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OMB APPROVAL
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UNITED STATES OMB Number: 3235-0145
SECURITIES AND EXCHANGE COMMISSION Expires: October 31, 1997
WASHINGTON, D.C. 20549 Estimated average burden
hours per response....14.90
SCHEDULE 13D --------------------------------
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*(1)
(RULE 13d-101)
UNAPIX ENTERTAINMENT, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
904270105
--------------------------------------------------------
(CUSIP Number)
David J. Schwartz, Esq., c/o Anderson Kill & Olick, P.C.
1251 Avenue of the Americas, New York, New York 10020 (212) 278-1000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 20, 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 [ ].
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 13 pages)
*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).
--------
1. This Amendment No. 1 to the statement on Schedule 13D filed on
November 1, 1996 (the "Original Statement"), incorporates all
information relevant to reportable events effected by the Reporting
Persons, who may be deemed a group for purposes of Section 13(d) (the
"Group"), with respect to the referenced class of securities, up to
and including June 5, 1997. As reflected in Amendment No. 2 to the
Original Statement, which is being filed contemporaneously with this
Amendment No. 1, as of June 6, 1997, one member of the Group, Andrew M.
Brown, ceased to be associated with the Group.
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SCHEDULE 13D
- --------------------------- --------------------------------
CUSIP NO. 904270105 PAGE 2 OF 13 PAGES
- --------------------------- --------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ernest P. Werlin
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
Not Applicable
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 111,656
SHARES ---------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,348,235(1)
REPORTING ---------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
111,656
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,348,235(1)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
111,656
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.93
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
--------
1. Ernest P. Werlin disclaims beneficial ownership of all shares and/or
Units owned by other persons.
<PAGE>
<PAGE>
SCHEDULE 13D
- --------------------------- --------------------------------
CUSIP NO. 904270105 PAGE 3 OF 13 PAGES
- --------------------------- --------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Andrew M. Brown
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
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) [ ]
Not Applicable
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF --
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,348,235(1)
REPORTING -----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH --
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,348,235(1)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
--
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
--
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
--------
1. Andrew M. Brown disclaims beneficial ownership of all shares and/or
Units owned by other persons. As of June 6, 1997, Andrew M. Brown
ceased to be a member of the group which is making this filing.
<PAGE>
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SCHEDULE 13D
- --------------------------- --------------------------------
CUSIP NO. 904270105 PAGE 4 OF 13 PAGES
- --------------------------- --------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter J. Powers
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
Not Applicable
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 10,000
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 981,512(1)
REPORTING ---------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
10,000
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
981,512(1)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.17
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
--------
1. Peter J. Powers disclaims beneficial ownership of all shares and/or
Units owned by other persons.
<PAGE>
<PAGE>
SCHEDULE 13D
- --------------------------- --------------------------------
CUSIP NO. 904270105 PAGE 5 OF 13 PAGES
- --------------------------- --------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The High View Fund, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
Not Applicable
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 981,512
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH --
REPORTING -----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
981,512
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
--
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
981,512
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
SCHEDULE 13D
- --------------------------- --------------------------------
CUSIP NO. 904270105 PAGE 6 OF 13 PAGES
- --------------------------- --------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
High View Capital Corporation
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
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) [ ]
Not Applicable
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF --
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 981,512(1)
REPORTING -----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
--
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
981,512(1)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
--
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
--
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
-----------
1. High View Capital Corporation disclaims beneficial ownership of
all shares and/or Units owned by other persons.
<PAGE>
<PAGE>
SCHEDULE 13D
- --------------------------- --------------------------------
CUSIP NO. 904270105 PAGE 7 OF 13 PAGES
- --------------------------- --------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The High View Fund
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
Not Applicable
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Cayman Islands
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 366,723
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH --
REPORTING ----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
366,723
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
--
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
366,723
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
SCHEDULE 13D
- --------------------------- --------------------------------
CUSIP NO. 904270105 PAGE 8 OF 13 PAGES
- --------------------------- --------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
High View Asset Management Corporation
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
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) [ ]
Not Applicable
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF --
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 366,723(1)
REPORTING ----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
--
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
366,723(1)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
--
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
--
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
---------------
1. High View Asset Management Corporation disclaims beneficial
ownership of all shares and/or Units owned by other persons.
