UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
FARMSTEAD TELEPHONE GROUP, INC.
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Name of Issuer
Common Stock, $.001 par value
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(Title of Class of Securities)
311565303
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CUSIP Number
Michael G. Zybala
Attorney at Law
820 Moraga Drive
Los Angeles, California 90049
(310) 889-2500
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Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
February 4, 2005
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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. [ ]
CUSIP No. 311565303 Page 2 of 5
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1. Name of Reporting Person Tax Identification Number
John V. Winfield
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2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds
PF
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5. Check if Disclosure of Legal Proceedings is Required pursuant to
Items 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
U.S.
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Number of 7. Sole Voting Power
Shares 179,100
Beneficially -----------------------------------
Owned by 8. Shared Voting Power
Each
Reporting -----------------------------------
Person 9. Sole Dispositive Power
With 179,100
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10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
179,100 Shares of Common Stock
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12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares [ ]
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13. Percent of Class Represented by Amount in Row 11
5.4%
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14. Type of Reporting Person
IN
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SCHEDULE 13D
OF JOHN V. WINFIELD
REGARDING OWNERSHIP OF SECURITIES OF
FARMSTEAD TELEPHONE GROUP, INC.
Item 1. Security and Issuer
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The class of equity securities to which this Schedule 13D relates is
common stock, par value $.001 per share (the "Common Stock"), of Farmstead
Telephone Group, Inc., a Delaware corporation (the "Issuer"). The address of
the principal executive offices of the Issuer is 22 Prestige Park Circle, East
Hartford, CT 06108-3728.
Item 2. Identity and Background
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John V. Winfield's business address is 820 Moraga Drive, Los
Angeles, California 90049. Mr. Winfield principal occupation is President,
Chief Executive Officer and Chairman of the Board of The InterGroup
Corporation, a public company. Mr. Winfield has not been subject to any
proceedings requiring disclosure under sections (d) and (e) of this Item. Mr.
Winfield is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
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Mr. Winfield used personal funds to purchase the shares of Common
Stock reported herein.
Item 4. Purposes of Transactions.
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Mr. Winfield has acquired the securities of Issuer for investment
purposes. Mr. Winfield may make additional purchases of the securities of
Issuer either in the open market or in privately negotiated transactions
depending on an evaluation of the Issuer's business prospects and financial
condition, the market for securities, other available investment
opportunities, money and other stock market conditions and other future
developments. Depending on these factors, Mr. Winfield may decide at any time
to sell all or part of his holdings of the Issuer's securities in one or more
public or private transactions.
Except as set forth in this Schedule 13D, Mr. Winfield does not have
any present plan or proposal that relate to or would result in any of the
events set forth in clauses (a) through (j) of Item 4 of Schedule 13D.
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Item 5. Interest in the Securities of the Issuer
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(a) John V. Winfield, as of February 8, 2005, may be deemed to
beneficially own for purposes of this Section 13(d) of the Exchange Act,
179,100 shares of the Common Stock of the Issuer, representing approximately
5.4% of the outstanding Common Stock of Issuer. Mr. Winfield has the sole
voting and disposition power over the shares of Common Stock owned by him.
The above percentages were determined based on the Issuer's
representations in its latest filing on Form 10-Q with the Securities and
Exchange Commission that it had 3,322,182 shares of Common Stock outstanding
as of October 30, 2004.
(b) John V. Winfield does not share the voting power or disposition
power with respect to the Common Stock owned by him.
(c) During the past sixty (60) days, the following transactions
were effected in the Common Stock of Issuer by Mr. Winfield:
Average Price
Date Amount per Share Nature of Transaction
-------- ------ ------------- ---------------------
02/04/05 5,500 $0.880 Open Market Purchase
02/07/05 3,500 $1.040 Open Market Purchase
02/08/05 7,000 $1.100 Open Market Purchase
(d) No person other than Mr. Winfield has the right to receive or
the power to direct the receipt of dividends from, and the proceeds from the
sale of, the shares beneficially owned by him.
(e) Inapplicable.
Item 6. Contracts, Agreements, Understandings or Relationships with Respect
to Securities of the Issuer
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None.
Item 7. Material to be Filed as Exhibits
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None.
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SIGNATURES
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: February 9, 2005 /s/ John V. Winfield
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John V. Winfield
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