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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
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THE ASHTON TECHNOLOGY GROUP, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
045084-10-0
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(CUSIP Number)
James J. Maiwurm, Crowell & Moring LLP (202/624-2903)
1001 Pennsylvania Avenue, N.W., Washington, DC 20004-2595
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 2, 1997
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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(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with this 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).
(Continued on following page(s))
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CUSIP No. 045084-10-0 13D
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Raymond T. Tate
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(2) Check the Appropriate Box if a Member (a) /x/
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
Not applicable
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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.A.
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Number of Shares (7) Sole Voting
Beneficially Owned Power 0
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 1,107,500 (Mr. Tate disclaims
beneficial ownership of
1,000,000 of these
shares)
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(9) Sole Dispositive
Power 107,500
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(10) Shared Dispositive
Power 1,000,000 (Mr. Tate disclaims
beneficial ownership of
these shares)
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,107,500
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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)
14.6%
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 045084-10-0 13D
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Helen J. Tate, as Trustee for the Andrew Patrick Tate Trust, Helen J.
Tate, as Trustee for the Susan Katherine Tate Burrowbridge Trust, and
Helen J. Tate, as Trustee for the Elizabeth Tate Winters Trust.
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(2) Check the Appropriate Box if a Member (a) /x/
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
Not applicable
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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.A.
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Number of Shares (7) Sole Voting
Beneficially Owned Power 0
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 1,107,500 (Mrs. Tate disclaims
beneficial ownership of
107,500 of these shares)
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(9) Sole Dispositive
Power 0
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(10) Shared Dispositive
Power 1,107,500 (Mrs. Tate disclaims
beneficial ownership of
107,500 of these shares)
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,107,500
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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)
14.6%
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer
This statement relates to shares of common stock, par value $.01 per
share (the "Common Stock"), of The Ashton Technology Group, Inc., a Delaware
corporation (the "Issuer") with principal executive offices located at 1900
Market Street, Suite 701, Philadelphia, Pennsylvania 19103. This statement
constitutes Amendment No. 2 to the Schedule 13D of Raymond T. Tate and Helen
J. Tate, as trustee for the Andrew Patrick Tate Trust, the Susan Katherine
Tate Burrowbridge Trust and the Elizabeth Tate Winters Trust (the "Tate
Trusts"; Mr. Tate and Mrs. Tate, as trustee of the Tate Trusts, together the
"Reporting Persons"), which was amended and restated by Amendment No. 1
thereto filed with the Securities and Exchange Commission on October 24,
1996 (the "Amended and Restated 13D"). Except as disclosed herein, there has
been no change in the information previously reported in the Amended and
Restated 13D. Capitalized terms not defined herein shall have the meanings
ascribed to them in the Amended and Restated 13D.
Item 4. Purpose of Transactions
Item 4 is amended and supplemented by adding the following disclosure
thereto.
"As previously disclosed, on October 22, 1996 the Reporting Persons
entered into a settlement agreement (the "Settlement Agreement") by and among
the Reporting Persons, the Issuer, Robert A. Eprile, John A. Blohm, Fredric
W. Rittereiser ("Rittereiser"), The Dover Group, Inc. ("Dover"), F.E.
Weimmer, Jr., F.E. Weimmer, Sr., F.E. Rittereiser, Sr., and Thomas
Rittereiser, as trustee for Alexis J. Rittereiser, Amanda Weimmer and John
Weimmer. Pursuant to the Settlement Agreement, Helen J. Tate, as trustee of
the Tate Trusts, granted to Rittereiser or his designee an option (the "Call
Option") to acquire all of the 1,000,000 shares of Common Stock held by her
as trustee of the Tate Trusts, exercisable during the period beginning at
12:00 a.m., New York time, on April 2, 1997, and ending at 11:59 p.m., New
York time, on June 2, 1997, for a total purchase price of $4,500,000.