<PAGE>
<PAGE>
Page 9 of 13 Pages
UNAPIX ENTERTAINMENT, INC.
(CUSIP NO. 904270105)
ITEM 1. SECURITY AND ISSUER.
This statement relates to (a) common stock, $.01 par value per
share ("Common Stock") issued by Unapix Entertainment, Inc. (the "Issuer" or
the "Company") and (b) units (the "Units") issued by the Company, each of which
consists of (i) one 10% convertible subordinated note in the principal amount of
$250,000 which is convertible into shares of Common Stock at a price of $4.50
per share and (ii) warrants to purchase up to 25,000 shares of Common Stock at
an exercise price of $6.00 per share. The address of the principal executive
offices of the Issuer is 200 Madison Avenue, Floor 24, New York, New York 10016.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (f)
This statement is being filed on behalf of a group consisting
of the following seven reporting persons (each, a "Reporting Person" and,
collectively, the "Reporting Persons"):
(I) This statement is being filed on behalf of The High View Fund,
L.P., a Delaware limited partnership (the "Delaware Fund"). The Delaware Fund's
principal business is to make and hold investments. The business address for the
Delaware Fund is c/o High View Capital Corporation, 805 Third Avenue, Floor 17,
New York, New York 10022.
(II) This statement also is being filed on behalf of High View
Capital Corporation ("HVCC"), a Delaware corporation. HVCC's principal business
is to act as general partner to the Delaware Fund and to provide investment
advisory services to other clients. The business address for HVCC is 805 Third
Avenue, Floor 17, New York, New York 10022.
The sole stockholder of voting stock of HVCC is Ernest P.
Werlin. Mr. Werlin is a director, the President and Treasurer of HVCC. As of the
date of the event which requires the filing of this statement, Peter J. Powers
was a director and the Senior Vice President of HVCC. As of the date of the
event which requires the filing of this statement, Andrew M. Brown was the
Secretary of HVCC. As of June 6, 1997, Mr. Brown ceased to be associated with
HVCC.
(III) This statement also is being filed on behalf of The High View
Fund, a Cayman Islands company (the "Cayman Fund"). The Cayman Fund is listed on
the Irish Stock Exchange and its principal business is to make and hold
investments. The Cayman Fund's directors are Rhonda D. McDeigan-Eldridge and
Cedric L. Carroll. Ms. McDeigan-Eldridge and Mr. Carroll are citizens of the
Commonwealth of The Bahamas, their principal business is to act as investment
fund administrators and their business address is c/o Mees Pierson Fund Services
(Bahamas) Limited, Windermere House, 404 East Bay Street, P.O. Box SS-6238,
Nassau, The Bahamas.
(IV) This statement also is being filed on behalf of High View Asset
Management Corporation, a Delaware corporation ("HVAM"). HVAM's principal
business is to act as investment manager to the Cayman Fund and its business
address is 805 Third Avenue, Floor 17, New York, New York 10022.
The sole stockholder of voting stock and the sole director of
HVAM is Mr. Werlin. Mr. Werlin is also the President of HVAM. As of the
date of the event which requires the filing of this statement, Andrew M. Brown
was the Treasurer, Secretary and Vice President of HVAM. As of June 6, 1997,
Mr. Brown ceased to be associated with HVAM.
(V) This statement also is being filed on behalf of Mr. Werlin. Mr.
Werlin's present principal occupation is as a director, President and Treasurer
of HVCC and as the director and President of HVAM. Mr. Werlin is a
United States citizen whose business address is c/o HVCC, 805 Third Avenue,
Floor 17, New York, New York 10022.
(VI) This statement also is being filed on behalf of Mr. Brown. As
of the date of the event which requires the filing of this statement, Mr.
Brown's principal occupation was as Secretary of HVCC and as Treasurer,
Secretary and Vice President of HVAM. Mr. Brown is a United States citizen whose
business address as of the date of the event requiring the filing of this
statement was c/o HVCC, 805 Third Avenue, Floor 17, New York, New York 10022.
As of June 6, 1997, Mr. Brown ceased to be associated with both HVCC and HVAM.
(VII) This statement also is being filed on behalf of Mr. Powers. As
of the date of the event which requires the filing of this statement, Mr.
