-----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, NKi64PbruQYx2bNxU1TZ4xF6SZVKwWKNHPJKMY33YtgmCn8zAsP4AVkeJkioZ3GY PJfGIxzc+J1GjculqpHkvQ== 0000921895-98-001024.txt : 19981231 0000921895-98-001024.hdr.sgml : 19981231 ACCESSION NUMBER: 0000921895-98-001024 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981230 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MILLBROOK PRESS INC CENTRAL INDEX KEY: 0001022899 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] IRS NUMBER: 061390025 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-14631 FILM NUMBER: 98778741 BUSINESS ADDRESS: STREET 1: 2 OLD NEW MILDORD RD CITY: BROOKFIELD STATE: CT ZIP: 06804 BUSINESS PHONE: 2037402220 MAIL ADDRESS: STREET 1: 2 OLD MILFORD RD STREET 2: 2 OLD MILFORD RD CITY: BROOKFIELD STATE: CT ZIP: 06804 424B3 1 FORM 424B3 Rule 424(b)(3) THE MILLBROOK PRESS, INC. SUPPLEMENT DATED DECEMBER 30, 1998 TO PROSPECTUS DATED DECEMBER 31, 1997 The following information supplements the information contained in the Prospectus dated December 31, 1997 ("Prospectus") relating to the sale of an aggregate of 1,045,000 shares of common stock, $.01 par value ("Common Stock"), by certain persons ("Selling Stockholders"). All capitalized terms used herein which are not otherwise defined have the meaning ascribed to them in the Prospectus. The following updates the table under the section "Common Stock Selling Stockholders" set forth in the Prospectus found on pages 14, 15, and 16, to account for private sales of certain of the August 1996 Warrants. The 1996 Warrant Shares underlying the August 1996 Warrants have been registered under the registration statement of which the Prospectus forms a part. The following table sets forth (i) the number of shares of Common Stock owned by each Selling Shareholder at December 1, 1998, (ii) the number of shares being offered for resale hereby by each Selling Shareholder; and (iii) the number and percentage of shares of Common Stock to be held by each Selling Shareholder after the completion of this Offering. Except as otherwise indicated in the Footnotes to such table, none of such Selling Shareholders has been an officer, director or employee of the Company for the past three years.
NAME Number of Shares of Common Stock Shares to be Shares of Common Stock Beneficially Owned Prior to Sold in Offering Beneficially Owned Offering (1) ---------------- After Offering ------------ -------------- Number Percent Number Percent ------ ------- ------ ------- Leon Abramson and Lorraine Abramson 12,500 * 12,500 0 0 Richard Ackerman 12,500 * 12,500 0 0 Alsa, Inc. 25,000 * 25,000 0 0 Applewood Associates LP (2)(17) 771,213 21.1 200,000 571,213 16.5 Neil Bellett 12,500 * 12,500 0 0 Jeffrey Conrad (3) 117,500 3.3 12,500 105,000 2.9 Dalewood Associates, L.P. 89,750 2.5 89,750 0 0 Richard Etra and Kenneth Etra 6,500 * 6,500 0 0 Steven Etra 16,250 * 16,250 0 0 Andrew Feiner 12,500 * 12,500 0 0 Barry Fingerhut (4)(17) 2,013,748 52.2 75,000(5) 1,613,748 46.7 Gordon M. Freeman 50,000 1.4 50,000 0 0 Howard Graham (6) 173,529 4.9 12,500 161,029 4.5 Ernest Gottdiener 12,500 * 12,500 0 0 Peter Hunt 12,500 * 12,500 0 0 Norman Kurtz 12,500 * 12,500 0 0 Irwin Lieber (7)(17) 2,012,748 52.2 75,000(5) 1,612,748 46.7 Anthony Peyser 12,500 * 12,500 0 0 RJB Partners, L.P. 12,500 * 12,500 0 0 Rebecca Rubenstein 25,000 * 25,000 0 0 Alan J. Rubin 12,500 * 12,500 0 0 Chana Sasha Foundation 16,667 * 16,667 0 0 Alan and Nancy Shapiro 6,250 * 6,250 0 0 21st Century Communications Foreign 1,068,678 30.0 11,500(11) 943,678 21.0 Partners, L.P.(8)(17) 21st Century Communications T-E Partners, 1,068,678 30.0 28,500(12) 943,678 21.0 L.P.(9)(17) 21st Century Communications, L.P.(10)(17) 1,068,678 30.0 85,000(13) 943,678 21.0 Charles Warshaw 6,250 * 6,250 0 0 Aaron Wolfson 16,667 * 16,666 0 0 Abraham Wolfson 16,667 * 16,667 0 0 Woodland Partners 153,857 4.4 75,000 78,857 2.3 GKN Securities Corp. (14) 179,015 2.5 89,265(15) 0 0 Roger Gladstone (16) 24,345(13) * 24,345 0 0 Robert Gladstone (16) 24,345(13) * 24,345 0 0 David M. Nussbaum (16) 24,345(13) * 24,345 0 0 Kirlin Securities, Inc. 7,700 * 7,700 0 0
