<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
S C H E D U L E 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ENTERACTIVE, INC.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
293636106
(CUSIP Number)
Copy to:
Seneca Ventures Stephen A. Cohen, Esq.
68 Wheatley Road Morrison Cohen Singer & Weinstein, LLP
Brookville, New York 11545 750 Lexington Avenue
Telephone (516) 626-3070 New York, New York 10022
Telephone (212) 735-8600
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
May 21, 1996
(Date of Event which Requires Filing 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 space ______.
Check the following space if a fee is being paid with the statement ____.
(A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1; and (2)
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 13d-1(a) 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).
(Continued on following page(s))
- 1 of 34 -
<PAGE>
CUSIP
No. 293636106 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Barry Rubenstein
2 Check the Appropriate Box if a Member of a Group* (a) /X/
(b) / /
3 SEC Use Only
4 Source of Funds* PF, WC, OO
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization United States
7 Sole Voting Power
Number of 232,500 shares 3.1%
Shares
Beneficially 8 Shared Voting Power
Owned By 732,592 shares 10%
Each
Reporting 9 Sole Dispositive Power
Person 232,500 shares 3.1%
With
10 Shared Dispositive Power
732,592 shares 10%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
965,092 shares
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* / /
13 Percent of Class Represented by Amount in Row (11)
12.8%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- 2 of 34 -
<PAGE>
CUSIP
No. 293636106 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Woodland Venture Fund
2 Check the Appropriate Box if a Member of a Group* (a) /X/
(b) / /
3 SEC Use Only
4 Source of Funds* WC, OO
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization New York
7 Sole Voting Power
135,844 shares 1.9%
Number of
Shares 8 Shared Voting Power
Beneficially 0 shares 0%
Owned By
Each 9 Sole Dispositive Power
Reporting 135,844 shares 1.9%
Person
With 10 Shared Dispositive Power
0 shares 0%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
135,844 shares
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* / /
13 Percent of Class Represented by Amount in Row (11)
1.9%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- 3 of 34 -
<PAGE>
CUSIP
No. 293636106 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Seneca Ventures
2 Check the Appropriate Box if a Member of a Group* (a) /X/
(b) / /
3 SEC Use Only
4 Source of Funds* WC, OO
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization New York
7 Sole Voting Power
Number of 82,922 shares 1.1%
Shares
Beneficially 8 Shared Voting Power
Owned By 0 shares 0%
Each
Reporting 9 Sole Dispositive Power
Person 82,922 shares 1.1%
With
10 Shared Dispositive Power
0 shares 0%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
82,922 shares
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* / /
13 Percent of Class Represented by Amount in Row (11)
1.1%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- 4 of 34 -
<PAGE>
CUSIP
No. 293636106 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Woodland Services Corp.
2 Check the Appropriate Box if a Member of a Group*
(a) /X/
(b) / /
3 SEC Use Only
4 Source of Funds* WC, OO
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization New York
7 Sole Voting Power
Number of 0 shares 0%
Shares
Beneficially 8 Shared Voting Power
Owned By 218,766 shares 3.0%
Each
Reporting 9 Sole Dispositive Power
Person 0 shares 0%
With
10 Shared Dispositive Power
218,766 shares 3.0%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
218,766 shares
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* / /
13 Percent of Class Represented by Amount in Row (11)
3.0%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- 5 of 34 -
<PAGE>
CUSIP
No. 293636106 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
21st Century Communications Partners, L.P.
2 Check the Appropriate Box if a Member of a Group*
(a) / /
(b) / /
3 SEC Use Only
4 Source of Funds* OO
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization Delaware
7 Sole Voting Power
Number of 279,835 shares 3.8%
Shares
Beneficially 8 Shared Voting Power
Owned By 131,687 shares 1.8%
Each
Reporting 9 Sole Dispositive Power
Person 279,835 shares 3.8%
With
10 Shared Dispositive Power
131,687 shares 1.8%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
411,522 shares
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* / /
13 Percent of Class Represented by Amount in Row (11)
5.6%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- 6 of 34 -
<PAGE>
CUSIP
No. 293636106 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
21st Century Communications T-E Partners, L.P.
