UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Interstate National Dealer Services, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
46102P 10 4
(CUSIP Number)
Jack Silver
Sherleigh Associates LLC
660 Madison Avenue, 15th Floor
New York, New York 10021
Phone: 212-542-8201
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 2, 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 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: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.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).
- 1 -
<PAGE>
SCHEDULE 13D
CUSIP No. 46102P 10 4 Page 2 of 19 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jack Silver
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF PF OO (See Item 3.)
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 247,500 common shares (including shares
BENEFICIALLY held by affiliated entities listed on
following cover OWNED BY pages - See Item 5)
EACH
REPORTING 8 SHARED VOTING POWER
PERSON 28,500 common shares (See Item 5)
WITH
9 SOLE DISPOSITIVE POWER
247,500 common shares (including shares held by
affiliated entities listed on following cover pages
- See Item 5)
10 SHARED DISPOSITIVE POWER 28,500 common shares (See
Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
275,000 common shares (including shares held by affiliated
entities listed on following cover pages - See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.90% (including shares held by affiliated entities listed
on following cover pages - See Item 5)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE
SIGNATURE ATTESTATION.
- 2 -
<PAGE>
SCHEDULE 13D
CUSIP No. 46102P 10 4 Page 3 of 19 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jack Silver and Shirley Silver Foundation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF OO (See Item 3.)
5 CHECK BOX 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 2,500 common shares (See Item 5)
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 2,500 common shares (See Item 5)
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500 common shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.05%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE
SIGNATURE ATTESTATION.
- 3 -
<PAGE>
SCHEDULE 13D
CUSIP No. 46102P 10 4 Page 4 of 19 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Shirley Silver Trust for Leigh Silver
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF OO (See Item 3.)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
N/A
NUMBER OF 7 SOLE VOTING POWER SHARES 13,000 common shares (See Item 5)
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 13,000 common shares (See Item 5)
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,000 common shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.28%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE
SIGNATURE ATTESTATION.
- 4 -
<PAGE>
SCHEDULE 13D
CUSIP No. 46102P 10 4 Page 5 of 19Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Shirley Silver Trust for Romy Silver
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF OO (See Item 3.)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
N/A
NUMBER OF 7 SOLE VOTING POWER SHARES 13,000 common shares (See Item 5)
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 13,000 common shares (See Item 5)
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,000 common shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.28%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE
SIGNATURE ATTESTATION.
- 5 -
<PAGE>
SCHEDULE 13D
CUSIP No. 46102P 10 4 Page 6 of 19 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sherleigh Associates LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF OO (See Item 3.)
5 CHECK BOX 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 12,500 common shares (See Item 5)
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 12,500 common shares (See Item 5)
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,500 common shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.27%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE
SIGNATURE ATTESTATION.
- 6 -
<PAGE>
SCHEDULE 13D
CUSIP No. 46102P 10 4 Page 7 of 19 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sherleigh Associates, Inc. Profit Sharing Plan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF OO (See Item 3.)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
N/A
NUMBER OF 7 SOLE VOTING POWER SHARES 217,000 common shares (See Item 5)
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 217,000 common shares (See Item 5)
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
217,000 common shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.64%
14 TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE
SIGNATURE ATTESTATION.
- 7 -
<PAGE>
SCHEDULE 13D
CUSIP No. 46102P 10 4 Page 8 of 19 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sherleigh Associates, Inc. Defined Benefit Pension Plan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF OO (See Item 3.)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
N/A
NUMBER OF 7 SOLE VOTING POWER SHARES 17,000 common shares (See Item 5)
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 9 SOLE DISPOSITIVE POWER 17,000 common shares
PERSON (See Item 5)
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,000 common shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.36%
14 TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE
SIGNATURE ATTESTATION.
- 8 -
<PAGE>
SCHEDULE 13D
CUSIP No. 46102P 10 4 Page 9 of 19 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Shirley Silver
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF PF OO (See Item 3.)
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
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 28,500 common shares (See Item 5)
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
28,500 common shares (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,500 common shares (including shares held by affiliated
entities listed on preceding cover pages - See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.61% (including shares held by affiliated entities listed on preceding
cover pages - See Item 5)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE
SIGNATURE ATTESTATION.
- 9 -
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer.
Common Stock, $.01 par value.
Interstate National Dealer Services, Inc. (the "Company")
333 Earle Ovington Boulevard
Mitchell Field, New York 11553
Item 2. Identity and Background.
