JACK H. HALPERIN, ESQ.
-------------
317 Madison Avenue
Suite 1421
New York, New York 10017
Telephone (212) 378-1200
Telefax (212) 378-1299
Via Federal Express
March 2, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Amendment No. 2 to Shedule 13D of the Koffman Group, Inc.
relating to GlenGate Apparel, Inc.
Ladies and Gentlemen:
Enclosed for filing are six copies of Amendment No. 2 to Schedule D for The
Koffman Group, Inc. relating to the securities of GlenGate Apparel, Inc. One
copy of the enclosure has been manually signed.
Kindly acknowledge receipt of the above by stamping the enclosed copy
of this letter and returning it to the undersigned in the envelope provided.
Very truly yours,
s/s Jack H. Halpern
-------------------
Jack H. Halperin
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
GlenGate Apparel, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.001 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
378682 10 8
-----------------------------------------
(CUSIP Number)
Martin Koffman, 150 East 52nd Street, 30th Fl, New York, New York 10022
---------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
2/20/98
-----------------------------------------------
(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 the 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: (has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; 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 13-d(a) for other parties to whom copies are to be
sent.
Page 1 of 8 Pages
<PAGE>
*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 in the remainder of this cover page shall not be deemed
to be "filed" for the putpose 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 2 of 8 Pages
<PAGE>
1) Names of Reporting Persons, S.S or I.R.S. Identification Nos of Above
Persons:
THE KOFFMAN GROUP, INC.
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds (See Instructions)
WC
- --------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d)
of 2(e)
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization: DELAWARE
----------------------------------------------------------
Number of Shares 7) Sole Voting Power: 757,500 shares of Common Stock
Beneficially owned
by each Reporting __________________________________________________________
Person with 8) Shared Voting Power
----------------------------------------------------------
9) Sole Dispositive Power: 757,500 shares of Common Stock
----------------------------------------------------------
10) Shared Dispositive Power
- ------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
757,500 shares of Common Stock
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes certain shares: X
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11): 7.78%
- --------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions): CO
Page 3 of 8 Pages
<PAGE>
AMENDMENT NO.2
TO SCHEDULE 13D
relating to the
Common Stock, .001 par value ("Common Stock")
of
GlenGate Apparel, Inc.
ITEM 5. Interest in Securities of the Issuer
(a) The Reporting Person presently owns 757,500 shares of Common Stock of
the Company on its own behalf and on behalf of various investors. The Reporting
Person also has a Warrant to purchase 75,000 shares of Common Stock for 60% of
the average of the high and low sales prices of the Common Stock for the thirty
trading days prior to exercise, which is exercisable between August 8, 1997 and
April 7, 2000. Thus, including the 75,000 shares of Common Stock which may be
purchased by exercise of the Warrants, the Reporting Person owns a total of
7.78% of the outstanding Common Stock of the Company, (based on the 10,613,932
shares which the Company stated to the Reporting Person as being outstanding on
December 31, 1997).
The officers and directors of the Reporting Person listed in Item 2 of this
statement do not presently own any shares of the Common Stock of the Company,
except for Jeffrey Koffman who, in connection with bridge financing transactions
with the Company in April and May 1997 subsequently received 7,500 shares of
Common Stock and a Warrant to purchase 15,000 shares of Common Stock for 60% of
the average of the high and low sales prices of the Common Stock for the thirty
trading days prior to exercise, which is exercisable between August 8, 1997 and
April 7, 2000. The Reporting Person does not have voting power or dispositive
power over these 7,500 shares of Common Stock or the Warrant to purchase 15,000
shares of Common Stock held
Page 4 of 8 Pages
<PAGE>
by Jeffrey Koffman and disclaims beneficial ownership of these shares.
Accordingly, these shares are not included in the number which the Reporting
Person reports as being held by it.
(b) The Reporting Person has the sole voting power and sole dispositive
power over all the shares of Common Stock of the Company which it owns.
