SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
SCHEDULE 13D/A
(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)
WINFIELD CAPITAL CORP.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01
(Title of Class of Securities)
973859 10 1
(CUSIP Number)
ANTHONY J. MARCHIANO
3630 GORDON DRIVE
NAPLES, FLORIDA 34102
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JULY 31, 1998
(Date of Event Which Requires Filing 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 [ ].
NOTE. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. SEE
Rule 13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
<PAGE>
- ------------------------- ----------------------
CUSIP NO. 973859 10 1 13D PAGE 2 OF 7 PAGES
- ------------------------- ----------------------
- --------------------------------------------------------------------------------
1 | NAME OF REPORTING PERSON
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
| ANTHONY J. 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 ITEM 2(d) OR 2(e) [X]
|
- ---------|----------------------------------------------------------------------
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
|
| UNITED STATES CITIZEN
- --------------------------------------------------------------------------------
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 243,015
|---------|------------------------------------------------------
BENEFICIALLY | 8 | SHARED VOTING POWER
OWNED BY | | 0
|---------|------------------------------------------------------
EACH | 9 | SOLE DISPOSITIVE POWER
REPORTING | | 243,015
|---------|------------------------------------------------------
PERSON WITH | 10 | SHARED DISPOSITIVE POWER
| | 0
- --------------------------------------------------------------------------------
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 243,015 SHARES
- ---------|----------------------------------------------------------------------
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
| CERTAIN SHARES* [ ]
|
- ---------|----------------------------------------------------------------------
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| LESS THAN 5%
- ---------|----------------------------------------------------------------------
14 | TYPE OF REPORTING PERSON*
|
| IN
- --------------------------------------------------------------------------------
SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
This Final Amendment amends and supplements the Schedule 13D filed on
August 21, 1997 by Anthony J. Marchiano with respect to the common stock, par
value $.01 per share, of Winfield Capital Corp.
ITEM 1. SECURITY AND ISSUER.
No modification.
ITEM 2. IDENTITY AND BACKGROUND.
(a) No modification.
(b) Mr. Marchiano's business address is 501 Goodlitte Road, Naples,
Florida 34101.
(c) No modification.
(d) No modification.
(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. The complaint alleged that Goldmen and Messrs.
Marchiano and 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 and 301 of the Massachusetts Uniform Securities Act
(the "Act"). With respect to Mr. Marchiano, the complaint alleged
that, as a control person of 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, Respondents and the Division agreed to settle the
above-described administrative action. As a condition of the
-3-
<PAGE>
settlement, the Division's findings of fact and conclusions of
law were neither admitted nor denied by Respondents.
Respondents 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 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. 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.
In May 1999, the National Adjudicatory Council of NASD
Regulation, Inc. (the "NAC") reviewed an administrative action
originally brought before the District Business Conduct Committee
for District No. 10 of the National Association of Securities
Dealers ("NASD"). The complaint alleged, among other things, that
Goldmen, Messrs. Marchiano and Winkler, and Stacy Meyers
(collectively, the "Respondents") charged retail customers
fraudulently excessive markups and manipulated the market with
respect to the sale of warrants of Innovative Tech Systems, Inc.
during a four-day period in July 1994. The complaint further
alleged that Messrs. Marchiano and Winkler and Ms. Meyers failed
to establish, maintain and enforce an adequate supervisory system
for Goldmen.
The NAC found that Goldmen and Mr. Winkler had engaged in
manipulative trading practices in violation of NASD Conduct Rules
2110 and 2120, and Section 10(b) of the Securities Exchange Act
of 1934 (the "Exchange Act") and Exchange Act Rule 10b-6. The NAC
also found that Goldmen and Mr. Winkler charged fraudulently
excessive markups in violation of NASD Conduct Rules 2110, 2120
and 2440, and that Goldmen and Messrs. Winkler and Marchiano
failed to establish, maintain and enforce an adequate supervisory
system in violation of NASD Conduct Rules 2110 and 3010. In
connection with the NAC's findings, Goldmen and Marchiano were
censured and fined $150,000 (jointly and severally) and Goldmen
was ordered to pay restitution in the amount of $549,903. In
addition, Mr. Marchiano was ordered to requalify as a principal.