2 Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
3 SEC Use Only
4 Source of Funds* OO
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization Delaware
7 Sole Voting Power
Number of 98,765 shares 1.3%
Shares
Beneficially 8 Shared Voting Power
Owned By 312,757 shares 4.3%
Each
Reporting 9 Sole Dispositive Power
Person 98,765 shares 1.3%
With
10 Shared Dispositive Power
312,757 shares 4.3%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
411,522 shares
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* / /
13 Percent of Class Represented by Amount in Row (11)
5.6%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- 7 of 34 -
<PAGE>
CUSIP
No. 293636106 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
21st Century Communications Foreign Partners, L.P.
2 Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
3 SEC Use Only
4 Source of Funds* OO
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization Delaware
7 Sole Voting Power
Number of 32,922 shares 0.4%
Shares
Beneficially 8 Shared Voting Power
Owned By 378,600 shares 5.2%
Each
Reporting 9 Sole Dispositive Power
Person 32,922 shares 0.4%
With
10 Shared Dispositive Power
378,600 shares 5.2%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
411,522 shares
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* / /
13 Percent of Class Represented by Amount in Row (11)
5.6%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- 8 of 34 -
<PAGE>
CUSIP
No. 293636106 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Michael J. Marocco
2 Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
3 SEC Use Only
4 Source of Funds* OO
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization United States
7 Sole Voting Power
0 shares 0%
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 411,522 shares 5.6%
Each
Reporting 9 Sole Dispositive Power
Person 0 shares 0%
With
10 Shared Dispositive Power
411,522 shares 5.6%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
411,522 shares
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* / /
13 Percent of Class Represented by Amount in Row (11)
5.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- 9 of 34 -
<PAGE>
CUSIP
No. 293636106 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Barry Lewis
2 Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
3 SEC Use Only
4 Source of Funds* OO
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization United States
7 Sole Voting Power
0 shares 0%
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 411,522 shares 5.6%
Each
Reporting 9 Sole Dispositive Power
Person 0 shares 0%
With
10 Shared Dispositive Power
411,522 shares 5.6%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
411,522 shares
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* / /
13 Percent of Class Represented by Amount in Row (11)
5.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- 10 of 34 -
<PAGE>
CUSIP
No. 293636106 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
John Kornreich
2 Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
3 SEC Use Only
4 Source of Funds* OO
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization United States
7 Sole Voting Power
0 shares 0%
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 411,522 shares 5.6%
Each
Reporting 9 Sole Dispositive Power
Person 0 shares 0%
With
10 Shared Dispositive Power
411,522 shares 5.6%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
411,522 shares
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* / /
13 Percent of Class Represented by Amount in Row (11)
5.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- 11 of 34 -
<PAGE>
CUSIP
No. 293636106 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Harvey Sandler
2 Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
3 SEC Use Only
4 Source of Funds* OO
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization United States
7 Sole Voting Power
Number of 0 shares 0%
Shares
Beneficially 8 Shared Voting Power
Owned By 411,522 shares 5.6%
Each
Reporting 9 Sole Dispositive Power
Person 0 shares 0%
With
10 Shared Dispositive Power
411,522 shares 5.6%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
411,522 shares
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* / /
13 Percent of Class Represented by Amount in Row (11)
5.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- 12 of 34 -
<PAGE>
CUSIP
No. 293636106 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Andrew Sandler
2 Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
3 SEC Use Only
4 Source of Funds* OO
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization United States
7 Sole Voting Power
Number of 0 shares 0%
Shares
Beneficially 8 Shared Voting Power
Owned By 411,522 shares 5.6%
Each
Reporting 9 Sole Dispositive Power
Person 0 shares 0%
With
10 Shared Dispositive Power
