<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
---------
AMERICAN BUSINESS COMPUTERS CORPORATION
--------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01
--------------------------------------------------------
(Title of Class of Securities)
024759 10 2
--------------------------------------------------------
(CUSIP Number)
WILLIAM B. MOORE, Vice President
Whitman Corporation, 3501 Algonquin Road, Rolling Meadows, Illinois 60008 -
(708) 818-5008
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 7, 1995
--------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with this statement / /. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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).
(Continued on following page(s))
Page 1 of 7 Pages
---
<PAGE>
SCHEDULE 13D
CUSIP No. 024759 10 2 Page 2 of 7 Pages
------------ --- ---
- -------------------------------------------------------------------------------
(1) Name of Reporting Person. S.S. or I.R.S. Identification Nos. of Above
Person
Whitman Corporation
36-6076573
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
N/A
- -------------------------------------------------------------------------------
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power 372,000
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power
--------------------------------------------------
(9) Sole Dispositive
Power 372,000
--------------------------------------------------
(10) Shared Dispositive
Power
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
372,000
- -------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* / /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
2.33%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 024759 10 2 13D Page 3 of 7 Pages
--- ---
Pursuant to Rule 13d-2(a) of Regulation 13D of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended, this
Amendment No. 2 amends and supplements the statement on Schedule 13D dated
May 4, 1989, as amended by Amendment No. 1 thereto dated April 8, 1991 (the
"Schedule 13D") relating to the common stock, par value of $.01 per share
("Common Stock"), of American Business Computers Corporation, a Florida
corporation. Unless otherwise indicated, all defined terms used herein shall
have the same meanings as those set forth in the Schedule 13D.
ITEM 1. SECURITY AND ISSUER
No material change.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c) No material change, except that on May 7, 1992,
Bruce S. Chelberg replaced James W. Cozad as Chairman
and Chief Executive Officer of Whitman.
(d) - (e) No material change.
(f) No material change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
No material change.
ITEM 4. PURPOSE OF TRANSACTION
As reported in Amendment No. 1 to the Schedule 13D, in 1991 Whitman
determined to sell, from time to time, in open market or private
transactions, the shares of Common Stock acquired by Whitman.
On June 19, 1995, the United States District Court for the Southern
District of New York entered a Final Judgment in the class action
lawsuit known as AMERICAN BUSINESS COMPUTERS CORPORATION SECURITIES
LITIGATION (MDL Docket No. 913) approving a Stipulation of Settlement
and directing the parties thereto (including Hussmann) to consummate
the settlement of such action in accordance with the terms and
provisions contained in the said Stipulation of Settlement. In
accordance therewith, on July 7, 1995, Hussmann delivered to the Issuer
400,000 of the shares of the Issuer's Common Stock held by Hussmann.
Additionally, as part of such settlement, Hussmann will receive from
the Issuer warrants to purchase 200,000 shares of the Issuer's Common
Stock at an exercise price of $3.50 per share.
<PAGE>
CUSIP NO. 024759 10 2 13D Page 4 of 7 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date of this Amendment No. 2, Whitman owned through
Hussmann an aggregate of 372,000 shares of the Issuer's Common
Stock. These shares constitute approximately 2.33% of the
Issuer's outstanding Common Stock. To the knowledge of Whitman,
no director or executive officer of Whitman owns any shares of
the Issuer's Common Stock.
(b) Whitman possesses the sole power to vote or direct the vote and
the sole power to dispose of or to direct the disposition of all
shares of the Common Stock beneficially owned or controlled by
Whitman. Such shares have been registered under the Securities
Act of 1933, as amended (the "Securities Act"), pursuant to a
registration statement on Form S-3 under the Securities Act.
(c) In July, 1991, Whitman sold through Hussmann an aggregate of
123,000 shares of Common Stock (see Schedule 1). See also
Item 4, above.
(d) No material change.
(e) July 7, 1995.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Schedule 1 - Sales of Common Stock.
<PAGE>
CUSIP NO. 024759 10 2 13D Page 5 of 7 Pages
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.
Date: July 10, 1995 WHITMAN CORPORATION
By: /s/ William B. Moore
----------------------------------------
William B. Moore
Vice President
<PAGE>
CUSIP NO. 024759 10 2 13D Page 6 of 7 Pages
EXHIBIT INDEX
Sequential
Exhibit Page No.
------- ----------
Schedule 1 - Sales of Common Stock 7
<PAGE>
CUSIP NO. 024759 10 2 13D Page 7 of 7 Pages
SCHEDULE 1
SALES OF COMMON STOCK
Date of Sale No. of Shares Price Per Share
- ------------ ------------- ---------------
7/3/91 5,000 $ 3.75
7/3/91 28,000 3.625
7/9/91 5,000 3.4375
7/9/91 25,000 3.375
7/10/91 2,500 3.375
7/10/91 7,500 3.50
7/11/91 10,000 3.625
7/11/91 5,000 3.75
7/11/91 5,000 3.875
7/15/91 5,000 5.25
7/15/91 10,000 5.375
7/15/91 10,000 5.50
7/16/91 5,000 5.625
