UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
-------------------------------
iVILLAGE INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
46588H 10 5
(CUSIP Number)
--------------------------------
Howard Kailes, Esq.
Krugman & Kailes LLP
Park 80 West - Plaza Two
Saddle Brook, New Jersey 07663
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
-------------------------------
August 20, 1999
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
------ Rule 13d-1(b)
X Rule 13d-1(c)
------
------ Rule 13d-1(d)
*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>
<PAGE>
CUSIP NO. 46588H 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bruce F. Failing, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OR ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
345,844(1)
6 SHARED VOTING POWER
--
7 SOLE DISPOSITIVE POWER
345,844(1)
8 SHARED DISPOSITIVE POWER
--
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
345,844(1)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
------
<PAGE>
<PAGE>
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3%(2)
12 TYPE OF REPORTING PERSON*
IN
- - -----------------
(1) Includes 55,923 shares deposited under the escrow
indemnification agreement hereinafter referenced (the "Escrow
Agreement") with Continental Stock Transfer and Trust Company, as
escrow agent.
(2) Based upon an aggregate of 26,024,487 shares, equal to the
sum of shares reported as outstanding in the Issuer's most recent
Quarterly Report on Form 10-Q plus shares issued on August 20,
1999.
<PAGE>
<PAGE>
CUSIP NO. 46588H 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Elizabeth F. Failing and Leigh Q. Failing, as trustees of The
Failing Trust for the benefit of Lindsay Failing
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OR ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
169,141(1)
6 SHARED VOTING POWER
--
7 SOLE DISPOSITIVE POWER
169,141(1)
8 SHARED DISPOSITIVE POWER
--
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
169,141(1)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
------
<PAGE>
<PAGE>
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6%(2)
12 TYPE OF REPORTING PERSON*
OO
- - -----------------
(1) Includes 26,336 shares deposited under the Escrow Agreement.
(2) Based upon an aggregate of 26,024,487 shares, equal to the
sum of shares reported as outstanding in the Issuer's most recent
Quarterly Report on Form 10-Q plus shares issued on August 20,
1999.
<PAGE>
<PAGE>
CUSIP NO. 46588H 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Elizabeth F. Failing and Leigh Q. Failing, as trustees of The
Failing Trust for the benefit of Bruce F. Failing III
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OR ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
169,141(1)
6 SHARED VOTING POWER
--
7 SOLE DISPOSITIVE POWER
169,141(1)
8 SHARED DISPOSITIVE POWER
--
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
169,141(1)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
------
<PAGE>
<PAGE>
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6%(2)
12 TYPE OF REPORTING PERSON*
OO
- - -----------------
(1) Includes 26,336 shares deposited under the Escrow Agreement.
(2) Based upon an aggregate of 26,024,487 shares, equal to the
sum of shares reported as outstanding in the Issuer's most recent
Quarterly Report on Form 10-Q plus shares issued on August 20,
1999.
<PAGE>
<PAGE>
CUSIP NO. 46588H 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Norton Garfinkle
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OR ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
345,844(1)
6 SHARED VOTING POWER
--
7 SOLE DISPOSITIVE POWER
345,844(1)
8 SHARED DISPOSITIVE POWER
--
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
345,844(1)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
------
<PAGE>
<PAGE>
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3%(2)
12 TYPE OF REPORTING PERSON*
IN
- - -----------------
(1) Includes 55,923 shares deposited under the Escrow Agreement.
(2) Based upon an aggregate of 26,024,487 shares, equal to the
sum of shares reported as outstanding in the Issuer's most recent
Quarterly Report on Form 10-Q plus shares issued on August 20,
1999.
<PAGE>
<PAGE>
CUSIP NO. 46588H 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Norton Garfinkle, as trustee of The Gillian Garfinkle S
Corporation Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OR ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
169,141(1)
6 SHARED VOTING POWER
--
7 SOLE DISPOSITIVE POWER
169,141(1)
8 SHARED DISPOSITIVE POWER
--
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
169,141(1)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
------
<PAGE>
<PAGE>
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6%(2)
12 TYPE OF REPORTING PERSON*
OO
- - -----------------
(1) Includes 26,336 shares deposited under the Escrow Agreement.
