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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.1)*
COIN BILL VALIDATOR, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
192583102
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(CUSIP Number)
Mr. Stephen Katz
Odyssey Financial Company
20 East Sunrise Highway, Suite 200, Valley Stream, New York 11581
(516) 887-0491
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 1, 1996
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(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 [_].
CHECK THE FOLLOWING BOX 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).
SEC 1746 (12-91)
<PAGE>
SCHEDULE 13D
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CUSIP NO. 192583102 PAGE __ OF __ PAGES
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Odyssey Financial Company
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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
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York State
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH ---------------------------------------------------------------
REPORTING
PERSON 8 SHARED VOTING POWER
WITH
0
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
200,000
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000
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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%
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14 TYPE OF REPORTING PERSON*
PN
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<PAGE>
SCHEDULE 13D
================================================================================
CUSIP NO. 192583102 PAGE __ OF __ PAGES
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen Katz
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not applicable.
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 505,220
OWNED BY
EACH ---------------------------------------------------------------
REPORTING
PERSON 8 SHARED VOTING POWER
WITH
0
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
505,220
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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)
18.4%
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14 TYPE OF REPORTING PERSON*
IN
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<PAGE>
CUSIP No. 192583102
This Amendment No. 2 to Schedule 13D is being filed to report (1) a
change in the number of Common Shares previously reported as beneficially owned
by Stephen Katz and (2) an amendment to the Voting Trust Agreement among
Odyssey, Vogel, the Trust and Katz, as voting trustee. Except as set forth in
Items 5, 6 and 7 below, the information previously set forth in this Schedule
13D remains unchanged.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The number of Common Shares beneficially owned by Odyssey is
200,000, comprising 7.3% of the outstanding Common Shares. The number of Common
Shares beneficially owned by Katz is 505,220 (after giving effect to the
withdrawal on October 1, 1996 of 228,000 Common Shares from the voting trust for
which Katz acts as voting trustee) comprising 18.4% of the outstanding Common
Shares.
(b) The number of Common Shares as to which Katz has sole voting
power is 505,220 (after giving effect to the withdrawal on October 1, 1996 of
228,000 Common Shares from the voting trust for which Katz acts as voting
trustee) of which Odyssey has sole dispositive power as to 200,000 Common
Shares.
(c) On October 1, 1996, Vogel withdrew 131,000 Common Shares from the
voting trust and the Trust withdrew 97,000 Common Shares from the voting trust
(which Common Shares were distributed to Vogel and the Trust, respectively).
(d) Odyssey currently has the right to receive and the power to
direct the receipt of dividends from, and the proceeds from the sale of, 200,000
Common Shares as to which Katz exercises sole voting power. The Trust currently
has the right to receive and the power to direct the receipt of dividends from,
and the proceeds from the sale of, 193,020 Common Shares as to which Katz
exercises sole voting power. Vogel currently has the right to receive and the
power to direct the receipt of dividends from, and the proceeds from the sale
of, 112,200 Common Shares as to which Katz exercises sole voting power.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
On August 30, 1996, the Voting Trust Agreement dated as of May 23,
1996 among Odyssey, Vogel, the Trust and Katz, as voting trustee, was amended to
remove the provision that the voting trust terminate on such date as Vogel
ceases to be a director of the Company.
The foregoing description of this agreement is a summary only and is
qualified in its entirety by reference to the agreement, which is included as an
exhibit hereto.
Except as described in Item 6 of this Schedule 13D, as amended, there
are no contracts, arrangements, understandings or relationships with respect to
the Common Shares to which any Partner (other than by reason of such Partner's
partnership interest in Odyssey) is a party or is subject.
<PAGE>
CUSIP No. 192583102
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Amendment, dated as of August 30, 1996, to Voting Trust Agreement
dated May 23, 1996 among Odyssey, Vogel, the Trust and Katz, as voting trustee,
relating to the voting of the Common Shares owned by them.
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.
Dated: October 24, 1996 ODYSSEY FINANCIAL COMPANY
By: /s/ Stephen Katz
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Stephen Katz, General Partner
By: /s/ Stephen Katz
---------------------
Stephen Katz
AMENDMENT TO VOTING TRUST AGREEMENT
This Amendment, dated as of August 30, 1996, to the Voting Trust
Agreement dated as of May 23, 1996 (the "Agreement") among Odyssey Financial
Company ("Odyssey"), Joan Vogel ("Vogel"), the Joseph Vogel Revocable Trust (the
"Trust" and together with Odyssey and Vogel, the "Shareholders"), and Stephen
Katz, as voting trustee (the "Trustee").
W I T N E S S E T H:
1. The Shareholders and the Trustee hereby amend the
Agreement by deleting Section 5 thereof in its entirety and inserting in lieu
thereof the following:
The Voting Trust shall continue in effect until
the earliest of (a) May 22, 1998 or (b) such time, if any,
as all of the Shares delivered to the Trustee are
transferred out of the Voting Trust pursuant to Section 4
above or (c) the date that the Trustee ceases to be
employed by the Company or (d) the death of Vogel or (e)
upon the entering of an order from a court of competent
jurisdiction directing Vogel to terminate this Voting
Trust or (f) upon the resignation of the Trustee, if the
Shareholders do not (acting in their sole and absolute
discretion), within five (5) days of such resignation,
agree upon and appoint a successor voting trustee.
2. In all other respects, the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the Shareholders and the Trustee have duly
executed this Amendment as of the date set forth in the Preamble hereto.
SHAREHOLDERS: ODYSSEY FINANCIAL COMPANY
By:/s/ Stephen Katz
-----------------------------
Stephen Katz, General Partner
/s/ Joan Vogel
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Joan Vogel
[Signatures continued]
-1-
<PAGE>
JOSEPH VOGEL REVOCABLE TRUST
By: /s/ Joan Vogel
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Joan Vogel, Trustee
/s/ Murray Silver
-----------------------------
Murray Silver, Trustee
TRUSTEE: /s/ Stephen Katz
-----------------------------
Stephen Katz
-2-
