-----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, WiT32AVD1/+W7CJNY+2trKtVmHkEvxjwuRODkCGR49/d4ErOt0x23KL9Cs9zljLn GGzcA/zWg8/VJjgX7B7kNA== 0000933259-99-000085.txt : 19990924 0000933259-99-000085.hdr.sgml : 19990924 ACCESSION NUMBER: 0000933259-99-000085 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990923 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: 99716049 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. 1, LEON H. LIEBMAN SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)1 Greg Manning Auctions, Inc. - --------------------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $.01 Per Share - --------------------------------------------------------------------------- (Title of Class of Securities) 563823103 ----------------------------------- (CUSIP Number) Michael A. Varet, Esq. Piper & Marbury L.L.P. 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) September 15, 1999 -------------------------------------------- (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(e), 13d-1(f) or 13d-1(g) check the following box |_|. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) Page 1 of 5 - -------- 1 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). CUSIP No. 699004107 13D Page 2 of 5 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* N/A - --------------------------------------------------------------------------- - --------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - --------------------------------------------------------------------------- - --------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - --------------------------------------------------------------------------- -------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 983,720 -------------------------------------------------------------- -------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY N/A -------------------------------------------------------------- -------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 983,720 -------------------------------------------------------------- -------------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER N/A -------------------------------------------------------------- - --------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 983,720 - --------------------------------------------------------------------------- - --------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - --------------------------------------------------------------------------- - --------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4 - --------------------------------------------------------------------------- - --------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - --------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT Page 2 of 5 This amends the Statement on Schedule 13D dated October 29, 1998 (the "Statement), previously filed with the Securities and Exchange Commission by the Reporting Person with respect to his beneficial ownership of the common stock ($.01 par value) of Greg Manning Auctions, Inc. Item 1. Security and Issuer. This Statement relates to the common stock, par value $.01 per share (the "Common Stock"), of Greg Manning Auctions, Inc. (the "Issuer"). The address of the principal executive offices of the Issuer is 775 Passaic Avenue, West Caldwell, New Jersey 07006. Item 2. Identity and Background. No change in response. Item 3. Source and Amount of Funds or Other Consideration. No change in response. Item 4. Purpose of the Transaction. No change in response. Item 5. Interest in Securities of the Issuer. (a) The Reporting Person has beneficial ownership of 983,720 shares of Common Stock, constituting approximately 14.4% of the 6,827,245 issued and outstanding shares of Common Stock as of August 27, 1999, based upon the number of securities outstanding as contained in the Issuer's Proxy Statement dated September 15, 1999. (b) No change in response. (c) Within the past sixty days, the following transactions in the Common Stock were effected by the Reporting Person: (i) On August 2, 1999, the Reporting Person sold 5,000 shares of Common Stock in a market transaction executed on NASDAQ at a price of $18 1/16 per share for aggregate proceeds of $89,839.48. (d) No change in response. Page 3 of 5 (e) No change in response. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The Reporting Person understands that the Issuer has been advised by The Nasdaq Stock Market, Inc. that, under Nasdaq's shareholder governance rules to which the Issuer is subject because the Common Stock is listed on the Nasdaq SmallCap Market, shareholder approval was required for the issuance on October 29, 1998 by the Issuer of 200,000 shares of Common Stock to the Reporting Person in the private placement transaction disclosed in Item 6 of the Statement and an additional 200,000 shares of Common Stock to each of Afinsa Bienes Tangibles S.A. ("Afinsa") and Greg Manning ("Manning") in the same private placement. The Issuer has called a Special Meeting of Shareholders, to be held on October 7, 1999, to approve and ratify the issuance and sale of such shares of Common Stock. In connection with the forthcoming shareholders' meeting, the Reporting Person, Afinsa and Manning each deposited 200,000 shares of Common Stock in escrow pending the outcome of the shareholders' meeting pursuant to an Escrow Agreement dated September 15, 1999 among the