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 )*
FINANCIAL SERVICES ACQUISITION CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE
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(Title of Class of Securities)
31769Q108
----------------------------
(CUSIP Number)
Copy to:
Stephen A. Cohen, Esq.
Seneca Ventures Morrison Cohen Singer & Weinstein, LLP
68 Wheatley Road 750 Lexington Avenue
Brookville, New York 11545 New York, New York 10022
Telephone (516) 626-3070 Telephone (212) 735-8600
________________________________________________________________________________
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
August 16, 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 22 -
<PAGE>
CUSIP
No. 31769Q108 13D
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Woodland Partners
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2 Check the Appropriate Box if a Member of a Group* (a) |X|
(b) |_|
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3 SEC Use Only
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4 Source of Funds* WC, OO
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5 Check Box if Disclosure of Legal Proceedings is Required |_|
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6 Citizenship or Place of Organization New York
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7 Sole Voting Power
65,000 shares .7%
Number of ----------------------------------------------------------------
Shares 8 Shared Voting Power
Beneficially 228,000 shares 2.5%
Owned By ----------------------------------------------------------------
Each 9 Sole Dispositive Power
Reporting 65,000 shares .7%
Person ----------------------------------------------------------------
With 10 Shared Dispositive Power
228,000 shares 2.5%
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11 Aggregate Amount Beneficially Owned By Each Reporting Person
293,000 shares
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12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares*
|_|
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13 Percent of Class Represented by Amount in Row (11)
3.3%
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14 Type of Reporting Person*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
- 2 of 22 -
<PAGE>
CUSIP
No. 31769Q108 13D
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Barry Rubenstein
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2 Check the Appropriate Box if a Member of a Group* (a) |X|
(b) |_|
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3 SEC Use Only
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4 Source of Funds* PF, OO
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5 Check Box if Disclosure of Legal Proceedings is Required |_|
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6 Citizenship or Place of Organization United States
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7 Sole Voting Power
Number of 80,000 shares .9%
Shares ----------------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned By 213,000 shares 2.4%
Each ----------------------------------------------------------------
Reporting 9 Sole Dispositive Power
Person 80,000 shares .9%
With ----------------------------------------------------------------
10 Shared Dispositive Power
213,000 shares 2.4%
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11 Aggregate Amount Beneficially Owned By Each Reporting Person
293,000 shares
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares*
|_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
3.3%
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14 Type of Reporting Person*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
- 3 of 22 -
<PAGE>
CUSIP
No. 31769Q108 13D
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Marilyn Rubenstein
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2 Check the Appropriate Box if a Member of a Group*
(a) |X|
(b) |_|
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3 SEC Use Only
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4 Source of Funds* PF, OO
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5 Check Box if Disclosure of Legal Proceedings is Required |_|
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6 Citizenship or Place of Organization United States
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7 Sole Voting Power
Number of 60,000 shares .7%
Shares ----------------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned By 233,000 shares 2.6%
Each ----------------------------------------------------------------
Reporting 9 Sole Dispositive Power
Person 60,000 shares .7%
With ----------------------------------------------------------------
10 Shared Dispositive Power
233,000 shares 2.6%
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting Person
293,000 shares
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares*
|_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
3.3%
- --------------------------------------------------------------------------------
14 Type of Reporting Person*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- 4 of 22 -
<PAGE>
CUSIP
No. 31769Q108 13D
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
The Marilyn and Barry Rubenstein Family Foundation
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2 Check the Appropriate Box if a Member of a Group*
(a) |X|
(b) |_|
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3 SEC Use Only
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4 Source of Funds* OO
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5 Check Box if Disclosure of Legal Proceedings is Required |_|
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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 0 shares 0%
Each ----------------------------------------------------------------
Reporting 9 Sole Dispositive Power
Person 0 shares 0%
With ----------------------------------------------------------------
10 Shared Dispositive Power
0 shares 0%
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting Person
0 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%
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14 Type of Reporting Person*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
CUSIP
No. 31769Q108 13D
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Woodland Venture Fund
