-----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, MOZyhT6XUZID1CuKFYJ2uxaja0E4rfrALnMuRg5WJs+f8w3oxup/jRMUieLoKRoI FV/c3DKFq+rxNePQ0WpmDQ== 0000933259-00-000025.txt : 20000331 0000933259-00-000025.hdr.sgml : 20000331 ACCESSION NUMBER: 0000933259-00-000025 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000330 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GREG MANNING AUCTIONS INC CENTRAL INDEX KEY: 0000895516 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 222365834 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51355 FILM NUMBER: 585521 BUSINESS ADDRESS: STREET 1: 775 PASSAIC AVE CITY: WEST CALDWELL STATE: NJ ZIP: 07006 BUSINESS PHONE: 2018820004 MAIL ADDRESS: STREET 1: 775 PASSAIC AVE CITY: WEST CALDWELL STATE: NJ ZIP: 07006 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LIEBMAN LEON CENTRAL INDEX KEY: 0001072481 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2 NEVILLE TERRACE CITY: LONDON STATE: X0 ZIP: 00000 BUSINESS PHONE: 011441715840311 SC 13D/A 1 AMENDMENT NO. 3, LEON H. LIEBMAN ---------------------------- OMB APPROVAL ---------------------------- ---------------------------- OMB Number: 3235-0145 Expires: December 31, 1997 Estimated average burden Hours per form 14.90 ----------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Greg Manning Auctions, Inc. --------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value ---------------------------------------------------------------------------- (Title of Class of Securities) 563823103 ------------------------------------ (CUSIP Number) Michael A. Varet, Esq. Piper Marbury Rudnick & Wolfe LLP 1251 Avenue of the Americas New York, New York 10020-1104 (212) 835-6250 ---------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 29, 2000 --------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 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 |_|. (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 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). SEC 1746 (12-91) Page 1 of 8 SCHEDULE 13D CUSIP No. 699004107 Page 2 of 6 Pages - ---------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Leon H. Liebman - ---------------------------------------------------------------------------- - ---------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - ---------------------------------------------------------------------------- - ---------------------------------------------------------------------------- 3 SEC USE ONLY - ---------------------------------------------------------------------------- - ---------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not applicable - ---------------------------------------------------------------------------- - ---------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS RE QUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - ---------------------------------------------------------------------------- - ---------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - ---------------------------------------------------------------------------- -------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 379,620 -------------------------------------------------------------- -------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 -------------------------------------------------------------- -------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 379,620 -------------------------------------------------------------- -------------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------- - ---------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 379,620 - ---------------------------------------------------------------------------- - ---------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - ---------------------------------------------------------------------------- - ---------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.86% - ---------------------------------------------------------------------------- - ---------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ---------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION Page 2 of 8 This amends the Statement on Schedule 13D, dated October 29, 1998, as amended by Amendment Nos. 1 and 2 (the "Schedule 13D"), previously filed with the Securities and Exchange Commission by Leon H. Liebman (the "Reporting Person"), with respect to his beneficial ownership of common stock, $.01 par value per share, of Greg Manning Auctions, Inc., a Delaware corporation. Item 1. Security and Issuer. This statement relates to the Common Stock, $.01 par value per share (the "Common Stock") of Greg Manning Auctions, Inc., a Delaware corporation (the "Company"). The address of the Company's principal executive office is 775 Passaic Avenue, West Caldwell, New Jersey 07006. Item 2. Identity and Background. Response unchanged. Item 3. Source and Amount of Funds or Other Consideration. Not applicable. Item 4. Purpose of Transaction. Item 4 of Schedule 13D is supplemented as follows: Since January 31, 2000, the date on which the last reported sale by Reporting Person occurred, the Reporting Person has disposed of 107,800 shares of Common Stock through open market sales. Reporting Person currently intends to dispose of additional shares of Common Stock through open market sales. In addition, on March 29, 2000, Reporting Person sold 400,000 shares Page 3 of 8 of Common Stock in a negotiated private transaction for an aggregate consideration of $5,200,000. See Item 6. Except as set forth in the preceding paragraph, Reporting