UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Geerlings & Wade, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
368473 10 4
(CUSIP number)
David J. Roodberg
Liquid Holdings Inc.
1899 L Street, N.W.
Ninth Floor
Washington, D.C. 20036
(202-736-2827)
(Name, address and telephone number of person authorized to receive notices
and communications)
February 22, 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 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 Section 240.13d-7(b)
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 13 Pages)
- ------------------------
*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 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>
SCHEDULE 13D
- -------------------------------------------------------------------------------
CUSIP NO.
368473 10 2
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Liquid Holdings Inc. I.R.S.# 06-1557910
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not Applicable (This Filing is to report a disposition, not a purchase)
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0**
----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0**
----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0**
----------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH: 0**
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0**
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
<PAGE>
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON *
HC, CO
- -------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
** ON FEBRUARY 22, 2000, THE REPORTING PERSON CEASED TO BE THE BENEFICIAL OWNER
OF MORE THAN FIVE PERCENT OF THE SHARES OF COMMON STOCK, PAR VALUE $0.01 PER
SHARE, OF GEERLINGS & WADE, INC. (THE "COMMON STOCK"). AS OF SUCH DATE, THE
REPORTING PERSON CEASED TO OWN BENEFICIALLY ANY SHARES OF COMMON STOCK.
<PAGE>
SCHEDULE 13D
- -------------------------------------------------------------------------------
CUSIP NO.
368473 10 2
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nextra Fund I LLC (f/k/a Liquid Experience II LLC) I.R.S.# 06-1557981
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not Applicable (This Filing is to report a disposition, not a purchase)
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0**
--------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0**
--------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0**
--------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH: 0**
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0**
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
<PAGE>
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON *
OO
- -------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
** ON FEBRUARY 22, 2000, THE REPORTING PERSON CEASED TO BE THE BENEFICIAL OWNER
OF MORE THAN FIVE PERCENT OF THE SHARES OF COMMON STOCK, PAR VALUE $0.01 PER
SHARE, OF GEERLINGS & WADE, INC. (THE "COMMON STOCK"). AS OF SUCH DATE, THE
REPORTING PERSON CEASED TO OWN BENEFICIALLY ANY SHARES OF COMMON STOCK.
<PAGE>
SCHEDULE 13D
- -------------------------------------------------------------------------------
CUSIP NO.
368473 10 2
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ronald S. Haft I.R.S.# ###-##-####
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not Applicable (This Filing is to report a disposition, not a purchase)
- -------------------------------------------------------------------------------
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 7 SOLE VOTING POWER
SHARES 0**
--------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0**
--------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0**
--------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH: 0**
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0**
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
<PAGE>
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON *
IN
- -------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
** ON FEBRUARY 22, 2000, THE REPORTING PERSON CEASED TO BE THE BENEFICIAL OWNER
OF MORE THAN FIVE PERCENT OF THE SHARES OF COMMON STOCK, PAR VALUE $0.01 PER
SHARE, OF GEERLINGS & WADE, INC. (THE "COMMON STOCK"). AS OF SUCH DATE, THE
REPORTING PERSON CEASED TO OWN BENEFICIALLY ANY SHARES OF COMMON STOCK.
<PAGE>
INTRODUCTION
This Amendment No. 1 to Schedule 13D (this "Amendment") is intended to
amend and supplement certain information set forth in the Schedule 13D filed on
October 8, 1999 by Liquid Holdings Inc., a Delaware corporation, with Liquid
Holdings, Nextra Fund I LLC (f/k/a Liquid Experience II LLC), a Delaware
limited liability company, and Ronald S. Haft as reporting persons (the
"Initial Filing").
ITEM 1. SECURITY AND ISSUER
The title of the class of equity securities to which this Amendment
relates is the common stock, par value $0.01 per share (the "Common Stock"), of
Geerlings & Wade, Inc., a Massachusetts corporation (the "Issuer"). The address
of the Issuer's principal executive offices is 960 Turnpike Street, Canton,
Massachusetts 02021.