411,522 shares 5.6%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
411,522 shares
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* / /
13 Percent of Class Represented by Amount in Row (11)
5.6%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- 13 of 34 -
<PAGE>
CUSIP
No. 293636106 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Barry Fingerhut
2 Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
3 SEC Use Only
4 Source of Funds* WC, OO
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization United States
7 Sole Voting Power
Number of 20,000 shares 0.3%
Shares
Beneficially 8 Shared Voting Power
Owned By 493,826 shares 6.7%
Each
Reporting 9 Sole Dispositive Power
Person 20,000 shares 0.3%
With
10 Shared Dispositive Power
493,825 shares 6.7%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
513,826 shares
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* / /
13 Percent of Class Represented by Amount in Row (11)
7.0%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- 14 of 34 -
<PAGE>
CUSIP
No. 293636106 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Irwin Lieber
2 Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
3 SEC Use Only
4 Source of Funds* WC, OO
5 Check Box if Disclosure of Legal Proceedings is Required / /
6 Citizenship or Place of Organization United States
7 Sole Voting Power
Number of 42,000 shares 0.6%
Shares
Beneficially 8 Shared Voting Power
Owned By 493,826 shares 6.7%
Each
Reporting 9 Sole Dispositive Power
Person 42,000 shares 0.6%
With
10 Shared Dispositive Power
493,826 shares 6.7%
11 Aggregate Amount Beneficially Owned By Each Reporting Person
535,826 shares
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* / /
13 Percent of Class Represented by Amount in Row (11)
7.3%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- 15 of 34 -
<PAGE>
This statement, dated May 21, 1996, constitutes Amendment No. 1 to the
Schedule 13D, dated September 11, 1995, regarding the reporting persons
ownership of certain securities of Enteractive, Inc. (the "Issuer").
The Schedule 13D is hereinafter referred to as the "Schedule." All
capitalized terms used herein and otherwise undefined shall have the meanings
ascribed in the Schedule.
This Amendment No. 1 to the Schedule is filed in accordance with Rule
13d-2 of the Securities Exchange Act of 1934, as amended, by the reporting
persons. It shall refer only to information which has materially changed since
the filing of the Schedule.
ITEM 1. Security and Issuer
(a) Common Stock, $0.01 par value per share (CUSIP No. 293636106).
(b) Non-Redeemable Common Stock Purchase Warrant ("Warrant"),
expiring on October 20, 1997, entitling the holder thereof to purchase one share
of Common Stock at $4.00 per share, exercisable either as of October 20, 1995 or
as of May 15, 1996 (CUSIP No. 293636114).
(c) Option ("Option") to purchase 50,000 shares of Common
Stock, expiring January 3, 2004, entitling the holder thereof to purchase the
Common Stock at $2.35 per share, exercisable as of January 3, 1995.
(d) Non-Qualified Stock Option ("Non-Qualified Option") to
purchase 125,000 shares of Common Stock, expiring on November 10, 2004,
entitling the holder thereof to purchase the Common Stock at $3.75 per share,
exercisable commencing on November 10, 1995.
(e) Enteractive, Inc.
Suite 2100
110 West 40th Street
New York, New York 10018
ITEM 2. Identity and Background
1. (a) Barry Rubenstein, a general partner of Seneca Ventures and
Woodland Venture Fund and Applewood Associates, L.P. ("Applewood"),
President and a director of InfoMedia Associates, Ltd. ("Infomedia"),
President, sole director and sole shareholder of Woodland Services, Corp.,
an officer and director of Applewood Capital
- 16 of 34 -
<PAGE>
Corp. ("AC Corp."), an officer and shareholder of Dalewood Associates,
Inc., a general partner of Dalewood Associates, L.P. ("Dalewood") a general
partner of Applewood, and a trustee of the Marilyn and Barry Rubenstein
Family Foundation (the "Foundation").
(b) Address:
68 Wheatley Road
Brookville, New York 11545
(c) Principal Occupation: General Partner of partnerships and
limited partnerships engaged in the investment business.
(d) No.
(e) No.
(f) Citizenship: United States.
2. (a) Woodland Venture Fund, a limited partnership organized
under the laws of the State of New York (the "Fund").
(b) Address:
68 Wheatley Road
Brookville, New York 11545
(c) Principal Business: Investments.
(d) No.
(e) No.
Woodland Services Corp. and Barry Rubenstein are the
general partners of the Fund. The limited partners of the Fund include certain
other investors.
3. (a) Woodland Services Corp., a corporation organized under
the laws of the State of New York ("Services").
(b) Address:
68 Wheatley Road
Brookville, New York 11545
(c) Principal Business: Investments.