* Less than 1% (1) Beneficial ownership is determined in accordance with the rules of the Commission and generally includes voting or investment power with respect to securities. Shares of the Company's Common Stock subject to options, warrants and convertible preferred stock currently exercisable or convertible, or exercisable or convertible within sixty (60) days, are deemed outstanding for computing the percentage of the person holding such options or warrants but are not deemed outstanding for computing the percentage of any other person. (2) Represents 571,213 shares of Common Stock and 200,000 shares of Common Stock issuable upon the exercise of presently exercisable August 1996 Warrants. The general partners of Applewood Associates, L.P. are Irwin Lieber, Barry Rubenstein, Barry Fingerhut and Applewood Capital Corp. (3) Mr. Conrad has served as President and Chief Executive Officer of the Company since October 1996. Consists of 105,000 shares of Common Stock issuable upon presently exercisable options or options exercisable within sixty (60) days and 12,500 shares of Common Stock issuable upon presently exercisable August 1996 Warrants. (4) Mr. Fingerhut served as the Chairman of the Board of the Company from February 1994 to October 1997 and has served as a Director of the Company since February 1994. Represents (i) 84,857 shares of Common Stock owned by Mr. Fingerhut, (ii) an aggregate of 943,678 shares of Common Stock owned by 21st Century Communications Partners, L.P. ("21st Partners"), 21st Century Communications T-E Partners, L.P. ("21st T-E") and 21st Century Communications Foreign Partners, L.P. ("21st Foreign"), (iii) 571,213 shares of Common Stock owned by Applewood Associates, L.P. ("Applewood"), (iv) 200,000 shares of Common Stock issuable upon the exercise of August 1996 Warrants held by Applewood issued in an August 1996 Bridge Financing ("Bridge Financing"), (v) 125,000 shares of Common Stock issuable upon the exercise of presently exercisable August 1996 Warrants held by 21st Partners, 21st T-E, and 21st Foreign, (vi) 14,000 shares owned by Pamela -2- Fingerhut, the wife of Mr. Fingerhut and (vii) 75,000 shares of Common Stock issuable upon exercise of August 1996 Warrants held by Mr. Fingerhut. By virtue of being a shareholder, officer and director of InfoMedia Associates, L.P. ("InfoMedia") which is a general partner of 21st Partners, 21st T-E and 21st Foreign, a general partner of Applewood, and the husband of Pamela Fingerhut, Mr. Fingerhut may be deemed to have shared power to vote and to dispose of 1,853,891 shares of Common Stock owned by such recordholders, of which Mr. Fingerhut disclaims beneficial ownership, except to the extent of his equity interest in such recordholders. (5) Does not include 1996 Warrant Shares to be sold by 21st Foreign, 21st Partners, 21st T-E or Applewood. (6) Mr. Graham has been a Director of the Company since 1989, served as a Vice President since the Company's inception in 1989 until December 1997 and has been Chairman of the Board of the Company since October 1997. Represents 91,250 shares of Common Stock issuable upon presently exercisable options or options exercisable within sixty (60) days, 12,500 shares of Common Stock issuable upon presently exercisable August 1996 Warrants which are owned by Mr. Graham and his wife as joint tenants, and 69,779 shares of Common Stock which are owned by Mr. Graham and his wife as joint tenants. (7) Represents (i) 97,857 shares owned by Mr. Lieber, (ii) 943,678 shares of Common Stock owned by 21st Partners, 21st T-E and 21st Foreign, (iii) 571,213 shares of Common Stock owned by Applewood, (iv) 200,000 shares of Common Stock issuable upon the exercise of presently exercisable August 1996 Warrants held by Applewood, (v) 125,000 shares of Common Stock issuable upon the exercise of presently exercisable August 1996 Warrants held by 21st Partners, 21st T-E and 21st Foreign and (vi) 75,000 shares of Common Stock issuable upon the exercise of presently exercisable August 1996 Warrants held by Mr. Lieber. By virtue of being a shareholder, officer and director of InfoMedia which is a general partner of 21st Partners, 21st T-E and 21st Foreign, and a general partner of Applewood, Mr. Lieber may be deemed to have shared power to vote and dispose of the shares of Common Stock owned by 21st Partners, 21st T-E and 