warrants and
convertible securities
------------ ------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,327,750 shares(1) of Common Stock all of which represent shares
underlying warrants and convertible securities.
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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)
As of the date of the filing of this report, the 2,327,750
shares of Common Stock constituted beneficial ownership of
6.7% of the Common Stock of the Issuer (based upon the number of
outstanding shares set forth in the Issue's Definitive Proxy
Statement on Schedule 14A filed on August 8, 2000).
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14 TYPE OF REPORTING PERSON
CO
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CUSIP NO. 912 899 101 SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Peter J. Solomon Securities Company Limited
13-3591990
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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
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF 7 SOLE VOTING POWER
2,327,750 shares of Common Stock all of which
SHARES represent shares underlying warrants and
convertible securities.
BENEFICIALLY ------------ ------------------------------------------------
8 SHARED VOTING POWER
OWNED BY None
------------ ------------------------------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER
2,327,750 shares of Common Stock all of which
PERSON WITH represent shares underlying warrants and
convertible securities
------------ ------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,327,750 shares of Common Stock all of which represent shares
underlying warrants and convertible securities.
------------- ------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
------------- ------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
As of the date of the filing of this report, the 2,327,750
shares of Common Stock constituted beneficial ownership of
6.7% of the Common Stock of the Issuer (based upon the number of
outstanding shares set forth in the Issuer's Definitive Proxy
Statement on Schedule 14A filed on August 8, 2000).
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14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
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CUSIP NO. 912 899 101 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Peter J. Solomon
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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
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
2,327,750(2) shares of Common Stock all of which
SHARES represent shares underlying warrants and
convertible securities.
BENEFICIALLY ------------ ------------------------------------------------
8 SHARED VOTING POWER
OWNED BY None
------------ ------------------------------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 2,327,750(2) shares of Common Stock all of which
represent shares underlying warrants and
convertible securities
------------ ------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
================================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,327,750(2) shares of Common Stock all of which represent shares
underlying warrants and convertible securities.
------------- ------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
------------- ------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
As of the date of the filing of this report, the 2,327,750
shares of Common Stock constituted beneficial ownership of
6.7% of the Common Stock of the Issuer (based upon the number of
outstanding shares set forth in the Issuer's Definitive Proxy
Statement on Schedule 14A filed on August 8, 2000).
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14 TYPE OF REPORTING PERSON
IN
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Item 1. Security and Issuer
-------------------
This statement on Schedule 13D relates to the common stock, without par
value (the "Common Stock"), of U.S. Wireless Data, Inc., a Colorado corporation
(the "Company"). The principal executive offices of the Company are located at
750 Lexington Avenue, New York, New York 10022.
Item 2. Identity and Background
-----------------------
This statement is being filed by (i) Peter J. Solomon Company Limited,
a Delaware corporation (the "Parent"), with its principal executive office
located at 767 Fifth Avenue, New York, New York 10153, (ii) Peter J. Solomon
Securities Company Limited ("Sub"), a New York corporation with its principal
executive office located at 767 Fifth Avenue, New York, New York 10153, and
Peter J. Solomon, a United States citizen, with his business address at 767
Fifth Avenue, New York, New York 10153. Parent, Sub and Peter J. Solomon are
referred to collectively as the "Reporting Persons."
Sub is a company 100% owned by Parent. Sub is the principal subsidiary
of Parent and conducts a substantial portion of the activities of Parent.
Peter J. Solomon is the Chairman and sole executive officer, sole
director and chairman of both the Sub and Parent.
During the last five years, none of the Reporting Persons, have (i)
been convicted in any criminal proceeding or (ii) been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which they were subject to any 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.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
Pursuant to an engagement letter relating to financing transactions
entered into by the Company, the Company issued to Sub, in a private placement
which closed on May 31, 2000 (the "Private Placement"), warrants (the "Unit
Warrants") to purchase 27.933 units at $100,000 per unit and paid Sub a fee of
$400,000. The Unit Warrants are exercisable for 27.933 units, consisting of
shares of Common Stock and warrants, expiring on March 18, 2007, and exercisable
at $1.50 per share, to purchase 465,550 shares of Common Stock. Upon exercise of
the Unit Warrants and the exercise of the warrants underlying the Unit Warrant,
Sub will be issued 2,327,750 shares of Common Stock. On September 7, 2000, the
Unit Warrants and underlying warrants referred to above, became exercisable as a
result of the approval by the Company's stockholders of an amendment to the
Company's charter increasing the authorized Common Stock.
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Item 4. Purpose of Transaction
----------------------
Sub acquired the units for investment purposes only as compensation in
connection with a financing.
Sub does not have any plan or proposal which relates to, or would
result in, any of the matters referred to in paragraphs (a) through (j) of Item
4 of the General Instructions for Schedule 13D.
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) Based upon the number of outstanding shares of Common Stock set
forth in the Issuer's Definitive Proxy Statement on Schedule 14A filed
on August 8, 2000, Sub's beneficial ownership of 2,327,750 shares of
Common Stock constitutes beneficial ownership of 6.7% of the total
number of shares of outstanding Common Stock of the Issuer. The
Parent, in its capacity as sole shareholder of Sub, may be deemed to
own beneficially the 2,327,750 shares of Common Stock. Additionally,
Peter J. Solomon, in his capacity as Chairman and sole executive
officer and sole director of both the Parent and Sub, may be deemed to
own beneficially the 2,327,750 shares of Common Stock. Parent and
Peter J. Solomon disclaim beneficial ownership of any shares of the
Issuer reported herein, except with respect to their respective
pecuniary interests in Sub.
(b) Sub has the sole power to vote or to direct the vote of, and sole power
to dispose or direct the disposition of, the 2,327,750 shares of Common
Stock.
(c) During the past sixty days, Sub has not effected any transactions in
shares of Common Stock.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
---------------------------
Pursuant to an engagement letter relating to financing transactions
entered into by the Company, the Company paid Sub a $400,000 fee in addition to
the above-referenced units pursuant to the Private Placement.
Item 7. Material to be Filed as Exhibits
--------------------------------
(i) Form of Peter J. Solomon Securities Company Limited warrant
(incorporated by reference from the Company's report on Form 8K/A filed on April
24, 2000).
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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.
Date: September 15, 2000
Peter J. Solomon Company Limited
By: __________________________
Name: Peter J. Solomon
Title: Chairman
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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.
Date: September 15, 2000
Peter J. Solomon Securities Company Limited
By: __________________________
Name: Peter J. Solomon
Title: Chairman
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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.
Date: September 15, 2000
--------------------------
Peter J. Solomon
