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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 25049
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__ )*
BLC FINANCIAL SERVICES, INC.
(Name of Issuer)
Common stock, par value $.01 per share
(Title of Class of Securities)
055 490 10 6
(CUSIP Number)
Edward I. Tishelman, Esq.
Joel I. Frank, Esq.
Hartman & Craven LLP
460 Park Avenue
New York, New York 10022
(212) 753-7500
(Name, Address and Telephone Number of Person Authorized to Received Notices
and Communications)
August 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 that is the subject of this Schedule 13D, and is filing this
schedule because of (section) 240.13d-1(e), 240.13d-1(f) or 240.13d-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 (section) 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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SCHEDULE 13D
CUSIP No. 055 490 10 6
1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael W. Sonnenfeldt
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) X
---
(b)
---
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
US
NUMBER OF 7) SOLE VOTING POWER
SHARES 1,019,000
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY None
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 1,019,000
PERSON WITH 10) SHARED DISPOSITIVE POWER
None
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,019,000
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5%
14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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SCHEDULE 13D
CUSIP No. 055 490 10 6
1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MUUS & COMPANY LLC
EIN # 13-4001971
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) X
---
(b)
---
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7) SOLE VOTING POWER
SHARES 1,019,000
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY None
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 1,019,000
PERSON WITH 10) SHARED DISPOSITIVE POWER
None
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,019,000
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5%
14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $.01 per share (the
"Common Stock"), of BLC Financial Services, Inc., a Delaware corporation (the
"Company"). The Company's principal executive offices are located at 645 Madison
Avenue, New York, New York 10022.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) This statement is being filed on behalf of Michael W.
Sonnenfeldt ("Sonnenfeldt") and MUUS & COMPANY LLC, a New York limited liability
company controlled by Sonnenfeldt ("MUUS"). Attached hereto as Exhibit 1 is a
copy of their agreement in writing to file this statement on behalf of each of
them.
The principal address of Sonnenfeldt and MUUS is c/o Hartman & Craven
LLP, 460 Park Avenue, New York, New York 10022.
The business of MUUS is investment (a) in real estate (i) through the
ownership or leasing of real properties, (ii) as a lender, and (iii) as an
investor in securities issued by entities engaged in real estate transactions
and (b) in securities issued by non-real estate concerns. Mr. Sonnenfeldt is the
sole member of MUUS.
(d)-(e) During the last five years neither Sonnenfeldt nor MUUS has been
(i) convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which it or he was
or is subject to a 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.
(f) Sonnenfeldt is a United States citizen. MUUS is organized under the
laws of the State of New York.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source of all of the funds used was working capital of MUUS. The amount
of funds used by MUUS in making the acquisitions was $1,821,366.00.
ITEM 4. PURPOSE OF TRANSACTION.
MUUS purchased the shares of Common Stock for investment and reserves the
right to acquire additional shares of Common Stock or dispose of any or all of
its shares of Common Stock.
Except as set forth above, MUUS currently has no plans or proposals which
relates to or would result in (i) the acquisition by any person of additional
securities of the Company or the disposition of securities of the Company; (ii)
an extraordinary corporate
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transaction, such as a merger, reorganization or liquidation involving the
Company or any of its subsidiaries; (iii) a sale or transfer of a material
amount of assets of the Company or any of its subsidiaries; (iv) any change in
the present Board of Directors or management of the Company, including any plans
or proposals to change the number or term of directors or to fill any existing
vacancies on the Board of Directors of the Company; (v) any material change in
the present capitalization or dividend policy of the Company; (vi) any other
material change in the Company's business or corporate structure; (vii) changes
in the Company's charter, bylaws or other actions which may impede the
acquisition of control of the Company by any person; (viii) causing the
Company's Common Stock to be delisted from The Nasdaq-Amex Market, on which the
Common Stock is currently listed, or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association; (ix) a class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g) (4) of the Exchange
Act; or (x) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, the aggregate number of the Company's shares of
Common Stock beneficially owned by Sonnenfeldt and MUUS is 1,019,000,
constituting approximately 5% of the shares of Common Stock outstanding, based
upon the 20,292,875 shares of Common Stock reported by the Company to be issued
and outstanding.
(b) MUUS has sole power to vote or to direct the vote and sole power to
dispose or to direct the disposition of 1,019,000 shares of Common Stock. Mr.
Sonnenfeldt, by virtue of his ownership of MUUS, has the power to vote and
dispose of all such shares.
(c) Other than as described below, there were no transactions in the
Company's Common Stock effected by MUUS during the past sixty days. All of the
transactions set forth below were effected in the open market:
Type of
Transaction No. Of Shares Trade Date Price Per Share
----------- ------------- ---------- ---------------
Purchase 5,000 7/7/00 $1 15/16
Purchase 7,500 7/10/00 1 7/8
Purchase 5,000 7/11/00 1 15/16
Purchase 2,400 7/14/00 1 15/16
Purchase 1,900 7/17/00 1 15/16
Purchase 8,100 7/18/00 1 15/16
Purchase 7,800 7/19/00 1 15/16
Purchase 2,200 7/31/00 1 15/16
Purchase 2,100 8/1/00 1 15/16
Purchase 1,100 8/2/00 1 15/16
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Purchase 1,000 8/3/00 1 15/16
Purchase 6,400 8/4/00 1 15/16
Purchase 100 8/8/00 1 15/16
Purchase 2,000 8/9/00 1 15/16
Purchase 10,000 8/10/00 1 15/16
Purchase 2,300 8/11/00 1 15/16
Purchase 200 8/14/00 1 15/16
Purchase 4,000 8/15/00 1 15/16
Purchase 2,800 8/16/00 1 15/16
Purchase 9,200 8/17/00 1 15/16
Purchase 11,000 8/18/00 1 15/16
Purchase 2,000 8/21/00 1 15/16
Purchase 4,300 8/22/00 1 15/16
Purchase 13,600 8/23/00 1 15/16
Purchase 2,000 8/25/00 1 15/16
Purchase 25,000 8/28/00 1 7/8
Purchase 10,900 8/28/00 1 15/16
Purchase 5,000 8/28/00 1 3/4
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement.
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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 6, 2000 MUUS & COMPANY LLC
By: /s/ Michael W. Sonnenfeldt
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Michael W. Sonnenfeldt
Individually and on behalf of the
above-named limited liability
company as sole member
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