UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
-------------------------------
ELECTRONIC RETAILING SYSTEMS INTERNATIONAL, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
285825 10 5
(CUSIP Number)
--------------------------------
Howard Kailes, Esq.
Krugman, Chapnick & Grimshaw
Park 80 West - Plaza Two
Saddle Brook, New Jersey 07663
(201) 845-3434
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
-------------------------------
July 11, 1996
(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: (a) 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.
<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>
<PAGE>
CUSIP NO. 285825 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hanseatic Corporation
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 REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
-----
6 CITIZENSHIP OR PLACE OR ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
969,300 (see footnote 1)
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
969,300 (see footnote 1)
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
969,300 (see footnote 1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
------
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6% (see footnote 2)
14 TYPE OF REPORTING PERSON*
CO
- -----------------
(1) Represents shares held by Hanseatic Americas LDC, a Bahamian
limited duration company in which the sole managing member is
Hansabel Partners, L.L.C., a Delaware limited liability
company in which the sole managing member is Hanseatic
Corporation.
<PAGE>
<PAGE>
CUSIP NO. 285825 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wolfgang Traber
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 REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
-----
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
979,300 (see footnote 1)
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
979,300 (see footnote 1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
979,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
-----
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7% (see footnote 2)
14 TYPE OF REPORTING PERSON*
IN
- ---------------
(1) Represents 10,000 shares held by Catherine Traber, Mr.
Traber's wife, and 969,300 shares beneficially owned by
Hanseatic Corporation; the undersigned holds in excess of a
majority of the shares of capital stock of Hanseatic
Corporation.
<PAGE>
<PAGE>
CUSIP NO. 285825 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul A. Biddelman
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 REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
-----
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
31,000
8 SHARED VOTING POWER
969,300 (see footnote 1)
9 SOLE DISPOSITIVE POWER
31,000
10 SHARED DISPOSITIVE POWER
969,300 (see footnote 1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
see footnote 2
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
14 TYPE OF REPORTING PERSON*
IN
- ---------------
(1) Represents shares beneficially owned by Hanseatic Corporation;
the undersigned is treasurer of Hanseatic Corporation and is
a member of the board of directors of the issuer.
(2) Excludes 4,000 shares issuable within 60 days upon exercise of
options granted by the issuer subject to stockholder approval.
<PAGE>
<PAGE>
INTRODUCTORY STATEMENT
Pursuant to Reg. Section 240.13d-2, this Amendment No. 2 to
Schedule 13D discloses changes in the Statement on Schedule 13D
dated July 24, 1995, as amended by Amendment No. 1 thereto dated
February 26, 1996 (together, the "Amended Statement on Schedule
13D"), filed jointly by Hanseatic Corporation ("Hanseatic"),
Wolfgang Traber ("Traber") and Paul A. Biddelman ("Biddelman"); and
pursuant to Reg. Section 232.101(a)(2)(ii), this Amendment No. 2
restates in its entirety the text of the Amended Statement on
Schedule 13D previously filed in paper format. No person or entity
responding hereunder shall be responsible for the completeness or
accuracy of any information contained herein with respect to any
other person or entity.
Item 1. Security and Issuer
-------------------
This statement relates to shares of the common stock, $.01 par
value, of Electronic Retailing Systems International, Inc., a
Delaware corporation (the "Corporation"). The principal executive
offices of the Corporation are located at 372 Danbury Road, Wilton,
Connecticut 06807.
Item 2. Identity and Background
-----------------------
This statement is filed jointly, pursuant to Rule 13d-1(f)(1),
by: (i) Hanseatic, (ii) Traber, who holds in excess of a majority
of the shares of capital stock of Hanseatic, and (iii) Biddelman,
Treasurer of Hanseatic and a director of the Corporation.