Mr. Winkler was fined $36,000 and was suspended for two years
while Ms. Meyers was fined $5,000 and ordered to requalify as a
general securities representative.
(f) No modification.
-4-
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The shares of Common Stock of Winfield Capital Corp. ("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.
<TABLE>
<CAPTION>
NO. OF PURCHASE / AGGREGATE NUMBER OF
PURCHASE NO. OF SHARES SHARES SALE PRICE PURCHASE / SHARES
DATE PURCHASED SOLD PER SHARE SALES PRICE (BALANCE)
---- --------- ---- --------- ----------- ---------
<S> <C> <C> <C> <C> <C>
11/01/96 155,130<F1> $1.675 $259,909.75 155,130
11/01/96 154,000<F2> $1.500 $231,000.00 309,130
01/07/97 100,000 $1.437 $143,700.00 409,130
02/28/97 20,000<F2> $1.590 $31,800.00 389,130
03/21/97 36,251<F3> $1.950 $70,689.45 425,381
05/29/97 28,765 $1.410 $40,558.65 454,146
05/30/97 200 $1.375 $275.00 454,346
06/02/97 19,200 $1.312 $25,190.40 435,146
06/04/97 29,000 $1.312 $38,048.00 464,146
06/24/97 500 $1.130 $565.00 464,646
08/08/97 35,354 $1.328 $46,950.11 500,000
08/22/97 1,215 $1.281 $1,556.72 501,215
09/16/97 5,000 $1.438 $7,187.26 496,215
05/12/98 25,000 $1.375 $34,373,85 471,215
05/13/98 25,000 $1.375 $34,373.85 446,215
05/19/98 1,600 $1.250 $2,000.00 447,815
06/24/98 9,000 $1.469 $13,218.30 438,815
06/25/98 4,500 $1.500 $6,749.77 434,315
07/09/98 20,000 $1.656 $33,123.89 414,315
07/10/98 20,000 $1.563 $31,248.95 394,315
07/30/98 19,000 $9.035 $171,659.27 375,315
07/30/98 10,000 $9.125 $91,246.95 365,315
07/31/98 20,000 $10.000 $199,993.33 345,315
07/31/98 15,000 $11.125 $166,869.43 330,315
07/31/98 14,100 $6.775 $95,527.13 316,215
07/31/98 10,000 $12.750 $127,495.75 306,215
07/31/98 8,200 $10.750 $88,147.06 298,015
07/31/98 40,000 $12.000 $478,384.00 258,015
07/31/98 15,000<F2> $10.526 $157,907.23 243,015
<FN>
<F1> This number has been changed from 115,130, as originally listed in Mr.
Marchiano's initial Schedule 13D, filed August 21, 1997, to 155,130 to
reflect the correct number of shares purchased by Mr. Marchiano in
the transaction dated November 1, 1996.
<F2> 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.
<F3> Of these shares, 16,251 are held directly by Gas Motors.
</FN>
</TABLE>
-5-
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 has been amended as follows:
As reflected in the table in Item 3 above, effective July 31, 1998, Mr.
Marchiano ceased to be the beneficial owner of more than 5% of the outstanding
Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 has been amended as follows:
(a) Mr. Marchiano beneficially owns 243,015 shares of Common
Stock, which represents less than 5% 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, 243,015 shares of
Common Stock.
(c) Except as described in Item 3 above, Mr. Marchiano has not
effected any transactions in the Common Stock during the past
60 days.
(d) No modification.
(e) Mr. Marchiano ceased to be the beneficial owner of more than
5% of the Common Stock of Winfield Capital Corp. on July 31,
1998.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
No modification.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
No modification.
-6-
<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.
______________________________________
(Date)
By:___________________________________
Anthony J. Marchiano
-7-
