SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b)(c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 5 )1
SYSTEMAX INC.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
871851 10 1
(CUSIP Number)
December 31, 2000
(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)
|_| Rule 13d-1(c)
|X| Rule 13d-1(d)
1 The remainder of this cover page shall be filled out for a reporting persons 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).
SCHEDULE 13G
|
|
|
1 |
NAME OF REPORTING PERSON |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
5 |
|
SOLE VOTING POWER |
|
8,498,524 |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
12 |
TYPE OF REPORTING PERSON* |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
|
|
|
1 |
NAME OF REPORTING PERSON |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
5 |
|
SOLE VOTING POWER |
|
6,654,943 |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
12 |
TYPE OF REPORTING PERSON* |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
|
|
|
1 |
NAME OF REPORTING PERSON |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
5 |
|
SOLE VOTING POWER |
|
6,654,941 |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
12 |
TYPE OF REPORTING PERSON* |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
|
|
|
1 |
NAME OF REPORTING PERSON |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
5 |
|
SOLE VOTING POWER |
|
-0- |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
12 |
TYPE OF REPORTING PERSON* |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
|
|
|
1 |
NAME OF REPORTING PERSON |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
5 |
|
SOLE VOTING POWER |
|
1,844,083 |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
12 |
TYPE OF REPORTING PERSON* |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
|
|
|
1 |
NAME OF REPORTING PERSON |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
5 |
|
SOLE VOTING POWER |
|
231,327 |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
12 |
TYPE OF REPORTING PERSON* |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
|
|
|
1 |
NAME OF REPORTING PERSON |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
5 |
|
SOLE VOTING POWER |
|
10,000 |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
12 |
TYPE OF REPORTING PERSON* |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
|
|
|
1 |
NAME OF REPORTING PERSON |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
5 |
|
SOLE VOTING POWER |
|
466,812 |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
12 |
TYPE OF REPORTING PERSON* |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
|
|
|
1 |
NAME OF REPORTING PERSON |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
5 |
|
SOLE VOTING POWER |
|
2,000 |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
12 |
TYPE OF REPORTING PERSON* |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
|
|
|
1 |
NAME OF REPORTING PERSON |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
5 |
|
SOLE VOTING POWER |
|
438,557 |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
12 |
TYPE OF REPORTING PERSON* |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
|
|
|
1 |
NAME OF REPORTING PERSON |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
5 |
|
SOLE VOTING POWER |
|
438,557 |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
12 |
TYPE OF REPORTING PERSON* |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
|
|
|
1 |
NAME OF REPORTING PERSON |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
5 |
|
SOLE VOTING POWER |
|
438,557 |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
12 |
TYPE OF REPORTING PERSON* |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
|
|
|
1 |
NAME OF REPORTING PERSON |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
5 |
|
SOLE VOTING POWER |
|
231,327 |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
12 |
TYPE OF REPORTING PERSON* |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
|
|
|
1 |
NAME OF REPORTING PERSON |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
5 |
|
SOLE VOTING POWER |
|
-0- |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
12 |
TYPE OF REPORTING PERSON* |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
|
|
|
1 |
NAME OF REPORTING PERSON |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
5 |
|
SOLE VOTING POWER |
|
-0- |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
12 |
TYPE OF REPORTING PERSON* |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
|
|
|
1 |
NAME OF REPORTING PERSON |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
5 |
|
SOLE VOTING POWER |
|
-0- |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
12 |
TYPE OF REPORTING PERSON* |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
|
|
|
1 |
NAME OF REPORTING PERSON |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
5 |
|
SOLE VOTING POWER |
|
269,149 |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
12 |
TYPE OF REPORTING PERSON* |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
|
|
|
1 |
NAME OF REPORTING PERSON |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
5 |
|
SOLE VOTING POWER |
|
269,149 |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
12 |
TYPE OF REPORTING PERSON* |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
|
|
|
1 |
NAME OF REPORTING PERSON |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
5 |
|
SOLE VOTING POWER |
|
269,149 |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
12 |
TYPE OF REPORTING PERSON* |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
|
|
|
1 |
NAME OF REPORTING PERSON |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
5 |
|
SOLE VOTING POWER |
|
235,850 |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
12 |
TYPE OF REPORTING PERSON* |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
|
|
|
1 |
NAME OF REPORTING PERSON |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
5 |
|
SOLE VOTING POWER |
|
50,000 |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
12 |
TYPE OF REPORTING PERSON* |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
|
|
|
1 |
NAME OF REPORTING PERSON |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
5 |
|
SOLE VOTING POWER |
|
50,000 |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
12 |
TYPE OF REPORTING PERSON* |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
|
|
|
1 |
NAME OF REPORTING PERSON |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
5 |
|
SOLE VOTING POWER |
|
50,000 |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
12 |
TYPE OF REPORTING PERSON* |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item
1(a). Name of Issuer. Systemax Inc.