Mr. Jack Silver may be deemed to beneficially own all shares owned by
the entities listed below by reason of his sole or shares power to vote and
dispose of securities held by such Persons.
1. (a) Name: Jack Silver
(b) Business Address: 660 Madison Avenue, 15th Floor
New York, NY 10021
(c) Principal Occupation: Investor - Sherleigh Associates LLC
660 Madison Avenue, 15th Floor
New York, NY 10021
(d) Criminal Convictions: None
(e) Civil Proceedings: None
(f) Citizenship: United States
2. (a) Name: Jack Silver and Shirley
Silver Foundation
(b) State of Organization: New York
(c) Principal Business: Charitable Foundation
(d) Address of Principal
Business and 660 Madison Avenue, 15th Floor
Principal Office: New York, NY 10021
(e) Criminal Convictions: None
(f) Civil Proceedings: None
3. (a) Name: Shirley Silver Trust for
Leigh Silver
(b) State of Organization: N/A
(c) Principal Business: N/A
(d) Address of Principal
Business and 660 Madison Avenue, 15th Floor
Principal Office: New York, NY 10021
- 10 -
<PAGE>
SCHEDULE 13D
(e) Criminal Convictions: None
(f) Civil Proceedings: None
4. (a) Name: Shirley Silver Trust for
Romy Silver
(b) State of Organization: N/A
(c) Principal Business: N/A
(d) Address of Principal
Business and 660 Madison Avenue, 15th Floor
Principal Office: New York, NY 10021
(e) Criminal Convictions: None
(f) Civil Proceedings: None
5. (a) Name: Sherleigh Associates LLC
(b) State of Organization: New York
(c) Principal Business: Investor
(d) Address of Principal
Business and 660 Madison Avenue, 15th Floor
Principal Office: New York, NY 10021
(e) Criminal Convictions: None
(f) Civil Proceedings: None
6. (a) Name: Sherleigh Associates, Inc.
Profit Sharing Plan
(b) State of Organization: N/A
(c) Principal Business: N/A
(d) Address of Principal
Business and 660 Madison Avenue, 15th Floor
Principal Office: New York, NY 10021
(e) Criminal Convictions: None
(f) Civil Proceedings: None
7. (a) Name: Sherleigh Associates, Inc.
Defined Benefit Pension Plan
(b) State of Organization: N/A
- 11 -
<PAGE>
SCHEDULE 13D
(c) Principal Business: N/A
(d) Address of Principal
Business and 660 Madison Avenue, 15th Floor
Principal Office: New York, NY 10021
(e) Criminal Convictions: None
(f) Civil Proceedings: None
8. (a) Name: Shirley Silver
(b) Residence: c/o Sherleigh Associates LLC
660 Madison Avenue, 15th Floor
New York, NY 10021
(c) Principal Occupation: N/A
(d) Criminal Convictions: None
(e) Civil Proceedings: None
(f) Citizenship: United States
Item 3. Source and Amount of Funds or Other Consideration. The purchase
price for the shares referenced in Item 5(a) was $1,974,579.74. The
source of the funds used to purchase the securities in the transaction
reported herein were existing funds of record of the reporting Persons
as set forth in Item 5(c).
Item 4. Purpose of Transaction.
From September 1997 through January 2000, the reporting Persons
purchased, through the entities described in Item 5(c), shares of the
Company's common stock based on his belief that the Company's share
price was undervalued and represented an attractive investment
opportunity. During this period Mr. Silver has met from time to time
with representatives of management of the Company. In addition, the
Company in 1998 retained Mr. Silver as a financial advisor to
introduce the Company to certain specified companies as prospective
purchasers of the Company. Those agreements terminated in March 1999,
in the case of one company, and May 1999 in the case of two other
- 12 -
<PAGE>
SCHEDULE 13D
companies, and without the prospective purchasers taking any action.
Although Mr. Silver believes that the shares continue to be
undervalued, over time, Mr. Silver became disenchanted with the
Company's management philosophy and lackluster stock performance
and came to the conclusion that he would be best served by disposing
of his interest in the Company. Mr. Silver has requested management
to arrange for the purchase of his interest in the Company, but they
declined to do so.