- 17 of 34 -
<PAGE>
(d) No.
(e) No.
Barry Rubenstein is the President and sole director of
Services, and owns all of Service's outstanding shares of common stock, no par
value.
4. (a) Seneca Ventures, a limited partnership organized under the
laws of the State of New York ("Seneca").
(b) Address:
68 Wheatley Road
Brookville, New York 11545
(c) Principal Business: Investments.
(d) No.
(e) No.
The general partners of Seneca are Barry Rubenstein and
Services. The limited partners of Seneca include certain other investors.
5. (a) 21st Century Communications Partners, L.P., a limited
partnership organized under the laws of the State of Delaware ("21st Century").
(b) Address:
767 Fifth Avenue, 45th Floor
New York, New York 10153
(c) Principal Occupation: Investments.
(d) No.
(e) No.
Sandler Investment Partners, L.P. ("SIP") and InfoMedia
are the general partners of 21st Century. The limited partners of 21st Century
include certain other investors.
6. (a) 21st Century Communications T-E Partners, L.P., a limited
partnership organized under the laws of the State of Delaware ("T-E").
- 18 of 34 -
<PAGE>
(b) Address:
767 Fifth Avenue, 45th Floor
New York, New York 10153
(c) Principal Occupation: Investments.
(d) No.
(e) No.
SIP and InfoMedia are the general partners of T-E. The
limited partners of T-E include certain other investors.
7. (a) 21st Century Communications Foreign Partners, L.P., a limited
partnership organized under the laws of the State of Delaware ("Foreign").
(b) Address:
c/o Fiduciary Trust (Cayman) Limited
P.O. Box 1062
Grand Cayman, B.W.I.
(c) Principal Occupation: Investments.
(d) No.
(e) No.
SIP, 21st Century Management and InfoMedia are the
general partners of Foreign. The limited partners of Foreign include certain
other investors.
8. (a) Michael J. Marocco, director, officer and sole shareholder
of MJM Media Corp.
(b) Address:
767 Fifth Avenue, 45th Floor
New York, New York 10153
(c) Principal Business: General Partner of partnerships and
limited partnerships engaged in the investment business.
(d) No.
(e) No.
- 19 of 34 -
<PAGE>
(f) Citizenship: United States.
MJM Media is a general partner of Sandler Capital
Management ("SCM"), which is the general partner of SIP, a general partner of
21st Century, T-E and Foreign.
9. (a) Barry Lewis, director and majority shareholder of EMEBE
Corp.
(b) Address:
767 Fifth Avenue, 45th Floor
New York, New York 10153
(c) Principal Business: General Partner of partnerships and
limited partnerships engaged in the investment business.
(d) No.
(e) No.
(f) Citizenship: United States.
EMEBE Corp. is a general partner of SCM, which is the
general partner of SIP, a general partner of 21st Century, T-E and Foreign.
10. (a) John Kornreich, director and majority shareholder of Four
JK Corp.
(b) Address:
767 Fifth Avenue, 45th Floor
New York, New York 10153
(c) Principal Business: General Partner of partnerships and
limited partnerships engaged in the investment business.
(d) No.
(e) No.
(f) Citizenship: United States.
Four JK Corp. is a general partner of SCM, which is the
general partner of SIP, a general partner of 21st Century, T-E and Foreign.
11. (a) Harvey Sandler, sole shareholder of ARH Corp.
- 20 of 34 -
<PAGE>
(b) Address:
767 Fifth Avenue, 45th Floor
New York, New York 10153
(c) Principal Occupation: General Partner of partnerships and
limited partnerships engaged in the investment business.
(d) No.
(e) No.
(f) Citizenship: United States.
ARH Corp. is a general partner of SCM, which is the general partner of
SIP, a general partner of 21st Century, T-E and Foreign.
12. (a) Andrew Sandler, a manager and majority member of ALSI,
LLC.
(b) Address:
767 Fifth Avenue, 45th Floor
New York, New York 10153
(c) Principal Occupation: General Partner of partnerships and
limited partnerships engaged in the investment business.
(d) No.
(e) No.
(f) Citizenship: United States.
ALSI, LLC is a general partner of SCM, which is the general partner of
SIP, a general partner of 21st Century, T-E and Foreign.
