UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.6)*
STANSBURY HOLDINGS CORPORATION
(Name of Issuer)
Common Stock $.25 per value
(Title of Class of Securities)
854726 20 5
(CUSIP Number)
James G. Wiles, Esquire, Two Penn Center Plaza,
Suite 200, Philadelphia, PA 19102
(215)854-6360
(Name, Address and Telephone Number of Person Authorized to receive
Notices and Communications)
October 23, 1995
(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 if
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).
<PAGE>
SCHEDULE 13D
CUSIP No. 854726 20 5 Page 2 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Committee for New Management of Stansbury Holding Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
Number of shares 7 SOLE VOTING POWER
beneficially owned by
each reporting person N/A
with
8 SHARED VOTING POWER
4,841,894
9 SOLE DISPOSITIVE POWER
N/A
10 SHARED DISPOSITIVE POWER
4,841,894
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,841,894
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.4%
14 TYPE OF REPORTING PERSON*
Association - in - fact
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
AMENDMENT NO. 6 TO SCHEDULE 13D
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
The person filing this Amendment No. 6 to Schedule 13D is the
"Committee for New Management of Stansbury Holdings Corporation", a group of
individuals acting in concert with respect to certain matters involving
Stansbury and the stock of Stansbury which they each hold (the "Committee").
Since the Committee's last Amendment, there have been the following
developments:
The Company has entered into Forbearance Agreements with nine of twelve
mortgage holders. Of the three remaining mortgage holders, two are former
management; the other holder could not be located after a good faith attempt.
See Stansbury's September 5, 1995 Amendment No. 5 to Schedule 13D.
Since September 5, 1995 the Committee has raised an additional $77,500
from Committee members, and Mr. Brian McCarty is eligible to receive a
commission of $3,875.
Since the previous filing, no persons have let the Committee and the
following additional persons have joined the Committee. Information specified in
subparagraphs (a) through (f) of Item 2 regarding the new members of the
Committee follows:
1. Charlotte Clarke
(b) Business address - 150 Donneybrook Drive
Demarest, NJ 07627
(c) Present principal occupation and employment -
Forest Ranger
Drew Construction Corporation
Demarest, NJ 07627
(d) Criminal convictions - None
(e) Certain civil proceedings - None
(f) Citizenship - United States
Page 3
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2. Steve Epstein
(b) Business address - 111 Windy Knoll Drive
Richboro, PA 18954
(c) Present principal occupation and employment -
Business Owner
Dauphin Medical Supply Company
Richboro, PA 18954
(d) Criminal convictions - None
(e) Certain civil proceedings - None
(f) Citizenship - United States
3. Leonard Marcus
(b) Business address - 429 Undermountain Road
P.O. Box 65
Lenox, MA 01240
(c) Present principal occupation and employment -
Real Estate Broker
Self employed
Lenox, MA 01240
(d) Criminal convictions - None
(e) Certain civil proceedings - None
(f) Citizenship - United States
4. Dr. Dennis Doyle
(b) Business address - None
(c) Present principal occupation and employment -
Retired
(d) Criminal convictions - None
(e) Certain civil proceedings - None
(f) Citizenship - United States
Page 4
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5. Harmon Hurt
(b) Business address - None
(c) Present principal occupation and employment -
Retired
(d) Criminal convictions - None
(e) Certain civil proceedings - None
(f) Citizenship - United States
6. Donald Mintz
(b) Business address - 55 Washington Street
East Orange, NJ 07017
(c) Present principal occupation and employment -
Attorney
Donald Mintz, Attorney
East Orange, NJ 07017
(d) Criminal convictions - None
(e) Certain civil proceedings - None
(f) Citizenship - United States
7. Joseph Skribner
(b) Business address - None
(c) Present principal occupation and employment -
Retired
(d) Criminal convictions - None
(e) Certain civil proceedings - None
(f) Citizenship - United States
Page 5
<PAGE>
8. Dr. Brett Gerstenhaber
(b) Business address - 60 Temple Street
New Haven, CT 06510
(c) Present principal occupation and employment -
Pulmonary Specialist
Pulmonary Associates of New
Haven, P.C.
