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)(1)
INTELLICORP, INC.
(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
(Title of Class of Securities)
45815310300
(CUSIP Number)
June 19, 2000
(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)
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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 ("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 5 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
3,224,967 (including 361,532 shares issuable upon
exercise of a warrant of the Issuer)
NUMBER OF SHARES ------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH Not Applicable
PERSON ------------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
WITH
3,224,967 (including 361,532 shares issuable upon
exercise of a warrant of the Issuer)
------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
Not Applicable
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,224,967 (including 361,532 shares issuable upon exercise of a warrant
of the Issuer)
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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
15.9%
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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 August 2, 2000, the Reporting Person beneficially owned 3,224,967
shares of Common Stock, 111,042 shares of which are held in its
market-making accounts for securities of the Issuer and 3,113,925
shares of which are held in its investment account and including
361,532 shares issuable upon exercise of a warrant of the Issuer. Mr.
Wechsler is deemed the beneficial owner of such shares by reason of
his relationship with the Reporting Person.
(b) Percent of Class:
15.9% based upon an outstanding number of 20,245,380 shares
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
3,224,967, including 361,532 shares issuable upon
exercise of a warrant of the Issuer
(ii) shared power to vote or to direct the vote:
Not Applicable
(iii) sole power to dispose or to direct the disposition of:
3,224,967, including 361,532 shares issuable upon
exercise of a warrant of the Issuer
(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: August 4, 2000
WECHSLER & CO., INC.
By: /s/ Norman J. Wechsler
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Norman J. Wechsler,
President
Page 5 of 5 Pages
