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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Global DirectMail Corp
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
-------------
379321 10 2
(CUSIP Number)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
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SCHEDULE 13G
CUSIP No. 379321 10 2 Page 2 of Page 34 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Richard Leeds
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
7,949,282
NUMBER OF SHARES
BENEFICIALLY OWNED BY 6 SHARED VOTING POWER
EACH REPORTING PERSON
WITH 2,737,398
7 SOLE DISPOSITIVE POWER
7,949,282
8 SHARED DISPOSITIVE POWER
2,737,398
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,686,680
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
28.0%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 379321 10 2 Page 3 of Page 34 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Robert Leeds
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
6,093,950
NUMBER OF SHARES
BENEFICIALLY OWNED BY 6 SHARED VOTING POWER
EACH REPORTING PERSON
WITH 2,737,647
7 SOLE DISPOSITIVE POWER
6,093,950
8 SHARED DISPOSITIVE POWER
2,737,647
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,831,597
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
23.1%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 379321 10 2 Page 4 of Page 34 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Bruce Leeds
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
6,093,948
6 SHARED VOTING POWER
2,737,647
7 SOLE DISPOSITIVE POWER
6,093,948
8 SHARED DISPOSITIVE POWER
2,737,647
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,831,595
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
23.1%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 379321 10 2 Page 5 of Page 34 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Michael Leeds
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
-0-
NUMBER OF SHARES
BENEFICIALLY OWNED BY 6 SHARED VOTING POWER
EACH REPORTING PERSON
WITH -0-
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 379321 10 2 Page 5 of Page 34 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Generations Partners, L.P.
11-3296824
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF SHARES 1,856,083
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 6 SHARED VOTING POWER
WITH
-0-
7 SOLE DISPOSITIVE POWER
1,856,083
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,856,083
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.9%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 379321 10 2 Page 7 of Page 34 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Paul Leeds
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
243,277
NUMBER OF SHARES
BENEFICIALLY OWNED BY 6 SHARED VOTING POWER
EACH REPORTING PERSON
WITH 4,410
7 SOLE DISPOSITIVE POWER
243,277
8 SHARED DISPOSITIVE POWER
4,410
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
247,687
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 379321 10 2 Page 8 of Page 34 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Carol Leeds
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
3 SEC USE ONLY (b) [X]
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
10,000
6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER
10,000
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.03%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 379321 10 2 Page 9 of Page 34 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Nancy Leeds Bunt
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
466,812
6 SHARED VOTING POWER
3,200
7 SOLE DISPOSITIVE POWER
466,812
8 SHARED DISPOSITIVE POWER
3,200
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
470,012
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.2%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 379321 10 2 Page 10 of Page 34 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Michele Rosenberg
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
2,000
6 SHARED VOTING POWER
3,956,346
7 SOLE DISPOSITIVE POWER
2,000
8 SHARED DISPOSITIVE POWER
3,956,346
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,958,346
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.4%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 379321 10 2 Page 11 of Page 34 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The Richard Leeds Irrevocable Trust
13-7039966
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
438,557
NUMBER OF SHARES
BENEFICIALLY OWNED BY 6 SHARED VOTING POWER
EACH REPORTING PERSON
WITH -0-
7 SOLE DISPOSITIVE POWER
438,557
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
438,557
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.1%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 379321 10 2 Page 12 of Page 34 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The Robert Leeds Irrevocable Trust
13-7045037
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
438,557
6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER
438,557
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
438,557
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.1%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 379321 10 2 Page 13 of Page 34 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The Bruce Leeds Irrevocable Trust
13-7039904
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
438,557
NUMBER OF SHARES
BENEFICIALLY OWNED BY 6 SHARED VOTING POWER
EACH REPORTING PERSON
WITH -0-
7 SOLE DISPOSITIVE POWER
438,557
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
438,557
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.1%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 379321 10 2 Page 14 of Page 34 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The David Leeds Grantor Trust
11-6386642
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
231,327
NUMBER OF SHARES 6 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON -0-
WITH
7 SOLE DISPOSITIVE POWER
231,327
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
231,327
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 379321 10 2 Page 15 of Page 34 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The 1997 Richard Leeds Grantor Retained Annuity Trust
