UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Video Services Corporation
(formerly known as International Post Limited)
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
92656U 10 7
(CUSIP Number)
Marjorie S. Adams, Esq.
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street, 20th Floor
New York, New York 10036
(212) 626-0800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 13, 1998
(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 Sections 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 Sections 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).
Page 1 of 7 Pages
List of Exhibits is on Page 6<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 92656U 10 7 Page of Pages
1 NAME OF REPORTING PERSON
Louis H. Siracusano
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
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) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
3,152,982
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
3,152,982
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,152,982
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
/x/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.77%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 92656U 10 7 Page of Pages
1 NAME OF REPORTING PERSON
Arnold P. Ferolito
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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 OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
3,050,382
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
3,050,382
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,050,382
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
/x/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.00%
14 TYPE OF REPORTING PERSON*
IN<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 92656U 10 7 Page of Pages
1 NAME OF REPORTING PERSON
Donald H. Buck
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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 OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
525,681
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
525,681
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
525,681
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
/x/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.96%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer
The Schedule 13D filed with the U.S. Securities and Exchange
Commission ("SEC") on June 27, 1997, by Video Services Corporation,
prior to the Merger a New Jersey corporation; Louis H. Siracusano,
a citizen of the United States of America ("LS"); Arnold P.
Ferolito, a citizen of the United States of America ("AF"); and
Donald H. Buck, a citizen of the United States of America ("DB")
(LS, AF and DB collectively, "Reporting Persons") amended by
Amendment No. 1 filed with the SEC on September 4, 1997, is hereby
amended to furnish the additional information set forth herein.
This second amendment to Schedule 13D relates to the common
stock, $0.01 par value per share ("Common Stock") of Video Services
Corporation (formerly known as International Post Limited), a
Delaware corporation ("Video" or "Issuer"). The address of the
principal executive offices of the Issuer is 240 Pegasus Avenue,
Northvale, New Jersey 07647.
All capitalized terms used herein but not otherwise defined
shall have the meanings ascribed to such terms in the original
Schedule 13D and the amendment thereto previously filed with the
SEC.
Item 2. Identity and Background
Item 2(b) and (c) is amended as follows:
The principal business address of LS and DB is 240
Pegasus Avenue, Northvale, New Jersey 07647.
The principal residence address of AF is 101 Water Edge
Drive, Jupiter, Florida 33477.
LS is the President, Chief Executive Officer and a
Director of the Issuer.
AF is a consultant to the Issuer until August, 1998.
DB is the Vice President of the Issuer.
Item 3. Source and Amount of Funds or Other Consideration.
LS used personal funds to purchase 100 shares of Video
Common Stock for an aggregate purchase price of $360.60 including
commissions.
Item 4. Purpose of Transaction.
Item 4 is supplemented as follows:
On February 12, 1998 to commemorate the listing of the
Issuer on the American Stock Exchange, LS purchased 100 shares of
Video Common Stock at a price of $3.00 per share (plus a $0.60
commission per share) on the open market.
Item 5. Interest in Securities of the Issuer
Item 5 is amended as follows:
(a) - (b) On the date hereof, the Reporting Persons may
be deemed to beneficially own, in the aggregate, 6,729,045 shares
of Video Common Stock, representing approximately 50.73% of the
Video Common Stock outstanding.
LS has sole voting power and sole dispositive power of
3,152,982 shares of Video Common Stock.
AF has sole voting power and sole dispositive power with
regard to 3,050,382 shares of Video Common Stock.
DB has sole voting and sole dispositive power with regard
to 525,681 shares of Video Common Stock.
(c) On February 12, 1998 to commemorate the listing of
the Issuer on the American Stock Exchange, LS purchased 100 shares
of Video Common Stock at a price of $3.00 per share (plus a $0.60
brokerage commission per share) on the open market.
On March 13, 1998 in a privately negotiated
transaction, LS and FS sold 200,000 shares and 300,000 shares of
Video Common Stock, respectively, at a price of $3.25 per share.
These transactions generated a profit of $25.00
which LS has paid to the Issuer.
