SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No._______ )(1)
MASTERING, INC.
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(Name of issuer)
COMMON STOCK, PAR VALUE OF $.001 PER SHARE
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(Title of class of securities)
269837 10 0
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(CUSIP number)
Terence M. Graunke
Mastering, Inc.
676 North Michigan Avenue
Suite 3410
Chicago, IL 60611
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(Name, address and telephone number of person authorized to receive notices
and communications)
February 18, 1998
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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
.
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.
(Continued on following pages)
(Page 1 of 5 Pages)
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(1) 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 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).
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CUSIP No. 269837 10 0 13D Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON S.S. or I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Terence M. Graunke
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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
N/A
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5 CHECK BOX 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
UNITED STATES
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NUMBER OF 7 SOLE VOTING POWER
SHARES 3,504,548
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY N/A
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,504,548
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PERSON WITH 10 SHARED DISPOSITIVE POWER
N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON*
3,504,548
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
approximately 25.5%
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14 TYPE OF REPORTING PERSON
IN
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<PAGE>
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CUSIP No. 269837 10 0 13D Page 3 of 5 Pages
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Item 1. Security and Issuer.
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The title and class of equity securities to which this
statement relates is the common stock, par value $.001 per share (the "Common
Stock"), of MASTERING, INC., a Delaware corporation (the "Company"). The
Company's principal executive offices are located at 9201 East Mountain View
Road, Suite 200, Scottsdale, Arizona 85258.
Item 2. Identity and Background.
------------------------
Terence M. Graunke's business address is Mastering, Inc., 676
North Michigan Avenue, Suite 3410, Chicago, Illinois 60611. Mr. Graunke is the
Chairman and Chief Executive Officer of the Company, which is the issuer of
securities to which this statement relates. The Company is an educational
services company that provides corporate training products and services for
information technology professionals.
Mr. Graunke has not, during the last five years, (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to Federal or
State securities laws or finding any violation with respect to such laws.
Mr. Graunke is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
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N/A; see Item 4.
Item 4. Purpose of Transaction.
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Mr. Graunke acquired the shares of Common Stock in connection
with the formation of the Company and the vesting of options acquired as an
officer and director of Company. On February 18, 1998, the Board of Directors of
the Company approved the execution and delivery of an Agreement and Plan of
Merger (the "Merger Agreement") among the Company, PLATINUM technology, inc. and
PT Acquisition Corporation I. Mr. Graunke sits on the Board of Directors of the
Company and voted in favor of the merger as contemplated by the Merger
Agreement. Except as contemplated by the Merger Agreement, Mr. Gruanke does not
have any plans or proposals which relate to or would result in any events
described in Item 4(a) through (j).
Item 5. Interest in Securities of the Issuer.
-------------------------------------
(a) As of February 18, 1998, Mr. Graunke beneficially owned in
the aggregate 3,504,548 shares of the Company's Common Stock. Based upon the
number of shares outstanding as of the close of business on February 18, 1998,
as reported by the Company to be 13,738,832, such shares constitute
approximately 25.5% of the outstanding shares of the Company's Common Stock.
Of the 3,504,548 shares of the Company's Common Stock
beneficially owned by Mr. Graunke, 472,100 of such shares represent the right to
acquire shares of the Company's Common Stock through the exercise of options
which are currently exercisable or will be exercisable within 60 days of
February 18, 1998.
<PAGE>
(b) Mr. Graunke has sole voting and dispositive power with
respect to all 3,504,548 shares of the Company's Common Stock beneficially owned
by him.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangement, Understanding or
Relationships with Respect to Securities of the Issuer.
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See Item 4.
Item 7. Material to be Filed as Exhibits.
Exhibit Number Description
1 Agreement and Plan of Merger dated as of February 18,
1998 among Mastering, Inc., PLATINUM technology, inc.
and PT Acquisition Corporation (incorporated by
reference to the exhibits to the Company's Current
Report on Form 8-K dated February 20, 1998).
<PAGE>
SIGNATURE
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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.
February 28, 1998
(Date)
/s/ Terence M. Graunke
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(Signature)
Terence M. Graunke
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(Name)
