SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Information to be included in statements filed persuant to
Rules 13d-1(b) and (c) and admendments thereto filed pursuant to 13d-2(b).
(Amendment No. 1 )*
SYNCRONYS SOFTCORP
(Name of Issuer)
Common Stock
(Title of Class of Securities)
871578100
(CUSIP Number)
*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 ("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)
(Continued on following pages(s))
Page 1 of 8 Pages
As of 12-31-97
CUSIP No. 871578100 (SYCR) 13 G Page 2 of 8 Pages
As of 12-31-97
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mathers and Company, Inc.
IRS ID #36-2666070
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
Not Applicable
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
An Illinois Corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON (ITEMS 5,6,7 AND 8)
5. SOLE VOTING POWER
None
6. SHARED VOTING POWER
60,000 *
*Persons who are officers of Mathers and Company, Inc., including
Mr. Van der Eb, also serve as officers of Mathers Fund, Inc. In
their capacity as officers of the Fund, these persons vote 2,260,000
shares included in this schedule which are owned by the Fund.
7. SOLE DISPOSITIVE POWER
2,320,000
8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,320,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2,320,000 / 24,260,768 = 9.6%
12. TYPE OF REPORTING PERSON
IA, CO
CUSIP No. 871578100 (SYCR) 13 G Page 3 of 8 Pages
As of 12-31-97
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Henry G. Van der Eb, Jr.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
Not Applicable
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON (ITEMS 5,6,7 AND 8)
5. SOLE VOTING POWER
1,073,500
6. SHARED VOTING POWER
60,000 *
*Comprised of shares held in advisory accounts for which Mathers and
Company, Inc. has shared voting power. Mr. Van der Eb is the sole director
and controlling shareholder of Mathers and Company, Inc. Persons who are
officers of Mathers and Company, Inc., including Mr. Van der Eb, also
serve as officers of Mathers Fund, Inc. In their capacity as officers of
the Fund, these persons vote 2,260,000 shares included in this schedule
which are owned by the Fund.
7. SOLE DISPOSITIVE POWER
3,393,500 *
*Includes shares for which Mathers and Company, Inc. has sole dispositive
power.
8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,393,500
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3,393,500 / 24,260,768 = 14.0%
12. TYPE OF REPORTING PERSON
HC, IN
CUSIP No. 871578100 (SYCR) 13 G Page 4 of 8 Pages
As of 12-31-97
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mathers Fund, Inc.
IRS ID #36-2554362
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
Not Applicable
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON (ITEMS 5, 6, 7 AND
8)
5. SOLE VOTING POWER
2,260,000
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,260,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2,260,000 / 24,260,768 = 9.3%
12. TYPE OF REPORTING PERSON
IV, CO
CUSIP No. 871578100 (SYCR) 13G Page 5 of 8 Pages
As of 12-31-97
Item 1(a) Name of Issuer:
SYNCRONYS SOFTCORP
Item 1(b) Address of Issuer's Principal Executive Offices:
3958 Ince Boulevard
Culver City, CA 90232
Item 2(a) Name of Persons Filing:
Mathers and Company, Inc. ("Mathers");
Henry G. Van der Eb, Jr.;
Mathers Fund, Inc. ("Mathers Fund")
Item 2(b) Address of Principal Business Office:
100 Corporate North, Suite 201
Bannockburn, IL 60015
Item 2(c) Citizenship:
Mathers and Company, Inc. - An Illinois corporation
Henry G. Van der Eb, Jr. - U.S.A.
Mathers Fund, Inc. - A Maryland corporation
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
871578100 (SYCR)
Item 3. This statement is filed pursuant to Rules 13d-1(b)
or 13d-2(b) by Mathers, an investment adviser
registered under section 203 of the Investment
Advisers Act of 1940, and by Mathers Fund, an open-
end investment company registered under the
Investment Company Act of 1940 which is managed by
Mathers, and by Mr. Van der Eb. Mr. Van der Eb is
the President, Director and controlling shareholder
of Mathers. Mr. Van der Eb disclaims beneficial
ownership of all such shares held by the Mathers
Fund and other advisory accounts of Mathers. Mr.
Van der Eb is also the Chairman and a Director of
the Mathers Fund.
Cusip No. 871578100 (SYCR) 13G Page 6 of 8 Pages
As of 12-31-97
Item 4. Ownership:
(a) Amount Beneficially Owned:
See No. 9, Pages 2, 3 & 4
(b) Percent of Class:
See No. 11, Pages 2, 3 & 4
(c) Number of shares as to which such person has:
See No. 7, Pages 2, 3 & 4
(i) sole power to vote or to direct the vote
See No. 7, Pages 2, 3 & 4
(ii) shared power to vote or to direct the
vote NONE
(iii) sole power to dispose or to direct the
disposition of See No. 9, Pages 2 & 3
(iv) shared power to dispose or to direct the
disposition of NONE
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.
Of the securities reported upon in this schedule,
2,320,000 are held by Mathers and Company clients,
including the 2,260,000 shares owned by the Mathers Fund
of which there are more than 7,400 shareholders. Mr. Van
der Eb disclaims beneficial ownership of all such shares.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company.
Mr. Van der Eb, an individual, is the controlling
shareholder of Mathers, a registered investment adviser
which has acquired the shares of SYCR for the accounts
of advisory clients.
Cusip No. 871578100 (SYCR) 13G Page 7 of 8 Pages
As of 12-31-97
Item 8. Identification and Classification of Member 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 acquired in the ordinary course of business and
were not acquired for the purpose of 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.
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.
MATHERS AND COMPANY, INC.
/s/HENRY G. VAN DER EB, JR. By:/s/HENRY G. VAN DER EB, JR.
Henry G. Van der Eb, Jr. Henry G. Van der Eb, Jr.
Individually President
MATHERS FUND, INC.
By:/s/HENRY G. VAN DER EB, JR.
DATE: February 10, 1998 Henry G. Van der Eb, Jr.
Chairman
Cusip No. 871578100 (SYCR) 13G Page 8 of 8 Pages
As of 12-31-97
EXHIBIT A
JOINT FILING AGREEMENT
Each of the undersigned parties hereby agrees to the joint
filing of a statement of beneficial ownership on Schedule 13G to
satisfy the separate reporting obligations of each of them pursuant
to Rule 13d-1(b), promulgated under the Securities Exchange Act of
1934, as amended, with respect to the shares of Sycronys Softcorp
(SYCR) which are held by certain investment advisory accounts
managed by Mathers and Company, Inc. It is agreed that such
statement shall be deemed filed on behalf of each of such parties,
but this agreement shall not be construed as creating
responsibility by any party for the completeness and accuracy of
any information contained in such statement concerning the other
parties.
Dated: February 10, 1998
/s/HENRY G. VAN DER EB, JR.
Henry G. Van der Eb, Jr.,Individually
MATHERS AND COMPANY, INC.
By:/s/HENRY G. VAN DER EB, JR.
Henry G. Van der Eb, Jr.,President
MATHERS FUND, INC.
By: /s/ HENRY G. VAN DER EB, JR.
Henry G. Van der Eb, Jr., Chairman