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2 Check the Appropriate Box if a Member of a Group* (a) |X|
(b) |_|
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3 SEC Use Only
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4 Source of Funds* WC, OO
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5 Check Box if Disclosure of Legal Proceedings is Required |_|
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6 Citizenship or Place of Organization New York
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7 Sole Voting Power
66,000 shares .7%
Number of ----------------------------------------------------------------
Shares 8 Shared Voting Power
Beneficially 227,000 shares 2.5%
Owned By ----------------------------------------------------------------
Each 9 Sole Dispositive Power
Reporting 66,000 shares .7%
Person ----------------------------------------------------------------
With 10 Shared Dispositive Power
227,000 shares 2.5%
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting Person
293,000 shares
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares*
|_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
3.3%
- --------------------------------------------------------------------------------
14 Type of Reporting Person*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- 6 of 22 -
<PAGE>
CUSIP
No. 31769Q108 13D
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Seneca Ventures
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2 Check the Appropriate Box if a Member of a Group* (a) |X|
(b) |_|
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3 SEC Use Only
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4 Source of Funds* WC, OO
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5 Check Box if Disclosure of Legal Proceedings is Required |_|
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6 Citizenship or Place of Organization New York
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7 Sole Voting Power
Number of 22,000 shares .2%
Shares ----------------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned By 271,000 shares 3.0%
Each ----------------------------------------------------------------
Reporting 9 Sole Dispositive Power
Person 22,000 shares .2%
With ----------------------------------------------------------------
10 Shared Dispositive Power
271,000 shares 3.0%
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting Person
293,000 shares
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares*
|_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
3.3%
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14 Type of Reporting Person*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- 7 of 22 -
<PAGE>
CUSIP
No. 31769Q108 13D
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Woodland Services Corp.
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2 Check the Appropriate Box if a Member of a Group*
(a) |X|
(b) |_|
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3 SEC Use Only
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4 Source of Funds* OO
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5 Check Box if Disclosure of Legal Proceedings is Required |_|
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6 Citizenship or Place of Organization New York
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7 Sole Voting Power
Number of 0 shares 0%
Shares ----------------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned By 293,000 shares 3.3%
Each ----------------------------------------------------------------
Reporting 9 Sole Dispositive Power
Person 0 shares 0%
With ----------------------------------------------------------------
10 Shared Dispositive Power
293,000 shares 3.3%
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting Person
293,000 shares
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares*
|_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
3.3%
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14 Type of Reporting Person*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
- 8 of 22 -
<PAGE>
CUSIP
No. 31769Q108 13D
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Brian Rubenstein
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2 Check the Appropriate Box if a Member of a Group*
(a) |X|
(b) |_|
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3 SEC Use Only
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4 Source of Funds* OO
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5 Check Box if Disclosure of Legal Proceedings is Required |_|
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6 Citizenship or Place of Organization United States
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7 Sole Voting Power
Number of 0 shares 0%
Shares ----------------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned By 0 shares 0%
Each ----------------------------------------------------------------
Reporting 9 Sole Dispositive Power
Person 0 shares 0%
With ----------------------------------------------------------------
10 Shared Dispositive Power
0 shares 0%
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting Person
0 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%
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14 Type of Reporting Person*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
- 9 of 22 -
<PAGE>
This statement, dated August 16, 1996, constitutes Amendment No. 1 to the
Schedule 13D, dated November 30, 1994, regarding the reporting persons'
ownership of certain securities of Financial Services Acquisition Corporation
(the "Issuer"). This Schedule 13D is hereinafter referred to as the "Schedule".
All Capitalized terms used herein and otherwise undefined shall have the
meanings ascribed thereto 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. In accordance with Rule 13d-2(c), the
entire text of the Schedule is restated herein.
ITEM 1. Security and Issuer
(a) Common Stock, $0.001 par value per share (CUSIP No. 31769Q108).
(b) Redeemable Common Stock Purchase Warrant, expiring November 30,
2001, entitling the holder thereof to purchase one share of Common Stock at
$5.00 per share, exercisable as of the later of (i) the consummation of a
Business Combination (as defined in the Issuer's prospectus, dated November 30,
1994 (the "Prospectus")) by the Issuer, or (ii) November 30, 1995 (CUSIP No.
