SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. )(1)
INTELLICORP, INC.
(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
(Title of Class of Securities)
45815310300
(CUSIP Number)
May 5, 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|X| Rule 13d-1(b)
|_| 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 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).
Page 1 of 5 Pages
<PAGE>
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CUSIP No. 45815310300 13G Page 2 of 6 Pages
- --------------------- -----------------
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1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WECHSLER & CO., INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)|_|
(b)|X|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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5 SOLE VOTING POWER
1,032,309
NUMBER OF SHARES ------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH Not Applicable
PERSON ------------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
WITH
1,032,309
------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
Not Applicable
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,032,309
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3%
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12 TYPE OF REPORTING PERSON
BD
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*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 5 Pages
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Item 1(a). Name of Issuer:
INTELLICORP, INC.
Item 1(b). Address of Issuer's Principal Executive Offices:
1975 El Camino Real West
Mountain View, CA 94040
Item 2(a). Name of Person Filing:
This Schedule 13G is filed on behalf of Wechsler & Co., Inc.
(the "Reporting Person").
Item 2(b). Address of Principal Business Office or, if none, Residence:
105 South Bedford Road
Suite 310
Mount Kisco, NY 10549
Item 2(c). Citizenship:
New York corporation
Item 2(d). Title of Class of Securities:
Common Stock, $.001 par value
Item 2(e). CUSIP Number:
45815310300
Item 3. Type of Reporting Person:
(a) The Reporting Person is a broker-dealer registered under
Section 15 of the Securities Exchange Act of 1934. Norman J.
Wechsler, the majority shareholder, Chairman of the Board and
President of Wechsler & Co., Inc. is, accordingly, considered
the beneficial owner of securities beneficially owned by
Wechsler & Co., Inc. and has filed a Schedule 13D to report
such ownership. All of the equity securities of the Issuer
beneficially owned by the Reporting Person were acquired in
the ordinary course of business and not with the purpose nor
with the effect of changing or influencing the control of the
Issuer, nor in connection with or as a participant in any
transaction having such effect (including any transaction
subject to Rule 13d-3(b) promulgated under the Securities
Exchange Act of 1934).
(b) - (h): Not applicable
Page 3 of 5 Pages
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Item 4. Ownership:
(a) Amount Beneficially Owned:
At June 29, 1999, the Reporting Person beneficially owned 1,032,309
shares of Common Stock, 111,042 shares of which are held in its
market-making accounts for securities of the Issuer and 921,267
shares of which are held in its investment account. Mr. Wechsler is
deemed the beneficial owner of such shares by reason of his
relationship with the Reporting Person.
(b) Percent of Class:
6.3%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
1,032,309
(ii) shared power to vote or to direct the vote:
Not Applicable
(iii) sole power to dispose or to direct the disposition of:
1,032,309
(iv) shared power to dispose or to direct the disposition of:
Not Applicable
Items 5-9. Not Applicable
Item 10. By signing below, the undersigned certifies that, to the best of its
knowledge and belief, the securities referred to above were acquired
in the ordinary course of business and were not acquired for the
purpose and do not have the effect of changing or influencing the
control of the Issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purpose or effect.
Page 4 of 5 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Date: July 22, 1999
WECHSLER & CO., INC.
By: /s/ Norman J. Wechsler
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Norman J. Wechsler,
President
Page 5 of 5 Pages