(d) No other person has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of the Video Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
On February 23, 1998, LS, AF, DB, The Equitable Life
Assurance Society of the United States ("ELAS"), Equitable Deal
Flow Fund, L.P. ("EDFF" and together with ELAS, "Equitable"),
Terrence A. Elkes ("Elkes") and Kenneth F. Gorman ("Gorman")
entered into an agreement ("Waiver Agreement") permitting LS to
sell 200,000 shares of Video Common Stock without regard to any
provisions to the contrary in any of the Stock Resale Agreement,
the Tag-Along Rights Agreement and the Stockholders Agreement. The
Waiver Agreement is incorporated herein by reference and the
description of such agreement is qualified in its entirety by the
Waiver Agreement itself which is filed herewith as Exhibit 15.
Item 7. Material To Be Filed As Exhibits.
Exhibit 15. Agreement of Waiver dated as of February 23, 1998
by and among Louis H. Siracusano, Arnold P.
Ferolito, Donald H. Buck, The Equitable Life
Assurance Society of the United States, Equitable
Deal Flow Fund, L.P., Terrence A. Elkes and Kenneth
F. Gorman.<PAGE>
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.
Dated: March 13, 1998
/s/ Louis H. Siracusano
Louis H. Siracusano
/s/ Arnold P. Ferolito
Arnold P. Ferolito
/s/ Donald H. Buck
Donald H. Buck
Exhibit 15
AGREEMENT OF WAIVER
Agreement of Waiver dated as of February 23, 1998 by
and among Louis H. Siracusano ("LS"), Arnold P. Ferolito ("AF"),
Donald H. Buck ("DB"), The Equitable Life Assurance Society of
the United States, a New York company ("ELAS"), Equitable Deal
Flow Fund, L.P., a Delaware limited partnership ("EDFF" and
together with ELAS, "Equitable"), Terrence A. Elkes ("Elkes") and
Kenneth F. Gorman ("Gorman").
W I T NE S S E T H
------------------
WHEREAS, International Post Limited, LS, AF and DB are
parties to the Stock Resale Agreement, dated as of August 26,
1997 ("Stock Resale Agreement");
WHEREAS, LS, AF, DB, Equitable, Elkes and Gorman are
parties to the Tag-Along Rights Agreement, dated as of August 26,
1997 ("Tag-Along Rights Agreement");
WHEREAS, LS, AF and DB are parties to an agreement
(filed as Exhibit 12 to Amendment 1 to Schedule 13D filed
September 4, 1997 by the Stockholders), dated as of August 26,
1997 (collectively with the Stock Resale Agreement and the Tag-
Along Rights Agreement, the "Agreements");
WHEREAS, LS desires to sell 200,000 shares of common
stock, $.01 par value, of Video Services Corporation ("Common
Stock") in a privately negotiated transaction (the
"Transaction"); and
WHEREAS, the Agreements contain certain restrictions
and conditions regarding the sale of Common Stock by LS.
NOW THEREFORE, the parties hereto agree as follows:
1. Notwithstanding anything to the contrary contained
in any of the Agreements, LS shall be permitted to consummate the
Transaction without compliance with any of the Agreements and AF,
DB, Equitable, Elkes and Gorman hereby waive all restrictions and
conditions contained in the Agreements with respect to the
Transaction, including, but not limited to, any notice
requirements or right of any other party to the Agreements to
participate pro rata or otherwise in the Transaction.
2. Following the Transaction, the Agreements shall
not have any application to such shares of Common Stock.
<PAGE>
3. This agreement shall be governed by the laws of
the State of New York, without regard to conflict of laws
principles.
4. This agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original,
but all of which together shall constitute one agreement. Each
counterpart may consist of a number of copies each signed by less
than all, but together signed by all, the parties hereto.
IN WITNESS WHEREOF, the undersigned have executed this
agreement as of the date first written above.
LOUIS H. SIRACUSANO
/s/ Louis H. Siracusano
-----------------------------
ARNOLD P. FEROLITO
/s/ Arnold P. Ferolito
-----------------------------
DONALD H. BUCK
/s/ Donald H. Buck
-----------------------------
THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES
/s/ James C. Pendergast
-----------------------------
Name: James C. Pendergast
Title: Investment Officer
EQUITABLE DEAL FLOW FUND, L.P.
By: Equitable Managed Assets,
L.P.
By: The Equitable Life
Assurance Society of the
United States
/s/ James C. Pendergast
-----------------------------
Name: James C. Pendergast
Title: Investment Officer
<PAGE>
TERRENCE A. ELKES
/s/ Terrence A. Elkes
-----------------------------
KENNETH F. GORMAN
/s/ Kenneth F. Gorman
-----------------------------
[SIGNATURE PAGE TO AGREEMENT OF WAIVER]
