-----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, GiqmS2SwyGBYQq1GKC/WI19hlIJPXcKQnYIMgCm6GvCT0QT9U65o/ccN66kRmoCH ZEflGT8A0ppLBeuqwbHlYg== 0000910680-96-000325.txt : 19961104 0000910680-96-000325.hdr.sgml : 19961104 ACCESSION NUMBER: 0000910680-96-000325 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961101 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COIN BILL VALIDATOR INC CENTRAL INDEX KEY: 0000933020 STANDARD INDUSTRIAL CLASSIFICATION: CALCULATING & ACCOUNTING MACHINES (NO ELECTRONIC COMPUTERS) [3578] IRS NUMBER: 112974651 STATE OF INCORPORATION: NY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46009 FILM NUMBER: 96651944 BUSINESS ADDRESS: STREET 1: 425B OSER AVE CITY: HAUPPAUGE STATE: NY ZIP: 11788 BUSINESS PHONE: 5162311177 MAIL ADDRESS: STREET 1: 425 B OSER AVENUE CITY: HAUPPAUGE STATE: NY ZIP: 11788 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ODYSSEY FINANCIAL CO CENTRAL INDEX KEY: 0001015390 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 20 EAST SUNRISE HIGHWAY CITY: VALLEY STREAM STATE: NY ZIP: 11581 BUSINESS PHONE: 5168870491 MAIL ADDRESS: STREET 1: 20 EAST SUNRISE HIGHWAY CITY: VALLEY STREAM STATE: NY ZIP: 11581 SC 13D/A 1 STEPHEN KATZ - ODYSSEY FINANCIAL COMAPNY SC13D OMB APPROVAL ---------------------------- OMB Number: 3235-0145 Expires: October 31, 1997 Estimated average burden hours per response.....14.90 ---------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.1)* COIN BILL VALIDATOR, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 192583102 --------------------------------------------------- (CUSIP Number) Mr. Stephen Katz Odyssey Financial Company 20 East Sunrise Highway, Suite 200, Valley Stream, New York 11581 (516) 887-0491 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 1, 1996 - -------------------------------------------------------------------------------- (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) SCHEDULE 13D ================================================================================ CUSIP NO. 192583102 PAGE __ OF __ PAGES ================================================================================ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Odyssey Financial Company - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York State - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH --------------------------------------------------------------- REPORTING PERSON 8 SHARED VOTING POWER WITH 0 --------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 200,000 --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 200,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- SCHEDULE 13D ================================================================================ CUSIP NO. 192583102 PAGE __ OF __ PAGES ================================================================================ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Stephen Katz - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not applicable. - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 505,220 OWNED BY EACH --------------------------------------------------------------- REPORTING PERSON 8 SHARED VOTING POWER WITH 0 --------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 505,220 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- CUSIP No. 192583102 This Amendment No. 2 to Schedule 13D is being filed to report (1) a change in the number of Common Shares previously reported as beneficially owned by Stephen Katz and (2) an amendment to the Voting Trust Agreement among Odyssey, Vogel, the Trust and Katz, as voting trustee. Except as set forth in Items 5, 6 and 7 below, the information previously set forth in this Schedule 13D remains unchanged. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The number of Common Shares beneficially owned by Odyssey is 200,000, comprising 7.3% of the outstanding Common Shares. The number of Common Shares beneficially owned by Katz is 505,220 (after giving effect to the withdrawal on October 1, 1996 of 228,000 Common Shares from the voting trust for which Katz acts as voting trustee) comprising 18.4% of the outstanding Common Shares. (b) The number of Common Shares as to which Katz has sole voting power is 505,220 (after giving effect to the withdrawal on October 1, 1996 of 228,000 Common Shares from the voting trust for which Katz acts as voting trustee) of which Odyssey has sole dispositive power as to 200,000 Common Shares. (c) On October 1, 1996, Vogel withdrew 131,000 Common Shares from the voting trust and the Trust withdrew 97,000 Common Shares from the voting trust (which Common Shares were distributed to Vogel and the Trust, respectively). (d) Odyssey currently has the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, 200,000 Common Shares as to which Katz exercises sole voting power. The Trust currently has the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, 193,020 Common Shares as to which Katz exercises sole voting power. Vogel currently has the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, 112,200 Common Shares as to which Katz exercises sole voting power. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. On August 30, 1996, the Voting Trust Agreement dated as of May 23, 1996 among Odyssey, Vogel, the Trust and Katz, as voting trustee, was amended to remove the provision that the voting trust terminate on such date as Vogel ceases to be a director of the Company. The foregoing description of this agreement is a summary only and is qualified in its entirety by reference to the agreement, which is included as an exhibit hereto. Except as described in Item 6 of this Schedule 13D, as amended, there are no contracts, arrangements, understandings or relationships with respect to the Common Shares to which any Partner (other than by reason of such Partner's partnership interest in Odyssey) is a party or is subject. CUSIP No. 192583102 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. (a) Amendment, dated as of August 30, 1996, to Voting Trust Agreement dated May 23, 1996 among Odyssey, Vogel, the Trust and Katz, as voting trustee, relating to the voting of the Common Shares owned by them. 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: October 24, 1996 ODYSSEY FINANCIAL COMPANY By: /s/ Stephen Katz --------------------- Stephen Katz, General Partner By: /s/ Stephen Katz --------------------- Stephen Katz EX-99 2 EXHIBIT 7(A) AMENDMENT TO VOTING TRUST AGREEMENT This Amendment, dated as of August 30, 1996, to the Voting Trust Agreement dated as of May 23, 1996 (the "Agreement") among Odyssey Financial Company ("Odyssey"), Joan Vogel ("Vogel"), the Joseph Vogel Revocable Trust (the "Trust" and together with Odyssey and Vogel, the "Shareholders"), and Stephen Katz, as voting trustee (the "Trustee"). W I T N E S S E T H: 1. The Shareholders and the Trustee hereby amend the Agreement by deleting Section 5 thereof in its entirety and inserting in lieu thereof the following: The Voting Trust shall continue in effect until the earliest of (a) May 22, 1998 or (b) such time, if any, as all of the Shares delivered to the Trustee are transferred out of the Voting Trust pursuant to Section 4 above or (c) the date that the Trustee ceases to be employed by the Company or (d) the death of Vogel or (e) upon the entering of an order from a court of competent jurisdiction directing Vogel to terminate this Voting Trust or (f) upon the resignation of the Trustee, if the Shareholders do not (acting in their sole and absolute discretion), within five (5) days of such resignation, agree upon and appoint a successor voting trustee. 2. In all other respects, the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the Shareholders and the Trustee have duly executed this Amendment as of the date set forth in the Preamble hereto. SHAREHOLDERS: ODYSSEY FINANCIAL COMPANY By:/s/ Stephen Katz ----------------------------- Stephen Katz, General Partner /s/ Joan Vogel ----------------------------- Joan Vogel [Signatures continued] -1- JOSEPH VOGEL REVOCABLE TRUST By: /s/ Joan Vogel ----------------------------- Joan Vogel, Trustee /s/ Murray Silver ----------------------------- Murray Silver, Trustee TRUSTEE: /s/ Stephen Katz ----------------------------- Stephen Katz -2- -----END PRIVACY-ENHANCED MESSAGE-----