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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 2)(1)
HEALTHWORLD CORPORATION
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
42222E103
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(CUSIP Number)
12/31/99
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ / Rule 13d-1(b)
/ / Rule 13d-1(c)
/X/ Rule 13d-1(d)
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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 the disclosures provided in a prior cover page.
The information required in 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).
Page 1 of 6 Pages
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CUSIP No. 42222E103 Page 2 of 5 Pages
13G
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Steven Girgenti
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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 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 5 SOLE VOTING POWER
SHARES 2,225,092
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BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING 2,225,092
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PERSON 8 SHARED DISPOSITIVE POWER
WITH 0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,225,092
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
27.3%
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12 TYPE OF REPORTING PERSON*
IN
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* SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 6 Pages
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Item 1 (a). Name of Issuer:
Healthworld Corporation.
Item 1 (b). Address of Issuer's Principal Executive Offices:
100 Avenue of the Americas, New York, NY 10013.
Item 2 (a). Name of Person Filing:
Steven Girgenti.
Item 2 (b). Address of Principal Business Office or, if None, Residence:
c/o Healthworld Corporation, 100 Avenue of the Americas, New
York, NY 10013.
Item 2 (c). Citizenship:
United States.
Item 2 (d). Title of Class of Securities:
Common Stock, par value $.01 per share.
Item 2 (e). CUSIP Number:
42222E103.
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b) or (c), Check Whether the Person Filing is a:
(a) |_| Broker and dealer registered under Section 15 of the
Exchange Act.
(b) |_| Bank as defined in Section 3(a)(6) of the Exchange
Act.
(c) |_| Insurance company as defined in Section 3(a)(19) of
the Exchange Act.
(d) |_| Investment company registered under Section 8 of the
Investment Company Act.
(e) |_| An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h) |_| A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
(i) |_| A church plan that is excluded from the definition of
an investment company under Section 3(c)(14) of the
Investment Company Act;
(j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Page 3 of 6 Pages
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If this statement is filed pursuant to Rule 13d-1(c), check this box.
|_|
Item 4. Ownership
(a) Amount beneficially owned: As of December 31, 1999, the
Reporting Person beneficially owned 2,225,092 shares of Common
Stock which includes (i) 1,058,426 shares of Common Stock held
directly by the Reporting Person, (ii) 1,000,000 shares of
Common Stock held by The Steven Girgenti Grantor Retained
Annuity Trust (the "Grantor Retained Trust"), (iii) 66,666
shares of Common Stock held by The Steve Girgenti Charitable
Lead Annuity Trust (the "Charitable Trust") and (iv) 100,000
shares of Common Stock held by The Girgenti Family Limited
Partnership (the "Partnership"). The Reporting Person is the
trustee of the Grantor Retained Trust and, pursuant to the
terms of the Grantor Retained Trust, possesses the sole voting
and dispositive power with respect to the shares of Common
Stock held by the Grantor Retained Trust. The Reporting
Person's spouse, Sondra Girgenti, is the trustee of the
Charitable Trust and, pursuant to the terms of the Charitable
Trust, the Reporting Person may be deemed to possess the sole
voting and dispositive power with respect to the shares of
Common Stock held by the Charitable Trust. The Reporting
Person is the general partner of the Partnership and, pursuant
to the terms of the Partnership, possesses the sole voting and
dispositive power with respect to the shares of Common Stock
held by the Partnership.
(b) Percent of class: As of December 31, 1999, the Issuer had
outstanding 8,144,284 shares of Common Stock. The 2,225,092
shares of Common Stock held beneficially by the Reporting
Person represented 27.3% of the outstanding shares of Common
Stock.
(c) Number of Shares as to which the Reporting Person has:
(i) sole power to vote or direct the vote: 2,225,092;
(ii) shared power to vote or to direct the vote: 0;
(iii) sole power to dispose or direct the disposition of:
2,225,092; and
(iv) shared power to dispose or to direct the disposition
of: 0.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following
|_|.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired The
Security Being Reported on By The Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Page 4 of 6 Pages
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Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.
Page 5 of 6 pages
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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.
February 14, 2000
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(Date)
/s/ Steven Girgenti
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(Signature)
STEVEN GIRGENTI
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(Name/Title)
Page 6 of 6 Pages