(2) Based upon an aggregate of 26,024,487 shares, equal to the
sum of shares reported as outstanding in the Issuer's most recent
Quarterly Report on Form 10-Q plus shares issued on August 20,
1999.
<PAGE>
<PAGE>
CUSIP NO. 46588H 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Norton Garfinkle, as trustee of The Nicholas Garfinkle S
Corporation Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OR ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
169,141(1)
6 SHARED VOTING POWER
--
7 SOLE DISPOSITIVE POWER
169,141(1)
8 SHARED DISPOSITIVE POWER
--
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
169,141(1)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
------
<PAGE>
<PAGE>
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6%(2)
12 TYPE OF REPORTING PERSON*
OO
- - -----------------
(1) Includes 26,336 shares deposited under the Escrow Agreement.
(2) Based upon an aggregate of 26,024,487 shares, equal to the
sum of shares reported as outstanding in the Issuer's most recent
Quarterly Report on Form 10-Q plus shares issued on August 20,
1999.
<PAGE>
<PAGE>
CUSIP NO. 46588H 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert C. Ford
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OR ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
146,327(1)
6 SHARED VOTING POWER
--
7 SOLE DISPOSITIVE POWER
146,327(1)
8 SHARED DISPOSITIVE POWER
--
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
146,327(1)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
------
<PAGE>
<PAGE>
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6%(2)
12 TYPE OF REPORTING PERSON*
IN
- - -----------------
(1) Includes 22,783 shares deposited under the Escrow Agreement.
(2) Based upon an aggregate of 26,024,487 shares, equal to the
sum of reported as outstanding in the Issuer's most recent
Quarterly Report on Form 10-Q plus shares issued on August 20,
1999.
<PAGE>
<PAGE>
CUSIP NO. 46588H 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David Diamond
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OR ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
79,719(1)
6 SHARED VOTING POWER
--
7 SOLE DISPOSITIVE POWER
79,719(1)
8 SHARED DISPOSITIVE POWER
--
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,719(1)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
------
<PAGE>
<PAGE>
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%(2)
12 TYPE OF REPORTING PERSON*
IN
- - -----------------
(1) Includes 12,412 shares deposited under the Escrow Agreement.
(2) Based upon an aggregate of 26,024,487 shares, equal to the
sum of reported as outstanding in the Issuer's most recent
Quarterly Report on Form 10-Q plus shares issued on August 20,
1999.
<PAGE>
<PAGE>
CUSIP NO. 46588H 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Virginia Cargill
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OR ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
--
6 SHARED VOTING POWER
--
7 SOLE DISPOSITIVE POWER
--
8 SHARED DISPOSITIVE POWER
--
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
--
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
See footnote (1)
<PAGE>
<PAGE>
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
--
12 TYPE OF REPORTING PERSON*
IN
- - -----------------
(1) Excludes 50,612 shares subsequently issuable under the
Agreement and Plan of Reorganization hereinafter referenced (the
"Merger Agreement") (including 5,015 shares to be deposited under
the Escrow Agreement and 17,183 shares to be deposited under a tax
withholding escrow agreement [the "Tax Escrow Agreement"]).
<PAGE>
<PAGE>
CUSIP NO. 46588H 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Douglas Bivona
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OR ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
--
6 SHARED VOTING POWER
--
7 SOLE DISPOSITIVE POWER
--
8 SHARED DISPOSITIVE POWER
--
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
--
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
See footnote (1)
<PAGE>
<PAGE>
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
--
12 TYPE OF REPORTING PERSON*
IN
- - -----------------
(1) Excludes 33,741 shares subsequently issuable under the Merger
Agreement (including 3,343 shares to be deposited under the Escrow
Agreement and 11,456 shares to be deposited under the Tax Escrow
Agreement).
<PAGE>
<PAGE>
CUSIP NO. 46588H 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul Kessinger
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OR ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
--
6 SHARED VOTING POWER
--
7 SOLE DISPOSITIVE POWER
--
8 SHARED DISPOSITIVE POWER
--
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
--
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
See footnote (1)
<PAGE>
<PAGE>
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
--
12 TYPE OF REPORTING PERSON*
IN
- - -----------------
(1) Excludes 8,485 shares subsequently issuable under the Merger
Agreement (including 836 shares to be deposited under the Escrow
Agreement and 2,864 shares to be deposited under the Tax Escrow
Agreement).
