-----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, AnxnFVBZaLZyA2yfWhp00lDsK3oUVVk8E1lr5DX8WI6fl2AdB7pxj+Dw/jsLyN4X PUc7IU290Hg05mgBBw2zGA== 0000950123-00-000862.txt : 20000209 0000950123-00-000862.hdr.sgml : 20000209 ACCESSION NUMBER: 0000950123-00-000862 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000208 GROUP MEMBERS: BRAVE ASSET MANAGEMENT INC GROUP MEMBERS: DAVID G. BUNTING GROUP MEMBERS: T. BRETT HAIRE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FARMSTEAD TELEPHONE GROUP INC CENTRAL INDEX KEY: 0000804331 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 061205743 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-41072 FILM NUMBER: 526759 BUSINESS ADDRESS: STREET 1: 22 PRESTIGE PARK CIRCLE CITY: EAST HARTFORD STATE: CT ZIP: 06108 BUSINESS PHONE: 8602820010 MAIL ADDRESS: STREET 1: 22 PRESTIGE PARK CIRCLE CITY: EAST HARTFORD STATE: CT ZIP: 06108 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRAVE ASSET MANAGEMENT INC CENTRAL INDEX KEY: 0001085867 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 223190069 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 47 SUMMIT AVENUE CITY: SUMMIT STATE: NJ ZIP: 07901 BUSINESS PHONE: 9085228822 MAIL ADDRESS: STREET 1: 47 SUMMIT AVE CITY: SUMMIT STATE: NJ ZIP: 07901 SC 13G/A 1 AMENDMENT #1 TO SCHEDULE 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) FARMSTEAD TELEPHONE GROUP INC. (Name of Issuer) Common Stock, $.001 par value per share (Title of Class of Securities) 311565 30 3 (CUSIP Number) Check the appropriate box to designate the rule to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) 2 CUSIP NUMBER 311565 30 3 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Brave Asset Management Inc. 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 Jersey NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER (See Item 4) 6. SHARED VOTING POWER (See Item 4) 7. SOLE DISPOSITIVE POWER (See Item 4) 8. SHARED DISPOSITIVE POWER (See Item 4) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 158,200 (See Note 1) 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF THE CLASS REPRESENTED BY AMOUNT IN ROW 9 4.83% 12. TYPE OF REPORTING PERSON IA (See Item 4) - 2 - 3 CUSIP NUMBER 311565 30 3 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON David G. Bunting 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER (See Item 4) 6. SHARED VOTING POWER (See Item 4) 7. SOLE DISPOSITIVE POWER (See Item 4) 8. SHARED DISPOSITIVE POWER (See Item 4) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 158,200 (See Note 1) 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF THE CLASS REPRESENTED BY AMOUNT IN ROW 9 4.83% 12. TYPE OF REPORTING PERSON IN (See Item 4) - 3 - 4 CUSIP NUMBER 311565 30 3 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON T. Brett Haire 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 Jersey NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER (See Item 4) 6. SHARED VOTING POWER (See Item 4) 7. SOLE DISPOSITIVE POWER (See Item 4) 8. SHARED DISPOSITIVE POWER (See Item 4) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 158,200 (See Note 1) 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF THE CLASS REPRESENTED BY AMOUNT IN ROW 9 4.83% 12. TYPE OF REPORTING PERSON IN (See Item 4) - 4 - 5 Item 1. (a) Name of Issuer: FARMSTEAD TELEPHONE GROUP INC. (b) Address of Issuer's Principal Executive Offices: 22 Prestige Park Circle East Hartford, CT 06108-3728 Item 2. (a) Name of Person Filing: (i) Brave Asset Management Inc. (ii) David G. Bunting (iii) T. Brett Haire (b) Address of Principal Business Office: (i): 47 Summit Avenue Summit, New Jersey 07901 (ii) and (iii): c/o Brave Asset Management Inc. 47 Summit Avenue Summit, New Jersey 07901 (c) Place of Organization or Citizenship: (i) New Jersey (ii) and (iii): USA (d) Title of Class of Securities: Common Stock, par value $.001 (e) CUSIP NUMBER: 311565 30 3 Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). - 5 - 6 (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [ ] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J). Item 4. Ownership The statement on Schedule 13G relates to an aggregate total owned as of December 31, 1999 and January 31, 2000 of Class A and Class B Warrants of the Issuer entitling the holder to acquire within