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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
WHAT A WORLD!, INC.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
962433 10 8
(CUSIP Number)
James Martin Kaplan, Esq.
Zimet, Haines, Friedman & Kaplan
460 Park Avenue
New York, New York 10022
(212) 486-1700
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
July 17, 1997
(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.
[ ]
Page 1 of 12 Pages.
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CUSIP NO. 962433 10 8
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David B. Cornstein
###-##-####
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)
N/A
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of Shares 7. SOLE VOTING POWER
Beneficially Owned 165,000
by Each Reporting
Person With
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
165,000
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
165,000
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
14. TYPE OF REPORTING PERSON
IND
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SCHEDULE 13D
Item 1 - Security and Issuer.
This Amendment No. 3 to Schedule 13D dated December 5, 1994, as amended,
relates to the Common Stock, par value $.01 per share ("Common Stock"), of What
A World!, Inc., a Delaware corporation (the "Company"). This Amendment reflects
certain information required to be disclosed herein pursuant to Rule 13d-2
promulgated by the SEC under the Securities Exchange Act of 1934, as amended,
with respect to the disposition by David B. Cornstein of beneficial ownership of
shares of Common Stock in the Company.
The address of the Company's principal executive office is Suite 100,
McCormick Center II-B, 10901 Roosevelt Boulevard, St.
Petersburg, Florida 33716.
Item 2 - Identity and Background.
This Amendment No. 3 to Schedule 13D is being filed by David B. Cornstein,
the Chairman of the Board and a Director of the Company. The business address
of Mr. Cornstein is c/o Finlay Enterprises, Inc., 521 Fifth Avenue, New York,
New York 10175.
Mr. Cornstein's principal occupation is Chairman of the Board of Finlay
Enterprises, Inc., which is located at 521 Fifth Avenue, New York, New York
10175.
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During the last five years, Mr. Cornstein has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, Mr. Cornstein has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding 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.
Item 3. Source and Amount of Funds or Other Consideration.
In July 1993, Mr. Cornstein purchased 600,000 shares of Common Stock of
the Company (after giving effect to a 20,000-for-one stock split effected in
July 1994) for a purchase price of $60,000. On September 8, 1994 Mr. Cornstein
contributed 204,937 shares of Common Stock back to the Company. Mr. Cornstein
also agreed to make certain loans to the Company (the "Original Stockholder
Loans"), on a revolving and unsecured basis, from time to time until January 31,
1996, of up to $195,000. In connection with the Company's initial public
offering of securities (the "Offering"), all of the outstanding principal amount
owed to Mr. Cornstein under the Original Stockholder Loans was converted as of
November 17, 1994, into 39,000 shares of Common Stock at a price of $5.00 per
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share.
On November 28, 1994, Mr. Cornstein purchased 35,000 shares of Common
Stock at a price of $5.00 per share in the Offering.
Effective as of the effective date of the Offering and pursuant to the
Company's 1994 Nonemployee Directors' Stock Option Plan (the "Directors' Plan"),
Mr. Cornstein was granted options ("Directors' Options") to purchase 2,500
shares of Common Stock at a price of $5.00 per share. On June 28, 1996, pursuant
to the Directors' Plan, Mr. Cornstein was granted Directors' Options to purchase
2,500 shares of Common Stock at a price of $1.6875 per share.
On December 2, 1994, Mr. Cornstein purchased warrants ("Public Warrants")
to purchase 10,000 shares of Common Stock in the open market at a price of
$.6875 per Public Warrant. The Public Warrants are exercisable between May 17,
1995 and May 17, 1998 at an exercise price of $5.00 per share.
On December 22, 1994, Mr. Cornstein purchased 10,000 shares of Common
Stock in the open market at a price of $3.50 per share.
On January 10, 1995, Mr. Cornstein purchased 10,000 Public Warrants in the
open market at a price of $.6875 per Public Warrant.
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From January 13, 1995 through January 19, 1995, Mr. Cornstein purchased
50,000 Public Warrants in the open market at a price of $1.125 per Public
Warrant.
On January 31, 1995, Mr. Cornstein purchased 5,000 shares of Common Stock
in the open market at a price of $3.50 per share.
On October 27, 1995, Mr. Cornstein purchased 3,000 shares of Common Stock
in the open market at a price of $3.25 per share.
On June 28, 1996, Mr. Cornstein purchased 1,000 shares of Common Stock in
the open market at a price of $1.00 per share.
On July 29, 1996, Mr. Cornstein purchased 2,000 shares of Common Stock in
the open market at a price of $0.875 per share.
From July 30, 1996 through August 19, 1996, Mr. Cornstein purchased 3,000
shares of Common Stock in the open market at a price of $1.00 per share.