Hanseatic, whose principal business is investing, has its principal
business and offices at 450 Park Avenue, Suite 2302, New York, New
York 10022. The names, citizenship,business or residence address
and principal occupation of Traber, Biddelman and of each other
executive officer and director of Hanseatic is set forth in Annex
1 attached hereto, which information is incorporated herein by
reference. No person or entity responding hereunder shall be
responsible for the completeness or accuracy of any information
contained herein with respect to any other person or entity.
During the last five years, neither Hanseatic, Traber nor
Biddelman, nor to the best of the knowledge of Hanseatic, any
executive officer or director of Hanseatic identified in Annex 1,
has (a) been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) or (b) been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction, and as a result of which it or he was or is subject
to a judgment, decree or final order enjoining future violation of,
or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violations with respect to such
laws.
Item 3. Source and Amount of Funds
or Other Consideration
--------------------------
As more fully described under Items 4, 5(c) and 6 herein, on
July 11, 1996 all of the 31,572 shares (the "Preferred Shares") of
<PAGE>
Series A Cumulative, Convertible Preferred Stock, $1.00 par value
(the "Preferred Stock"), of the Corporation beneficially owned by
Hanseatic were converted into an aggregate of 789,300 shares (the
"Conversion Shares") of Common Stock.
Item 4. Purpose of Transaction
----------------------
In connection with completion by the Corporation of (i) the
offshore public offering (the "Regulation S Offering"), in
accordance with Regulation S under the Securities Act of 1933, as
amended, of shares of Common Stock, as a result of which the
Corporation received gross proceeds of approximately $11.2 million,
and (ii) the contemporaneous private placement (the "Private
Placement") of shares of Common Stock to subscribers, including
certain members of the Corporation's Board of Directors and their
affiliates, as a result of which the Corporation received gross
proceeds of approximately $2.1 million, holders of all outstanding
shares of Preferred Stock converted their shares into the number of
shares of Common Stock into which such shares of Preferred Stock
were convertible in accordance with their terms. Accordingly, on
July 11, 1996 the Preferred Shares, each valued at $100, were
converted into the Conversion Shares at the conversion price of
$4.00 per share pursuant to the conversion agreement (the
"Conversion Agreement") hereinafter described.
Biddelman, an officer of Hanseatic, is a member of the board
of directors of the Corporation. Subject to the foregoing, the
undersigned have acquired all securities of the Corporation which
they presently own, respectively, as an investment in the
performance of the Corporation, seeking appreciation thereof
through the efforts of current management of the Corporation. The
undersigned intend to continue to review their investment in the
Corporation and to discuss with management the Corporation's
strategies, goals and operations, and the undersigned may in the
future change their present course of action with a view towards
otherwise influencing the strategic goals and operations of the
Corporation, and the undersigned may acquire additional shares of
Common Stock. On the other hand, the undersigned may determine to
dispose of all or a portion of the Common Stock which they now own
or may hereafter acquire. In reaching any conclusions as to the
foregoing, the undersigned will take into account various factors,
including the Corporation's business and prospects, general
economic conditions and money and stock market conditions.
Pursuant to Rule 13d-4, any statements by Traber herein shall
not be construed as an admission that Traber is, for purposes of
Section 13(d) of 13(g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), the beneficial owner of any
securities of the Corporation held by Hanseatic. Traber does not
intend to exercise any power to vote or to direct the vote, or to
dispose or to direct the disposition of any such securities of the
Corporation that he may be deemed beneficially to own except as
determined by management of Hanseatic.
<PAGE>
<PAGE>
Except as stated in response to this Item 4, none of
Hanseatic, Traber nor Biddelman have any plans or proposals which
relate to or would result in any other action specified in clauses
(a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) As of July 30, 1996, Hanseatic beneficially owned, for
purposes of Rule 13d-3 under the Exchange Act, 969,300 shares of
Common Stock, constituting, to the best of the knowledge of
Hanseatic, 4.6% of the issued and outstanding shares of Common
Stock. Such shares represent shares held by Hanseatic Americas
LDC, a Bahamian limited duration company in which the sole managing
member is Hansabel Partners L.L.C., a Delaware limited liability
company in which the sole managing member is Hanseatic.