31769Q116).
(c) Unit, consisting of one (1) share of Common Stock and two (2)
Warrants (CUSIP No. 31769Q207).
Financial Services Acquisition Corporation
667 Madison Avenue
New York, New York 10021
ITEM 2. Identity and Background
1. (a) Woodland Partners, a general partnership organized under the laws
of the State of New York.
(b) Address:
68 Wheatley Road
Brookville, NY 11545
(c) Principal Business: Investments.
(d) No.
(e) No.
- 10 of 22 -
<PAGE>
The general partners of Woodland Partners are Barry Rubenstein and
Marilyn Rubenstein (husband and wife).
2. (a) Barry Rubenstein, a general partner of Woodland Partners, Seneca
Ventures, and Woodland Venture Fund, and one of the Trustees of The Marilyn and
Barry Rubenstein Family Foundation.
(b) Address:
68 Wheatley Road
Brookville, NY 11545
(c) Principal Occupation: General Partner of partnerships and
limited partnerships engaged in the investment business.
(d) No.
(e) No.
(f) Citizenship: United States.
Barry Rubenstein is the husband of Marilyn Rubenstein and the father
of Brian Rubenstein.
3. (a) Marilyn Rubenstein, a general partner of Woodland Partners, one of
the Trustees of The Marilyn and Barry Rubenstein Family Foundation, the
Secretary and Treasurer of Woodland Services Corp. and a limited partner of
Seneca Ventures.
(b) Address:
68 Wheatley Road
Brookville, NY 11545
(c) Principal occupation: Housewife
(d) No.
(e) No.
(f) Citizenship: United States.
Marilyn Rubenstein is the wife of Barry Rubenstein and the mother of
Brian Rubenstein.
4. (a) Brian Rubenstein, one of the Trustees of The Marilyn and Barry
Rubenstein Family Foundation.
- 11 of 22 -
<PAGE>
(b) Address:
68 Wheatley Road
Brookville, NY 11545
(c) Principal Occupation: Student
(d) No.
(e) No.
(f) Citizenship: United States
Brian Rubenstein is the son of Barry Rubenstein and Marilyn
Rubenstein.
5. (a) The Marilyn and Barry Rubenstein Family Foundation, an organization
which is exempt from federal income taxation pursuant to Section 501(a) of the
Internal Revenue Code of 1986, as amended (the "Foundation").
(b) Address:
68 Wheatley Road
Brookville, NY 11545
(c) Principal Business: Charitable Foundation
(d) No.
(e) No.
Barry Rubenstein, Marilyn Rubenstein, and Brian Rubenstein are the
Trustees of the Foundation.
6. (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, NY 11545
(c) Principal Business: Investments.
(d) No.
(e) No.
- 12 of 22 -
<PAGE>
Woodland Services Corp. and Mr. Barry Rubenstein are the general
partners of the Fund. The limited partners of the Fund include certain other
investors.
7. (a) Woodland Services Corp., a corporation organized under the laws of
the State of New York ("Services").
(b) Address:
68 Wheatley Road
Brookville, NY 11545
(c) Principal Business: Investments.
(d) No.
(e) No.
Mr. Rubenstein is the President and sole director of Services, and
Marilyn Rubenstein, his wife, is the Secretary and Treasurer of Services. Mr.
Rubenstein owns all of Service's outstanding shares of common stock, no par
value.
8. (a) Seneca Ventures, a limited partnership organized under the laws of
the State of New York ("Seneca").
(b) Address:
68 Wheatley Road
Brookville, NY 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 Marilyn Rubenstein and certain other
investors.
ITEM 3. Source and Amounts of Funds or Other Consideration
The individual reporting persons obtained funds for the purchase of
the shares of Common Stock from their respective personal funds and/or other
funds, the partnerships obtained funds for the purchase of the shares of Common
Stock from their respective working capital and others funds, and The Foundation
and Services obtained funds for the purchase of the shares of Common Stock from
their other funds.