13. (a) Barry Fingerhut, is a shareholder, Executive Vice President
and director of InfoMedia, a general partner of Applewood, and an officer and
director of AC Corp., a general partner of Applewood.
(b) Address:
767 Fifth Avenue
New York, New York 10153
(c) Principal Occupation: Investment adviser.
- 21 of 34 -
<PAGE>
(d) No.
(e) No.
(f) United States.
InfoMedia is a general partner of 21st Century, T-E and Foreign.
14. (a) Irwin Lieber, is a shareholder, Secretary and Treasurer and
a director of InfoMedia, a general partner of Applewood, and an officer and
director of AC Corp., a general partner of Applewood.
(b) Address:
767 Fifth Avenue
New York, New York 10153
(c) Principal Occupation: Investment adviser.
(d) No.
(e) No.
(f) United States.
InfoMedia is a general partner of 21st Century, T-E and Foreign.
ITEM 3. Source and Amounts of Funds or Other Consideration
The individual reporting person obtained funds for the purchase of
their securities from personal funds, working capital and/or other funds. The
partnerships obtained funds for the purchase of their securities from their
respective working capital and/or other funds.
On June 16, 1995, Rev-Wood Merchant Partners ("Rev-Wood"),
of which Barry Rubenstein is a general partner, made a capital distribution to
Mr. Rubenstein in the form of the Option. The Issuer previously granted to
Rev-Wood options to purchase 100,000 shares of Common Stock as of January 3,
1994.
The Board of Directors of the Issuer approved the grant of the
Non-Qualified Option to Barry Rubenstein, as of November 10, 1994, under the
Issuer's 1994 Stock Option Plan for Consultants.
- 22 of 34 -
<PAGE>
On August 31, 1994, Rev-Wood acquired restricted shares of
Common Stock in a private transaction. On December 2, 1994 Rev-Wood
distributed 37,500 restricted shares of Common Stock to Mr. Rubenstein.
In January 1996, Seneca, the Fund, the Foundation, Applewood,
Dalewood, 21st Century, T-E, and Foreign purchased units ("January Units")
consisting of an unsecured convertible promissory note in the principal amount
of $50,000 ("Convertible Note") and 10,000 warrants ("January Warrant"). Upon
the consummation of a public offering by the Issuer, the January Warrants are
exchangable for Warrants and the Convertible Notes, at the option of the holder,
are exchangable for cash or Common Stock and Warrants. On May 21, 1996, the
Issuer consummated a public offering, pursuant to which Seneca, the Fund,
Applewood, 21st Century, T-E, and Foreign received Common Stock and Warrants for
their Convertible Notes, and the Foundation and Dalewood elected to receive
cash. Each of Seneca, the Fund, the Foundation, Applewood, Dalewood, 21st
Century, T-E, and Foreign received Warrants for their January Warrants, which
such reporting persons had sold on May 16, 1996.
Pursuant to an agreement with GKN Securities Corp. ("GKN"), the
reporting persons have agreed that they will not sell any of their shares of
Common Stock without the consent of GKN until the earlier of (i) May 15, 1998
or (ii) the twentieth day after the end of the second consecutive whole fiscal
quarter after May 15, 1996 during which the Issuer has positive net income on a
consolidated basis.
The amount of funds used in making the purchases of the shares of
Common Stock in the over-the-counter market and in private transactions are set
forth below:
Name Amount of Consideration
---- -----------------------
Seneca Ventures $287,500
Woodland Venture Fund $465,000
Barry Rubenstein Rollover IRA $40,000
Barry Rubenstein $62,250
21st Century Communications
Partners, L.P. $850,000
21st Century Communications
T-E Partners, L.P. $300,000
21st Century Communications
Foreign Partners, L.P. $100,000
ITEM 4. Purpose of Transaction.
The reporting persons acquired their securities for purposes of
investment.
- 23 of 34 -
<PAGE>
The Reporting Persons do not have any plans or proposals which
relate to or would result in any of the actions set forth in subparagraphs (a)
through (j) of Item 4 of Schedule 13D.
ITEM 5. Interests in Securities of the Issuer.