Traber holds in excess of a majority of the shares of capital
stock of Hanseatic and, accordingly, may be deemed beneficially to
own the securities of the Corporation held by Hanseatic in
addition, as of such date, to 10,000 shares of Common Stock, in the
aggregate constituting, to the best of the knowledge of Traber,
4.7% of the issued and outstanding shares of Common Stock.
Biddelman is the Treasurer of Hanseatic and a member of the
Board of Directors of the Corporation, and, accordingly, may be
deemed beneficially to own the securities of the Corporation held
by Hanseatic in addition, as of such date, to 31,000 shares of
Common Stock, in the aggregate constituting, to the best of the
knowledge of Biddelman, 4.8% of the issued and outstanding shares
of Common Stock. Such shares exclude 4,000 shares of Common Stock
issuable within 60 days upon exercise of options granted by the
Corporation subject to stockholder approval.
As disclosed by such persons to Hanseatic, none of the other
executive officers or directors of Hanseatic set forth on Annex 1
beneficially owns any shares of the Common Stock.
(b) All of the shares stated above as beneficially owned by
Hanseatic are held by Hanseatic with sole power to vote or to
direct the vote thereof, and with sole power to dispose or to
direct the disposition thereof.
Of the shares of Common Stock beneficially owned by Traber,
969,300 shares are held with shared power to vote or to direct the
vote thereof, and with shared power to dispose or to direct the
disposition thereof, with Hanseatic, and 10,000 shares are held
with shared power to vote or to direct the vote thereof, and with
shared power to dispose or to direct the disposition thereof, with
Catherine Traber, his wife, a United Stated citizen resident at
1165 Park Avenue, New York, New York 10128. During the last five
years, Mrs. Traber has not been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors) nor been
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction, and as a result of which she was or is
subject to a judgment, decree or final order enjoining future
<PAGE>
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violations with
respect to such laws.
Of the shares of Common Stock beneficially owned by Biddelman,
31,000 shares are held with sole power to vote or to direct the
vote thereof, and with sole power to dispose or to direct the
disposition thereof, and 969,300 shares are held with shared power
to vote or to direct the vote thereof, and shared power to dispose
or to direct the disposition thereof, with Hanseatic.
(c) On July 11, 1996, the Preferred Shares were converted
into the Conversion Shares pursuant to the Conversion Agreement.
(d) Not applicable.
(e) On July 11, 1996, upon consummation of the Regulation S
Offering, the Private Placement and the conversion of all
outstanding shares of Preferred Stock, the undersigned ceased to be
the beneficial owner of more than five percent of the outstanding
Common Stock.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
------------------------------------------------------
On July 11, 1995, upon completion of the Regulation S Offering
and the Private Placement, the Preferred Shares were converted into
the Conversion Shares pursuant to a conversion agreement dated July
2, 1996 entered into between the Corporation and Hanseatic Americas
LDC. Pursuant to the Conversion Agreement, the amount of $59,157
was paid by the Corporation in connection with such conversion.
Hanseatic is entitled to certain demand and incidental
registration rights covering the Conversion Shares, pursuant to a
Registration Rights Agreement dated July 24, 1995 extended by the
Corporation. Such demand registration rights obligate the
Corporation to register such shares, on two occasions, provided
that the holders of at least 500,000 shares notify the Corporation
that they intend to offer for sale in the aggregate at least
100,000 shares of Common Stock.
Under a Reorganization Agreement dated March 12, 1993 entered
into by the Corporation with the limited partners of ERS Associates
Limited Partnership (among other matters providing for the
termination of the partnership agreement thereof), the Corporation
agreed that, in the event any party offers to acquire a controlling
interest in the Corporation, the Corporation would use its best
efforts to ensure that any such offer is extended to cover the
entire interest in the Corporation, at the same terms per share, of
all such former limited partners. Such arrangement extends to an
aggregate of 180,000 shares (the "Private Placement Shares") of
Common Stock beneficially owned by Hanseatic.
