SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No 1)
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)
February 6, 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
Irving B. Harris, acting as chairman of the Harris Foundation and as
president of sponsoring employer of the William Harris & Co
Employee Profit Sharing Trust ("WHCoPST")
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
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
196,666
11 Aggregate Amount Beneficially Owned by Each Reporting Person
196,666
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
[ ]
13 Percent of Class Represented by Amount in Row (11)
4.17%
14 Type of Reporting Person
IN<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) [ X ]
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
294,999
11 Aggregate Amount Beneficially Owned by Each Reporting Person
294,999
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
[ ]
13 Percent of Class Represented by Amount in Row (11)
6.25%
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 Irving B. Harris and
Jerome Kahn, Jr. in their capacities listed on pages 1 and 2 of this
Schedule 13D filing in connection with the beneficial ownership by the
Reporting Persons, as defined below, of 196,666 and 294,999 shares,
respectively of Common Stock. Such individuals are sometimes
referred to as the "Reporting Person(s)".
Irving B. Harris' business address is 2 North LaSalle Street,
Suite 400, Chicago, Illinois 60602 and his principal occupation is
Chairman of the Executive Committee and Director of Pittway
Corporation, 200 South Wacker Drive, Suite 700, Chicago, Illinois
60606, a multi-product manufacturer and publisher, Chairman 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, and Chairman of the Harris
Foundation, a 501(c)(3) Minnesota non-profit corporation, the purpose
of which is to promote health-care research and education and which is
located at 2 North LaSalle Street, Suite 400, Chicago, Illinois 60602.
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. (as above).
The Reporting Persons may be deemed to be a "group" within
the meaning of Rule 13d-5 promulgated under the Securities Exchange
Act of 1934.
(d): During the last five years, none of the Reporting Persons
has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e): During the last five years, none of the Reporting Persons
has 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 Persons are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration
The transaction which is the subject of this amendment 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 Persons may be considered to have
beneficial ownership within the meaning of section 13(d) of the
Securities Exchange Act, each in an aggregate of 196,666 shares of
Common Stock or 4.17% for Mr. Harris in the capacity shown in Item 1
of the facing page and 294,999 shares of Common Stock or 6.25% for
Mr. Kahn in the capacity shown in Item 1 of the facing page of the
outstanding shares. Also see Item 5(b).
(b)
Beneficially Owned By
Reporting Person
See Item 2
Common
Investor (1) Stock Mr. Harris Mr. Kahn
Couderay Partners 98,333 - - - 98,333 xd
(see below)
Harris Foundation 50,000 50,000 xd 50,000 xd
(see Item 2 and see below)
WHI Client Account 50,000 - - - - - -
(see below)
WH&Co PST 146,666 146,666 xd 146,666 xd
(see below)
Total Common Stock Beneficially Owned: 196,666 294,999
Total 13D Shares Outstanding: 4,718,171 4,718,171
Total Beneficially Owned: 4.17% 6.25%
Dispositive Power:
Sole # (sd) None None
Sole % None None
Shared# (xd) 196,666 294,999
Shared% 4.17% 6.25%
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 grandchildren
and great-grandchildren of and numerous trusts for the benefit of
grandchildren and great-grandchildren of Irving B. Harris. Mr. Kahn is
the managing agent.
Harris Foundation; Mr. Harris is the chairman and Mr. Kahn is
the executive assistant (administrative officer).
WHI Client Account; an account beneficially owned by an
advisory client of William Harris Investors, Inc.. Neither Mr. Harris nor
Mr. Kahn have any beneficial ownership over this account.
William Harris & Co. Employee Profit Sharing Trust
("WH&Co PST") is a retirement plan in which Mr. Harris has an
approximate 55.45% beneficial interest. William Harris & Co., the
plan sponsor, is a holding company of which Mr. Harris is the sole
shareholder, the president and a director. Mr. Kahn is a trustee.
Each of the persons named above is a citizen or entity of the
United States.
Unless otherwise noted, the address of each of the foregoing
persons is c/o William Harris Investors, Inc., 2 North LaSalle Street,
Suite 400, Chicago, IL, 60602.
Each Reporting Person disclaims beneficial ownership of
shares of Common Stock owned solely by other Reporting Persons and
disclaims participation in a group with such other persons for all
purposes other than the reporting obligations under Section 13 of the
Securities Exchange Act of 1934.
(c) The following sales were made by or for the accounts
named in Item 5(b) in a private transaction (see Exhibit A) during the
past 60 days:
Date Account No of Shares Price/Share
2/6/98 Couderay Partners 50,000 $3.00
2/6/98 Harris Foundation 7,500 $3.00
2/6/98 WHI Client Account 7,500 $3.00
2/6/98 WH&Co PST 85,000 $3.00
(d) To the knowledge of the Reporting Persons, 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 February 6, 1998 Mr. Harris 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. Harris and 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: February 17, 1998
/s/ Irving B. Harris
Irving B. Harris<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: February 17, 1998
/s/ Jerome Kahn, Jr.
Jerome Kahn, Jr.
EXHIBIT A (ITEM 6)
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 WilliamHarris Investors, Inc.
Jerome Kahn, Jr.