(a) The following list sets forth the aggregate number and
percentage (based on 7,341,435 shares of Common Stock outstanding as reported
in the Issuer's Prospectus dated May 15, 1996) of outstanding shares of Common
Stock owned beneficially by each reporting person named in Item 2, as of May 21,
1996:
Shares of Percentage of Shares
Common Stock of Common Stock
Name Beneficially Owned(1) Beneficially Owned(1)
Barry Rubenstein 965,092(2) 12.8%
Woodland Venture Fund 135,844 1.9%
Seneca Ventures 82,922 1.1%
Woodland Services Corp. 218,766(2) 3.0%
21st Century Communications 411,522(3) 5.6%
Partners, L.P.
21st Century Communications T-E 411,522(4) 5.6%
Partners, L.P.
21st Century Communications Foreign 411,522(5) 5.6%
Partners, L.P.
- --------
(1) Includes shares of Common Stock issuable upon the exercise of the
Warrants.
(2) The reporting person disclaims beneficial ownership of these
securities, except to the extent of his equity interest
therein.
(3) Includes 279,835 shares of Common Stock. 21st Century
disclaims beneficial ownership of 98,765 shares of Common
Stock owned by T-E and 32,922 shares of Common Stock owned by
Foreign.
(4) Includes 98,765 shares of Common Stock. T-E disclaims
beneficial ownership of 279,835 shares of Common Stock owned
by 21st Century and 32,922 shares of Common Stock owned by
Foreign.
(5) Includes 32,922 shares of Common Stock. Foreign disclaims
beneficial ownership of 279,835 shares of Common Stock owned
by 21st Century and 98,765 shares of Common Stock owned by
T-E.
- 24 of 34 -
<PAGE>
<TABLE>
<CAPTION>
Shares of Percentage of Shares
Common Stock of Common Stock
Name Beneficially Owned(1) Beneficially Owned(1)
- ---- ------------------ ------------------
<S> <C> <C>
Michael J. Marocco 411,522(6) 5.6%
Barry Lewis 411,522(6) 5.6%
John Kornreich 411,522(6) 5.6%
Harvey Sandler 411,522(6) 5.6%
Andrew Sandler 411,522(6) 5.6%
Barry Fingerhut 513,826(6) 7.0%
Irwin Lieber 535,826(6) 7.3%
</TABLE>
(b) Barry Rubenstein has sole power to vote and dispose of 232,500 shares
of Common Stock. By virtue of being a shareholder, officer and director of
InfoMedia, a shareholder and officer of Dalewood and a general partner of
Applewood, Seneca and the Fund, Barry Rubenstein may be deemed to have shared
power to vote and to dispose of 732,592 shares of Common Stock, representing
approximately 10% of the outstanding Common Stock.
By virtue of being the sole shareholder, officer and
director of MJM Media Corp., Michael J. Marocco may be deemed to have shared
power to vote and to dispose of 411,522 shares of Common Stock, representing
approximately 5.6% of the outstanding Common Stock.
By virtue of being the majority shareholder and
director of EMEBE Corp., Barry Lewis may be deemed to have shared power to vote
and to dispose of 411,522 shares of Common Stock, representing approximately
5.6% of the outstanding Common Stock.
By virtue of being the majority shareholder and
director of Four JK Corp., John Kornreich may be deemed to have shared power to
vote and to dispose of 411,522 shares of Common Stock, representing
approximately 5.6% of the outstanding Common Stock.
By virtue of being the sole shareholder of ARH Corp.,
Harvey Sandler may be deemed to have shared power to vote and to dispose of
411,522 shares of Common Stock, representing approximately 5.6% of the
outstanding Common Stock.
By virtue of being a manager and majority member of
ALSI, LLC, Andrew Sandler may be deemed to have shared power to vote and to
dispose of 411,522 shares of Common Stock, representing approximately 5.6% of
the outstanding Common Stock.
- --------
(6) The reporting person disclaims beneficial ownership of these
securities, except to the extent of his equity interest
therein.
- 25 of 34 -
<PAGE>
Barry Fingerhut has sole power to vote and dispose of
20,000 shares of Common Stock underlying the Warrants. By virtue of being a
shareholder, officer and director of InfoMedia and a general partner of
Applewood, Barry Fingerhut may be deemed to have shared power to vote and to
dispose of 493,826 shares of Common Stock, representing approximately 6.7% of
the outstanding Common Stock.
