-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TcUKWOVSl+N8/+guXGDnZErk5gfYz2fRYBegw/Hv+J4lH/GzKE4VthpzMu9HObVJ Bg6zx5IAchR6NJI667kDng== 0000904440-95-000016.txt : 19951222 0000904440-95-000016.hdr.sgml : 19951222 ACCESSION NUMBER: 0000904440-95-000016 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951221 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACORN VENTURE CAPITAL CORP CENTRAL INDEX KEY: 0000737243 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 592332857 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-40567 FILM NUMBER: 95603333 BUSINESS ADDRESS: STREET 1: 522 PARK ST CITY: JACKSONVILLE STATE: FL ZIP: 32204 BUSINESS PHONE: 9043598624 MAIL ADDRESS: STREET 1: 522 PARK ST CITY: JACKSONVILLE STATE: FL ZIP: 32204 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HERTZOG CALAMARI & GLEASON CENTRAL INDEX KEY: 0000904440 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 100 PARK AVENUE STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2124819500 MAIL ADDRESS: STREET 1: 100 PARK AVE STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* NAME OF ISSUER: ACORN VENTURE CAPITAL CORPORATION TITLE OF CLASS OF SECURITIES: Common Stock CUSIP NUMBER: 004907101000 NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS: Marian E. Gustafson 100 Park Avenue, 23rd Floor New York, New York 10017 (212) 481-9500 DATE OF EVENT WHICH REQUIRES FILING: December 12, 1995 If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box: ______ Check the following box if a fee is being paid with the statement: x . (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 be note 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). CUSIP NO.: 004907101000 1. NAME OF REPORTING PERSON: Ronald J. Manganiello 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) x 3. (SEC USE ONLY) 4. SOURCE OF FUNDS: PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): Yes No 6. CITIZENSHIP OR PLACE OF ORGANIZATION: U.S. 7. SOLE VOTING POWER: 135,000 8. SHARED VOTING POWER: 18,500 9. SOLE DISPOSITIVE POWER: 135,000 10. SHARED DISPOSITIVE POWER: 18,500 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 153,500 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: Yes x No 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.8% 14. TYPE OF REPORTING PERSON: IN ITEM 1. SECURITY AND ISSUER The title of the class of the equity securities to which this Schedule 13D relates is the Common Stock, $.01 par value (the "Common Stock"), of Acorn Venture Capital Corporation, a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 522 Park Street, Jacksonville, Florida 32204. ITEM 2. IDENTITY AND BACKGROUND (a) This Schedule 13D is being filed by Ronald J. Manganiello (the "Reporting Person"). (b) The principal business address of the Reporting Person is located at 107 Cherry Street, New Canaan, Connecticut 06840. (c) The Reporting Person is a business consultant having a principal place of business at the address set forth in Item 2(b). The Reporting Person is a Director of the Company. (d) and (e) During the last five years, the Reporting Person has neither (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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 of such laws. (f) U.S. citizen. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The Reporting Person purchased, on an individual basis, on December 12 and December 14, 1995, an aggregate of 100,000 shares of Common Stock, from two individuals on a private placement basis, for an aggregate purchase price of $102,400.58, as more specifically described in Item 5(c) below. The Reporting Person and the following persons, as a group, purchased an aggregate of 615,000 shares of Common Stock. Each of the parties identified, although acting as a group in acquiring the shares, except as disclosed herein, disclaims acting as a group in holding or disposing of such shares and disclaims "beneficial ownership" in the shares of each of such persons (other than himself or herself). In addition, it is Reporting Person's belief that each member of the group is filing a Schedule 13D on an individual basis. Members of Group ---------------- Edward N. Epstein Bert Sager Herbert Berman Stephen A. Ollendorff Paula Berliner ITEM 4. PURPOSE OF TRANSACTION The Reporting Person purchased the 100,000 shares of Common Stock for the purpose of investment, as well as to demonstrate his commitment to the long-term viability of the Company and to help deter any change in control that the Board of Directors does not feel is in the best interests of the Company. The Reporting Person has no plans or proposals which relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As of December 21, 1995, the Reporting Person beneficially owned 153,500 shares of Common Stock, representing approximately 2.8% of the shares of Common Stock outstanding as of that date. (b) The Reporting Person has sole voting and investment power of 135,000 shares of Common Stock bene- ficially owned by him (of which 20,000 shares are held in a Money Purchase Plan and 15,000 shares in a Profit Sharing Plan), and shared voting and investment power on 18,500 shares owned by his wife. (c) On December 12, 1995, the Reporting Person purchased 81,301 shares of restricted Common Stock of the Company, from an individual, on a private placement basis, for a purchase price of $86,093. On December 14, 1995, the Reporting Person purchased 18,699 shares of restricted Common Stock of the Company, from an individual, on a private placement basis, for a purchase price of $16,307.58. (d) No person other than the Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of the 135,000 shares of Common Stock directly owned by the Reporting Person. No person other than the Reporting Person's wife is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of the 18,500 shares owned by her. (e) The Reporting Person, as disclosed in Item 3 above, although acting as a group in acquiring the shares, disclaims "beneficial ownership" in the shares of each of such persons (other than himself or herself), and is filing a Schedule 13D on an individual basis. Accordingly, the Reporting Person does not on an individual basis own more than five percent of the securities described. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Not applicable. ITEM 7. MATERIALS TO BE FILED AS AN EXHIBIT Not applicable. SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct. Dated: December 21, 1995 Ronald J. Manganiello ------------------------- RONALD J. MANGANIELLO -----END PRIVACY-ENHANCED MESSAGE-----