13-7110411
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
375,774
NUMBER OF SHARES
BENEFICIALLY OWNED BY 6 SHARED VOTING POWER
EACH REPORTING PERSON
WITH -0-
7 SOLE DISPOSITIVE POWER
375,774
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
375,774
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 379321 10 2 Page 16 of Page 34 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The 1997 Robert Leeds Grantor Retained Annuity Trust
13-7110412
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
375,525
NUMBER OF SHARES
BENEFICIALLY OWNED BY 6 SHARED VOTING POWER
EACH REPORTING PERSON
WITH -0-
7 SOLE DISPOSITIVE POWER
375,525
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
375,525
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 379321 10 2 Page 17 of Page 34 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The 1997 Bruce Leeds Grantor Retained Annuity Trust
13-7110407
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
375,525
NUMBER OF SHARES
BENEFICIALLY OWNED BY 6 SHARED VOTING POWER
EACH REPORTING PERSON
WITH -0-
7 SOLE DISPOSITIVE POWER
375,525
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
375,525
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 379321 10 2 Page 18 of Page 34 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The 1997 Richard Leeds Grantor Retained Annuity Trust II
13-7113589
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
454,617
NUMBER OF SHARES
BENEFICIALLY OWNED BY 6 SHARED VOTING POWER
EACH REPORTING PERSON
WITH -0-
7 SOLE DISPOSITIVE POWER
454,617
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
454,617
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.2%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 379321 10 2 Page 19 of Page 34 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The 1997 Robert Leeds Grantor Retained Annuity Trust II
13-7113590
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
454,617
NUMBER OF SHARES
BENEFICIALLY OWNED BY 6 SHARED VOTING POWER
EACH REPORTING PERSON
WITH -0-
7 SOLE DISPOSITIVE POWER
454,617
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
454,617
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.2%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 379321 10 2 Page 20 of Page 34 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The 1997 Bruce Leeds Grantor Retained Annuity Trust II
13-7113588
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
454,617
NUMBER OF SHARES
BENEFICIALLY OWNED BY 6 SHARED VOTING POWER
EACH REPORTING PERSON
WITH -0-
7 SOLE DISPOSITIVE POWER
454,617
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
454,617
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.2%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 379321 10 2 Page 21 of Page 34 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
GML Partners, L.P.
13-3983149
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
235,850
NUMBER OF SHARES
BENEFICIALLY OWNED BY 6 SHARED VOTING POWER
EACH REPORTING PERSON
WITH -0-
7 SOLE DISPOSITIVE POWER
235,850
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
235,850
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 379321 10 2 Page 22 of Page 34 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The Richard Leeds Family Irrevocable Trust
13-7084941
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
50,000
NUMBER OF SHARES 6 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON -0-
WITH
7 SOLE DISPOSITIVE POWER
50,000
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 379321 10 2 Page 23 of Page 34 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The Robert Leeds Family Irrevocable Trust
13-7083942
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
NUMBER OF SHARES 50,000
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 6 SHARED VOTING POWER
WITH
-0-
7 SOLE DISPOSITIVE POWER
50,000
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 379321 10 2 Page 24 of Page 34 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The Bruce Leeds Family Irrevocable Trust
13-7083943
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
50,000
NUMBER OF SHARES 6 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON -0-
WITH
7 SOLE DISPOSITIVE POWER
50,000
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1(a). Name of Issuer.
Global DirectMail Corp (the "Company")
Item 1(b). Address of Issuer's Principal Executive Offices.
22 Harbor Park Drive
Port Washington, NY 11050
Item 2(a). Name of Person Filing.
This statement is filed on behalf of the persons identified in
Item 4 below. In accordance with Rule 13d-1(f)(1) under the Securities
Exchange Act of 1934, as amended, each person filing this statement
acknowledges that it is responsible for the completeness and accuracy of the
information contained herein concerning that person, but is not responsible
for the completeness or accuracy of the information concerning the other
persons making the filing, unless such person knows or has reason to believe
that such information is inaccurate.
Item 2(b). Address of Principal Business Office or, if None,
Residence.
(1) For: Richard Leeds, Robert Leeds, Bruce Leeds, Generations
Partners, L.P., The Richard Leeds Irrevocable Trust, The Robert
Leeds Irrevocable Trust, The Bruce Leeds Irrevocable Trust, The
1997 Richard Leeds Grantor Retained Annuity Trust, The 1997
Robert Leeds Grantor Retained Annuity Trust, The 1997 Bruce Leeds
Grantor Retained Annuity Trust, The 1997 Richard Leeds Grantor
Retained Annuity Trust II, The Robert Leeds Grantor Retained
Annuity Trust II, The 1997 Bruce Leeds Grantor Retained Annuity
Trust II, The Richard Leeds Family Irrevocable Trust, The Robert
Leeds Family Irrevocable Trust and The Bruce Leeds Family
Irrevocable Trust:
Global DirectMail Corp
22 Harbor Park Drive
Port Washington, NY 11050
(2) For: Michele Rosenberg:
Cornick Garber & Sandler LLP
630 Third Avenue
10th Floor
New York, NY 10017
(3) For: Michael Leeds and Carol Leeds:
800 South Ocean Boulevard
Boca Raton, FL 33432
(4) For: Paul Leeds and The David Leeds Grantor Trust:
6141 Hollows Lane
Delray Beach, FL 33484
(5) For: Nancy Leeds Bunt and GML Partners, L.P.:
320 Central Park West
Apt. 10A
New York, NY 10025
Item 2(c). Citizenship.
