SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No 2)
Market Guide, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of class of securities)
570565-20-0
(CUSIP number)
Mr. Jerome Kahn, Jr.
c/o William Harris Investors, Inc.
2 North LaSalle Street, Suite 400
Chicago, Illinois 60602
(312) 621-0647
(Name, address and telephone number of persons
authorized to receive notices and communications)
April 21, 1998
(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 the statement [ ].
(continued on following pages)
<PAGE>
1 Name of Reporting Persons
SS or IRS Identification Nos of Above Persons
Jerome Kahn, Jr., acting as trustee of the WHCoPST, managing agent
of Couderay Partners, administrative officer of the Harris Foundation
and as president and portfolio manager of William Harris Investors,
Inc. ("WHI"), investment advisor to the aforementioned accounts.
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3 SEC Use Only
4 Source of Funds
PF
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
USA
Number of Shares Beneficially Owned by each Reporting Person with:
7 Sole Voting Power
None
8 Shared Voting Power
None
9 Sole Dispositive Power
None
10 Shared Dispositive Power
53,030
11 Aggregate Amount Beneficially Owned by Each Reporting Person
53,030
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
[ ]
13 Percent of Class Represented by Amount in Row (11)
1.12%
14 Type of Reporting Person
IN
<PAGE>
Item 1. Security and Issuer
This statement relates to the common stock, par value $0.001 per
share (the "Common Stock") of Market Guide, Inc. (the "Company"), a
New York corporation, that has its principal executive offices at P.O. Box
7200, 2001 Marcus Avenue, Suite S200, Lake Success, New York 11042-1011.
Item 2. Identity and Background
(a), (b) and (c): This statement is filed by Jerome Kahn, Jr. in his
capacities listed on page 2 of this Schedule 13D filing in connection with
the beneficial ownership by the Reporting Person, as defined below, of
53,030 shares of Common Stock. Such individual is sometimes referred to
as the "Reporting Person".
Jerome Kahn, Jr.'s business address is 2 North LaSalle Street,
Suite 400, Chicago, Illinois 60602 and his principal occupation is President
of William Harris Investors, Inc., a Delaware corporation whose principal
business is that of an investment advisor registered under Section 203 of
the Investment Advisers Act of 1940.
(d): During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e): During the last five years, the Reporting Person has not been
a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in any judgement, 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.
(f): The Reporting Person is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
The funds used in the transactions reported in this statement are
the working capital of the respective entities named in Item 5(b) or is the
sale of shares of the Company pursuant to the agreement attached hereto
as Exhibit A.
Item 4. Purpose of Transaction
This amendment does not relate to the purchase or acquisition of
any shares of the Company and is therefore inapplicable.
Item 5. Interest in Securities of the Issuer
(a) The Reporting Person may be considered to have beneficial
ownership within the meaning of section 13(d) of the Securities Exchange
Act in an aggregate of 53,030 shares of Common Stock or 1.12% of the
outstanding shares in the capacity shown in Item 1. Also see Item 5(b).
(b)
Common Stock
Beneficially Owned
By Reporting Person
Investor (1) See Item 2
Couderay Partners (see below) 17,980 xd
Harris Foundation (see below) 6,969 xd
WH&Co PST (see below) 28,081 xd
Total Common Stock Beneficially Owned 53,030
Total 13D Shares Outstanding 4,718,171
Total Percentage Beneficially Owned 1.12%
Dispositive Power:
Sole # (sd) None
Sole % None
Shared # (xd) 53,030
Shared % 1.12%
Voting Power:
See Item 6 and Exhibit A.
(1) Entities that have the pecuniary interests in the Common Stock reported
herein.
Couderay Partners, a partnership composed of numerous trusts.
Mr. Kahn is the managing agent.
Harris Foundation, a 501(c)(3) Minnesota non-profit corporation,
the purpose of which is to promote health care research and education; Mr.
Kahn is the executive assistant (administrative officer).
William Harris & Co. Employee Profit Sharing Trust
("WH&Co PST") is a retirement plan. Mr. Kahn is a trustee.
