RATTLESNAKE HOLDING CO INC
SC 13D/A, 1998-04-10
EATING PLACES
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<PAGE>   1

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549

                               ---------------

                                 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.  1  )*
                                           ----
                     THE RATTLESNAKE HOLDING COMPANY, INC.
- --------------------------------------------------------------------------------
                               (Name of Issuer)

                                  COMMON STOCK
- --------------------------------------------------------------------------------
                        (Title of Class of Securities)

                                   753904101
- --------------------------------------------------------------------------------
                                (CUSIP Number)

David Alan Schechter  7114 Wood Briar Place  Louisville, KY 40241   502/429-4515
- --------------------------------------------------------------------------------
                (Name, Address and Telephone Number of Person
              Authorized to Receive Notices and Communications)

                                    3/30/98
- --------------------------------------------------------------------------------
           (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.


- ---------------
        *  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).

<PAGE>   2


CUSIP NO.  753904101                   13D      PAGE    2     OF    4    PAGES
         ---------------------                       --------    -------- 

  (1)     NAMES OF REPORTING PERSONS                 
          I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
            DAVID ALAN SCHECHTER    ###-##-####
          ---------------------------------------------------------------------

  (2)     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a)   [   ]
                                                                    (b)   [   ]

          --------------------------------------------------------------------- 

  (3)     SEC USE ONLY

          ---------------------------------------------------------------------

  (4)     SOURCE OF FUNDS*
            PF
          ---------------------------------------------------------------------

  (5)     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS                    [   ]
          IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

          ---------------------------------------------------------------------

  (6)     CITIZENSHIP OR PLACE OF ORGANIZATION                      
            USA
          ---------------------------------------------------------------------

                       (7)     SOLE VOTING POWER                    
  NUMBER OF                      297,500 
   SHARES              --------------------------------------------------------
 BENEFICIALLY          (8)     SHARED VOTING POWER                  
  OWNED BY                     
    EACH               --------------------------------------------------------
  REPORTING            (9)     SOLE DISPOSITIVE POWER               
 PERSON WITH                     297,500
                       --------------------------------------------------------
                       (10)    SHARED DISPOSITIVE POWER            
                               
                       --------------------------------------------------------

 (11)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     
            297,500
          ---------------------------------------------------------------------

 (12)     CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
          SHARES*                                                         [   ]

          ---------------------------------------------------------------------

 (13)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)           
            11.23%
          ---------------------------------------------------------------------

 (14)     TYPE OF REPORTING PERSON*
            IN
          ---------------------------------------------------------------------
                    *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>   3


                                  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 2. IDENTITY AND BACKGROUND

     (a) This statement is filed by David Alan Schechter ("Schechter"), an
         individual.

     (b) The principal business address of Schechter is 6510 Glenridge Park
         Place #8, Louisville, KY 40222.

     (c) The present principal employment of Schechter is as a self-employed
         investor.

     (d) On April 30, 1997, Schechter entered a plea of guilty in Federal
         District Court for the Southern District of New York to the violation
         of Title 18, United States Code, Section 371 (wiretapping). Two years
         probation and fine of $2,550.

     (e) Schechter has not, during the last five years, 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 findings of any violation with respect to such
         laws.

     (f) Schechter is a citizen of the United States.

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).

          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.

<PAGE>   4


ITEM 4. PURPOSE OF TRANSACTION

     Schechter acquired the common shares for his own account and for his IRA
     accounts for investment purposes. Schechter intends to review the
     investments in the Company from time to time and, depending upon various
     factors (including, without limitation, the Company's financial position,
     the price at which the shares are trading, conditions in the securities
     markets and general economic and industry conditions), may in the future
     take such actions with respect to his investments in the Company as he
     deems appropriate, including acquiring or disposing of additional shares in
     the open market or otherwise.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

     (a) The aggregate percentage of common shares reported by Schechter is
         based upon 2,650,000 common shares outstanding as of April 10, 1998.

         Schechter is the beneficial owner of 297,500 common shares which
         constitute 11.23% 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 and (iii) 88,000 shares
         acquired by the Cuttenden and Merrill Lynch IRA's.

     (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 4/1/98.

     (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.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
        TO SECURITIES OF THE ISSUER.

        Not applicable.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

        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.



         4/10/98                                    /s/ David A.Schechter   
- --------------------------                       ----------------------------
          Date                                         David A. Schechter     


                                                      


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