Person does not have any present plans or intentions which relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) As of March 29, 2000, Reporting Person beneficially owns, an aggregate of 379,620 shares of Common Stock. The shares of Common Stock beneficially owned by Reporting Person represent 3.86% of the Common Stock outstanding, based on a total of 9,844,434 shares of Common Stock outstanding on March 29, 2000 (as reported in the Company's Form S-3, filed with the Securities and Exchange Commission on March 16, 2000). (b) Reporting Person has sole voting and dispositive power over all shares of Common Stock it holds. (c) Reporting Person made the following open market sales of Common Stock since the last transactions reported on Schedule 13D: (1) on February 1, 2000, 13,000 shares at a price of $22.8173 per share; (2) on February 2, 2000, 5,000 shares at a price of $24.25 per share; (3) on February 2, 2000, 5,000 shares at a price of $24.0625 per share; (4) on February 2, 2000, 1,200 shares at a price of $24.6875 per share; (5) on February 7, 2000, 100 shares at a price of $22.9375 per share; Page 4 of 8 (6) on February 14, 2000, 1,500 shares at a price of $21.5625 per share; (7) on February 14, 2000, 7,000 shares at a price of $23.00 per share; (8) on February 15, 2000, 7,300 shares at a price of $21.2586 per share; (9) on February 16, 2000, 1,900 shares at a price of $21.125 per share; (10) on March 1, 2000, 500 shares at a price of $18.625 per share; (11) on March 2, 2000, 1,500 shares at a price of $18.375 per share; (12) on March 2, 2000, 1,000 shares at a price of $19.00 per share; (13) on March 8, 2000, 1,000 shares at a price of $21.00 per share; (14) on March 10, 2000, 1,000 shares at a price of $22.125 per share; (15) on March 14, 2000, 1,000 shares at a price of $21.75 per share; (16) on March 15, 2000, 28,200 shares at a price of $20.6396 per share; (17) on March 17, 2000, 2,500 shares at a price of $19.50 per share; (18) on March 21, 2000, 10,000 shares at a price of $19.1438 per share; (19) on March 21, 2000, 5,000 shares at a price of $19.125 per share; (20) on March 22, 2000, 11,000 shares at a price of $19.25 per share; and (21) on March 24, 2000, 3,100 shares at a price of $18.75 per share. (d) Not applicable. Page 5 of 8 (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Item 6 of Schedule 13D is supplemented as follows: On March 28, 2000, the Reporting Person entered into a letter agreement with Greg Manning, Ronda Services Ltd. and Sherleigh Associates Inc. Profit Sharing Plan (collectively, the "Purchasers"), pursuant to which the Reporting Person sold 400,000 shares of Common Stock to the Purchasers on that date at a price of $7.50 per share to Greg Manning, $14.75 per share to Ronda Services Ltd. and $15.00 per share to Sherleigh Associates Inc. Profit Sharing Plan. The Purchasers cash purchased the number of shares of Common Stock set forth below opposite their respective names for the consideration shown: Purchaser's Name Number of Shares Consideration ---------------- ---------------- ------------- 1. Greg Manning 100,000 $ 750,000 2. Ronda Services Ltd. 200,000 $2,950,000 3. Sherleigh Associates Inc. 100,000 $1,500,000 Profit Sharing Plan Pursuant to the letter agreement the Reporting Person has agreed with the Purchasers to limit his sale of shares of Common Stock through market transactions for a period of one year. A copy of the letter agreement is attached as Exhibit 7.1. Item 7. Material to be Filed as Exhibits. Page 6 of 8 Exhibit Description ------- ----------- 7.1 Letter Agreement, dated March 29, 2000, between Leon H. Liebman, as Seller, and Greg Manning, Ronda Services Ltd. and Sherleigh Associates Inc. Profit Sharing Plan, as Purchasers. Page 7 of 8 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. Dated: March 29, 2000 LEON H. LIEBMAN By /s/ Michael A. Varet Michael A. Varet Attorney-in-Fact Page 8 of 8 EX-99.4 2 LETTER AGREEMENT DATED MARCH 29, 2000 Schedule A ---------- Leon H. Liebman C/O MICHAEL A. VARET 29th floor Piper Marbury Rudnick & Wolfe LLP 1251 Avenue of the Americas New York, New York 10020 March 29, 2000 The Purchasers (as defined below) c/o Kramer Levin Naftalis & Frankel LLP 919 Third Avenue New York, New York 10022-3903 Attention: Kenneth A. Adams, Esq. Stock Purchase Agreement Gentlemen: This letter agreement (this "Agreement") is written to set forth the agreement between the three persons identified on Schedule A (each a "Purchaser," and collectively, "Purchasers") and Leon H. Liebman ("Seller"), relating to the sale by Seller to Purchasers and the purchase by Purchasers from Seller of an aggregate of 400,000 shares of the Common Stock (par value $0.01 per share) (the "GMAI Common Stock"; those 400,000 shares, the "Shares") of Greg Manning Auctions, Inc., a New York corporation ("GMAI"). 1. Purchase of GMAI Common Stock. Seller hereby sells to each Purchaser, and each Purchaser hereby purchases from Seller, the number of shares of GMAI Common Stock set forth opposite the Purchaser's name on Schedule A. The Purchasers shall pay $5,200,000 to Seller as the aggregate purchase price for the Shares (the "Purchase Price"). 2. Payment and Delivery. (a) Immediately after the parties sign this Agreement, Kramer Levin Naftalis & Frankel LLP, as agent for the Purchasers (the "Agent"), shall wire transfer to a bank account designated by Seller in writing an amount equal to the Purchase Price. (b) Upon his receipt of the Purchase Price, Seller shall deliver to the Agent a certificate or certificates representing the Shares which the Purchasers are purchasing hereunder (together with properly executed stock assignment powers with all necessary stock transfer taxes paid or provided for necessary to permit the transfer of the Shares to the Purchasers). 