Powers's principal occupation was as a director and the Senior Vice President of
HVCC. Mr. Powers is a United States citizen whose business address is c/o HVCC,
805 Third Avenue, Floor 17, New York, New York 10022.
<PAGE>
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Page 10 of 13 Pages
No Reporting Person has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). Further, no Reporting Person has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction, nor
has any Reporting Person been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or maintaining activities subject
to, Federal or State securities laws or finding any violation with respect to
such laws.
Each of the Delaware Fund, the Cayman Fund, and Mr. Werlin is
making this filing because each of them has acquired (a) shares of Common Stock
and (b) the Units, which could be converted into and/or used to purchase shares
of Common Stock for which each has sole voting power. In addition, because of
the relationships described above, Mr. Werlin could be deemed to have beneficial
ownership for purposes of Section 13(d) of the Securities Exchange Act of 1934
(the "Act") of (a) the shares of Common Stock and (b) the Units which could be
converted into and/or used to purchase shares of Common Stock and which are held
by each of the Delaware Fund and the Cayman Fund. Mr. Werlin disclaims
beneficial ownership of all shares of Common Stock held by other persons, all
Units held by other persons and all shares of Common Stock which such Units
could be converted into and/or used to purchase.
Mr. Brown is making this filing because, as of the date of the
event requiring the filing of this statement, due to the relationships between
Mr. Brown and each of the Delaware Fund and the Cayman Fund, as described above,
Mr. Brown could be deemed to have beneficial ownership for purposes of Section
13(d) of the Act of (a) the shares of Common Stock and (b) the Units, which
could be converted into and/or used to purchase shares of Common Stock and which
are held by each of the Delaware Fund and the Cayman Fund. Mr. Brown disclaims
beneficial ownership of all shares of Common Stock held by other persons, all
Units held by other persons and all shares of Common Stock which such Units
could be converted into and/or used to purchase. As of June 6, 1997, Mr. Brown
ceased to be associated with the Delaware and the Cayman Funds.
Each of Mr. Powers and HVCC is making this filing because, due
to the relationship between each of Mr. Powers and HVCC and the Delaware Fund,
as described above, each could be deemed to have beneficial ownership for
purposes of Section 13(d) of the Act of (a) the shares of Common Stock and (b)
the Units, which could be converted into and/or used to purchase shares of
Common Stock and which are held by the Delaware Fund. In addition, Mr. Powers
has acquired shares of Common Stock for which he has sole voting power. Each of
Mr. Powers and HVCC disclaims beneficial ownership of all shares of Common Stock
held by other persons, all Units held by other persons, and all shares of Common
Stock which such Units could be converted into and/or used to purchase.
HVAM is making this filing because, due to its relationship to
the Cayman Fund, as described above, HVAM could be deemed to have beneficial
ownersip for purposes of Section 13(d) of the Act of (a) the shares of Common
Stock and (b) the Units, which could be converted into and/or used to purchase
shares of Common Stock held by the Cayman Fund. HVAM disclaims beneficial
ownership of all shares of Common Stock which are held by other persons, all
Units which are held by other persons, and all shares of Common Stock which such
Units could be converted into and/or used to purchase.
The Delaware Fund, HVCC, the Cayman Fund, HVAM, Mr. Werlin, Mr.
Brown, and Mr. Powers are making a group filing because, as of the date of the
event requiring the filing of this statement, such persons may be deemed to
constitute a "group" for purposes of Section 13(d)(3) of the Act due to the
relationships between and among the Reporting Persons, as described in this Item
2. Each of such persons disclaims beneficial ownership of the shares of Common
Stock held by and the Units held by any other person and disclaims membership in
a group.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Delaware Fund acquired 95,400 shares of Common Stock in a
series of open market transactions over the period from August 28, 1996 to
May 15, 1997 for a total purchase price of $398,815.61. The Delaware Fund
acquired 8 Units in a private placement on October 22, 1996 for a total purchase
price of $2,000,000, 1 1/2 Units in a private placement on April 3, 1997 for
a total purchase price of $375,000, and 1 1/2 Units in a private placement on
May 15,1997 for a total purchase price of $375,000. The Units held by the
Delaware Fund may be converted into and/or used to purchase up to 886,112 shares
of Common Stock. The $3,148,815.61 used by the Delaware Fund to purchase the
95,400 shares of Common Stock and the 11 Units was obtained from the working
capital of the Delaware Fund.