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<PAGE>
On September 28, 1994, Woodland Partners loaned $50,000 to the
Issuer and was issued promissory notes (the "Notes") in that amount and 100,000
warrants (the "Bridge Warrants"). The Notes provide for interest at the rate of
10% per annum and were payable at the consummation of the Issuer's initial
public offering ("IPO"). The Bridge Warrants are identical to the Warrants,
except they are not redeemable until 90 days after the consummation of a
Business Combination.
The amount of funds used in making the purchases of the Units in
connection with the IPO and in the over-the-counter market are set forth below:
Name Amount of Consideration
---- -----------------------
Woodland Partners $390,000
Barry Rubenstein Rollover IRA $480,000
The Marilyn and Barry
Rubenstein Family Foundation $ 60,000
Marilyn Rubenstein $360,000
Seneca Ventures $252,969
Woodland Venture Fund $628,906
ITEM 4. Purpose of Transaction.
The reporting persons acquired their shares for purposes of
investment.
ITEM 5. Interests in Securities of the Issuer.
(a) The following list sets forth the aggregate number and
percentage (based on 9,011,332 shares of Common Stock to be outstanding as
reported in the Issuer's Form 8-K dated August 16, 1996) of outstanding shares
of Common Stock owned beneficially by each reporting person named in Item 2, as
of August 16, 1996:
- 14 of 22 -
<PAGE>
Shares of Percentage of Shares
Common Stock of Common Stock
Name Beneficially Owned(1) Beneficially Owned(1)
- ---- --------------------- ---------------------
Woodland Partners 293,000(2) 3.3%
Barry Rubenstein 293,000(3) 3.3%
Marilyn Rubenstein 293,000(4) 3.3%
Seneca Ventures 293,000(5) 3.3%
Woodland Venture Fund 293,000(6) 3.3%
The Marilyn and Barry Rubenstein
Family Foundation 0 0%
Woodland Services Corp. 293,000(7) 3.3%
Brian Rubenstein 0 0%
(b) By virtue of being a general partner of Woodland Partners,
Seneca, and the Fund, a trustee of the Foundation, and husband of Marilyn
Rubenstein, Barry Rubenstein may be deemed to have shared power to vote and to
dispose of 213,000 shares of Common
- ----------
1 Does not include shares of Common Stock issuable upon the exercise of the
Warrants or the Bridge Warrants.
2 Woodland Partners disclaims beneficial ownership of 80,000 shares of
Common Stock held in Barry Rubenstein's Rollover IRA account, 60,000
shares of Common Stock owned by Marilyn Rubenstein, 22,000 shares of
Common Stock owned by Seneca, and 66,000 shares of Common Stock owned by
the Fund.
3 58,500 shares of Common Stock beneficially owned by Barry Rubenstein
represents his equity interest in Woodland Partners. Mr. Rubenstein
disclaims beneficial ownership of 6,500 shares of Common Stock held by
Woodland Partners (which represents his wife's equity interest in Woodland
Partners), 60,000 shares of Common Stock owned individually by his wife,
Marilyn Rubenstein, 17,160 shares of Common Stock owned by Seneca, and
39,305 shares of Common Stock owned by the Fund.
4 6,500 shares of Common Stock represents Mrs. Rubenstein's equity interest
in Woodland Partners, and 1,971 shares of Common Stock represents Mrs.
Rubenstein's equity interest as a limited partner of Seneca. Mrs.
Rubenstein disclaims beneficial ownership of 58,500 shares of Common Stock
held by Woodland Partners (which represents her husband's equity interest
in Woodland Partners), 80,000 shares of Common Stock owned individually by
her husband, Barry Rubenstein, 20,029 shares of Common Stock owned by
Seneca, and 66,000 shares of Common Stock owned by the Fund.
5 Seneca disclaims beneficial ownership of 65,000 shares of Common Stock
owned by Woodland Partners, 80,000 shares of Common Stock held in Barry
Rubenstein's Rollover IRA account, 60,000 shares of Common Stock owned
individually by Marilyn Rubenstein and 66,000 shares of Common Stock owned
by the Fund.
6 The Fund disclaims beneficial ownership of 65,000 shares of Common Stock
owned by Woodland Partners, 80,000 shares of Common Stock held in Barry
Rubenstein's Rollover IRA account, 60,000 shares of Common Stock owned
individually by Marilyn Rubenstein and 22,000 shares of Common Stock owned
by Seneca.