In early February, Mr Silver, through the affiliated entities,
purchased shares of common stock with the intent that his aggregate
holdings of the Company's common stock would be over five percent
percent, thus necessitating this filing. This action was undertaken by
Mr. Silver in an attempt to increase the liquidity of his holdings by
drawing attention to the depressed value of the Company's common stock
and the resulting opportunities this presents to potential investors
and/or suitors. To further this goal, Mr. Silver has also had
conversations with various parties including a leveraged buy-out firm
regarding the potential sale or merger of the Company and put such
firm, Lincolnshire Management, Inc. ("LMI"), in contact with the
Company. Mr. Silver understands that LMI and the Company have engaged
in discussions regarding the potential sale to LMI of a substantial
equity interest in the Company, but to his knowledge have reached no
agreement. In recognition of Mr. Silver's role in introducing LMI to
the Company, Mr. Silver and LMI entered into a letter agreement on
January 14, 2000 (attached hereto as Exhibit 1), whereby LMI will pay
Mr. Silver a fee if LMI concludes the purchase of the business or
assets of, or a significant equity interest in, the Company.
Notwithstanding his agreement with LMI, Mr. Silver intends to continue
to encourage other persons to explore the potential acquisition or
merger of the Company or the purchase of his interest in the Company.
Furthermore, depending on the price of the Company's common stock,
other investment opportunities and overall market conditions, Mr.
Silver may acquire additional shares or dispose of any or all of his
shares on the open market or in private transactions, on such terms
and at such times as Mr. Silver may deem advisable.
Except as set forth in this Item 4, Mr. Silver does not have any
further plans or proposals which would result in any of the actions
enumerated in clauses (a) - (j) of Item 4 of Schedule 13D under the
Act.
- 13 -
<PAGE>
SCHEDULE 13D
Item 5. Interest in the Securities of the Issuer.
(a) According to the Company's Form 10-K for the fiscal year
ended October 31, 1999, the Company had 4,674,684 shares of common stock
outstanding as of January 13, 2000. Mr. Silver by reason of his power to vote
and dispose of the securities held by the entities listed below, may be deemed
to beneficially own 275,000 shares of the Company's common stock, constituting
5.90% of the total shares outstanding, which are held as follows:
Shares %
(1) Jack Silver and Shirley Silver Foundation 2,500 *
(2) Shirley Silver Trust for Leigh Silver 13,000 *
(3) Shirley Silver Trust for Romy Silver 13,000 *
(4) Sherleigh Associates LLC 12,500 *
(5) Sherleigh Associates, Inc. Profit Sharing Plan 217,000 4.6%
(6) Sherleigh Associates, Inc. Defined Benefit Pension 17,000 *
-------------------
* Less than 1%
(b) Mr. Silver shares the power to vote and dispose of all shares held
by the Jack Silver and Shirley Silver Foundation, of which he and Mrs. Silver
are co-trustees. Shirley Silver is the sole trustee of the Shirley Silver Trust
for Leigh Silver and the Shirley Silver Trust for Romy Silver but has agreed to
share voting and dispositive power over all shares held by such trusts with Mr.
Silver. All other above referenced record owners have given Mr. Silver the sole
power to vote or to direct the vote of the above stated shares; there is no
shared power to vote or to direct the vote of the above stated shares; the above
referenced record owners have given Mr. Silver the sole power to dispose or to
direct the disposition of the above stated shares; there is no shared power to
dispose or to direct the disposition of the above stated shares.
(c) The following is a description of any transaction in the class of
securities reported on that were affected during the past 60 days by Mr. Silver.
- 14 -
<PAGE>
SCHEDULE 13D
(1) Sherleigh Associates Profit Sharing Plan:
Date Shares Purchased Price Total Purchase Price
---- ---------------- ----- --------------------
February 2, 2000 12,000 5.3438 $ 64,125.60
February 3, 2000 3,800 5.6875 21,612.50
February 7, 2000 17,800 5.7500 102,350.00
February 7, 2000 2,500 5.6875 14,368.75
February 8, 2000 4,000 5.9375 23,750.00
February 8, 2000 9,600 5.8750 56,400.00
----- ------ ---------
Total 49,700 --- $282,606.85
===== ====== ----- ===========
The foregoing transactions were consummated via brokerage transactions
which occurred in the 60 day period predating this filing.
(d) Generic Trading, Inc. ("GTI") maintains a margin account for the
benefit of Jack Silver under the name Sherleigh Associates LLC which holds
securities of the Company as well as other companies. GTI is entitled to share
in any profits derived from the sale of any securities held in the account
including securities of the Company. There is no other person known to have the
right to receive or the power to direct the receipt of dividends from or
proceeds from the sale of such securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Pursuant to a letter agreement dated January 14, 2000 (attached
as Exhibit 1 hereto), between LMI and Mr. Silver, Mr. Silver is entitled to a
fee of $500,000 upon the conclusion of the purchase of the business, assets or a
substantial equity interest in the Company by LMI.