Reporting Person, Afinsa, Manning, the Issuer and Kramer Levin Naftalis & Frankel LLP as Escrow Agent. While all such 600,000 shares of Common Stock are in escrow, the Reporting Person, Afinsa and Manning are not permitted to vote (at the forthcoming shareholders' meeting or otherwise), sell, pledge, assign or otherwise transfer the shares. If the shareholders approve and ratify the 1998 issuance of the shares, the 600,000 shares of Common Stock (including the 200,000 shares owned by the Reporting Person) will be released from escrow and returned to their owners. If the shareholders do not approve the proposal, the Issuer will cancel the 600,000 shares held in escrow and, pursuant to an additional agreement dated September 15, 1999 among the Reporting Person, Afinsa, Manning and the Issuer, will issue to each of the Reporting Person, Afinsa and Manning 200,000 shares of non-voting preferred stock of the Issuer convertible into Common Stock on a share for share basis only upon subsequent shareholder approval and ratification of the issuance and sale of the 600,000 shares in the 1998 private placement. See the Issuer's Proxy Statement dated September 15, 1999, filed with the SEC on September 16, 1999, which Proxy Statement is incorporated herein by reference. Item 7. Material to be Filed as Exhibits. Exhibit Description 7.1 Escrow Agreement dated September 15, 1999, among the Reporting Person, Afinsa, Manning, the Issuer and Kramer Levin Naftalis & Frankel LLP as Escrow Agent. Page 4 of 5 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: September 23, 1999 /s/ Leon H. Liebman by Michael A. Varet As Attorney-in-Fact Page 5 of 5 EX-99 2 ESCROW AGREEMENT Exhibit 7.1 ----------- ESCROW AGREEMENT September 15, 1999 Kramer Levin Naftalis & Frankel LLP 919 Third Avenue New York, New York 10022, as Escrow Agent Reference is made to (a) that certain agreement, dated as of October 29, 1998 by and between Greg Manning Auctions, Inc. (the "Company") and Afinsa Bienes Tangibles, S.A. ("Afinsa") pursuant to which Afinsa purchased 200,000 shares of common stock of the Company, (b) that certain agreement, dated as of October 29, 1998 by and between the Company and Leon H. Liebman ("Liebman") pursuant to which Liebman purchased 200,000 shares of common stock of the Company and (c) that certain agreement, dated as of October 29, 1998 by and between the Company and Greg Manning ("Manning") pursuant to which Manning purchased 200,000 shares of common stock of the Company. 1. Establishment of Escrow Fund. The Company and Afinsa, Liebman and Manning (collectively, the "Purchasers") hereby appoint Kramer Levin Naftalis & Frankel LLP as the escrow agent (the "Escrow Agent") to hold in escrow up to an aggregate of 600,000 shares of common stock of the Company (the "Initial Escrowed Shares" and, together with (i) any dividends or distributions made on such shares by the Company in shares of the common stock, and (ii) any shares of common stock into which such shares may be split, subdivided or reclassified, the "Escrowed Shares"). The Initial Escrowed Shares, in the form of three separate stock certificates each representing 200,000 shares of common stock of the Company issued to each of the Purchasers, have this day been deposited with the Escrow Agent, receipt of which the Escrow Agent hereby acknowledges. Escrowed Shares other than the Initial Escrowed Shares may from time to time after the date hereof be deposited with the Escrow Agent and shall, from and after such deposit, be subject to all of the terms of this Agreement. Unless and until the Escrowed Shares are returned to the Purchasers pursuant to the terms of this Agreement, the Purchasers shall not be entitled to vote or sell, pledge, convey or otherwise transfer the Escrowed Shares. The Escrowed Shares shall be held in escrow hereunder until the earlier to occur of (i) the date on which the shareholders of the Company affirmatively approve and ratify, at a special meeting of shareholders to be held on or about October 7, 1999 (the "Special Meeting"), the private placement of 600,000 shares of the Company's common stock to the Purchasers pursuant to the investment agreements referred to above (the "Private Placement") and (ii) the cancellation by the Company of the Escrowed Shares and the issuance to the Purchasers of convertible preferred stock of the Company (the "Expiration Date"), in each case as set forth in Section 2 below. Page 1 of 7 2. Release of Escrow Fund. The Escrow Agent shall hold and deliver the Escrowed Shares as follows: (a) Unless the Escrow Agrent shall have received the notice referred to in Section 2(b) below by 5:00 pm, Eastern time, on the date of the Special Meeting (in which case Section 2(b) shall govern), the Escrow Agent shall, without any further action on the part of any party hereto, deliver to each of the Purchasers his or its respective Escrowed Shares within 24 hours thereafter. (b) In the event the shareholders of the Company do not approve and ratify the Private Placement at the Special Meeting, (i) the Company shall, by the close of business on the date of the Special Meeting deliver to the Escrow Agent written notice (with a copy to each of the Purchasers) instructing the Escrow Agent to deliver the Escrowed Shares to the Company and (ii) upon receipt of the notice set forth in paragraph 2(b)(i) above, the Escrow Agent shall deliver to the Company the Escrowed Shares, in accordance with the instructions in such notice (c) In the event that any dispute arises as to whether the Company is required to execute and deliver a release notice to the Escrow Agent pursuant to the terms of this Agreement, all reasonable expenses incurred by the prevailing party in such dispute, including reasonable attorneys' fees and disbursements, shall be paid by the other party. (d) The Company shall notify the Escrow Agent of the date of the Special Meeting not less than 10 days prior thereto. 