Each of the persons filing this statement is a United States
citizen, a limited partnership organized under the laws of a state of the
United States or a trust created or governed under the laws of a state of the
United States.
Item 2(d). Title of Class of Securities.
This statement relates to the Company's Common Stock, par value
$.01 per share (the "Common Stock").
Item 2(e). CUSIP Number.
379321 10 2
Item 3. For Statements Filed Pursuant to Rule 13d-1(b), or
13d-2(b).
Not applicable.
Item 4(a), (b) and (c). Ownership.
Richard Leeds is the beneficial owner of 10,686,680 shares of
Common Stock of the Company, representing 28.0% of the total number of shares
outstanding as of December 31, 1997. Richard Leeds has (i) sole power to vote
or to direct the vote and to dispose or direct the disposition of 7,949,282 of
such shares (including 1,856,083 shares owned by Generations Partners, L.P., a
limited partnership of which Richard Leeds is the general partner) and (ii)
shared power to vote or to direct the vote and to dispose or to direct the
disposition of 2,737,398 of such shares as co-trustee for trusts for the
benefit of his brothers' children and 100,000 of such shares as a member of
Aspire Partners LLC, a limited liability company that is the general partner
of Aspire Partners, L.P.
Robert Leeds is the beneficial owner of 8,831,597 shares of
Common Stock of the Company, representing 23.1% of the total number of shares
outstanding as of December 31, 1997. Robert Leeds has (i) sole power to vote
or to direct the vote and to dispose or direct the disposition of 6,093,950 of
such shares and (ii) shared power to vote or to direct the vote and to dispose
or to direct the disposition of 2,737,647 of such shares as co-trustee for
trusts for the benefit of his brothers' children and 100,000 of such shares as
a member of Aspire Partners LLC, a limited liability company that is the
general partner of Aspire Partners, L.P.
Bruce Leeds is the beneficial owner of 8,831,595 shares of
Common Stock of the Company, representing 23.1% of the total number of shares
outstanding as of December 31, 1997. Bruce Leeds has (i) sole power to vote
or to direct the vote and to dispose or direct the disposition of 6,093,948 of
such shares and (ii) shared power to vote or to direct the vote and to dispose
or to direct the disposition of 2,737,647 of such shares as co-trustee for
trusts for the benefit of his brothers' children and 100,000 of such shares as
a member of Aspire Partners LLC, a limited liability company that is the
general partner of Aspire Partners, L.P.
Michael Leeds is not the beneficial owner of any shares of
Common Stock of the Company as of December 31, 1997.
Generations Partners, L.P. is the beneficial owner, and has
sole power to vote or to direct the vote and to dispose or direct the
disposition, of 1,856,083 shares of Common Stock of the Company, representing
4.9% of the total number of shares outstanding as of December 31, 1997.
Paul Leeds is the beneficial owner of 247,687 shares of Common
Stock of the Company, representing 0.6% of the total number of shares
outstanding as of December 31, 1997. Paul Leeds has (i) sole power to vote or
to direct the vote and to dispose or direct the disposition of 243,277 such
shares (including 231,327 shares owned by The David Leeds Grantor Trust, for
which Paul Leeds acts as trustee) and (ii) shared power to vote or to direct
the vote and to dispose or to direct the disposition of 4,410 of such shares,
all of which are held in retirement and other accounts for the benefit of his
wife and children.
Carol Leeds is the beneficial owner, and has sole power to
vote or to direct the vote and to dispose or to direct the disposition, of
10,000 shares of Common Stock of the Company, representing 0.03% of the
total number of shares outstanding as of December 31, 1997.
