(e) any material change in the present capitalization or dividend policy of the
Company; (f) any other material change in the Company's business or corporate
structure; (g) changes in the Company's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person; (h) a class of securities of the Company
being delisted from a national securities exchange or ceasing 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 Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or (j) any action similar to those enumerated above.
In addition, Mr. Tepper is the Secretary and Mr. Wilpon is a director
of the Company. In such capacities, Mr. Tepper may review or have other
participation in, and Mr. Wilpon may review and vote or otherwise exercise
decision-making authority with respect to, potential corporate actions which may
include actions of the type listed above.
Item 5. Interest in Securities of the Issuer.
(a) The equity securities to which this statement relates
consists of 965,714 shares of Common Stock, including (i) 800,000 shares of
Common Stock owned by Sterling (ii) 9,000 shares of Common Stock owned jointly
by Mr. Wilpon and his spouse, (iii) 10,000 shares of Common Stock owned jointly
by Mr. Wilpon and Mr. Katz, (iv) 40,000 shares of Common Stock owned by Mr.
Katz, (v) 5,000 shares owned jointly by Mr. Katz and his spouse, (vi) 53,982
shares of Common Stock issuable upon the exercise of stock options held by Mr.
Wilpon at exercise prices ranging between $12.00 and $37.125 per share and (vii)
47,732 shares of Common Stock issuable upon the exercise of stock options held
by Mr. Tepper at exercise prices ranging between $12.00 and $37.125 per share.
These equity securities represent approximately 5.9% of the outstanding shares
of Common Stock of the Company. Such stock options are currently exercisable and
expire on dates ranging between July 6, 2000 and June 3, 2008.
Page 8 of 14 Pages
The Reporting Persons disclaim beneficial ownership of the 800,000
shares held by Sterling, except to the extent of each of their pecuniary
interests. Each of Mr. Wilpon and Mr. Katz disclaims beneficial ownership of the
10,000 shares held jointly by them, except to the extent of each of their
pecuniary interests. Certain other partners in Sterling hold securities of the
Company outside of Sterling.
(b) Mr. Wilpon has the sole power to vote and dispose of the
53,982 shares of Common Stock underlying his stock options upon exercise of such
options and acquisition of such shares, shared power to vote and dispose of the
800,000 shares of Common Stock held by Sterling, shared power to vote and
dispose of the 9,000 shares of Common Stock held jointly with his spouse and
shared power to vote and dispose of the 10,000 shares of Common Stock held
jointly with Mr. Katz.
Mr. Tepper has the sole power to vote and dispose of the
47,732 shares of Common Stock underlying his stock options upon exercise of such
options and acquisition of such shares and shared power to vote and dispose of
the 800,000 shares of Common Stock held by Sterling.
Mr. Katz has the sole power to vote and dispose of the
40,000 shares of Common Stock held by him, shared power to vote and dispose of
the 800,000 shares of Common Stock held by Sterling, shared power to vote and
dispose of the 5,000 shares of Common Stock held jointly with his spouse and
shared power to vote and dispose of the 10,000 shares of Common Stock held
jointly with Mr. Wilpon.
(c) During the 120 days preceding the filing of this report,
no transactions involving Common Stock were effected by the Reporting Persons.
(d) Sterling has the right to receive proceeds from the sale
of any of the 800,000 shares of Common Stock held by Sterling; Mr. Wilpon's
spouse has the right to receive proceeds from the sale of any of the 9,000
shares of Common Stock held jointly with Mr. Wilpon; Mr. Katz' spouse has the
right to receive proceeds from the sale of any of the 5,000 shares of Common
Stock held jointly with Mr. Katz, and each of Mr. Wilpon and Mr. Katz has the
right to receive proceeds from the sale of any of the 10,000 shares of Common
Stock held jointly by them.
Page 9 of 14 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Reference is made to the Agreement of Joint Filing, a copy of which is
filed hereto as Exhibit 1; the 1997 Stock Option Plan, a copy of which is
incorporated by reference to the Company's Schedule 14A (Annex A) filed with the
SEC on April 29, 1997; the 1996 Stock Option Plan for Non-Employee Directors, a
copy of which is incorporated by reference to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995 (Exhibit 4.3); and the
1992 Stock Option Plan, a copy of which is incorporated by reference to the
Company's Registration Statement on Form S-1, File No. 33-97070 (Exhibit 3.1).
Item 7. Materials to be Filed as Exhibits.
Exhibit No. Exhibit
1. Agreement of Joint Filing, a copy of
which is filed hereto as Exhibit 1.
2. The 1997 Stock Option Plan, a copy
of which is incorporated by
reference to the Company's Schedule
14A (Annex A) filed with the SEC on
April 29, 1997.
3. The 1996 Stock Option Plan for
Non-Employee Directors, a copy of
which is incorporated by reference
to the Company's Annual Report on
Form 10-K for the fiscal year ended
December 31, 1995 (Exhibit 4.3).
4. The 1992 Stock Option Plan, a copy
of which is incorporated by
reference to the Company's
Registration Statement on Form S-1,
File No. 33-97070 (Exhibit 3.1).
Page 10 of 14 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete, and correct.
Date: May 10, 1999
/s/ Fred Wilpon
-------------------------------
Fred Wilpon
Page 11 of 14 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete, and correct.
Date: May 10, 1999
/s/ Marvin B. Tepper
-----------------------------
Marvin B. Tepper
Page 12 of 14 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete, and correct.
Date: May 10, 1999
/s/ Saul B. Katz
-----------------------------------
Saul B. Katz
Page 13 of 14 Pages
EXHIBIT 1
AGREEMENT OF JOINT FILING
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, the undersigned hereby consent to the joint filing of Amendment No. 1 to
the Statement on Schedule 13D on their behalf and to the joint filing of any
single amended statements on Schedule 13D thereto with respect to the ownership
by each of the undersigned of shares of Common Stock of the Company. The
undersigned hereby further agree that this statement may be executed in any
number of counterparts, each of which when so executed shall be deemed to be an
original, but all of which counterparts shall together constitute one and the
same instrument.
Dated: as of May 10, 1999
/s/ Fred Wilpon
------------------------
Fred Wilpon
/s/ Marvin B. Tepper
------------------------
Marvin B. Tepper
/s/ Saul B. Katz
------------------------
Saul B. Katz
Page 14 of 14 Pages
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