Pursuant to the Settlement Agreement, Rittereiser granted to Raymond T. Tate
an option (the "Put Option") to require Rittereiser or his designee to
acquire all of the 107,500 shares of Common Stock held by Mr. Tate,
exercisable during the period beginning at 12:00 a.m., New York time, on the
business day immediately following the exercise of the Call Option and ending
at 11:59 p.m., New York time, on the fifth business day immediately following
exercise of the Call Option, for a total purchase price of $483,750.
The Call Option was not exercised prior to 11:59 p.m., New York time, on
June 2, 1997. Accordingly, the Put Option was not exercisable by Mr. Tate.
Pursuant to the Settlement Agreement, pending the exercise of the Call
Option and the Put Option, Helen J. Tate, as trustee of the Tate Trusts,
agreed not to offer, sell, contract to sell, transfer, pledge, encumber or
otherwise dispose of the shares of Common Stock held by her as trustee of the
Tate Trusts, and each of the Reporting Persons agreed to vote the shares of
Common Stock held by him or her in the same manner and proportion as all
other shares of Common Stock are voted with respect to all matters. Since
the Call Option was not exercised, these restrictions of the Settlement
Agreement are no longer in effect. Accordingly, the Settlement Agreement no
longer restricts the Reporting Persons' ability to dispose or vote their
shares of Common Stock as they see fit.
In addition, on June 2, 1997 the 13-month "lock-up" period to which the
Reporting Persons had agreed in connection with the May 1996 public offering
of the Issuer's Common Stock, pursuant to which the Reporting Persons agreed
not to directly or indirectly offer to sell, sell, grant an option for the
sale, assign, transfer, pledge, hypothecate or otherwise encumber or dispose
of any Common Stock without the prior written consent of the representatives
of the underwriters and the Company, expired.
Accordingly, the Reporting Persons are no longer under any contractual
restriction on the voting or disposition of their shares of Common Stock of
the Issuer.
Since Rittereiser did not exercise the Call Option, the Reporting Persons
are presently evaluating their alternatives with respect to the shares of
Common Stock owned by them and the means by which the value of such shares of
Common Stock may be maximized.
The Reporting Persons have noted that, as disclosed in the Schedule 13D
filed with respect to the Issuer by David N. Rosensaft, Dover, Rittereiser or
his or its designee failed to purchase 750,000 shares of Common Stock owned
by Mr. Rosensaft on April 10, 1997 in accordance with a Stock Purchase
Agreement dated as of January 30, 1997, which failure resulted in Mr.
Rosensaft commencing an action against the Issuer, Universal Trading
Technologies Corp., a subsidiary of the Issuer, Dover and Rittereiser.
The Reporting Persons intend to continue to evaluate and review the
Issuer's business affairs and financial position, as well as conditions in
the securities markets and general economic and industry conditions. Based
on such evaluation and review, the Reporting Persons will consider various
alternative courses of action and will take such actions with respect to the
Issuer as they may deem appropriate. Mr. Tate presently intends to sell the
107,500 shares of Common Stock that he owns in accordance with SEC Rule 144.
Mrs. Tate, as trustee of the Tate Trusts, may determine to sell all or a
portion of her holdings of Common Stock in the open market, in privately
negotiated transactions, or otherwise. The Reporting Persons may also enter
into discussions with the Issuer and/or persons affiliated with the Issuer
concerning the possibility of exchanging the Reporting Persons' shares of
Common Stock for certain assets of the Issuer.
Except as set forth above, at the present time the Reporting Persons have
no plans or proposals which relate to or would result in any of the matters
referred to in paragraphs (b) through (j) of Item 4 of Schedule 13D."
Item 6. Contracts, Arrangements, Understandings or
Relationship with Respect to Securities of the Issuer.
Item 6 is amended and supplemented by adding thereto the disclosure set
forth above in the first six paragraphs under Item 4.
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: June 5, 1997
Reporting Person: Raymond T. Tate
Signature: /s/ Raymond T. Tate
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Reporting Person: Helen J. Tate, as trustee of the Tate Trusts
Signature: /s/ Helen J. Tate, trustee
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