<PAGE>
Pursuant to a Registration Rights Agreement dated March 12,
1993, the Private Placement Shares may also be covered by certain
demand and incidental registration rights extended by the
Corporation to all such former limited partners. Such demand
registration rights obligate the Corporation to register such
shares, on one occasion, provided that the holders of 473,750
shares notify the Corporation that they intend to offer for sale in
the aggregate at least such number of shares.
Except as stated in response to this Item 6, none of
Hanseatic, Traber nor Biddelman, nor, to the best of the knowledge
of Hanseatic, any of the executive officers or directors listed on
Annex 1, is a party to any contract, arrangement, understanding or
relationship (legal or otherwise) with any person with respect to
any securities of the Corporation, including, but not limited to,
the transfer or voting of any such securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guaranties or
profits, divisions of profit or loss, or the giving or withholding
of proxies.
Item 7. Materials to be Filed as Exhibits.
Exhibit A - Agreement pursuant to Rule 13d-1(f)(iii)
Exhibit B - Subscription Agreement dated July 24, 1995*
Exhibit C - Registration Rights Agreement dated July 24, 1995*
Exhibit D - Reorganization Agreement dated March 12, 1993*
Exhibit E - Registration Rights Agreement dated March 12, 1993*
Exhibit F - Conversion Agreement dated July 2, 1996
_________________
* Previously filed in paper format.<PAGE>
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of our respective
knowledge and belief, we certify that the information set forth in
this statement is true, complete and correct.
Dated: July 30, 1996 HANSEATIC CORPORATION
By s/Paul A. Biddelman
----------------------------
Paul A. Biddelman
Dated: July 30, 1996
s/Wolfgang Traber
-----------------------------
Wolfgang Traber
Dated: July 30, 1996
s/Paul A. Biddelman
-----------------------------
Paul A. Biddelman
<PAGE>
<PAGE>
Annex 1
<TABLE>
<CAPTION>
Principal
Name and Occupation,
Business or Relationship Employer and
Residence to Hanseatic Address of
Address Citizenship Corporation Employer
- ----------- ----------- ------------ ------------
<S> <C> <C> <C>
Fernando Montero Peru President and President
Grand Bay Plaza Director Hanseatic Corporation
2665 S. Bayshore Drive Grand Bay Plaza
Suite 1101 2665 S. Bayshore Drive
Coconut Grove, FL 33133 Suite 1101
Coconut Grove, FL
33133
Gustav zu Germany Director Director
Salm-Horstmar Bank von Ernst
Bank von Ernst & Co., Ltd.
& Co., Ltd. 86 Jermyn Street
86 Jermyn Street London SW 1
London SW 1
Karl-Erbo Kageneck Germany Director Attorney
King & Spalding King & Spalding
120 West 45th Street 120 West 45th Street
New York, NY 10036 New York, NY 10036
Paul A. Biddelman United States Treasurer Treasurer
Hanseatic Corporation Hanseatic Corporation
450 Park Avenue 450 Park Avenue
Suite 2302 Suite 2302
New York, NY 10022 New York, NY 10022
Benjamin Schliemann Germany Vice President Vice President
Hanseatic Corporation Hanseatic Corporation
450 Park Avenue 450 Park Avenue
Suite 2302 Suite 2302
New York, NY 10022 New York, NY 10022
Wolfgang Traber Germany Principal Private Investor
Hanseatic Corporation Stockholder Hanseatic Corporation
450 Park Avenue 450 Park Avenue
Suite 2302 Suite 2302
New York, NY 10022 New York, NY 10022
/TABLE
<PAGE>
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit A - Agreement pursuant to Rule 13d-1(f)(1)(iii)
Exhibit B - Subscription Agreement dated July 24, 1995*
Exhibit C - Registration Rights Agreement dated July 24, 1995*
Exhibit D - Reorganization Agreement dated March 12, 1993*
Exhibit E - Registration Rights Agreement dated March 12, 1993*
Exhibit F - Conversion Agreement dated July 2, 1996
_________________
* Previously filed in paper format.