the next 60 days a total of 158,200 shares of the Common Stock of the Issuer (representing approximately 4.83% of the issued and outstanding Common Stock of the Issuer as of October 29, 1999 based on information contained in the Issuer's most recent filing with the Securities and Exchange Commission). Each Class A and B Warrant entitles the holder to one share of the Common Stock of the Issuer. Of the aggregate total, 50,000 Class B Warrants are owned by an advisory client of Brave Asset Management Inc. ("BAMI"), a registered investment adviser, a total of 44,000 Class A and B Warrants are beneficially owned by T. Brett Haire, and a total of 33,600 Class A and B Warrants are beneficially owned by David G. Bunting. Messrs. Haire and Bunting comprise the control persons of BAMI (collectively, the "Control Persons"). Mr. Bunting may also be deemed to be the beneficial owner of 30,600 shares of Common Stock (included in the aggregate total of 158,200 shares) acquirable within the next 60 days under Class B Warrants, which are beneficially owned by an adult child, but disclaims such beneficial ownership. BAMI and the Control Persons are of the view that they are not acting as a "group" for purposes of Section 13(d) under the 1934 Act and that they are not otherwise required to attribute to each other the "beneficial ownership" of securities held by any of them or by any persons or entities advised by BAMI. - 6 - 7 (a) Amount Beneficially Owned: 158,200 (See Note 1) (b) Percent of Class: 4.83% (c) Number of shares as to which each person has: (i) sole power to vote or to direct the vote: 0(1) (ii) shared power to vote or to direct the vote: 158,200(1) (iii) sole power to dispose or to direct the disposition of: 0(1) (iv) shared power to dispose or to direct the disposition of: 158,200(1) Note (1): BAMI denies any voting power with respect to the Common Stock acquirable pursuant to the Warrants. The Control Persons have sole voting power with respect to the securities respectively acquirable by them. Mr. Bunting denies any voting or dispositive power with respect to the securities owned by his adult child. BAMI shares dispositive power with its clients with respect to the securities owned by its clients, and therefore shares dispositive power with respect to 50,000 Class B Warrants owned by a client. BAMI shares dispositive power with the Control Persons with respect to the Class A and B Warrants owned by the respective Control Person, which in the aggregate entitle the holder to 77,600 shares of Common Stock of the Issuer. Item 5. Ownership of five percent or 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]. 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 by the Parent Holding Company. Not applicable. Item 8: Identification and Classification of Members of the Group. - 7 - 8 See response to Item 4 above. Item 9: Notice of Dissolution of Group Not Applicable. Item 10: Certification. The following certification shall be included if the statement is filed pursuant to "240.13d-1(c): By signing below I certify that, to the best of my 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. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 8, 2000 BRAVE ASSET MANAGEMENT INC. By:/s/ David G. Bunting -------------------------------- David G. Bunting Secretary-Treasurer /s/ David G. Bunting -------------------------------- DAVID G. BUNTING /s/ T. Brett Haire -------------------------------- T. BRETT HAIRE Note 1: The 158,200 Common Shares are acquirable within the next 60 days under 48,200 Class A Warrants (each for one share of Common Stock) and 110,000 Class B Warrants (each for one share of Common Stock). - 8 - EX-99.A 2 JOINT FILING AGREEMENT 1 EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agrees to the joint filing with each other of the attached statement on Schedule 13G and to all amendments to such statement and that such statement and all amendments to such statement is made on behalf of each of them. /s/ David G. Bunting -------------------------------- DAVID G. BUNTING /s/ T. Brett Haire -------------------------------- T. BRETT HAIRE BRAVE ASSET MANAGEMENT INC. By: /s/ David G. Bunting -------------------------------- David G. Bunting Secretary-Treasurer - 9 - -----END PRIVACY-ENHANCED MESSAGE-----