21st Foreign and Applewood. Mr. Lieber disclaims beneficial ownership of the securities owned by 21st Partners, 21st T-E and 21st Foreign and Applewood, except to the extent of his equity interest in such recordholders. (8) Represents (i) 86,142 shares of Common Stock owned by 21st Foreign, (ii) 639,840 shares of Common Stock and 217,696 shares of Common Stock owned by 21st Partners and 21st T-E, respectively of which 21st Foreign disclaims beneficial ownership, (iii) 11,500 shares of Common Stock issuable upon the exercise of presently exercisable August 1996 Warrants held by 21st Foreign and (iv) 28,500 and 85,000 shares of Common Stock issuable upon the exercise of presently exercisable August 1996 Warrants held by 21st T-E and 21st Partners, respectively. The general partners of 21st Foreign are Sandler Investment Partners, L.P., a New York limited partnership ("Sandler General Partner") and InfoMedia. The general partner of the Sandler General Partner is Sandler Capital Management, a New York general partnership ("SCM"). The general partners of SCM and corporations that are affiliates of Harvey Sandler, Barry Lewis, John Kornreich, Michael Marocco and Andrew Sandler. Infomedia's shareholders are Irwin Lieber, Barry Fingerhut and Barry Rubenstein. (9) Represents (i) 217,696 shares of Common Stock owned by 21st T-E, (ii) 639,840 shares of Common Stock and 86,142 shares of Common Stock owned by 21st Partners and 21st Foreign, respectively, of which 21st T-E disclaims beneficial ownership, (iii) 28,500 shares of Common Stock issuable upon the exercise of presently exercisable August 1996 Warrants held by 21st T-E and (iv) 11,500 and 85,000 shares of Common Stock issuable upon the exercise of presently exercisable August 1996 Warrants held by 21st Foreign and 21st Partners, respectively, of which 21st T-E disclaims beneficial ownership, The general partners of 21st Partners are the Sandler General Partner and InfoMedia. The general partner of the Sandler General Partner is SCM. The general partners of SCM are corporations that are affiliates of one or more of Harvey Sandler, Barry Lewis, John Kornreich, Michael Marocco and Andrew Sandler. InfoMedia's shareholders are Irwin Lieber, Barry Fingerhut and Barry Rubenstein. (10) Represents (i) 639,840 shares of Common Stock owned by 21st Partners, (ii) 217,696 shares of Common Stock and 86,142 shares of Common Stock owned by 21st T-E and 21st Foreign, respectively, of which 21st Partners disclaims beneficial ownership (iii) 85,000 shares of Common Stock issuable upon the exercise of presently exercisable August 1996 Warrants held by 21st Partners and (iv) 11,500 and 28,500 shares of Common Stock issuable upon the exercise of presently exercisable August 1996 Warrants held by 21st Foreign and 21st T-E respectively, of which 21st Partners disclaims beneficial ownership. The general partners of 21st Partners are the Sandler General Partner is SCM. The general partners of SCM are corporations that are affiliates of one or more of Harvey Sandler. InfoMedia's shareholders are Irwin Lieber, Barry Fingerhut and Barry Rubenstein. (11) Does not include 1996 Warrant Shares to be sold by 21st T-E or 21st Partners. (12) Does not include 1996 Warrant Shares to be sold by 21st Foreign or 21st Partners. (13) Does not include 1996 Warrant Shares to be sold by 21st T-E or 21st Foreign. (14) Includes 89,750 1996 Warrant Shares held by Dalewood Associates, L.P. (15) Does not include 89,750 1996 Warrant Shares to be sold by Dalewood Associates, L.P. -3- (16) Excludes Purchase Option Shares held by GKN Securities Corp. Messrs. Nussbaum and Gladstone are directors and officers of GKN Securities Corp. and they each disclaim beneficial ownership of all Purchase Option Shares held by GKN Securities Corp. (17) With respect to Applewood, Irwin Lieber and Barry Fingerhut, the foregoing information is derived from a Schedule 13D filed with the Commission by such individuals or entities on June 29, 1997, as amended through October 9, 1998. With respect to 21st Partners, 21st T-E and 21st Foreign, the foregoing information is derived from a Schedule 13D filed with the Commission by such individuals or entities on June 29, 1997 -4- -----END PRIVACY-ENHANCED MESSAGE-----