Item 7. Material to be filed as Exhibits.
Exhibits
(1) Letter Agreement between Lincolnshire Management, Inc.
and Jack Silver dated January 14, 2000.
- 15 -
<PAGE>
SCHEDULE 13D
SIGNATURES
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
Date: February 11, 2000
/s/ Jack Silver
Jack Silver
JACK SILVER AND SHIRLEY SILVER FOUNDATION
By: /s/ Jack Silver
Name: Jack Silver
Title: Trustee
SHIRLEY SILVER TRUST FOR LEIGH SILVER
By: /s/ Shirley Silver
Name: Shirley Silver
Title: Trustee
SHIRLEY SILVER TRUST FOR ROMY SILVER
By: /s/ Shirley Silver
Name: Shirley Silver
Title: Trustee
SHERLEIGH ASSOCIATES LLC
By: /s/ Jack Silver
Name: Jack Silver
Title: Manager
SHERLEIGH ASSOCIATES, INC. PROFIT SHARING PLAN
By: /s/ Jack Silver
Name: Jack Silver
Title: Trustee
<PAGE>
SCHEDULE 13D
SHERLEIGH ASSOCIATES, INC. DEFINED BENEFIT PENSION
PLAN
By: /s/ Jack Silver
Name: Jack Silver
Title: Trustee
/s/ Shirley Silver
Shirley Silver
<PAGE>
SCHEDULE 13D
AGREEMENT
The undersigned, Jack Silver, Jack Silver and Shirley Silver
Foundation, Shirley Silver Trust for Leigh Silver, Shirley Silver Trust for Romy
Silver, Sherleigh Associates LLC, Sherleigh Associates, Inc. Profit Sharing Plan
and Sherleigh Associates, Inc. Defined Benefit Plan, agree that the statement to
which this exhibit is appended is filed on behalf of each of them.
February 11, 2000
/s/ Jack Silver
Jack Silver
JACK SILVER AND SHIRLEY SILVER
FOUNDATION
By: /s/ Jack Silver
Name: Jack Silver
Title: Trustee
SHIRLEY SILVER TRUST FOR LEIGH SILVER
By: /s/ Shirley Silver
Name: Shirley Silver
Title: Trustee
SHIRLEY SILVER TRUST FOR ROMY SILVER
By: /s/ Shirley Silver
Name: Shirley Silver
Title: Trustee
SHERLEIGH ASSOCIATES LLC
By: /s/ Jack Silver
Name: Jack Silver
Title: Manager
SHERLEIGH ASSOCIATES, INC. PROFIT SHARING
PLAN
By: /s/ Jack Silver
Name: Jack Silver
Title: Trustee
<PAGE>
SCHEDULE 13D
SHERLEIGH ASSOCIATES, INC. DEFINED BENEFIT
PENSION PLAN
By: /s/ Jack Silver
Name: Jack Silver
Title: Trustee
/s/ Shirley Silver
Shirley Silver
<PAGE>
Exhibit 1
[Letterhead of Lincolnshire Management, Inc .]
January 14, 2000
Mr. Jack Silver
660 Madison Avenue
15th Floor
New York, NY 10021
Re: Interstate International Dealer Services, Inc.
Dear Jack:
This letter is to confirm that you have introduced Lincolnshire
Management, Inc. and its affiliates (collectively "Lincolnshire") to Interstate
International Dealer Services, Inc. ("Interstate"), and that you are actively
proceeding with representatives of Interstate in order to effectuate a
transaction between Lincolnshire and Interstate.
In the event that Lincolnshire concludes a transaction with Interstate
in the form of a purchase of the business, assets or substantial equity interest
in Interstate within 12 months from the date hereof, upon terms and conditions
satisfactory to Lincolnshire, then Lincolnshire will pay, or cause to be paid to
your or your designees, a fee in the amount of $500,000 simultaneously with the
successful conclusion of that transaction.
If the foregoing conforms with your understanding of our agreement,
kindly sign the enclosed copy of this letter under the words "Agreed to and
Accepted" and return it to the undersigned.
Very truly yours,
LINCOLNSHIRE MANAGEMENT, INC
By: /s/ Steven J. Kumble
Steven J. Kumble
Chairman
AGREED TO AND ACCEPTED:
/s/ Jack Silver
Jack Silver
<PAGE>
