HEALTHWORLD CORP
SC 13G/A, 2000-02-11
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                 --------------

                                  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
                             -----------------------
                                (Name of Issuer)

                          Common Stock, $.01 Par Value
                          ----------------------------
                         (Title of Class of Securities)

                                    42222E103
                                    ---------
                                 (CUSIP Number)

                                    12/31/99
             ------------------------------------------------------
             (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)

/X/                  Rule 13d-1(c)

/ /                  Rule 13d-1(d)

- -----------

(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 5 Pages
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CUSIP No. 42222E103                                            Page 2 of 5 Pages
                                       13G

- --------------------------------------------------------------------------------
  1    NAME OF REPORTING PERSONS
       I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)


             William Leslie Milton
- --------------------------------------------------------------------------------
  2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                   (a) / /
                                                                   (b) / /
- --------------------------------------------------------------------------------
  3    SEC USE ONLY

- --------------------------------------------------------------------------------
  4    CITIZENSHIP OR PLACE OF ORGANIZATION

             United Kingdom
- --------------------------------------------------------------------------------
                            5   SOLE VOTING POWER
        NUMBER OF
                                      1,285,151
          SHARES           -----------------------------------------------------
                            6   SHARED VOTING POWER
       BENEFICIALLY
                                      0
         OWNED BY
                           -----------------------------------------------------
           EACH             7   SOLE DISPOSITIVE POWER

        REPORTING                     1,285,151
                           -----------------------------------------------------
          PERSON            8   SHARED DISPOSITIVE POWER

           WITH                       0
- --------------------------------------------------------------------------------
  9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             1,285,151
- --------------------------------------------------------------------------------
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                                                            / /
- --------------------------------------------------------------------------------
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

             15.8%
- --------------------------------------------------------------------------------
  12   TYPE OF REPORTING PERSON*

             IN
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTION BEFORE FILLING OUT!

                               Page 2 of 5 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:

            William Leslie Milton.

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 5 Pages
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            If this statement is filed pursuant to Rule 13d-1(c), check this
box. |X|

Item 4.     Ownership

            (a)   Amount beneficially owned as of December 31, 1999: 1,285,151

            (b)   Percent of class: 15.8%

            (c)   Number of Shares as to which the Reporting Person has:

                  (i)   sole power to vote or direct the vote: 1,285,151;

                  (ii)  shared power to vote or to direct the vote: 0;

                  (iii) sole power to dispose or direct the disposition of:
                        1,285,151; 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.

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 4 of 5 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
                                          --------------------------------------
                                                (Date)


                                               /s/ William Leslie Milton
                                          --------------------------------------
                                                (Signature)

                                          WILLIAM LESLIE MILTON
                                          --------------------------------------
                                                (Name/Title)

                               Page 5 of 5 Pages



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