7 90 shares of Common Stock beneficially owned by Services represents its
equity interest in the Fund, and 35 shares of Common Stock beneficially
owned by Services represents its equity interest in Seneca. Services
disclaims beneficial ownership of 65,000 shares of Common Stock owned by
Woodland Partners, 80,000 shares of Common Stock held in Mr. Rubenstein's
Rollover IRA account, 60,000 shares of Common Stock held individually by
Mrs. Rubenstein, 65,910 shares of Common Stock owned by the Fund and
21,965 shares of Common Stock owned by Seneca.
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<PAGE>
Stock representing approximately 2.4% of the outstanding Common Stock. Barry
Rubenstein has sole power to vote and dispose of 80,000 shares of Common Stock
currently held in his Rollover IRA account, representing approximately .9% of
the outstanding Common Stock.
Marilyn Rubenstein, by virtue of being a general partner of Woodland
Partners, a trustee of the Foundation, and wife of Barry Rubenstein, may be
deemed to have shared power to vote and to dispose of 233,000 shares of Common
Stock representing approximately 2.6% of the outstanding Common Stock. Marilyn
Rubenstein has sole power to vote and dispose of 60,000 shares of Common Stock,
representing approximately .7% of the outstanding Common Stock.
Woodland Partners has sole power to vote and dispose of 65,000
shares of Common Stock, and may be deemed to have shared power to vote and to
dispose of 228,000 shares of Common Stock.
Seneca has sole power to vote and dispose of 22,000 shares of Common
Stock, and may be deemed to have shared power to vote and to dispose of 271,000
shares of Common Stock.
The Fund has sole power to vote and dispose of 66,000 shares of
Common Stock, and may be deemed to have shared power to vote and to dispose of
227,000 shares of Common Stock.
Services may be deemed to have shared power to vote and to dispose
of 293,000 shares of 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 June 16, 1996 through August 16, 1996 inclusive.
Purchase or Number of Shares(U) Purchase or
Name of Shareholder Sale Date Purchased or (Sold) Sale Price
- ------------------- ----------- ------------------- -----------
Seneca Ventures 8/14/96 (11,000) $5.25
8/15/96 (7,000) $5.3125
Woodland Venture Fund 8/14/96 (21,000) $5.25
8/15/96 (14,000) $5.3125
The Marilyn and Barry Rubenstein
Family Foundation 8/13/96 (10,000) $5.3125
Woodland Partners, Barry Rubenstein Rollover IRA, the Foundation,
and Marilyn Rubenstein acquired the Units in the IPO. The Fund and Seneca
acquired Common Stock in the over-the-counter market.
- 16 of 22 -
<PAGE>
As of August 16, 1996, Woodland Partners, Barry Rubenstein Rollover
IRA, and Marilyn Rubenstein, intended to exercise their redemption rights for
65,000 shares, 80,000 shares and 60,000 shares, respectively, pursuant to the
redemption procedures contained in the Issuer's proxy statement, dated July 18,
1996.
(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) On August 16, 1996, the reporting persons ceased to be the
beneficial owner of more than five percent (5%) of the Common Stock.
ITEM 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities
of the Issuer
-------------------------------------------
(a) Woodland Partners is a general 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
Woodland Partners is vested in its general partners - Barry Rubenstein and
Marilyn Rubenstein.
(b) The Foundation is a charitable trust organized under the laws of
the State of New York. It is exempt from federal income taxation pursuant to
Section 501(a) of the Internal Revenue Code of 1986, as amended (the "Code"), as
an organization described in Section 501(c)(3) of the Code. Pursuant to a trust
agreement, voting and investment power over the shares of Common Stock held by
the Foundation is vested in its trustees - Barry Rubenstein, Marilyn Rubenstein,
and Brian Rubenstein.
(c) 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.
(d) 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.