New Haven, CT 06510
(d) Criminal convictions - None
(e) Certain civil proceedings - None
(f) Citizenship - United States
9. Mr. Michael LaFleur
(b) Business address - 3535 Berkley Hill
Baton Rouge, LA 70809
(c) Present principal occupation and employment -
Independent Consultant
Self Employed
Baton Rouge, LA 70809
(d) Criminal convictions - None
(e) Certain civil proceedings - None
(f) Citizenship - United States
(b) The following shareholders have joined the Committee by lending the
amounts of money indicated or, in the case of Michael LaFleur, by receiving 50
shares from Suzette Green, a former director:
NEW MEMBERS
Charlotte Clarke
Contractor
150 Donneybrook Drive
Demarest, NJ 07627 $5,000
Page 6
<PAGE>
Steve Epstein
Business Owner
111 Windy Knoll Drive
Richboro, PA 18954 $1,000
Leonard Marcus
Real Estate Broker
429 Undermountain Road
P.O. Box 65
Lenox, MA 01240 $6,500
Dr. Dennis Doyle
Retired Dentist
198 Deanne Drive
Lakewood, NJ 08701 $2,000
Harmon Hurt
Retired Automotive Engineer
2375 Monroe Concord Road
Troy, OH 45373 $50,000
Donald Mintz
Attorney
55 Washington Street
East Orange, NJ 07017 $2,000
Joseph Skribner
Retired Dentist
P.O. Box 528
1220 Snowden Street
Silverton, CO 81433 $10,000
Dr. Brett Gerstenhaber
Pulmonary Specialist
60 Temple Street
New Haven, CT 06510 $2,000
Michael LaFleur
Independent Consultant
3535 Berkley Hill
Baton Rouge, LA 70809 $0
(c) As of December 31, 1994, members of the Committee were collectively
owed $1,062,768 by Stansbury. As a result of the $240,100 raised from the
Committee since January 1, 1995, the members of the Committee are now owed
approximately $1.3 million.
Page 7
<PAGE>
The New Board is seeking an additional $300,000 from the Committee and others
which, if obtained, will result in a total indebtedness by the Registrant to
members of the Committee of approximately $1.8 million.
(d) The percentage of voting securities of the Registrant now
beneficially owed directly or indirectly by the Committee, including the New
Directors, is approximately 25.4 percent (including certain shares purportedly
issued to prior management on December 12, 1994, as discussed in an earlier
Report, see the Company's Form 8-K, filed December 12, 1994).
Item 3. Source and Amount of Funds or Other Consideration
No change.
Item 4. Purpose of Transaction
No change.
Item 5. Interest in Securities of the Issuer
Dr. Howard Pomeranz 341,500
Dion & Paul Barron 230,000
Edward P. Klimczak 143,800
Alex Timochenko 266,000
Dr. Martin Peskin 485,000
Donald Sanford 285,475
Dr. Stephen Wechsler 70,000
Ken Santucci 20,000
William & Deborah Schwartz 9,500
Benjamin Cohen 104,900
Dr. Dominic Donato 4,500
Dean Elfman 1,500
Page 8
<PAGE>
John Enders 130,350
Dr. Gerald Fishelberg 108,540
Western Resources Corporation
of Montana, Inc.
(Messers, Rosel, Welch & Hogan) 500,050
SAIC 667,623
CSIC 860,556
Larry Atkinson 50
Clyde Boyer 50
Simon Grant-Rennick 50
Michael LaFleur 50
Daniel Yuengling 1,500
David Racher 31,050
Harry Rosenman 117,300
Dennis Tortello 10,600
Sanford Greenberg 24,000
Thomas Eakin 8,000
Mary Mahon 10,000
Steve Lustbader 25,000
Jules Resnick 19,600
Hans Tschudin 160,000
Charlotte Clarke 5,000
Steve Epstein 25,000
Leonard Marcus 24,000
Dr. Dennis Doyle 5,600
Page 9
<PAGE>
Harmon Hurt 87,000
Donald Mintz 18,500
Joseph Skribner 32,500
Dr. Brett Gerstenhaber 7,750
TOTAL 4,841,894
PERCENTAGE OF TOTAL OUTSTANDING 25.4%
This percentage is a decrease from the Committee's last filing on
Schedule 13D Amendment 5 because the total number of outstanding shares has been
increased to include the 1,973,066 shares issued by former management to
themselves on December 12, 1994. If these shares are not included in the total,
the Committee holds 28.3% of the Company's stock.
On October 16, 1995, the Company filed suit against former management
in the U.S. District Court for the District of Utah (Case No. 2:95CV 0947G)
alleging, in part, that these shares were issued for no consideration or for
grossly inadequate consideration. On October 19, 1995, the Company obtained a
preliminary injunction from the Court prohibiting former management from
selling, transferring, voting or offering for sale any of their shares.
N.B.: While the Issuer's Report on Form 10-K, filed on July 14, 1992, stated
that there are 15,976,702 shares outstanding, the transfer agent (Progressive
Transfer) has advised the Committee's legal counsel that the correct number is
19,092,968 as of October 15, 1995. Issuance of an additional 960,400 shares
(including 16,000 shares to Donald Sanford and members of the Committee) is
believed to be pending, subject to receipt by the Issuer's transfer agent of
appropriate authorization from an officer of Stansbury.
The number furnished by the transfer agent (Progressive Transfer) is
the number used for the purpose of computing the percentage of total outstanding
shares owned by the Committee.
Page 10
<PAGE>
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer
No change.
Item 7. Material to Be Filed as Exhibits
None.
Page 11
<PAGE>
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.
BY:/s/ DAVID RACHER
----------------------
DAVID RACHER
Dated: October 25, 1995
