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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. 2 )*
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THE RATTLESNAKE HOLDING COMPANY, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
753904101
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(CUSIP Number)
David Alan Schechter 7114 Wood Briar Place Louisville, KY 40241 502/429-4515
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
5/13/98
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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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), 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.
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* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP NO. 753904101 13D PAGE 2 OF 4 PAGES
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
DAVID ALAN SCHECHTER ###-##-####
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
PF
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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
USA
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(7) SOLE VOTING POWER
NUMBER OF 1,297,500
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 1,297,500
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(10) SHARED DISPOSITIVE POWER
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,297,500
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(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.31%
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(14) TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Schedule 13D
DAVID A. SCHECHTER
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, par value $.001 per share
(the "common stock") issued by The Rattlesnake Holding Company, Inc., a Delaware
Corporation (the "Company"), whose principal executive offices are located at
439 E. 82 Street, New York NY 10028.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
1995
The 1995 portion of Item 3 is amended and restated as follows: In 1995,
Schechter purchased 212,500 common shares, 3,000 were sold in 1996, leaving
a total of 209,500. 150,000 of the 209,500 common shares owned by Schechter
were purchased in an IPO through Auerbach, Pollak & Richardson, Inc., the
lead underwriter of the IPO. Another 47,000 shares were acquired in open
market purchases. Another 12,500 shares were acquired via a convertible
note. The aggregate purchase price of all 209,500 shares (IPO, open market
and convertible note) was $1,151,830 -- $825,000 for the IPO shares,
$276,830 for the open market shares, and $50,000 for the shares acquired
via convertible note. Merrill Lynch IRA 555-91025 for Schechter holds the
150,000 IPO shares. Schechter individually holds 59,500 (open market and
convertible note) shares. The source of funds for the 150,000 IPO shares
was $825,000 cash held by a Smith Barney IRA for Schechter (the shares were
later transferred to the Merrill Lynch IRA) and the source of funds for the
59,500 (open market and convertible note) shares was $326,830 cash held by
Schechter.
1998
In 1998, Schechter purchased 88,000 common shares on the open market at a
total cost of $51,997. Cruttenden Roth IRA 716-90018219 holds 20,000
shares. Merrill Lynch IRA 555-84D06 holds 43,000 shares. Merrill Lynch IRA
555-91025 holds 25,000 shares. The aforementioned IRA's were the source of
the $51,997 ($6,005, $27,660 and $18,332 respectively).
On May 13, 1998 Schechter purchased 1,000,000 common shares at $.15 a
share, total cost of $150,000, through a private placement. Cruttenden Roth
IRA 7169012510219 funded the purchase and holds the shares.
All capitalized terms used in this Item 3 without definition and not
heretofore defined are used as defined in Item 5. All amounts set forth in
this Item 3 exclude brokerage commissions.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate percentage of common shares reported by Schechter is
based upon 9,068,951 common shares outstanding as of May 20, 1998.
Schechter is the beneficial owner of 1,297,500 common shares which
constitute 14.31% of the total shares outstanding. Schechter
beneficially owns (i) 150,000 shares as the result of the Smith Barney
IRA acquisition (the shares were later transferred to a Merrill Lynch
IRA) (ii) 59,500 shares acquired by Schechter (iii) 88,000 shares
acquired by the Cruttenden and Merrill Lynch IRA's and (iv) 1,000,000
shares acquired on May 13, 1998 by the Cruttenden IRA.
(b) Schechter has the sole power to vote and dispose of the common shares
and does not have shared power to vote or dispose of any shares.
(c) Schechter has not engaged in any transactions in the common shares
since 5/13/98.
(d) No person other than as set forth herein is known to have the right to
receive or the power to direct the receipt of dividends from or the
proceeds from the sale of the shares reported herein.
(e) Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
5/20/98 /s/ David A.Schechter
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Date David A. Schechter