(e) Woodland Partners agreed not to transfer its Bridge Warrants
until after the consummation of a Business Combination and not to exercise them
until ninety (90) days after such Business Combination. The Issuer has agreed to
register the Bridge Warrants and the shares of Common Stock underlying the
Bridge Warrants (the "Bridge Shares") under the
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<PAGE>
Registration Statement of which the Prospectus is a part, and granted Woodland
Partners piggyback registration rights for the Bridge Warrants and the Bridge
Shares.
(f) Except for the circumstances discussed or referred to in
paragraph (a) and (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 13D.
ITEM 7. Material to be Filed as Exhibits
Exhibit A - Agreement dated November 30, 1994 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).
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<PAGE>
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: October 25, 1996
s/Barry Rubenstein
--------------------------------------------------
Barry Rubenstein, individually, as General Partner
on behalf of Woodland Partners, Seneca Ventures,
and Woodland Venture Fund, as President of
Woodland Services Corp., and as Trustee of The
Marilyn and Barry Rubenstein Family Foundation
s/Marilyn Rubenstein
--------------------------------------------------
Marilyn Rubenstein
s/Brian Rubenstein
--------------------------------------------------
Brian Rubenstein
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
- 19 of 22 -
<PAGE>
Exhibit A
AGREEMENT PURSUANT TO RULE 13d l(f)
OF THE SECURITIES AND EXCHANGE COMMISSION
AGREEMENT, to be effective as of November 30, 1994, among WOODLAND
PARTNERS, a New York general partnership, with its principal office at 68
Wheatley Road, Brookville, NY 11545, BARRY RUBENSTEIN, residing at 68 Wheatley
Road, Brookville, NY 11545, MARILYN RUBENSTEIN, residing at 68 Wheatley Road,
Brookville, NY 11545, THE MARILYN AND BARRY RUBENSTEIN FAMILY FOUNDATION, with
its principal office at 68 Wheatley Road, Brookville, NY 11545, SENECA VENTURES,
with its principal office at 68 Wheatley Road, Brookville, NY 11545, WOODLAND
VENTURE FUND, with its principal office at 68 Wheatley Road, Brookville, NY
11545, WOODLAND SERVICES CORP., with its principal office at 68 Wheatley Road,
Brookville, NY 11545, and BRIAN RUBENSTEIN, residing at 68 Wheatley Road,
Brookville, NY 11545.
WHEREAS, for convenience and expediency, each party hereto desires
to file the statements required by ss.13(d) of the Securities Exchange Act of
1934, as amended, jointly with all other parties hereto; and
WHEREAS, Rule 13D-1(f) promulgated by the Securities and Exchange
Commission requires that this Agreement be set forth in writing and filed with
the Commission;
NOW THEREFORE, it is hereby agreed as follows:
1. Each party hereto agrees that it will file all statements and
reports required under ss.13(d) of the Securities Exchange Act of 1934, as
amended, including without limitation,
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Schedule 13D, and all amendments of all such statements and/or reports, jointly
with all other parties hereto.
2. Any party hereto may hereafter terminate this Agreement, with
respect to itself only, by giving written notice thereof to all other parties
hereto, and to FINANCIAL SERVICES ACQUISITION CORPORATION, the NASD, and the
Securities and Exchange Commission. The withdrawal of any one or more parties
shall not cause the termination of this Agreement with respect to the parties
not giving notice of termination as aforesaid.
3. Unless sooner terminated as provided in paragraph 2 above, this
Agreement shall be for a period of one (1) year from the date hereof, and shall
be automatically renewable for successive one (1) year periods, unless
terminated by any party, as to such party, on sixty (60) days notice.
4. This Agreement may be executed in counterparts, each of which
shall be deemed an original and all of which shall constitute one and the same
instrument.
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IN WITNESS WHEREOF, we have executed this Agreement with the
intention that it shall be binding upon us as of the day and year set forth
above.
s/Barry Rubenstein
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Barry Rubenstein, individually, as General Partner
on behalf of Woodland Partners, Seneca Ventures,
and Woodland Venture Fund, as President of
Woodland Services Corp., and as Trustee of The
Marilyn and Barry Rubenstein Family Foundation
s/Marilyn Rubenstein
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Marilyn Rubenstein
*
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Brian Rubenstein
* s/Barry Rubenstein
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Barry Rubenstein, Attorney-in-Fact
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