3. The Escrow Agent. Acceptance by the Escrow Agent of its duties under this Agreement is subject to the following terms and conditions, which the parties to this Agreement hereby agree shall govern and control the rights, duties and immunities of the Escrow Agent: (a) The duties and obligations of the Escrow Agent shall be determined solely by the express provisions of this Agreement (except and to the extent otherwise expressly provided herein) and the Escrow Agent shall not be bound by the provisions of any agreement between the Company and any of the Purchasers or any third party; (b) Notwithstanding anything to the contrary contained herein, the duties and obligations of the Escrow Agent hereunder shall extend only to the delivery of the Escrowed Shares to the Purchasers or the Company, as the case may be, pursuant to Section 2 above and such duties and obligations will terminate upon the Expiration Date; (c) The Escrow Agent shall not be responsible for any failure or inability of the parties to this Agreement, or of anyone else, to deliver shares or other property to the Escrow Agent or otherwise to honor any of the provisions of this Agreement; Page 2 of 7 (d) The out-of-pocket fees and expenses of the Escrow Agent in administering this Agreement shall be borne by the Company. The Company shall indemnify the Escrow Agent and each of its partners, employees and agents for, and hold it harmless against any loss, liability or expense, including but not limited to reasonable attorneys' fees and expenses arising out of or in connection with its acceptance of, or the performance of its duties and obligations under this Agreement (including, but not limited to, any action taken or omitted by the Escrow Agent in connection with this Agreement or any action allegedly so taken or omitted) or by reason of, or as a result of, the Escrow Agent's compliance with the instructions by the Company, except with respect to any loss, liability or expense which shall be finally adjudicated to be the result of gross negligence or willful misconduct on the party of the Escrow Agents, it partners, employees or agents; (e) The Escrow Agent shall be fully protected in acting on and relying upon any written notice, direction, request, waiver, consent, receipt or other paper or document which the Escrow Agent in good faith believes to be genuine and to have been signed or presented by the proper party or parties from time to time; (f) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith or for any mistake in fact or law, or for anything which it may do or refrain from doing in connection herewith, except its own willful misconduct or gross negligence; (g) The Escrow Agent may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Agreement or its duties hereunder, and it shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the written opinion of such counsel; and (h) In the event of ambiguity in the provisions governing the Escrowed Shares or uncertainty on the part of the Escrow Agent as to how to proceed, such that the Escrow Agent, in its sole and absolute judgment, deems it necessary for its protection so to do, the Escrow Agent may refrain from taking any action other than to retain custody of the Escrowed Shares deposited hereunder until it shall have received written instructions signed by the Company in accordance with the provisions of this Agreement. 4. Successor Agent. (a) The Escrow Agent may resign at any time by giving thirty (30) days' written notice thereof to the Company. Within thirty (30) days after receiving such notice, the Company shall appoint a successor escrow agent, who shall be reasonably acceptable to the Purchasers (the "Successor Escrow Agent") at which time the Escrow Agent shall deliver the Escrowed Shares to the Successor Escrow Agent. After appointment of the Successor Escrow Agent and delivery of the Escrowed Shares by the Escrow Agent, the Escrow Agent shall have no further duties or responsibilities in connection herewith. Page 3 of 7 (b) The Company may remove the Escrow Agent upon written notice to the Escrow Agent stating such removal and designating a Successor Escrow Agent, and, upon delivery of the Escrowed Shares to the Successor Escrow Agent, the Escrow Agent shall thereupon be discharged from all obligations under this Agreement and shall have no further duties or responsibilities in connection herewith. (c) If after thirty (30) days from the date of delivery of its written notice of intent to resign, or of the Company's notice of removal, the Escrow Agent has not received a written designation of a Successor Escrow Agent, the Escrow Agent's sole responsibility shall be in its sole discretion either to retain custody of the Escrowed Shares, or to apply to a court of competent jurisdiction for appointment of a Successor Escrow Agent and after such appointment to have no further duties or responsibilities in connection herewith. 