UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. )
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WINFIELD CAPITAL CORP.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01
(Title of Class of Securities)
973859 11 9
(CUSIP Number)
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MARTIN FLUMENBAUM, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 AVENUE OF THE AMERICAS
NEW YORK, NY 10019-6064
TEL NO.: (212) 373-3191
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
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NOVEMBER 1, 1996
(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
statement because of Rule 13d-1(b)(3) or (4), check the following box [ ].
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).
Page 1 of 7 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 973859119 Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anthony Marchiano
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) [X]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 SOLE VOTING POWER
NUMBER OF 500,000
SHARES
8 SHARED VOTING POWER
BENEFICIALLY OWNED
-0-
BY EACH REPORTING
9 SOLE DISPOSITIVE POWER
PERSON 500,000
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.95%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
Page 3 of 7 Pages
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the common stock, par value $.01
per share (the "Common Stock"), of Winfield Capital Corp., a New York
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 237 Mamaroneck Avenue, White Plains, New York 10605.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by Mr. Anthony Marchiano.
(b) Mr. Marchiano's business address is c/o A.S. Goldmen &
Company, 1100 Fifth Avenue South, Naples, Florida 34102.
(c) Mr. Marchiano's principal occupation is acting as the
Chief Executive Officer and President of A.S. Goldmen & Company, an investment
banking firm.
(d) Mr. Marchiano has not been convicted during the last five years
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, Mr. Marchiano has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he 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 finding any violation
with respect to such laws, except as described below.
In February 1997, the Massachusetts Securities Division (the
"Division") commenced an administrative action titled In the Matter of A.S.
Goldmen & Company, Inc., Anthony J. Marchiano and Stuart Winkler in which
Anthony J. Marchiano was named as a defendant. The complaint alleged that A.S.
Goldmen, Anthony Marchiano and Stuart Winkler (the "Respondents") sold to
Massachusetts investors securities that were neither registered nor exempt from
registration in Massachusetts and that such conduct violated Sections 101 & 301
of the Massachusetts Uniform Securities Act (the "Act"). With respect to Mr.
Marchiano, the complaint alleged that, as a control person of A.S. Goldmen, by
virtue of the conduct alleged, Mr. Marchiano failed to supervise the firm's
brokers to assure compliance with the Act.
In July 1997, the Respondents and the Massachusetts Securities
Division agreed to settle the above-described administrative action. As a
condition of the settlement, the Division's findings of fact and conclusions of
law were neither admitted nor denied by the Respondents.
A.S. Goldmen, Mr. Marchiano and Mr. Winkler agreed to withdraw
their respective registrations as broker-dealer and broker-dealer agents with
the Division. For a period of five years from the date of the Final Order,
Respondents further agreed not to apply or reapply
<PAGE>
Page 4 of 7
for registration with the Division. Respondents also agreed to, and have since
made, a $50,000 contribution to an investor education fund established by the
Secretary of the Commonwealth of Massachusetts. A.S. Goldmen also agreed to make
a written Offer of Rescission to each Massachusetts client to whom the firm
allegedly sold unregistered securities during the relevant period.
(f) Mr. Marchiano is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The shares of Common Stock reported herein as beneficially owned by
Mr. Marchiano were acquired in open market transactions at the times and for the
consideration set forth in the table below. Mr. Marchiano paid for such shares
with his personal funds.
Purchase
No. of /Sales Aggregate Number
Shares No. of Price per Purchase/ of Shares
Date Purchased Shares Sold Share Sales Price (Balance)
---- --------- ----------- --------- ----------- ----------
11/1/96 115,130 $1.675 $259,909.75 155,130
11/1/96 154,000(1) $1.50 $231,000.00 309,130
1/7/97 100,000 $1.437 $143,700.00 409,130
2/28/97 20,000(1) $1.59 $ 31,800.00 389,130
3/21/97 36,251(2) $1.95 $ 70,689.45 425,381
5/29/97 28,765 $1.41 $ 40,558.65 454,146
5/30/97 200 $1.375 $ 275.00 454,346
6/2/97 19,200 $1.312 $ 25,190.40 435,146
6/4/97 29,000 $1.312 $ 38,048.00 464,146
6/24/97 500 $1.13 $ 565.00 464,646
8/8/97 35,354 $1.328 $ 46,950.11 500,000
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(1) These shares are (or were) held directly by Gas Motors Inc.
("Gas Motors"). Mr. Marchiano is the sole shareholder of Gas Motors and,
accordingly, is deemed to be the beneficial owner of the shares held
by it.
(2) Of these shares, 16,251 are held directly by Gas Motors.
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Page 5 of 7
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Marchiano acquired the shares of Common Stock reported in Item 3
solely for investment and not for the purpose of acquiring control of the
Issuer. Mr. Marchiano may from time to time resell shares of Common Stock, or
acquire additional shares of Common Stock, in open market (or private)
transactions as market conditions warrant.
Except as described above, Mr. Marchiano does not have plans or
proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted
from a National Securities Exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered National Securities
Association;
(i) A class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
<PAGE>
Page 6 of 7
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Marchiano beneficially owns 500,000 shares of Common Stock,
representing 9.95% of the outstanding shares of Common Stock (based on 5,023,361
outstanding shares of Common Stock).
(b) Mr. Marchiano has the sole power to vote, direct the vote of, or
dispose of or direct the disposition of, any and all of the shares of Common
Stock he beneficially owns.
(c) Except as described in Item 3, Mr. Marchiano has not effected
any transactions in the Common Stock during the past 60 days.
(d) As the direct holder of certain of the shares of Common Stock
reported herein (as described in Item 3), Gas Motors may 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 in Item 3 as held directly by it. Mr.
Marchiano knows of no other person having any such right or power with respect
to any of the shares of Common Stock reported herein.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in response to Item 2
and between such persons and any other person with respect to any securities of
the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable
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Page 7 of 7
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: August 20, 1997
/s/ Anthony Marchiano
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Anthony Marchiano