3. Seller's Representations and Warranties. Seller represents and warrants to Purchasers as follows: (a) Seller has all requisite power and authority to enter into and perform his obligations under this Agreement and to carry out the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller, and this Agreement is a valid and binding obligation of Seller, enforceable against him in accordance with its terms, except as enforceability may be limited by any bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors' rights generally and by general equitable principles (whether such enforceability is considered in a proceeding at law or in equity). (b) The making, execution, delivery and performance of this Agreement by Seller will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to Seller or any material license, permit or other governmental authorization held by Seller, or (ii) violate or conflict with any material provision, or result in any material default, acceleration or other breach, of any contract, license, lease or loan agreement to which Seller is a party. (c) Seller is not liable for any fee, commission or other compensation to any agent, broker, investment banker or other similar person acting on behalf of or under the authority of Seller in connection with the making, execution, delivery or performance of this Agreement or the sale of Shares hereunder to the Purchasers. (d) Seller is the record and beneficial owner of and has good and valid title to the Shares, free and clear of any lien, charge, encumbrance, security interest, option, right or claim of others. Upon delivery of and payment for the Shares as provided in this Agreement, Seller will transfer to each Purchaser good and valid title to the Shares being sold to that Purchaser hereunder, free and clear of any lien, charge, encumbrance, security interest, option, right or claim of others, other than as may be imposed by the certificate of incorporation or by-laws of GMAI or by applicable securities laws. (e) (i) Since January 1, 2000, Seller has not purchased any GMAI Common Stock, (ii) Seller has no net short position in GMAI Common Stock, and (iii) Seller neither owns or has obligations under any put, call, option or derivative security relating to GMAI Common Stock. (f) Seller is not an affiliate of GMAI and Seller has owned the Shares since October 29, 1998. For purposes hereof, "affiliate" shall mean with respect to any specified party hereto, any person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the specified party. As used in this definition, the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a party, whether through ownership of voting securities, as trustee or executor, by contract or credit arrangement or otherwise. (g) During the period ending 365 days from the date of this Agreement, Seller agrees that he will not sell or otherwise transfer in any 30-day period more than 40,000 shares of any unregistered GMAI Common Stock he now owns or subsequently acquires; provided, however, that this provision shall not apply in the event of a merger or sale of all or substantially all of the capital stock of GMAI. 4. Purchaser's Representations and Warranties. Each Purchaser separately represents and warrants to Seller as to itself as follows: (a) If the Purchaser is a corporation, company or trust, (i) it is duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization (which is specified in Schedule A), (ii) it has the full authority to enter into and perform this Agreement, (iii) this Agreement has been authorized by proper action on behalf of such Purchaser, and (iv) upon execution and delivery hereof by such Purchaser, this Agreement will be duly executed and delivered by such Purchaser, and will represent the valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, except as enforceability may be limited by any bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors' rights generally and by general equitable principles (whether such enforceability is considered in a proceeding at law or in equity). (b) If the Purchaser is an individual, he has all requisite power and authority to enter into and perform his obligations under this Agreement and to carry out the transactions contemplated hereby. This Agreement has been duly executed and delivered by Purchaser, and this Agreement is a valid and binding obligation of Purchaser, enforceable against him in accordance with its terms, except as enforceability may be limited by any bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors' rights generally and by general equitable principles (whether such enforceability is considered in a proceeding at law or in equity). (c) (i) The Shares being purchased by Purchaser hereunder are being purchased for his or its sole benefit and account for investment and not with a view to, or for resale in connection with, a public offering or distribution, (ii) Purchaser agrees and acknowledges that such Shares may be sold or transferred only in compliance with the United States Securities Act of 1933, as amended (the "Act") and other applicable securities laws, and GMAI's Certificate of Incorporation and By-Laws, and (iii) that the certificate or certificates representing such Shares may be