EXHIBIT A
Pursuant to Rule 13d-l(f)(l)(iii) promulgated by the
Securities and Exchange Commission, the undersigned agree that the
statement to which this Exhibit is attached is filed on their
behalf and in the capacities set out hereinbelow.
Dated: July 30, 1996 HANSEATIC CORPORATION
By s/Paul A. Biddelman
----------------------------
Paul A. Biddelman
Dated: July 30, 1996
s/Wolfgang Traber
-----------------------------
Wolfgang Traber
Dated: July 30, 1996
s/Paul A. Biddelman
-----------------------------
Paul A. Biddelman
EXHIBIT F
CONVERSION AGREEMENT
July 2, 1996
Electronic Retailing Systems
International, Inc.
362 Danbury Road
Wilton, Connecticut 06897
Dear Sirs:
You have described to the undersigned the proposals by
Electronic Retailing Systems International, Inc., a Delaware
corporation (the "Company"): (i) to place shares of its common
stock, $.01 par value (the "Common Stock"), through Henderson
Crosthwaite Institutional Brokers Limited, in an offshore
transaction (the "Regulation S Offering") exempt from the
registration requirements of the Securities Act of 1933, and (ii)
contemporaneously with the consummation of the Regulation S
Offering, to sell, in a private transaction (the "Private
Placement") to subscribers including certain directors of the
Company or their affiliates, additional shares of Common Stock. The
undersigned is advised that, at a meeting thereof duly held on June
13, 1996, the Board of Directors of the Company authorized an
aggregate of up to 8,500,000 shares of Common Stock for issuance in
the Regulation S Offering and the Private Placement.
This letter shall evidence the agreement of the undersigned,
as the holder of the number of shares of the Company's Series A
Cumulative Convertible Preferred Stock, $1.00 par value (the
"Preferred Stock"), set forth below under the name of the
undersigned, to convert all shares of Preferred Stock in accordance
with their terms, to shares of Common Stock, in consideration of a
payment to the undersigned of the amount set forth below under its
name. Such conversion and such payment shall be effective
contemporaneously with the consummation of the Regulation S
Offering and the Private Placement (including the issuance of the
shares of Common Stock in such transactions and the delivery of
payment therefor to the Company).
In furtherance thereof, the undersigned shall surrender all
shares of Preferred Stock held by it to the Company, at its address
set forth above, no later than the close of business on July 8,
1996. This letter shall constitute the notice of conversion
(subject to the conditions set forth herein) contemplated by
Paragraph (J)(ii) of the certificate of designation establishing
the Preferred Stock, whereby the undersigned instructs the Company
to issue all shares of Common Stock issuable upon conversion of the
undersigned's Preferred Stock in the name of the undersigned, at
the address of the undersigned set forth in the records of the
Company.
<PAGE>
The agreements set forth herein shall operate through July 31,
1996, at which time, in the event the Regulation S Offering and the
Private Placement shall not theretofore have occurred, it shall
have no further effect, and all share certificates delivered by the
undersigned to the Company shall forthwith be returned to the
undersigned.
Your execution of the enclosed counterpart of this letter in
the space below provided shall evidence your receipt and acceptance
hereof and agreement to be bound hereby.
Very truly yours,
DELTEC ASSET MANAGEMENT CORPORATION,
as Custodian for HANSEATIC AMERICAS
LDC
By s/John Cento
-------------------------------
No. Shares Preferred Stock: 31,572
------
Payment: $59,197
-------
ACCEPTED AND AGREED:
ELECTRONIC RETAILING SYSTEMS
INTERNATIONAL, INC.
By: s/William B. Fischer
------------------------------