Nancy Leeds Bunt is the beneficial owner of 470,012 shares of
Common Stock of the Company, representing 1.2% of the total number of shares
outstanding as of December 31, 1997. Nancy Leeds Bunt has (i) sole power to
vote or to direct the vote and to dispose or to direct the disposition of
466,812 of such shares (including 235,850 shares owned by GML Partners, L.P.,
a limited partnership of which Nancy Leeds Bunt is the general partner, and
1,000 shares as custodian for Jake Edward Bunt, and (ii) shared power to vote
or to direct the vote and to dispose or to direct the disposition of 3,200 of
such shares, all of which are held in her name in retirement and other
accounts.
Michele Rosenberg is the beneficial owner of 3,958,346 shares
of Common Stock of the Company, representing 10.4% of the total number of
shares outstanding as of December 31, 1997. Ms. Rosenberg has (i) sole
power to vote or to direct the vote and to dispose or direct the
disposition of 2,000 of such shares and (ii) shared power to vote or to
direct the vote and to dispose or to direct the disposition of 3,956,346 of
such shares as co-trustee for trusts for the benefit of the children of
Richard Leeds, Robert Leeds and Bruce Leeds.
Each of The Richard Leeds Irrevocable Trust, The Robert Leeds
Irrevocable Trust and The Bruce Leeds Irrevocable Trust is the beneficial
owner, and has sole power to vote or to direct the vote and to dispose or
direct the disposition, of 438,557 shares of Common Stock of the Company,
representing 1.1% of the total number of shares outstanding as of December 31,
1997.
The David Leeds Grantor Trust is the beneficial owner, and has
sole power to vote or to direct the vote and to dispose or direct the
disposition, of 231,327 shares of Common Stock of the Company, representing
0.6% of the total number of shares outstanding as of December 31, 1997.
The 1997 Richard Leeds Grantor Retained Annuity Trust is the
beneficial owner, and has the sole power to vote or direct the vote and to
dispose or direct the disposition, of 375,774 shares of Common Stock of the
Company representing 1.0% of the total number of shares outstanding as of
December 31, 1997.
Each of The 1997 Robert Leeds Grantor Retained Annuity Trust
and The 1997 Bruce Leeds Grantor Retained Annuity Trust is the beneficial
owner, and has sole power to vote or direct the vote and to dispose or direct
the disposition, of 375,525 shares of Common Stock of the Company,
representing 1.0% of the total number of shares outstanding as of December 31,
1997.
Each of The 1997 Richard Leeds Grantor Retained Annuity Trust
II, The 1997 Robert Leeds Grantor Retained Annuity Trust II and The 1997 Bruce
Leeds Grantor Retained Annuity Trust II is the beneficial owner, and has sole
power to dispose or direct the disposition, of 454,617 shares of Common Stock
of the Company representing 1.2% of the total number of shares outstanding as
of December 31, 1997.
GML Partners, L.P. is the beneficial owner, and has the sole
power to vote or to direct the vote and to dispose or to direct the
disposition, of 235,850 shares of Common Stock of the Company representing
0.63% of the total number of outstanding shares as of December 31, 1997.
Each of The Richard Leeds Family Irrevocable Trust, The Robert
Leeds Family Irrevocable Trust and The Bruce Leeds Family Irrevocable Trust is
the beneficial owner, and has sole power to vote or to direct the vote and to
dispose or direct the disposition, of 50,000 shares of Common Stock of the
Company, representing 0.1% of the total number of shares outstanding as of
December 31, 1997.
The Company and each of the persons listed above (each, a
"Holder") have entered into a stockholders agreement which contains, among
other things, certain restrictions with respect to the transferability of
certain shares of Common Stock held by the Holders, certain provisions
regarding the election of directors, certain registration rights granted by
the Company with respect to certain shares held by the Holders and certain
provisions which may require a Holder to transfer stock in certain
circumstances.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
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 Item 4 above.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of the knowledge and
belief of each of the undersigned, each of the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Dated: February 13, 1998
/s/ Richard Leeds
------------------------------
Richard Leeds
/s/ Robert Leeds
------------------------------
Robert Leeds
/s/ Bruce Leeds
------------------------------
Bruce Leeds
/s/ Michael Leeds
------------------------------
Michael Leeds
/s/ Paul Leeds
------------------------------
Paul Leeds
/s/ Carol Leeds
------------------------------
Carol Leeds
/s/ Nancy Leeds Bunt
------------------------------
Nancy Leeds Bunt
/s/ Michele Rosenberg
------------------------------
Michele Rosenberg
GENERATIONS PARTNERS, L.P.