The Cayman Fund acquired 69,500 shares of Common Stock in a
series of open market transactions over the period from August 29, 1996 to
November 29, 1996 for a total purchase price of $300,390.96 and sold 25,000
shares of Common Stock in an open market transaction on May 15, 1997 for the
total price of $96,875. The Cayman Fund acquired 4 Units in a private placement
on October 22, 1996 for a total purchase price of $1,000,000 and 1 1/2 Units in
a private placement on April 3, 1997 for a total purchase price of $375,000.
The Cayman Fund sold 1 1/2 Units in a private placement on May 15, 1997 for the
total price of $375,000. The Units held by the Cayman Fund may be converted into
and/or used to purchase up to 322,223 shares of Common Stock. The $1,675,390.96
used by the Cayman Fund to purchase the 69,500 shares of Common Stock and the
5 1/2 Units was obtained from the working capital of the Cayman Fund.
<PAGE>
<PAGE>
Page 11 of 13 Pages
Ernest P. Werlin acquired 31,100 shares of Common Stock in a
series of open market transactions over the period from August 28, 1996 to
February 7, 1997 for a total purchase price of $137,209.92. Mr. Werlin acquired
1 Unit in a private placement on October 22, 1996 for a total purchase price of
$250,000. The Unit held by Mr. Werlin may be converted into and/or used to
purchase up to 80,556 shares of Common Stock. The $387,209.92 used by Mr. Werlin
to purchase the 31,100 shares of Common Stock and the 1 Unit was obtained from
Mr. Werlin's personal funds.
Peter J. Powers acquired 10,000 shares of Common Stock in an
open market transaction on May 5, 1997 for a total purchase price of $38,750.
The $38,750 used by Mr. Powers to purchase the 10,000 shares of Common Stock was
obtained from Mr. Powers's personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
Each of the Delaware Fund, the Cayman Fund, Ernest P. Werlin
and Peter J. Powers holds its or his respective shares of Common Stock and Units
to which this statement on Schedule 13D relates for purposes of investment. At
the present time, neither the Delaware Fund, the Cayman Fund, Mr. Werlin, nor
Mr. Powers has any plans to purchase additional shares of Common Stock or Units
or to transfer shares of Common Stock or Units or to exercise any conversion or
purchasing rights granted by the Units. Except as disclosed in this Item 4,
neither the Delaware Fund, the Cayman Fund, Mr. Werlin, nor Mr. Powers has
current plans or proposals which relate to or would result in any of the events
described in Items (a) through (j) of the instructions to Item 4 of Schedule
13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b)
(I) The Delaware Fund beneficially holds 95,400 shares of Common
Stock and 11 Units which could be converted into and/or used to purchase up
to 886,112 shares of Common Stock for an aggregate beneficial ownership of
981,512 shares of Common Stock, which would constitute 14.9% of the outstanding
class of Common Stock.
(II) For purposes of Rule 13(d) under the Act, because HVCC is the
sole general partner of the Delaware Fund, and because it could be deemed to
share voting and dispositive power with the Delaware Fund over the shares of
Common Stock and Units held by the Delaware Fund, HVCC may be deemed to be the
beneficial owner of the 95,400 shares of Common Stock held by the Delaware Fund
and the 11 Units held by the Delaware Fund which could be converted into
and/or used to purchase up to 886,112 shares of Common Stock, as discussed in
this Item 5, sub-part (I), above. Therefore, HVCC may be deemed to be the
aggregate beneficial owner of 981,512 shares of Common Stock, which would
constitute 14.9% of the outstanding class of Common Stock. HVCC disclaims
beneficial ownership of all shares of Common Stock held by other persons, all
Units held by other persons, and all shares of Common Stock which such Units
could be converted into and/or used to purchase.
(III) The Cayman Fund beneficially holds 44,500 shares of Common
Stock and 4 Units which could be converted into and/or used to purchase up
to 322,223 shares of Common Stock for an aggregate beneficial ownership of
366,723 shares of Common Stock, which would constitute 6.1% of the outstanding
class of Common Stock.