imprinted with a legend indicating that such stock is not registered under the Act or such other laws and noting that the transfer thereof is restricted. (d) Purchaser is familiar with Rule 501 under the Act and is an "accredited investor" within the meaning of that rule. (e) (i) Purchaser (or its advisors or representatives) have had access to extensive financial information concerning GMAI, and Purchaser (or its advisors and representatives) have such knowledge and experience in financial and business matters that Purchaser is capable of utilizing the information so available to it concerning GMAI to evaluate the risks of an investment in GMAI, and (ii) Purchaser has been advised that the Shares which he or it is purchasing hereunder have not been registered under the Act, and that, accordingly, the Purchaser may not be able to sell or otherwise dispose of such Shares when he or it may wish to do so. (f) Except as expressly provided in Section 3, Seller has made no representation or warranty to Purchaser with respect to the Shares which he or it is purchasing hereunder, or GMAI, either orally or in writing. (g) Purchaser if an individual, or in the case of a trust the trustee thereof, or in the case of a company the principal shareholder thereof is not in possession of any material nonpublic information concerning GMAI, including but not limited to information relating to GMAI's prospects, potential business combinations involving GMAI, any potential offer to acquire GMAI, GMAI's earnings or performance or operating results, any potential executive hirings by GMAI, acquisitions by GMAI of other businesses, or any other matter. (h) Purchaser if an individual, or if a trust such trust and its trustee and each of its principal beneficiaries, or if a company its principal beneficial owner(s) (i) has no net short position in GMAI Common Stock, and (ii) neither owns nor has obligations under any put, call, option or other derivative security relating to GMAI Common Stock. 5. Indemnity. (a) Each Purchaser hereby indemnifies Seller against any liability in connection with any fee, commission or other compensation owed by that Purchaser to any agent, broker, investment banker or other similar person acting on behalf of or under the authority of that Purchaser in connection with the making, execution, delivery or performance of this Agreement or the purchase of the Shares being purchased by that Purchaser from Seller hereunder. (b) Seller hereby indemnifies each Purchaser against any liability in connection with any fee, commission or other compensation owed by Seller to any agent, broker, investment banker or other similar person acting on behalf of or under the authority of Seller in connection with the making, execution, delivery or performance of this Agreement or the sale of the Shares being sold by Seller to that Purchaser hereunder. 6. Miscellaneous. This Agreement (a) by election of the parties, in accordance with section 5-1401 of the New York General Obligations Law, shall be governed by the laws of the State of New York applicable to contracts made and to be wholly performed within that State (without reference to its conflict of laws rules) and the rights and duties of the parties hereunder shall be determined in accordance therewith, (b) may be modified, amended or terminated only in writing signed by the parties to be bound thereby, (c) expresses the entire agreement of the parties with respect to its subject matter, and (d) shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. In the event of any dispute arising under this Agreement, each Purchaser and Seller agree that it shall be resolved exclusively in the Federal or state courts sitting in New York County, New York, and each Purchaser and Seller hereby submits to the exclusive jurisdiction of such courts, and agrees that service of process against him may be made by mailing by registered mail to his address as shown on the first page of this Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same agreement. This Agreement shall be effective when each of the parties shall have executed at least one counterpart, although not all of the parties may have executed the same counterpart. If the foregoing correctly sets forth our agreement please sign and return the enclosed copy of this letter to me, whereupon this letter will become a binding agreement between Purchasers and Seller. Very truly yours, LEON H. LIEBMAN By_______________________________________ Michael A. Varet, Esq., as Attorney-in-Fact for Leon H. Liebman, and not individually AGREED TO AS OF THE DATE HEREOF: RONDA SERVICES LTD. By_________________________________ ___________________________________ Its________________________________ ________________________________ Greg Manning SHERLEIGH ASSOCIATES INC. PROFIT SHARING PLAN By________________________________ Jack Silver Trustee Number of Purchaser's Name and Shares Being Purchase Price Address Purchased Purchaser # 1 - ------------- Ronda Services Ltd., 200,000 $2,950,000 a British Virgin Islands company P.O. Box 3186 Abbott Building Main Street Road Town Tortola, British Virgin Islands Purchaser # 2 - ------------- 100,000 $ 750,000 Greg Manning C/o Greg Manning Auctions Inc. 775 Passaic Avenue West Caldwell, New Jersey 07006 Purchaser # 3 - ---------------- 100,000 $1,500,000 SHERLEIGH ASSOCIATES INC. PROFIT SHARING PLAN, a New York trust Jack Silver, Trustee 920 Fifth Avenue (3B) New York, New York 10021 TOTAL 400,000 $5,200,000 -----END PRIVACY-ENHANCED MESSAGE-----