(c) The Reporting Person purchased 750,000 shares of Common Stock for $1.00
per share pursuant to a Capitalization Agreement dated as of August 26, 1996 by
and between the Reporting Person and the Company (the "Capitalization
Agreement"). Pursuant to the Capitalization Agreement, consideration for this
purchase was the cancellation of a promissory note in the amount of $750,000
made by the Company in favor of the Reporting Person. The Reporting Person also
received, pursuant to the Capitalization Agreement, a Warrant to purchase an
additional 85,000 shares of the Company's Common Stock for $1.00 per share. On
September 25, 1996, pursuant to the Capitalization Agreement, the Reporting
Person purchased 500,000 shares of the Common Stock of the company for $1.00 per
share on its own behalf and on behalf of various investors in the Reporting
Person who had previously entered into Agency Agreements with the Reporting
Person to purchase shares of the Company's Common Stock on their behalf.
Tech Aerofoam, Inc. which might be deemed affiliated to the principals of
the Reporting Person also has 25,000 shares of the Company's Common Stock. Tech
Aerofoam is a subsidiary of Great American Industries, Inc., a majority of the
stock of which is owned by relatives of Martin Koffman, Joseph Koffman and
Jeffrey Koffman, including their parents. However, the Reporting Person does not
have voting power or dispositive power over these 25,000 shares of Common Stock
of the Company's Common Stock held by Tech Aerofoam and disclaims
Page 5 of 8 Pages
<PAGE>
beneficial ownership of these shares. Accordingly these shares are not included
in the number which the Reporting Person reports as being held by it.
On April 18, 1997, the Reporting Person caused to be distributed to the
persons with whom it entered Agency Agreements the following number of shares of
the Company's Common Stock:
Brain Gamache 15,000
Andrew Hart 50,000
Steven Hazan 50,000
Issac Kier 20,000
Ladenburg Thalmann & Co. Inc. 90,000
Allan Lyons 10,000
David Melin 25,000
Richard Silver 50,000
The Reporting Person does not have voting power or dispositive power over
these shares of Common Stock of the Company which it distributed to such persons
and disclaims beneficial ownership of these shares. Accordingly, these shares
are not included in the number which the Reporting Person reports as being held
by it.
On June 18, 1997, the Company transferred 10,000 shares of the Company's
Common Stock, to each of Richard Koffman and Burton Koffman. Richard Koffman is
the father of Martin Koffman and Joseph Koffman and Burton Koffman is the father
of Jeffrey Koffman. The Reporting Person does not have voting power or
dispositive power over these shares of Common Stock of the Company which it
distributed to Richard Koffman and Burton Koffman and disclaims beneficial
ownership of these shares. Accordingly, these shares are not included in the
number which the Reporting Person reports as being held by it.
Page 6 of 8 Pages
<PAGE>
In connection with bridge financing transactions with the Company during
April and May 1997, as of June 25, 1997, George Gatsey sold the Reporting Person
37,500 shares of the Company's Common Stock and Jeffrey Koffman 7,500 shares,
for $0.20 per share, and the Company issued the Reporting Person a Warrant to
purchase 75,000 shares of the Company's Common Stock and issued Jeffrey Koffman
a Warrant to purchase 15,000 shares. These Warrants are exercisable between
August 8, 1997 and April 7, 2000, and permit the holder to purchase the Common
Stock for 60% of the average of the high and low sales prices of the Common
Stock for the thirty trading days prior to exercise.
On February 20, 1998 the Reporting Person caused the following shares to be
transferred to the persons listed:
1. Richard Koffman 40,000 shares
2. Burton Koffman 60,000 shares
3. Whitehorn Associates 100,000 shares
The Reporting Person does not have voting power or dispositive power over
these shares of Common Stock of the Company and disclaims beneficial ownership
of these shares. Accordingly, these shares are not included in the number which
the Reporting Person reports as being held by it.
Page 7 of 8 Pages
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No.2 to 13D Statement
is true, complete and correct.
THE KOFFMAN GROUP, INC.
BY: s/s Martin Koffman
-----------------------
Martin Koffman
President
Dated: February , 1998
Page 8 of 8 Pages
