UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
PC QUOTE, INC.
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(Name of Issuer)
Common Stock, $.001 par value 693236 20 0
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(Title of Class of Securities) (Cusip Number)
J. W. Fenton, Jr., National Computer Systems, Inc.
11000 Prairie Lakes Drive, Eden Prairie, MN 55344
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
July 14, 1995
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(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.)
* 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 page (s))
<PAGE>
CUSIP NO. 693236 20 0 SCHEDULE 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
National Computer Systems, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
NUMBER OF 7. SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH 9. SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10. SHARED DISPOSITIVE POWER
WITH -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDED CERTAIN
SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14. TYPE OF REPORTING PERSON* CO
* SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH PAGES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING
EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer.
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The securities to which this statement relates are the shares of Common Stock,
$.001 par value ("Shares"), of PC Quote, Inc., a Delaware corporation ("PCQ").
PCQ's principal executive offices are at 401 South LaSalle Street, Chicago,
Illinois 60605.
Item 2. Identity and Background.
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The person filing this statement is National Computer Systems, Inc., a Minnesota
corporation ("NCS"), whose principal offices and principal business are located
at 11000 Prairie Lakes Drive, Eden Prairie, Minnesota 55344.
NCS's principal business is providing integrated information management products
and services, designed to collect and interpret data to the education, business,
government, health care and banking and financial markets.
Neither NCS, nor, to its best knowledge, any of its executive officers,
directors or persons who may be deemed to be controlling persons of NCS, during
the last five years, has (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
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Not applicable.
Item 4. Purpose of Transaction.
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Not applicable
Item 5. Interest in Securities of the Issuer.
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(a) NCS does not beneficially own any Shares (including any rights to
acquire Shares).
(b) Not applicable.
(c) On July 14, 1995, NCS sold 1,000,000 Shares (which constituted all of
the Shares that NCS owned) for a price of $1.50 per Share. Of the
Shares sold, 42,500 Shares were acquired by PCQ and 957,500 Shares were
acquired by various individuals and institutional investors. The sale
of the Shares was effected in private transactions exempt from the
registration requirements of the Securities Act of 1933, as amended,
and the closing of the transactions occurred in Chicago, Illinois.
(d) None
(e) NCS ceased to be the beneficial owner of more than five percent (5%)
of the Shares on July 14, 1995.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
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None.
Item 7. Material to be Filed as Exhibits.
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None
SIGNATURES
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.
Dated: July 19, 1995 NATIONAL COMPUTER SYSTEMS, INC.
By: /s/ J. W. Fenton, Jr.
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J. W. Fenton, Jr.
Secretary and Treasurer