ITEM 2. IDENTITY AND BACKGROUND.
This Amendment is being filed by Liquid Holdings Inc., a Delaware
corporation (the "Parent"). The Parent was formed specifically for the purpose
of consummating the transactions contemplated by the Merger Agreement (as
hereinafter defined). It currently owns 100% of the issued and outstanding
capital stock of Liquid Acquisition Corp., a Massachusetts corporation (the
"Purchaser"), also formed specifically for the purpose of consummating the
transactions contemplated by the Merger Agreement.
The persons reporting information in this Amendment include Nextra Fund I
LLC (f/k/a Liquid Experience II LLC), a Delaware limited liability company
("Nextra"), which owns 10,000 shares of the common stock, $0.01 par value per
share, of the Parent, representing 100% of the issued and outstanding capital
stock of the Parent, and Ronald S. Haft ("RSH," and collectively with Nextra
and Parent, the "Reporting Persons"), an individual who owns a 100% interest in
Nextra.
The Parent's principal business address and principal office address is
1899 L Street, N.W., Ninth Floor, Washington, D.C. 20036; its telephone number
is (202) 293-4500.
The business address of Nextra is 1899 L Street, N.W., Ninth Floor,
Washington, D.C. 20036. The business address of RSH is 1899 L Street, N.W.,
Ninth Floor, Washington, D.C. 20036.
Nextra was formed specifically for the purpose of providing equity
financing for the Parent to provide capital for the transactions contemplated
by the Merger Agreement.
RSH is the Chief Executive Officer of Combined Properties, Inc. ("Combined
Properties"). Combined Properties is engaged in the development and operation
of shopping malls.
The names of the directors and executive officers of each of the Parent
and Nextra, their respective business addresses, citizenship, and present
principal occupation or employment and the names, principal business and
address of any corporations or other organizations in which such employment is
conducted, are set forth on Schedule I attached hereto, which Schedule I is
specifically incorporated herein by reference.
During the last five years, none of the Reporting Persons or, to the best
knowledge of each of the Reporting Persons, any of the persons named in
Schedule I attached hereto, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
During the last five years, none of the Reporting Persons or, to the best
knowledge of each of the Reporting Persons, any of the individuals named in
Schedule I attached hereto, has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
it 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.
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This Amendment relates specifically to the termination of that certain
Agreement and Plan of Merger, dated as of September 27, 1999, among Parent,
Purchaser and the Issuer (as amended, the "Merger Agreement"), and certain
related agreements. The transactions reported in the Initial Filing were not
effected and the funds necessary to effect the acquisition of shares of Common
Stock were therefore not utilized.
ITEM 4. PURPOSE OF TRANSACTION.
As reported in the Initial Filing, pursuant to the Merger Agreement,
Purchaser was to merge with and into the Issuer, with the Issuer as the
surviving corporation (the "Merger"). In connection with the Merger Agreement,
certain shareholders of the Issuer executed a Stockholder Agreement (the
"Stockholder Agreement") and the Issuer executed a Company Option Agreement
(the "Company Option Agreement").
Pursuant to the Stockholder Agreement, one of the shareholders party
thereto granted the Parent, or an affiliate of Parent, an option (the
"Stockholder Option") to purchase, upon the occurrence of certain specified
events which are not within the control of the Parent, up to 543,333 shares of
Common Stock owned by such shareholder at a purchase price of $10.00 per share.
In addition, each shareholder party thereto agreed, so long as the Stockholder
Agreement remained in effect, among other things, to vote his shares of Common
Stock in favor of the Merger Agreement and the Merger.