On August 21, 1996, Mr. Cornstein purchased 500 shares of Common Stock in
the open market at a price of $1.0625 per share.
On August 28, 1996, in connection with a seasonal secured loan commitment
in the aggregate amount of $270,000 (the "Seasonal Secured Loan") made by Mr.
Cornstein to the Company, Mr. Cornstein
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was granted, pursuant to a Warrant and Registration Agreement, dated as of
August 28, 1996, between the Company and Mr. Cornstein (the "Warrant and
Registration Agreement"), warrants (the "Secured Loan Warrants") to purchase
90,000 shares of Common Stock. The Secured Loan Warrants are exercisable until
August 31, 2001 at a price of $1.00 per share.
From August 29, 1996 through September 6, 1996, Mr. Cornstein purchased
700 shares of Common Stock in the open market at a price of $1.125 per share.
On September 16, 1996, Mr. Cornstein purchased 9,500 shares of Common
Stock in the open market at a price of $1.00 per share.
On September 24, 1996, Mr. Cornstein purchased 6,589 shares of Common
Stock in the open market at a price of $1.05 per share.
On October 22, 1996, Mr. Cornstein purchased 5,000 shares of Common Stock
in the open market at a price of $1.00 per share.
All of Mr. Cornstein's purchases of Common Stock and Warrants, as well as
the funds representing the Seasonal Secured Loan, were from Mr. Cornstein's
personal funds.
On July 17, 1997, Mr. Cornstein sold to an unaffiliated third party in a
private transaction 515,352 shares of Common Stock (the
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"Common Stock Sale") for an aggregate purchase price of $10,307.04, or $.02 per
share. The shares of Common Stock sold by Mr. Cornstein in the Common Stock Sale
represented all of the shares of Common Stock then held by Mr. Cornstein. As a
result of such transaction, Mr. Cornstein holds no shares of Common Stock but
continues to hold 70,000 Public Warrants, 90,000 Secured Loan Warrants and 5,000
Directors' Options.
Item 4. Purpose of Transaction.
Mr. Cornstein has no current plans or proposals which relate to or would
result in any of the following:
(a) The acquisition by any person of additional securities of the Company,
or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(d) Any change in the present Board of Directors or management of the
Company, including any plans or proposals to change the number or term of
Directors or to fill any existing vacancies on the Board;
(e) Any material change in the present capitalization or dividend policy
of the Company;
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(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Company by any person;
(h) Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) and (b) Mr. Cornstein beneficially owns 165,000 shares of Common
Stock, consisting of 70,000 shares of Common Stock issuable upon exercise of
Public Warrants, 90,000 shares of Common Stock issuable upon exercise of the
Secured Loan Warrants and 5,000 shares of Common Stock issuable upon exercise of
the Directors' Options. The 165,000 shares of Common Stock beneficially owned by
Mr. Cornstein represent approximately 7.2% of the outstanding shares of Common
Stock as of July 15, 1997.
Mr. Cornstein has sole power to vote or direct the vote of
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165,000 shares of Common Stock issuable upon exercise of the Public Warrants,
Secured Loan Warrants and Directors' Options, shared power to vote or direct
the vote of no shares of Common Stock, sole power to dispose or direct the
disposition of such 165,000 shares of Common Stock and shared power to dispose
or direct the disposition of no shares of Common Stock.
(c) Except for the Common Stock Sale described in Item 3 above, no
transaction in any securities of the Company, including the Common Stock, were
effected by Mr. Cornstein during the period beginning sixty days prior to the
date of the event which requires the filing of this statement.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between Mr. Cornstein and any person with respect to any
securities of the Company, including, but not limited to, transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies, except that:
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(i) In connection with the Offering, Mr. Cornstein agreed with Whale
Securities Co., L.P. ("Whale"), the underwriter for the Offering, to vote for
Whale's designee as a director of the Company until November 17, 1999.
(ii) Mr. Cornstein has certain "piggyback" registration rights pursuant to
a stockholders agreement, dated as of July 21, 1993, the only material operative
provisions of which remaining after the Offering involve such or similar
registration rights.
(iii) Mr. Cornstein has certain "piggyback" registration rights pursuant
to the Warrant and Registration Agreement.
Item 7. Material to be Filed as Exhibits.
1. Form of Warrant and Registration Agreement, dated as of August 28,
1996, by and between the Company and Mr. Cornstein (previously filed).
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After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned hereby certifies that the information set forth in
this statement is true, complete and correct.
Dated: July 21, 1997
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By: /s/ David B. Cornstein
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David B. Cornstein
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