By: /s/ Richard Leeds
------------------------------
Richard Leeds, General Partner
THE RICHARD LEEDS IRREVOCABLE TRUST
By: /s/ Bruce Leeds
------------------------------
Bruce Leeds, as Trustee
By: /s/ Robert Leeds
------------------------------
Robert Leeds, as Trustee
By: /s/ Michele Rosenberg
------------------------------
Michele Rosenberg, as Trustee
THE ROBERT LEEDS IRREVOCABLE TRUST
By: /s/ Bruce Leeds
------------------------------
Bruce Leeds, as Trustee
By: /s/ Richard Leeds
------------------------------
Richard Leeds, as Trustee
By: /s/ Michele Rosenberg
------------------------------
Michele Rosenberg, as Trustee
THE BRUCE LEEDS IRREVOCABLE TRUST
By: /s/ Robert Leeds
------------------------------
Robert Leeds, as Trustee
By: /s/ Richard Leeds
------------------------------
Richard Leeds, as Trustee
By: /s/ Michele Rosenberg
------------------------------
Michele Rosenberg, as Trustee
THE DAVID LEEDS GRANTOR TRUST
By: /s/ Paul Leeds
------------------------------
Paul Leeds, as Trustee
THE 1997 RICHARD LEEDS GRANTOR RETAINED
ANNUITY TRUST
By: /s/ Bruce Leeds
------------------------------
Bruce Leeds, as Trustee
By: /s/ Robert Leeds
------------------------------
Robert Leeds, as Trustee
By: /s/ Michele Rosenberg
------------------------------
Michele Rosenberg, as Trustee
THE 1997 ROBERT LEEDS GRANTOR RETAINED
ANNUITY TRUST
By: /s/ Richard Leeds
------------------------------
Richard Leeds, as Trustee
By: /s/ Bruce Leeds
------------------------------
Bruce Leeds, as Trustee
By: /s/ Michele Rosenberg
------------------------------
Michele Rosenberg, as Trustee
THE 1997 BRUCE LEEDS GRANTOR RETAINED
ANNUITY TRUST
By: /s/ Richard Leeds
------------------------------
Richard Leeds, as Trustee
By: /s/ Robert Leeds
------------------------------
Robert Leeds, as Trustee
By: /s/ Michele Rosenberg
------------------------------
Michele Rosenberg, as Trustee
THE 1997 RICHARD LEEDS GRANTOR RETAINED
ANNUITY TRUST II
By: /s/ Bruce Leeds
------------------------------
Bruce Leeds, as Trustee
By: /s/ Robert Leeds
------------------------------
Robert Leeds, as Trustee
By: /s/ Michele Rosenberg
------------------------------
Michele Rosenberg, as Trustee
THE 1997 ROBERT LEEDS GRANTOR RETAINED
ANNUITY TRUST II
By: /s/ Richard Leeds
------------------------------
Richard Leeds, as Trustee
By: /s/ Bruce Leeds
------------------------------
Bruce Leeds, as Trustee
By: /s/ Michele Rosenberg
------------------------------
Michele Rosenberg, as Trustee
THE 1997 BRUCE LEEDS GRANTOR RETAINED
ANNUITY TRUST II
By: /s/ Richard Leeds
------------------------------
Richard Leeds, as Trustee
By: /s/ Robert Leeds
------------------------------
Robert Leeds, as Trustee
By: /s/ Michele Rosenberg
------------------------------
Michele Rosenberg, as Trustee
GML PARTNERS, L.P.
By: /s/ Nancy Leeds Bunt
------------------------------
Nancy Leeds Bunt, General Partner
THE RICHARD LEEDS FAMILY IRREVOCABLE TRUST
By: /s/ Robert Leeds
------------------------------
Robert Leeds, as Trustee
By: /s/ Bruce Leeds
------------------------------
Bruce Leeds, as Trustee
By: /s/ Michele Rosenberg
------------------------------
Michele Rosenberg, as Trustee
THE ROBERT LEEDS FAMILY IRREVOCABLE TRUST
By: /s/ Richard Leeds
-----------------------------
Richard Leeds, as Trustee
By: /s/ Bruce Leeds
-----------------------------
Bruce Leeds, as Trustee
By: /s/ Michele Rosenberg
-----------------------------
Michele Rosenberg, as Trustee
THE BRUCE LEEDS FAMILY IRREVOCABLE TRUST
By: /s/ Richard Leeds
-----------------------------
Richard Leeds, as Trustee
By: /s/ Robert Leeds
-----------------------------
Robert Leeds, as Trustee
By: /s/ Michele Rosenberg
-----------------------------
Michele Rosenberg, as Trustee