<PAGE>
<PAGE>
Introductory Statement
On August 20, 1999 (the "Closing"), iVillage, Inc. (the
"Corporation") completed its acquisition of Lamaze Publishing
Company, Inc. ("LPC") pursuant to an Agreement and Plan of
Reorganization dated July 13, 1999 (the "Merger Agreement") among
the Corporation, LPC, LPC Acquisition Corporation and the
shareholders (the "Shareholders") and stock appreciation unit
holders (the "SAU Holders" and, together with the Shareholders,
the "LPC Holders") of LPC. At Closing, pursuant to the Merger
Agreement the Corporation issued an aggregate of 1,594,298 shares
of common stock, $.01 par value ("Common Stock"), of the
Corporation to the Shareholders (252,385 shares of which were
deposited under an indemnification escrow agreement dated August
20, 1999 [the "Escrow Agreement"] among the Corporation, the LPC
Holders and Continental Stock Transfer and Trust Company, as
escrow agent), constituting 6.1% of the outstanding Common Stock
(as reported in the Corporation's most recent Quarterly Report on
Form 10-Q) plus shares issued at Closing. Under the Merger
Agreement, the SAU Holders remain entitled to receive an aggregate
of 92,788 shares of Common Stock (9,194 shares of which will be
deposited under the Escrow Agreement and 31,503 shares of which
will be deposited under escrow arrangements [the "Tax Escrow
Agreement"] to cover applicable withholding taxes). The
Corporation, at Closing, also issued 37,640 shares of Common Stock
to Brown Brothers Harriman & Co., and 23,967 shares of Common
Stock to Lamaze International, Inc., with respect to fees for
which the LPC Holders were responsible.
The filing of this Statement on Schedule 13G should not be
construed as an affirmation of the existence of any "group",
within the meaning of Section 13(d) of the Securities and Exchange
Act of 1934 (the "Exchange Act"), by the parties reporting
hereunder; and, upon completion of the Closing, the parties
reporting hereunder shall not be construed to constitute such a
"group". No party reporting hereunder shall be responsible for the
completeness or accuracy of any information contained herein with
respect to any other party reporting hereunder.
Item 1(a). Name of Issuer.
--------------
The name of the issuer is iVillage Inc., a Delaware
corporation.
Item 1(b). Address of Issuer's Principal Executive
Office.
The principal executive offices of the Corporation are
located at 170 Fifth Avenue, New York, New York 10010.
<PAGE>
<PAGE>
Item 2(a). Name of Persons Filing.
----------------------
This statement is filed jointly by the LPC Holders more
fully identified on Exhibit B, which information is
incorporated by reference into this item.
Item 2(b). Address of Principal Office or, if none,
Residence.
----------------------------------------
The address of each LPC Holder is set forth on
Exhibit B, which information is incorporated by reference
into this item.
Item 2(c). Citizenship.
-----------
Each LPC Holder is a citizen of the United States of
America.
Item 2(d). Title of Class of Securities.
----------------------------
The securities to which this statement relates are
shares of the common stock, $.01 par value, of the
Corporation.
Item 2(e). CUSIP Number.
------------
The CUSIP Number of the Common Stock is 46588H 10 5.
Item 3. Status of Filing Person.
-----------------------
Not applicable.
Item 4. Ownership.
---------
As of August 20, 1999, each LPC Holder beneficially
owned the number of shares of Common Stock, representing the
percent of the outstanding Common Stock, in each case as set
forth opposite its name on Exhibit B, which information is
incorporated by reference into this item. All of such shares
were held with sole voting and investment power, except as
set forth in Exhibit B.
<PAGE>
<PAGE>
Item 5. Ownership of Five Percent of Less of a Class.