5. Miscellaneous. (a) This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York applicable to contracts made and to be entirely performed therein. Any controversy, claim, or dispute arising out of or relating to this Agreement, or a breach hereof, shall be finally settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association as supplemented herein, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. With respect to any such arbitration: (i) there shall be one neutral arbitrator, who shall be a former federal or state court judge; (ii) the arbitration shall take place in New York County, New York; (iii) the Company and the Escrow Agent each hereby irrevocably submits to the jurisdiction of any federal or state court located therein solely for purposes of compelling arbitration pursuant to this Section or to enforce any interim or final award entered by the arbitrator; (iv) the Company and the Escrow Agent each hereby irrevocably waives any objection which it may now or hereafter have to be the venue of such proceeding, as well as any claim that federal and state courts located in New York County, New York are not a convenient forum for such proceeding. (b) This Agreement may not be assigned by any party hereto without the written consent of the other parties. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective successors and permitted assigns. This Agreement shall not confer any rights or remedies upon any person other than the parties hereto and their respective heirs, personal representatives, legatees, successors and permitted assigns. (c) Any notice or consent hereunder shall be in writing and hand delivered or sent by registered or certified mail, return receipt requested, or by Federal Express or other similar courier service or by facsimile, as follows: if to the Company: Greg Manning Auctions, Inc. 775 Passaic Avenue West Caldwell, New Jersey 07006 Fax: (973) 882-2981 Attn: President and Chief Executive Officer Page 4 of 7 if to Afinsa: Afinsa Bienes Tangibles, S.A. Lagasca 88 28001 Madrid, Spain Fax: 011-34-91-576-1105 Attn: Deputy General Manager if to Liebman: Leon H. Liebman c/o Two Neville Terrace London, SW73AT England Fax: 011-44-171-581-4215 if to Manning: Greg Manning Auctions, Inc. 775 Passaic Avenue West Caldwell, New Jersey 07006 Fax: (973) 882-2981 if to the Escrow Agent: Kramer Levin Naftalis & Frankel LLP 919 Third Avenue New York, New York 10022 Fax: (212) 715-8000 Attn: Scott S. Rosenblum, Esq. or at such other address (or to such other person's attention) as shall be specified by like notice. Any notice delivered by hand, by facsimile, by mail or by Federal Express or similar courier service, shall be deemed received on the date such notice is actually received by the recipient. (d) For the convenience of the parties, any number of counterparts hereof may be executed, each such executed counterpart shall be deemed an original and all such counterparts together shall constitute one and the same instrument. Page 5 of 7 (e) This Agreement may be modified or amended only by an instrument in writing, duly executed by the Company, the Purchasers and the Escrow Agent. No such modification or amendment shall be binding on the Escrow Agent unless the Escrow Agent consents thereto in writing. (f) No waiver by any party of any term, provision, covenant, representation or warranty contained in this Agreement (or any breach thereof) shall be effective unless it is in writing executed by the party against which such waiver is to be enforced; no waiver shall be deemed or construed as a further or continuing waiver of any such term, provision, covenant, representation or warranty (or breach) on any other occasion or as a waiver of any other term, provisions covenant, representation or warranty (or of the breach of any other provision) contained this Agreement on the same or any other occasion. (g) In this Agreement (i) words denoting singular include the plural and vice versa, (ii) "it" or "its" or words denoting any gender include all genders, (iii) the word "including" shall mean "including without limitation," whether or not expressed, (iv) any reference herein to a Section refers to a Section of this Agreement, unless otherwise stated, and (v) when calculating the period of time within or following which any act is to be done or steps taken, the date which is the reference day in calculating such period shall be excluded and if the last day of such period is not a business day, then the period shall end on the next day which is a business day. (h) Any provision of this Agreement which may be determined by a court of competent jurisdiction to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. It is expressly understood, however, that the parties hereto intend each and every provision of this Agreement to be valid and enforceable and hereby knowingly waive all rights to object to any provision of this Agreement. Page 6 of 7 GREG MANNING AUCTIONS, INC. By:____________________________ Name: Title: AFINSA BIENES TANGIBLES, S.A. By:____________________________ Name: Title: _______________________________ LEON LIEBMAN _______________________________ GREG MANNING Accepted and Agreed to: KRAMER LEVIN NAFTALIS & FRANKEL LLP as Escrow Agent By:_______________________________ Page 7 of 7 -----END PRIVACY-ENHANCED MESSAGE-----