Irwin Lieber has sole power to vote and dispose of
5,000 shares of Common Stock and 37,000 shares of Common Stock underlying the
Warrants. By virtue of being a shareholder, officer and director of InfoMedia
and a general partner of Applewood, Irwin Lieber may be deemed to have shared
power to vote and to dispose of 493,826 shares of Common Stock, representing
approximately 6.7% of the outstanding Common Stock.
(c) The following is a description of all transactions in
shares of Common Stock of the Issuer by the persons identified in Item 2 of this
Schedule 13D effected from March 22, 1996 through May 21, 1996, inclusive:
<TABLE>
<CAPTION>
Purchase or Number of Warrants Purchase or
Name of Shareholder Sale Date Purchased or (Sold) Sale Price
- ------------------- ----------- ------------------- ------------
<S> <C> <C> <C>
21st Century Communications 05/16/96 (729,670) $.95
Partners, L.P.
21st Century Communications 05/16/96 (257,530) $.95
T-E Partners, L.P.
21st Century Communications 05/16/96 (85,844) $.95
Foreign Partners, L.P.
Seneca Ventures 05/16/96 (85,844) $1.00
Woodland Venture Fund 05/16/96 (171,688) $1.00
</TABLE>
21st Century, T-E, Foreign, Seneca and the Fund sold their Warrants on
May 16, 1996, however such Warrants were not issued to them until the
consummation of a public offering by the Issuer on May 21, 1996.
In addition, Applewood sold 214,608 Warrants at $1.00 per Warrant and
Dalewood sold 40,000 Warrants at $1.00 per Warrant.
(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 such securities.
(e) Not applicable.
- 26 of 34 -
<PAGE>
ITEM 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
(a) The Fund is a limited partnership established and governed
by New York law and a partnership agreement. Pursuant to such agreement,
voting and investment power over the shares of Common Stock held by the Fund
is vested in its general partners - Barry Rubenstein and Services. The limited
partners have no voting or investment power over the shares of Common Stock
held by the Fund.
(b) Seneca is a limited partnership established and governed by
New York law and a partnership agreement. Pursuant to such agreement, voting
and investment power over the shares of Common Stock held by Seneca is vested
in its general partners - Barry Rubenstein and Services. The limited partners
have no voting or investment power over the shares of Common Stock held by
Seneca.
(c) 21st Century is a limited partnership established and
governed by Delaware law and a partnership agreement. Pursuant to such
agreement, voting and investment power over the shares of Common Stock held
by 21st Century is vested in its general partners - SIP and InfoMedia. The
limited partners have no voting or investment power over the shares of Common
Stock held by 21st Century.
(d) T-E is a limited partnership established and governed by
Delaware law and a partnership agreement. Pursuant to such agreement, voting
and investment power over the shares of Common Stock held by T-E is vested in
its general partners - SIP and InfoMedia. The limited partners have no voting
or investment power over the shares of Common Stock held by T-E.
(e) Foreign is a limited partnership established and governed by
Delaware law and a partnership agreement. Pursuant to such agreement, voting
and investment power over the shares of Common Stock held by Foreign is vested
in its general partners - SIP and InfoMedia. The limited partners have no
voting or investment power over the shares of Common Stock held by Foreign.
(f) Except for the circumstances discussed or referred to in
paragraphs (a) through (e) above, there are no contracts, arrangements,
understandings, or relationships with respect to the securities of the Issuer
among any of the persons reporting in this Schedule.
- 27 of 34 -
<PAGE>
ITEM 7. Material to be Filed as Exhibits
Exhibit A - Agreement, effective as of June 30, 1996, among the
reporting persons by which they have agreed to file this Schedule 13D and all
necessary amendments, as required by Rule 13d-1(f).
- 28 of 34 -
Signature
After reasonable inquiry and to the best of their knowledge and
belief, each of the undersigned hereby certifies that the information set forth
in this Schedule is true, complete, and correct.