--------------------------------------------
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to be
the beneficial owner of more than five percent of the class
of securities, check the following X (see following
footnote) ---
- - --------------------
* Effective upon completion of the Closing on August 20, 1999,
the parties reporting hereunder shall not be construed to
constitute a "group", within the meaning of Section 13(d) of
the Exchange Act; accordingly, no such party is the
beneficial owner of more than five percent of the Common
Stock.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
------------------------------------------------
No other person 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 such securities, except as set
forth in Exhibit B, which information is incorporated by
reference into this item.
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company.
--------------------------------------------
Not applicable.
Item 8. Identification and Classification of Members of
the Group.
-----------------------------------------------
See Exhibit B, which information is incorporated by
reference in response to this item.
Item 9. Notice of Dissolution of Group.
------------------------------
See Item 5 and Exhibit C, which information is
incorporated by reference in response to this item.
<PAGE>
<PAGE>
Item 10. Certification.
-------------
By signing below we certify that, to the best of our
knowledge and belief, the securities referred to above were
not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
<PAGE>
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of our
knowledge and belief, we certify that the information set
forth in this statement is true, complete and correct.
Dated: August 26, 1999 s/Bruce F. Failing, Jr.
-----------------------------
Bruce F. Failing, Jr.
Elizabeth F. Failing and Leigh
Q. Failing, Trustees of The
Failing Trust for the benefit
of Lindsay Failing
Dated: August 26, 1999 By: s/Elizabeth F. Failing
--------------------------
Dated: August 26, 1999 By: s/Leigh Q. Failing
--------------------------
Elizabeth F. Failing and Leigh
Q. Failing, Trustees of The
Failing Trust for the benefit
of Bruce F. Failing III
Dated: August 26, 1999 By: s/Elizabeth F. Failing
---------------------------
Dated: August 26, 1999 By: s/Leigh Q. Failing
---------------------------
Dated: August 26, 1999 s/Norton Garfinkle
------------------------------
Norton Garfinkle
THE GILLIAN GARFINKLE S
CORPORATION TRUST
Dated: August 26, 1999 By: s/Norton Garfinkle
---------------------------
<PAGE>
THE NICHOLAS GARFINKLE S
CORPORATION TRUST
Dated: August 26, 1999 By: s/Norton Garfinkle
---------------------------
Dated: August 26, 1999 s/Robert C. Ford
------------------------------
Robert C. Ford
Dated: August 26, 1999 s/David Diamond
------------------------------
David Diamond
Dated: August 26, 1999 s/Virginia Cargill
------------------------------
Virginia Cargill
Dated: August 26, 1999 s/Douglas Bivona
------------------------------
Douglas Bivona
Dated: August 26, 1999 s/Paul Kessinger
------------------------------
Paul Kessinger
<PAGE>
<PAGE>
Exhibit A
Pursuant to Rule 13d-1(k)(1)(iii) promulgated by the
Securities and Exchange Commission, the undersigned agree that the
statement to which this Exhibit is attached is filed on their
behalf and in the capacities set out herein below.
Dated: August 26, 1999 s/Bruce F. Failing, Jr.
-----------------------------
Bruce F. Failing, Jr.
