| | | | | | | | | | | | | | | | | | | | | | |
Ownership Document
|
| Schema Version: X0201 |
| Document Type: 4 |
| Period of Report: 10/27/03 |
| Not Subject to Section 16: 0 |
| Issuer: |
| Issuer CIK: 929546 |
| Issuer Name: DUALSTAR TECHNOLOGIES CORP |
| Issuer Trading Symbol: DSTR.OB |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 947822 |
| | Owner Name: FEINBERG STEPHEN |
| Reporting Owner Address: |
| | Owner Street 1: C/O CERBERUS CAPITAL MANAGEMENT, L.P. |
| | Owner Street 2: 299 PARK AVENUE - 22ND FLOOR |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10171 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock, par value $0.01 per share |
| | Transaction Date: |
| | | Value: 10/27/03 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: J |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | | Footnote ID: F2 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 7,659,899 |
| Footnote ID: F1 |
| Footnote ID: F2 |
| | | Transaction Price Per Share: |
| Value: 0.83 |
| Footnote ID: F1 |
| Footnote ID: F2 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 7,659,899 |
| Footnote ID: F1 |
| Footnote ID: F2 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| Footnote ID: F1 |
| Footnote ID: F2 |
| | | Nature of Ownership: |
| Value: By limited liability company |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Warrants (right to buy) |
| | Conversion or Exercise Price: |
| | | Value: 4.00 |
| | Transaction Date: |
| | | Value: 10/27/03 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: J |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | | Footnote ID: F2 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 3,125,000 |
| Footnote ID: F1 |
| Footnote ID: F2 |
| | | Transaction Price Per Share: |
| Footnote ID: F1 |
| Footnote ID: F2 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Value: 8/8/88 |
| | | Footnote ID: F1 |
| | | Footnote ID: F2 |
| | Expiration Date: |
| | | Value: 12/31/07 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 3,125,000 |
| Footnote ID: F1 |
| Footnote ID: F2 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| Footnote ID: F1 |
| Footnote ID: F2 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnotes: |
| Footnote - F1: Pursuant to a Securities Purchase Agreement, dated as of October 27, 2003, by and between Madeleine, L.L.C., a New York limited liability company ("Madeleine"), and DualStar Technologies Corporation, a Delaware corporation (the "Company"), among other agreements, Madeleine exchanged all of the outstanding principal and accrued interest with respect to the senior secured indebtedness owed by the Company to Madeleine for (i) the 7,659,899 shares of common stock, par value $0.01, of the Company (the "Shares") reported on Table I to this Form 4 and (ii) the Company's interests in certain real estate and certain private cable television assets. The 7,659,899 Shares reported on Table I to this Form 4 were issued to Madeleine in consideration for the forgiveness of $6,333,846 of the total senior secured indebtedness owed by the Company to Madeleine. |
| Footnote - F2: In connection with the transaction described above, upon consummation of such transaction, an affiliate of Madeleine, DSTR Warrant Co., LLC ("DSTR"), surrendered for cancellation warrants to purchase up to 3,125,000 Shares, which includes warrants subject to a certain Participation Agreement, dated as of November 8, 2000, by and among Madeleine, DSTR and Technology Investors Group, L.L.C., as reported on Table II to this Form 4. Stephen Feinberg possesses sole power to vote and direct the disposition of all securities of the Company owned by Madeleine and DSTR. Thus, for the purposes of Reg. Section 240.13d-3, as of October 27, 2003, Stephen Feinberg is deemed to beneficially own 7,659,899 Shares. Stephen Feinberg's interest in the securities reported herein is limited to the extent of his pecuniary interest in Madeleine and DSTR, if any. |
| Owner Signature: |
| Signature Name: /s/ Stephen Feinberg |
| Signature Date: 11/14/03 |
