UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.8)
BLC FINANCIAL SERVICES, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
055 490 10 6
CUSIP Number
Robert F. Tannenhauser, 919 Third Ave., New York, NY 10022 212-751-5626
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
April 1, 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-I(b)(3) or (4), check the following
box. NO.
Check the following box if a fee is being paid with the statement. NO.
(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).
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SCHEDULE 13D
CUSIP No. 055 490 10 6
1. Name of Reporting Person: Carol Tannenhauser ###-##-####
2. Check the appropriate box if a member of a group: Not applicable.
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). None.
6. Citizenship or place of organization: United States
Number of Shares Beneficially Owned by Each Reporting Person with:
7. Sole Voting Power: 2,216,776 shares (See Item 5)
8. Shared Voting Power: 3,286,794 shares (See Item 5)
9. Sole Dispositive Power: 2,216,776 shares (See Item 5)
10. Shared Dispositive Power: 3,286,794 shares (See Item 5)
11. Aggregate amount beneficially owned by each reporting person:
5,503,570 shares (See Item 5)
12. Check box if the aggregate amount in Row (11) excludes certain shares:
Yes.
13. Percent of class represented by amount in Row (11): 30.27% (See Item 5)
14. Type of reporting person: IN
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Schedule 13D
This Statement constitutes Amendment No. 8 to the Statement on
Schedule 13D filed with the Securities and Exchange Commission (Schedule 13D)
with respect to the Common Stock, $.01 par value (the "Common Stock") of BLC
Financial Services, Inc. ("BLC"). Capitalized terms not otherwise defined
herein shall have the respective meanings ascribed thereto in Schedule 13D and
any amendments thereto. This statement is filed on behalf of Carol
Tannenhauser (the "Reporting Person").
Other then as set forth herein, there has been no material change
in the information set forth in Items 1, 2, 3, 4, 5, 6 and 7 of Schedule 13D.
3. Source and Amount of Funds or Other Consideration.
The Reporting Person's response to Item 3 is hereby amended and
supplemented by the following:
Pursuant to the Last Will and Testament of Albert Blanck, upon Mr.
Blanck's death in February 1992, two Trusts were created: The Albert Blanck
Testamentary Trust A ("Trust A") and The Albert Blanck Testamentary Trust B
("Trust B", Trust A and Trust B collectively referred to as the "Trusts").
The Reporting Person was a Trustee and beneficiary of both of the Trusts.
Both of the Trusts were the beneficial owners of shares of common stock of
Futuronics Corporation, a New York corporation pursuant to the redemption
offer (the "Redemption") made by Futuronics to its shareholders in October
1993, Futuronics redeemed its issued and outstanding shares of common stock
for cash and shares of BLC Common Stock. As a result of the redemption, Trust
A and Trust B acquired 643,010 and 176,830 shares of BLC common stock,
respectively. Pursuant to the terms of the Trust A Trust Agreement, on April
1, 1996, Trust A distributed all of the shares of BLC Common Stock which it
held to the Trust A beneficiaries. Consequently, an aggregate of 214,336
shares of BLC Common Stock were distributed to the Reporting Person and her
children (107,168 shares to the Reporting Person directly and 53,584 shares to
each of her two children). The Reporting Person is deemed the beneficial
owner of the shares of BLC Common Stock distributed to her children pursuant
to the terms of Trust A Trust Agreement. As a result of the distribution by
Trust A, the Reporting Person is no longer deemed the beneficial owner of the
balance of the shares of BLC Common Stock previously owned by Trust A (428,673
shares on the aggregate) the ownership of which was attributable to the
Reporting Person as a Trustee and beneficiary of Trust A. As a Trustee and
beneficiary of Trust B, the Reporting Person is deemed the beneficial owner of
the 176,830 shares of BLC Common Stock owned by such Trust.
In addition, in February 1995, the Reporting Person was gifted
options to acquire 450,000 shares of BLC Common Stock at $.60 per share (the
"February Options"). The options are exercisable commencing January 1, 1996
and expire February 5, 2000. In February 1996, the Reporting Person
transferred 7,500 of the February Options to a third party in satisfaction of
certain debt obligations.
Item 4. Purpose of Transaction.
The Reporting Person's response to Item 4 is amended and
supplemented by the following:
The February Options and the shares of BLC Common Stock acquired
by the Reporting Person as a result of the distribution by Trust A were
acquired for investment purposes. It is possible that, at a future date, the
Reporting Person may acquire additional BLC securities through open market or
privately-negotiated transactions. Any future decision will be made by the
Reporting Person in light of the Reporting Person's then financial condition.
Item 5. Interest in Securities of the Issuer.
The Reporting Person's response to Item 5 is hereby amended and
supplemented by the following:
(a) The Reporting Person may be deemed to be the beneficial
owner of an aggregate of 5,507,583 shares of BLC Common Stock. The Reporting
Person's beneficial ownership consists of (i) 2,609,964 shares of BLC Common
Stock owned by Futuronics Corporation of which the Reporting Person is an
officer, a director and a principal shareholder; (ii) 250,000 shares of BLC
Common Stock issuable upon the exercise of Class A Warrants (the "Class A
Warrants") exercisable at $.55 per share of BLC Common Stock owned directly by
Futuronics Corporation; (iii) 250,000 shares of BLC Common Stock issuable upon
the exercise of Class B Warrants (the "Class B Warrants") exercisable at $.65
per share of BLC Common Stock owned by Futuronics Corporation; (iv) 1,420,122
(inclusive of 107,168 shares of Common Stock owned by the Reporting Person's
children of which the Reporting Person is deemed the beneficial owner) shares
of Common Stock owned directly by the Reporting Person; (v) 149,797 shares of
BLC Common Stock which are issuable upon the exercise of certain warrants
owned directly by the Reporting Person (the "Warrants"); (vi) 646,857 shares
of BLC Common Stock which are issuable upon the exercise of certain options
(inclusive of the February Options and options to purchase 54,357 shares of
BLC Common Stock owned by the Carol Tannenhauser Trust) owned directly by the
Reporting Person (the "Options"); (vii) 176,830 shares of BLC Common Stock
held by the Trust B of which the Reporting Person is a Trustee and
beneficiary; and (vii) 4,013 shares of BLC Common Stock owned directly by the
Reporting Person's spouse. The Reporting Person is deemed the beneficial
owner of 30.27% of BLC's issued and outstanding Common Stock (based upon the
disclaimer in (b) below) of BLC's Common Stock based upon 18,178,709 shares of
Common Stock issued and outstanding as of April 1, 1996 (for purposes of this
percentage calculation, includes shares of Common Stock issuable upon exercise
of the Warrants and Options).
(b) The Reporting Person has sole voting and dispositive power
over 2,216,776 shares of BLC Common Stock (inclusive of shares of BLC Common
Stock issuable upon the exercise of the Warrants and Options). The Reporting
Person has shared voting and dispositive power with respect to the 3,286,794
shares of BLC Common Stock (inclusive of the shares of BLC Common Stock
issuable upon the exercise of the Class A Warrants and the Class B Warrants).
The Reporting Person disclaims beneficial ownership of the 4,013 shares of BLC
Common Stock owned directly by her spouse.
(c) Transactions in securities in prior 60 days: None.
(d) Others with right to receive or power to direct the receipt
of dividends from, or proceeds from, the sale of securities: With respect to
the shares of Common Stock held by Trust B, the Co-Trustees of such Trust.
(e) Not applicable.
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SIGNATURE
After reasonable inquiry and to the best of her knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated as of September ___, 1996.
/s/ Carol Tannenhauser
Carol Tannenhauser