(the "Company") Item
1(b). Address of Issuer's Principal Executive Offices. 22 Harbor Park Drive 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 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: Systemax Inc. (2) For: Michele Rosenberg: Cornick Garber & Sandler LLP (3) For: Michael Leeds and Carol Leeds: 800 South Ocean Boulevard (4) For: Paul Leeds and The David Leeds Grantor Trust: 6141 Hollows Lane (5) For: Nancy Leeds Bunt and GML Partners, L.P.: 320 Central Park West 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 Companys Common Stock, par value $.01 per share
(the Common Stock). Item
2(e). CUSIP Number. 871851 10 1 Item
3. For Statements Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c). Not applicable. Item
4(a), (b) and (c). Ownership. Richard
Leeds is the beneficial owner of 10,435,736 shares of Common Stock of the
Company, representing 30.60% of the total number of shares outstanding as of
December 31, 2000. Richard Leeds has (i) sole power to vote or to direct the
vote and to dispose or direct the disposition of 8,498,524 of such shares
(including 1,844,083 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
1,515,412 of such shares as co-trustee for trusts for the benefit of his
brothers children and 421,800 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 8,692,155 shares of Common Stock of the
Company, representing 25.49% of the total number of shares outstanding as of
December 31, 2000. Robert Leeds has (i) sole power to vote or to direct the vote
and to dispose or direct the disposition of 6,654,943 of such shares and (ii)
shared power to vote or to direct the vote and to dispose or to direct the
disposition of 1,615,412 of such shares as co-trustee for trusts for the benefit
of his brothers children and 421,800 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 8,692,153 shares of Common Stock of the
Company, representing 25.49% of the total number of shares outstanding as of
December 31, 2000. Bruce Leeds has (i) sole power to vote or to direct the vote
and to dispose or direct the disposition of 6,654,941 of such shares and (ii)
shared power to vote or to direct the vote and to dispose or to direct the
disposition of 1,615,412 of such shares as co-trustee for trusts for the benefit
of his brothers children and 421,800 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, 2000. 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 1,844,083 shares of Common
Stock of the Company, representing 5.41% of the total number of shares
outstanding as of December 31, 2000. Paul
Leeds 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 owned by The David
Leeds Grantor Trust, for which Paul Leeds acts as trustee, representing 0.67% of
the total number of shares outstanding as of December 31, 2000. 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 0.02% of the total number of shares outstanding as of
December 31, 2000. Nancy
Leeds Bunt is the beneficial owner of 470,012 shares of Common Stock of the
Company, representing 1.38% of the total number of shares outstanding as of
December 31, 2000. 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 2,275,118 shares of Common Stock of the
Company, representing 6.67% of the total number of shares outstanding as of
December 31, 2000. Ms. Rosenberg has (i) sole power to vote or to direct the
vote and to dispose or to 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 2,273,118 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 1.28% of the total number of
shares outstanding as of December 31, 2000. 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 0.68% of the total number of shares