As reported in the Initial Filing, one of the shareholders party to the
Stockholder Agreement entered into a Supplemental Agreement (the "Supplemental
Agreement") with BankBoston, N.A. (the "Bank") at the time the Merger Agreement
was executed. Pursuant to such Supplemental Agreement, the Bank and such
shareholder agreed that they would cause the shareholder's shares of Common
Stock, which had previously been pledged by the shareholder to the Bank as
collateral on certain loans, to be voted in accordance with the provisions of
the Stockholder Agreement.
Pursuant to the Company Option Agreement, the Issuer granted the Parent,
or an affiliate of the Parent, an option (the "Company Option") to purchase,
upon the occurrence of certain specified events which are not within the
control of the Parent, up to 271,667 shares of authorized but unissued shares
of Common Stock at a purchase price of $10.00 per share.
On February 22, 2000, the Merger Agreement automatically terminated
pursuant to Section 6.1(f) thereof. Upon such termination, the Stockholder
Agreement and the Company Option Agreement, along with the Stockholder Option
and the Company Option, and the Supplemental Agreement automatically
terminated. Accordingly, the Reporting Persons ceased to have rights concerning
the voting or disposition of Common Stock as contemplated in the Stockholder
Agreement, the Company Option Agreement and the Supplemental Agreement. As of
February 22, 2000, therefore, none of the Reporting Persons beneficially owned
any shares of Common Stock.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a) - (b) None of the Reporting Persons beneficially owns any shares of
Common Stock.
(c) Other than as set forth herein, there have been no transactions in the
shares of Common Stock effected during the past 60 days by any of the Reporting
Persons and, to the best knowledge of each of the Reporting Persons, there have
been no transactions in the shares of Common Stock effected during the past 60
days by any of the individuals named in Schedule I attached hereto.
(d) Not Applicable.
(e) Each of the Reporting Persons ceased to be the beneficial owner of
more than five percent (5%) of the shares of Common Stock on February 22, 2000.
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
None.
* * *
This statement speaks as of its date, and no inference should be drawn
that no change has occurred in the facts set forth herein after the date
hereof.
<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.
LIQUID HOLDINGS INC.
By: /s/ David J. Roodberg
--------------------------------
Name: David J. Roodberg
Title: Executive Vice President
and Treasurer
NEXTRA FUND I LLC
(f/k/a Liquid Experience II LLC)
By: /s/ Ronald S. Haft
--------------------------------
Name: Ronald S. Haft
Title: Managing Member
/s/ Ronald S. Haft
------------------------------------
Ronald S. Haft, individually
Dated: March 13, 2000
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE I
LIQUID HOLDINGS INC.
DIRECTORS:
<S> <C> <C>
Name and Business Address Principal Occupation Business of Employer
Ronald S. Haft Chief Executive Officer See Item 2 above
Combined Properties, Inc. of Combined Properties
1899 L Street, N.W.
Ninth Floor
Washington, D.C. 20036
Mr. Haft is a citizen of the United States.
EXECUTIVE OFFICERS:
Name and Business Address Principal Occupation Business of Employer
Ronald S. Haft Chief Executive Officer See Item 2 above
Combined Properties, Inc. of Combined Properties
1899 L Street, N.W.
Ninth Floor
Washington, D.C. 20036
David J. Roodberg Executive Vice President See Item 2 above
Combined Properties, Inc. of Combined Properties
1899 L Street, N.W.
Ninth Floor
Washington, D.C. 20036
Michael Leavitt President of Windlass Consulting,
Windlass Corporation Corporation specializing in development
10 Monmouth Court of business, strategic,
Brookline, MA 02446 marketing and financial
plans.
All of the foregoing persons are citizens of the United States.
<PAGE>
NEXTRA FUND I LLC
MANAGERS:
Name and Business Address Principal Occupation Business of Employer
Ronald S. Haft Chief Executive Officer See Item 2 above
Combined Properties, Inc. of Combined Properties
1899 L Street, N.W.
Ninth Floor
Washington, D.C. 20036
</TABLE>
Mr. Haft is a citizen of the United States.
EXECUTIVE OFFICERS:
None