Each of the persons named above is an entity of the United
States.
Unless otherwise noted, the address of each of the foregoing
entities c/o William Harris Investors, Inc., 2 North LaSalle Street, Suite
400, Chicago, IL, 60602.
(c) The following sales were made by or for the accounts named
in Item 5(b) on the open market and in private transactions (see Exhibit A)
during the past 60 days:
Date Account No of Shares Price/Share
3/25/98 Harris Foundation 22,500 $3.00
4/21/98 Harris Foundation 5,810 $18.40
4/21/98 Couderay Ptnrs 14,980 $18.40
4/21/98 WH&CoPST 13,400 $18.40
4/22/98 Harris Foundation 4,645 $19.9375
4/22/98 Couderay Ptnrs 14,980 $19.9375
4/22/98 WH&CoPST 13,400 $19.9375
4/24/98 Harris Foundation 53,383 $3.00
4/24/98 Couderay Ptnrs 10,076 $3.00
4/24/98 WH&CoPST 76,465 $3.00
Certain shares previously reported by Mr. Kahn on Schedule 13D were
subject to private sales under a purchase contract (see Exhibit A). The sale
of 149,999 shares scheduled for sale on or before September 30, 1998 were
withdrawn from private sale by Mr. Kahn under the terms of the agreement.
(d) To the knowledge of the Reporting Person, no person other
than the persons named in Item 5(b), and beneficiaries of certain of the
persons (none of which is a beneficial owner of five percent of the
outstanding shares), has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares
attributed to such person or entity.
(e) As of April 24, 1998 Mr. Kahn ceased to be the beneficial
owner of more than five percent of the Company's Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Apart from the assignment of power over voting to Mr. Mark B.
Burka, a director of the Company (see attached Exhibit A), and power of
disposition of shares indicated in Item 5(b) among the accounts listed in
Item 5(b) and information in Item 4, Mr. Kahn and the accounts listed in
Item 5(b) have no contracts, arrangements, understandings or relationships
(legal or otherwise) with any person with respect to any securities of the
issuer, including but not limited to transfer or voting of any of the
securities, finders fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profit or loss.
Item 7. Material to be Filed as Exhibits
Exhibit A (Item 6): Stock purchase and voting proxy between
William Harris Investors, Inc. and Mr. Mark B. Burka, a director of the
Company.
<PAGE>
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: April 28, 1998
/s/ Jerome Kahn, Jr.
Jerome Kahn, Jr.
Mark B. Burka
618 Washington Avenue
Wilmette, Illinois 60091-1970
February 6, 1998
I, Mark B. Burka, hereby agree to purchase all of the common
shares of Market Guide Inc. (MGI) owned by advisory clients of
William Harris Investors, Inc. (WHI) at a price of $3.00 per share
in cash as follows, and clients of WHI agree to sell shares
enumerated in A, B, and C below:
A. 150,000 shares at signing
B. 45,000 shares on or before March 31, 1998
C. 150,000 shares on or before June 30, 1998
D. 149,999 shares on or before September 30, 1998
(Balance or any part thereof, at option of Seller)
WHI as duly appointed and empowered investment advisor, hereby
agrees to the above terms of sale of Market Guide Inc. common
stock to Mark B. Burka. WHI further agrees to grant all voting
rights of WHI client shares to Mark B. Burka upon satisfactory
execution of A above, so long as there is no default under this
agreement.
WHI agrees to sell fully registered shares of Market Guide Inc.
common stock to Mark B. Burka, and to use its best efforts to
cause any unregistered shares to be registered prior to sale. WHI
agrees to deliver fully registered shares before any unregistered
shares may be delivered.
Should any bona fide offer for all of the stock or assets of Market
Guide Inc. be made prior to March 31, 1998, WHI has the right to
cancel the provisions of B and C above.
February 6, 1998 /s/ Mark B. Burka
Date Mark B. Burka
February 6, 1998 /s/ Jerome Kahn, Jr.
Date William Harris Investors, Inc.
Jerome Kahn, Jr.