outstanding as of December 31, 2000. The
1997 Richard Leeds Grantor Retained Annuity Trust, 1997 Robert Leeds Grantor
Retained Annuity Trust and 1997 Bruce Leeds Grantor Retained Annuity Trust are
not the beneficial owners of any shares of Common Stock of the Company. 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 269,147 shares of Common Stock of the Company
representing 0.79% of the total number of shares outstanding as of December 31,
2000. 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 0.69% of the total number of
outstanding shares as of December 31, 2000. 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
0.15% of the total number of shares outstanding as of December 31, 2000. The
Company and each of the persons listed above (each, 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 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. 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 12, 2001 GENERATIONS PARTNERS, L.P. By: /S/ RICHARD LEEDS
THE RICHARD LEEDS IRREVOCABLE TRUST By: /S/ BRUCE LEEDS
By: /S/ ROBERT LEEDS
By: /S/ MICHELE ROSENBERG
THE ROBERT LEEDS IRREVOCABLE TRUST By: /S/ BRUCE LEEDS
By: /S/ RICHARD LEEDS
By: /S/ MICHELE ROSENBERG
THE BRUCE LEEDS IRREVOCABLE TRUST By: /S/ ROBERT LEEDS
By: /S/ RICHARD LEEDS
By: /S/ MICHELE ROSENBERG
THE DAVID LEEDS GRANTOR TRUST By: /S/ PAUL LEEDS
THE 1997 RICHARD LEEDS GRANTOR RETAINED By: /S/ BRUCE LEEDS
By: /S/ ROBERT LEEDS
By: /S/ MICHELE ROSENBERG
THE 1997 ROBERT LEEDS GRANTOR RETAINED ANNUITY TRUST By: /S/ RICHARD LEEDS
By: /S/ BRUCE LEEDS
By: /S/ MICHELE ROSENBERG
THE 1997 BRUCE LEEDS GRANTOR RETAINED ANNUITY TRUST By: /S/ RICHARD LEEDS
By: /S/ ROBERT LEEDS
By: /S/ MICHELE ROSENBERG
THE 1997 RICHARD LEEDS GRANTOR RETAINED By: /S/ BRUCE LEEDS
By: /S/ ROBERT LEEDS
By: /S/ MICHELE ROSENBERG
THE 1997 RICHARD LEEDS GRANTOR RETAINED By: /S/ BRUCE LEEDS
By: /S/ ROBERT LEEDS
By: /S/ MICHELE ROSENBERG
GML PARTNERS, L.P. By: /S/ NANCY LEEDS BUNT
THE RICHARD LEEDS FAMILY IRREVOCABLE TRUST By: /S/ ROBERT LEEDS
By: /S/ BRUCE LEEDS
By: /S/ MICHELE ROSENBERG
THE ROBERT LEEDS FAMILY IRREVOCABLE TRUST By: /S/ RICHARD LEEDS
By: /S/ BRUCE LEEDS
By: /S/ MICHELE ROSENBERG
THE BRUCE LEEDS FAMILY IRREVOCABLE TRUST By: /S/ RICHARD LEEDS
By: /S/ ROBERT LEEDS
By: /S/ MICHELE ROSENBERG
Port Washington, NY 11050
22 Harbor Park Drive
Port Washington, NY 11050
630 Third Avenue
10th Floor
New York, NY 10017
Boca Raton, FL 33432
Delray Beach, FL 33484
Apt. 10A
New York, NY 10025
By
the Parent Holding Company.
/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/ MICHAEL ROSENBERG
Michele Rosenberg
Richard Leeds, General Partner
Bruce Leeds, as Trustee
Robert Leeds, as Trustee
Michele Rosenberg, as Trustee
Bruce Leeds, as Trustee
Richard Leeds, as Trustee
Michele Rosenberg, as Trustee
Robert Leeds, as Trustee
Richard Leeds, as Trustee
Michele Rosenberg, as Trustee
Paul Leeds, as Trustee
ANNUITY TRUST
Bruce Leeds, as Trustee
Robert Leeds, as Trustee
Michele Rosenberg, as Trustee
Richard Leeds, as Trustee
Bruce Leeds, as Trustee
Michele Rosenberg, as Trustee
Richard Leeds, as Trustee
Robert Leeds, as Trustee
Michele Rosenberg, as Trustee
ANNUITY TRUST II
Bruce Leeds, as Trustee
Robert Leeds, as Trustee
Michele Rosenberg, as Trustee
ANNUITY TRUST II
Bruce Leeds, as Trustee
Robert Leeds, as Trustee
Michele Rosenberg, as Trustee
Nancy Leeds Bunt, General Partner
Robert Leeds, as Trustee
Bruce Leeds, as Trustee
Michele Rosenberg, as Trustee
Richard Leeds, as Trustee
Bruce Leeds, as Trustee
Michele Rosenberg, as Trustee
Richard Leeds, as Trustee
Robert Leeds, as Trustee
Michele Rosenberg, as Trustee