(IV) For Purposes of Rule 13(d) under the Act, because HVAM is the
investment manager to the Cayman Fund, and because it could be deemed to share
voting and dispositive power with the Cayman Fund over the shares of Common
Stock and Units held by the Cayman Fund, HVAM may be deemed to be the beneficial
owner of the 44,500 shares of Common Stock held by the Cayman Fund and the 4
Units held by the Cayman Fund which could be converted into and/or used to
purchase up to 322,223 shares of Common Stock, as discussed in this Item 5,
sub-part (III), above. Therefore, HVAM may be deemed to be the aggregate
beneficial owner of 366,723 shares of Common Stock, which would constitute 6.1%
of the oustanding class of Common Stock. HVAM disclaims beneficial ownership of
all shares of Common Stock held by other persons, all Units held by other
persons, and all shares of Common Stock which such Units could be converted into
and/or used to purchase.
(V) Peter J. Powers beneficially holds 10,000 shares of Common
Stock for an aggregate beneficial ownership of 10,000 shares of Common Stock,
which would constitute 0.17% of the outstanding class of Common Stock. Further,
Mr. Powers is a director and the Senior Vice President of HVCC. Because Mr.
Powers is an officer and a director of the general partner of the Delaware Fund,
and because he could be deemed to share with HVCC and the other director and
officers of HVCC voting and dispositive power over the shares of Common Stock
and Units held by the Delaware Fund, for purposes of Rule 13(d) under the Act,
Mr. Powers may be deemed to be the beneficial owner of the shares of Common
Stock, the Units, and the shares of Common Stock which the Units may be
converted into and/or used to purchase of the Delaware Fund as described in this
Item 5, sub-part (I), above. Therefore, together with the Common Stock acquired
for his personal account, Mr. Powers may be deemed to be the aggregate
beneficial owner of 991,512 shares of Common Stock, which would constitute
15.07% of the outstanding class of Common Stock. Mr. Powers disclaims beneficial
ownership of all shares of Common Stock held by other persons, all Units held by
other persons, and all shares of Common stock which such Units could be
converted into and/or used to purchase.
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Page 12 of 13 Pages
(VI) (The following is as of the date of the event requiring, and
for purposes of, this filing:) Andrew M. Brown is the Secretary of HVCC, the
general partner of the Delaware Fund. Mr. Brown is also the Treasurer, Secretary
and Vice President of HVAM, the investment manager for the Cayman Fund. Because
of Mr. Brown's relationship to the Delaware Fund, and because he could be deemed
to share with HVCC and the directors and other officers of HVCC voting and
dispositive power over the shares of Common Stock and Units held by the Delaware
Fund, for purposes of Rule 13(d) under the Act, Mr. Brown may be deemed to be
the beneficial owner of the shares of Common Stock held by the Delaware Fund,
the Units held by the Delaware Fund, and the shares of Common Stock which these
Units could be converted into and/or used to purchase, as described in this Item
5, sub-part (I), above. Because of Mr. Brown's relationship to the Cayman Fund,
and because he could be deemed to share with HVAM, and with the director and
other officer of HVAM voting and dispositive power over the shares of Common
Stock and the Units held by the Cayman Fund, for purposes of Rule 13(d) under
the Act, Mr. Brown may be deemed to be the beneficial owner of the shares of
Common Stock held by the Cayman Fund, the Units held by the Cayman Fund, and the
shares of Common Stock which these Units could be converted into and/or used to
purchase, as described in this Item 5, sub-part (III), above. Therefore, Mr.
Brown may be deemed to be the aggregate beneficial owner of 1,348,235 shares of
Common Stock, which would constitute 19.53% of the outstanding class of Common
Stock. Mr. Brown disclaims beneficial ownership of all shares of Common Stock
held by other persons, all Units held by other persons, and all shares of Common
Stock which such Units could be converted into and/or used to purchase. (As of
June 6, 1997, Mr. Brown ceased to be associated with each of the Delaware Fund,
HVCC, the Cayman Fund and HVAM.)