Date: July 31, 1996
/s/ Barry Rubenstein
---------------------------------------------------
Barry Rubenstein, as General Partner on
behalf of Seneca Ventures and
Woodland Venture Fund, and as
President of Woodland Services Corp.
21ST CENTURY COMMUNICATIONS PARTNERS, L.P.
By: Sandler Investment Partners, L.P.,
general partner
By: Sandler Capital Management, general partner
By: EMEBE Corp.
By: /s/ Barry Lewis
-----------------------------------
Name:
Title:
21ST CENTURY COMMUNICATIONS T-E PARTNERS, L.P.
By: Sandler Investment Partners, L.P.,
general partner
By: Sandler Capital Management, general
partner
By: EMEBE Corp.
By: /s/ Barry Lewis
-----------------------------------
Name:
Title:
<PAGE>
21ST CENTURY COMMUNICATIONS FOREIGN PARTNERS, L.P.
By: Sandler Investment Partners, L.P.,
general partner
By: Sandler Capital Management, general
partner
By: EMEBE Corp.
By: /s/ Barry Lewis
-----------------------------------
Name:
Title:
/s/ Michael J. Marocco
----------------------------------------------
Michael J. Marocco, Individually
/s/ Barry Lewis
----------------------------------------------
Barry Lewis, Individually
/s/ John Kornreich
----------------------------------------------
John Kornreich, Individually
/s/ Harvey Sandler
----------------------------------------------
Harvey Sandler, Individually
/s/ Andrew Sandler
----------------------------------------------
Andrew Sandler, Individually
/s/ Barry Rubenstein
----------------------------------------------
Barry Rubenstein, Individually
<PAGE>
/s/ Irwin Lieber
----------------------------------------------
Irwin Lieber, Individually
/s/ Barry Fingerhut
----------------------------------------------
Barry Fingerhut, Individually
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
<PAGE>
Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act, as
amended, the undersigned hereby agree to the joint filing on behalf of each of
them on a statement on Schedule 13D (including amendments thereto) with respect
to the Common Stock, par value $.01 per share ("Common Stock"), and other
securities convertible into Common Stock of Enteractive, Inc. and that this
Agreement be included as an Exhibit to such joint filing.
IN WITNESS WHEREOF, the undersigned hereby execute this
Agreement this 30th day of July, 1996.
SENECA VENTURES
/s/ Barry Rubenstein
------------------------------------
Barry Rubenstein,
A General Partner
WOODLAND VENTURE FUND
/s/ Barry Rubenstein
------------------------------------
Barry Rubenstein,
A General Partner
WOODLAND SERVICES CORP.
/s/ Barry Rubenstein
------------------------------------
Barry Rubenstein,
President
21ST CENTURY COMMUNICATIONS PARTNERS, L.P.
By: Sandler Investment Partners, L.P., general partner
By: Sandler Capital Management,
general partner
By: EMEBE Corp.
By: /s/ Barry Lewis
--------------------------------
Name:
Title:
21ST CENTURY COMMUNICATIONS T-E PARTNERS, L.P.
By: Sandler Investment Partners, L.P., general
partner
By: Sandler Capital Management, general
partner
By: EMEBE Corp.
By: /s/ Barry Lewis
--------------------------------
Name:
Title:
21ST CENTURY COMMUNICATIONS FOREIGN PARTNERS, L.P.
By: Sandler Investment Partners, L.P.,
general partner
By: Sandler Capital Management, general
partner
By: EMEBE Corp.
By: /s/ Barry Lewis
----------------------------------
Name:
Title:
/s/ Michael J. Marocco
---------------------------------------
Michael J. Marocco, Individually
/s/ Barry Lewis
---------------------------------------
Barry Lewis, Individually
<PAGE>
/s/ John Kornreich
---------------------------------------
John Kornreich, Individually
/s/ Harvey Sandler
---------------------------------------
Harvey Sandler, Individually
/s/ Andrew Sandler
---------------------------------------
Andrew Sandler, Individually
/s/ Barry Rubenstein
---------------------------------------
Barry Rubenstein, Individually
/s/ Irwin Lieber
---------------------------------------
Irwin Lieber, Individually
/s/ Barry Fingerhut
---------------------------------------
Barry Fingerhut, Individually