Elizabeth F. Failing and Leigh
Q. Failing, Trustees of The
Failing Trust for the benefit
of Lindsay Failing
Dated: August 26, 1999 By: s/Elizabeth F. Failing
--------------------------
Dated: August 26, 1999 By: s/Leigh Q. Failing
--------------------------
Elizabeth F. Failing and Leigh
Q. Failing, Trustees of The
Failing Trust for the benefit
of Bruce F. Failing III
Dated: August 26, 1999 By: s/Elizabeth F. Failing
---------------------------
Dated: August 26, 1999 By: s/Leigh Q. Failing
---------------------------
Dated: August 26, 1999 s/Norton Garfinkle
------------------------------
Norton Garfinkle
THE GILLIAN GARFINKLE S
CORPORATION TRUST
Dated: August 26, 1999 By: s/Norton Garfinkle
---------------------------
<PAGE>
THE NICHOLAS GARFINKLE S
CORPORATION TRUST
Dated: August 26, 1999 By: s/Norton Garfinkle
---------------------------
Dated: August 26, 1999 s/Robert C. Ford
------------------------------
Robert C. Ford
Dated: August 26, 1999 s/David Diamond
------------------------------
David Diamond
Dated: August 26, 1999 s/Virginia Cargill
------------------------------
Virginia Cargill
Dated: August 26, 1999 s/Douglas Bivona
------------------------------
Douglas Bivona
Dated: August 26, 1999 s/Paul Kessinger
------------------------------
Paul Kessinger
<PAGE>
<PAGE>
Exhibit B
<TABLE>
<CAPTION>
Name and Address Percent of
of LPC Holder Number of Shares(1) Common Stock
- - ------------------- ------------------- ------------
<S> <C> <C>
Bruce F. Failing, Jr. 345,844(2) 1.3%
83 Pecksland Road
Greenwich, CT 06831
Elizabeth F. Failing and 169,141(3)(4) 0.6
Leigh Q. Failing, as trustees
of The Failing Trust f/b/o
Lindsay Failing
83 Pecksland Road
Greenwich, CT 06831
Elizabeth F. Failing and 169,141(3)(5) 0.6
Leigh Q. Failing, as trustees
of The Failing Trust f/b/o
Bruce F. Failing III
83 Pecksland Road
Greenwich, CT 06831
Norton Garfinkle 345,844(2) 1.3
133 East 62nd Street
New York, NY 10021
Norton Garfinkle, as trustee 169,141(3)(6) 0.6
of The Gillian Garfinkle
S Corporation Trust
133 East 62nd Street
New York, NY 10021
Norton Garfinkle, as trustee 169,141(3)(7) 0.6
of The Nicholas Garfinkle
S Corporation Trust
133 East 62nd Street
New York, NY 10021
Robert C. Ford 146,327(8) 0.6
415 E. 54th Street
New York, NY 10022
David Diamond 79,719(9) 0.3
25 Coulter Avenue
Pawling, NY 12564
Virginia Cargill -- (10) --
9 Old Kings Highway South
Darien, CT 06820
Douglas Bivona -- (11) --
9 Old Kings Highway South
Darien, CT 06820
Paul Kessinger -- (12) --
9 Old Kings Highway South
Darien, CT 06820
- - -----------------------------
(1) Except for shares deposited into escrow, such shares are held with sole
voting and investment power.
(2) Includes 55,923 shares deposited under the Escrow Agreement.
(3) Includes 26,336 shares deposited under the Escrow Agreement.
(4) Dividends or proceeds from the sale of such shares may be paid or applied
by the trustees to the beneficiary of such trust, namely Lindsay Failing.
(5) Dividends or proceeds from the sale of such shares may be paid or applied
by the trustees to the beneficiary of such trust, namely Bruce F. Failing
III.
(6) Dividends or proceeds from the sale of such shares may be paid or applied
by the trustee to the beneficiary of such trust, namely Gillian Garfinkle.
(7) Dividends or proceeds from the sale of such shares may be paid or applied
by the trustee to the beneficiary of such trust, namely Nicholas
Garfinkle.
(8) Includes 22,783 shares deposited under the Escrow Agreement.
(9) Includes 12,412 shares deposited under the Escrow Agreement.
(10) Excludes 50,612 shares subsequently issuable under the Merger Agreement
(including 5,015 shares to be deposited under the Escrow Agreement and
17,183 shares to be deposited under the Tax Escrow Agreement).
(11) Excludes 33,741 shares subsequently issuable under the Merger Agreement
(including 3,343 shares to be deposited under the Escrow Agreement and
11,456 shares to be deposited under the Tax Escrow Agreement).
(12) Excludes 8,435 shares subsequently issuable under the Merger Agreement
(including 836 shares to be deposited under the Escrow Agreement and 2,864
shares to be deposited under the Tax Escrow Agreement).
</TABLE>
</PAGE>
<PAGE>
<PAGE>
Exhibit C
Notice of Dissolution of Group
------------------------------
Effective upon completion of the Closing under the Merger Agreement
on August 20, 1999, the parties reporting hereunder shall not be
construed as a "group", within the meaning of Section 13(d) under
the Exchange Act. All further filings with respect to transactions
in the security reported on will be filed, if required, by the LPC
Holders in their individual capacity.