(VII) Ernest P. Werlin beneficially holds 31,100 shares of Common
Stock and 1 Unit which could be converted into and/or used to purchase up to
80,556 shares of Common Stock for an aggregate beneficial ownership of 111,656
shares of Common Stock, which would constitute 1.93% of the oustanding class of
Common Stock. In addition, because Mr. Werlin is the sole stockholder, a
director, and the President and Treasurer of HVCC, because of the relationship
between HVCC and the Delaware Fund, as discussed in this Item 5, and because
therefore Mr. Werlin may be deemed to share voting and dispositive power with
HVCC, the other director and the other officers of HVCC, over the shares of
Common Stock and the Units held by the Delaware Fund, for purposes of Rule 13(d)
under the Act, Mr. Werlin may be deemed to be a beneficial owner of the shares
of Common Stock held by the Delaware Fund, the Units held by the Delaware Fund,
and the shares of Common Stock which the Units can be converted into and/or used
to purchase. Mr. Werlin is also the sole director, sole stockholder, and the
President of HVAM. Because of the positions he holds at HVAM, because of the
relationship between HVAM and the Cayman Fund, as discussed in this Item 5, and
because Mr. Werlin may be deemed to share voting and dispositive power over the
shares of Common Stock and the Units held by the Cayman Fund with HVAM and the
other officer of HVAM, for purposes of Rule 13(d) under the Act, Mr. Werlin may
be deemed to be a beneficial owner of the shares of Common Stock held by the
Cayman Fund, the Units held by the Cayman Fund, and the shares of Common Stock
which these Units may be converted into and/or used to purchase. Therefore, Mr.
Werlin may be deemed to be the aggregate beneficial owner of 1,459,891 shares of
Common Stock, which would constitute 20.9% of the outstanding class of Common
Stock. Mr. Werlin disclaims beneficial ownership of all shares of Common Stock
held by other persons, all Units held by other persons, and all shares of Common
Stock which such Units could be converted into and/or used to purchase.
By reason of the relationships described in Item 2 and this
Item 5 above, the Delaware Fund, HVCC, the Cayman Fund, HVAM, Mr. Werlin, Mr.
Brown, and Mr. Powers may be deemed to constitute a "group" within the meaning
of Rule 13d-5 under the Act. Pursuant to Rule 13d-4 under the Act, neither the
filing of this statement nor any of its contents shall be construed as an
admission that any person named herein is, for purposes of Section 13(d) or
13(g) of the Act (or pursuant to Rule 16a-1(a)(1) thereunder), the beneficial
owner of any shares of Common Stock or any Units held by other members of any
such group or of any shares of Common Stock which such Units could be converted
into and/or used to purchase. Additionally, the persons named herein disclaim
membership in a group. Further, as of June 6, 1997, Mr. Brown ceased to be
associated with each of the Delaware Fund, HVCC, the Cayman Fund, HVAM, Mr.
Werlin and Mr. Powers.
(c) As discussed in more detail in Item 3, above, on May 5,
1997, Peter J. Powers purchased 10,000 shares of Common Stock, and on May 15,
1997, the Delaware Fund purchased 1 1/2 Units and the Cayman Fund sold 1 1/2
Units. Also on May 15, 1997, the Delaware Fund purchased 25,000 shares of Common
Stock and the Cayman Fund sold 25,000 shares of Common Stock. No other
transactions in shares of Common Stock or Units which can be converted into
and/or used to purchase shares of Common Stock were effected in the past 60 days
by any of the Reporting Persons.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
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Page 13 of 13 Pages
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
Dated: August 27, 1997 /s/ ERNEST P. WERLIN
------------------------------------
Ernest P. Werlin
/s/ ANDREW M. BROWN
------------------------------------
Andrew M. Brown*
/s/ PETER J. POWERS
------------------------------------
Peter J. Powers
THE HIGH VIEW FUND, L.P.
By: High View Capital Corporation,
its general partner
By: /s/ ERNEST P. WERLIN
------------------------------------
Ernest P. Werlin
President
HIGH VIEW CAPITAL CORPORATION
By: /s/ ERNEST P. WERLIN
------------------------------------
Ernest P. Werlin
President
THE HIGH VIEW FUND
By: /s/ CEDRIC L. CARROLL
------------------------------------
Cedric L. Carroll
Director
HIGH VIEW ASSET MANAGEMENT CORPORATION
By: /s/ ERNEST P. WERLIN
------------------------------------
Ernest P. Werlin
President
* As of June 6, 1997, Mr. Brown ceased to be a member of the group making this
filing.
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