<PAGE>
SCHEDULE 13G
(Rule 13d - 102)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(b), (c)
and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
The MacNeal-Schwendler Corporation
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
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(Title of Class of Securities)
554806
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(CUSIP Number)
June 18, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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).
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<TABLE>
<CAPTION>
CUSIP NO. 554806 13G
<C> <S>
1 Names of Reporting Persons/I.R.S. Identification Nos. of Above
Persons (Entities Only)
NEARCHOS IRINARCHOS
2 Check the Appropriate Box if a Member of a Group (a) /X/
(SEE Instructions) (b) / /
3 SEC Use Only
4 Citizenship or Place of Organization
SWEDEN
Number of 5 Sole Voting Power
Shares -0-
6 Shared Voting Power
Beneficially 1,532,012
Owned by 7 Sole Dispositive Power
Each Reporting -0-
8 Shared Dispositive Power
Person With 1,532,012
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,532,012
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares / /
(SEE Instructions)
11 Percent of Class Represented by Amount in Row (9)
10.01%*
12 Type of Reporting Person (See Instructions)
IN
</TABLE>
* Based on 13,770,447 shares of Common Stock outstanding and the issuance of
1,532,012 shares of Common Stock upon the exercise of warrants and the
conversion of convertible debentures beneficially owned by the reporting
persons.
2
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<TABLE>
<CAPTION>
CUSIP NO. 554806 13G
<C> <S>
1 Names of Reporting Persons/I.R.S. Identification Nos. of Above
Persons (Entities Only)
DENDRON TECHNOLOGY B.V.
2 Check the Appropriate Box if a Member of a Group (a) /X/
(SEE Instructions) (b) / /
3 SEC Use Only
4 Citizenship or Place of Organization
THE NETHERLANDS
Number of 5 Sole Voting Power
Shares -0-
6 Shared Voting Power
Beneficially 766,006
Owned by 7 Sole Dispositive Power
Each Reporting -0-
8 Shared Dispositive Power
Person With 766,006
9 Aggregate Amount Beneficially Owned by Each Reporting Person
766,006
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares / /
(SEE Instructions)
11 Percent of Class Represented by Amount in Row (9)
5.005%*
12 Type of Reporting Person (See Instructions)
CO
</TABLE>
* Based on 13,770,447 shares of Common Stock outstanding and the issuance of
766,006 shares of Common Stock upon the exercise of warrants and the conversion
of convertible debentures owned by the reporting person.
3
<PAGE>
<TABLE>
<CAPTION>
CUSIP NO. 554806 13G
<C> <S>
1 Names of Reporting Persons/I.R.S. Identification Nos. of Above
Persons (Entities Only)
FRONOS TECHNOLOGY B.V.
2 Check the Appropriate Box if a Member of a Group (a) /X/
(SEE Instructions) (b) / /
3 SEC Use Only
4 Citizenship or Place of Organization
THE NETHERLANDS
Number of 5 Sole Voting Power
Shares -0-
6 Shared Voting Power
Beneficially 766,006
Owned by 7 Sole Dispositive Power
Each Reporting -0-
8 Shared Dispositive Power
Person With 766,006
9 Aggregate Amount Beneficially Owned by Each Reporting Person
766,006
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares / /
(SEE Instructions)
11 Percent of Class Represented by Amount in Row (9)
5.005%*
12 Type of Reporting Person (See Instructions)
CO
</TABLE>
*Based on 13,770,447 shares of Common Stock outstanding and the issuance of
766,006 shares of Common Stock upon the exercise of warrants and the conversion
of convertible debentures owned by the reporting person.
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<PAGE>
ITEM 1(a). NAME OF ISSUER:
The MacNeal-Schwendler Corporation
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
815 Colorado Boulevard, Los Angeles, CA 90041
ITEM 2(a). NAME OF PERSON FILING:
This report is filed by Nearchos Irinarchos,
individually and on behalf of Dendron Technology, B.V.
and Fronos Technology, B.V. The securities owned by
such persons are set forth in Item 4.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Vikavagen 9
S-167 71 Bromma
Sweden
ITEM 2(c). CITIZENSHIP:
Sweden
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(e). CUSIP NUMBER:
554806
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR
13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a). [ ] Broker or Dealer registered under Section 15 of the
Exchange Act.
(b). [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c). [ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d). [ ] Investment company registered under Section 8 of the
Investment Company Act.
(e). [ ] An investment advisor in accordance with
Rule 13d-1(b)(1)(ii)(E);
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(f). [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g). [ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h). [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i). [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act;
(j). [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check
this box [X].
ITEM 4. OWNERSHIP.
(a) - (c)
Dendron Technology B.V. ("Dendron") and Fronos Technology B.V.
("Fronos") each hold warrants to purchase 700,000 shares of
Common Stock, at an exercise price of $10.00 per share, of The
MacNeal-Schwendler Corporation ("MSC") and $1,000,000 in
principal amount of MSC's 7 7/8% convertible subordinated
notes due in 2004, which are convertible into MSC's Common
Stock at a rate of $15.15 per share. The shares of MSC's
Common Stock which may be acquired by each of Dendron and
Fronos is summarized below:
<TABLE>
<CAPTION>
Number of Shares Issuable Upon
------------------------------
Record Owner Exercise Conversion Percent
------------ -------- ---------- -------
of Warrant Of Note Of Class
---------- ------- --------
<S> <C> <C> <C>
Dendron Technology B.V. 700,000 76,006 5.005%
Fronos Technology B.V. 700,000 76,006 5.005%
</TABLE>
Nearchos Irinarchos is the sole shareholder and general
manager of each of Dendron and Fronos and shares the power to
vote or direct the vote and the power to dispose or direct the
disposition of all of the shares of Common Stock subject to
the warrants and the notes.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable
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ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Not applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS 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
not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
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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.
June 23, 1999
-----------------------------------
(Date)
/S/ NEARCHOS IRINARCHOS
-----------------------------------
(Signature)
Nearchos Irinarchos, individually
and on behalf of Dendron
Technology, B.V. and Fronos
Technology, B.V.
-----------------------------------
(Name)
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSION OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
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