Mark B. Burka
618 Washington Avenue
Wilmette, Illinois 60091-1970
(847) 251-0782
April 27, 1998
Via Fax and U.S. Mail
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street
Washington, D. C. 20549
Re: Schedule 13D Filing
Ladies & Gentlemen:
Pursuant to Rule 13(d)(1) under the Securities Exchange Act of 1934, I am
enclosing for filing on behalf of Mark B. Burka, one manually signed copy of
Schedule 13D with respect to the Common Stock, par value $0.001 of Market Guide
Inc. Copies of this Schedule 13D report have been provided to the National
Association of Securities Dealers, Inc. and to Market Guide Inc.
Very truly yours,
/s/ MARK B. BURKA
Mark B. Burka
<PAGE>
SCHEDULE 13D
CUSIP No. 570565-20-0
1. NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Mark B. Burka
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
ITEMS 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES AND SHARES UNDER OPTION BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH (7-10)
7. SOLE VOTING POWER
796,000 including an option exercisable into 10,000 shares
of common stock
8. SHARED VOTING POWER
zero (0)
9. SOLE DISPOSITIVE POWER
796,000 including an option exercisable into 10,000 shares
of common stock
10. SHARED DISPOSITIVE POWER
zero (0)
<PAGE>
11. AGGREGRATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
796,000 including an option exercisable into 10,000 shares
of common stock
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.73%
14. TYPE OF REPORTING PERSON
Individual
<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 Mark B. Burka in
connection with the cumulative acquisition and option to acquire by the
Reporting Person, as defined below, of 796,000 shares of Common Stock.
Such individual is sometimes referred to as the "Reporting Person".
Mark B. Burka, 618 Washington Avenue, Wilmette, Illinois 60091-1970,
Executive Director of Aon Advisors, Inc., and a Vice President-Investments of
Combined Insurance Company of America. Mr. Burka currently serves as
Manager of Pension and Deferred Benefit Investments. He is a Chartered
Financial Analyst. Mr. Burka is a Director of Market Guide, Inc.
(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 making the purchases reported in this statement are
the personal funds of the Reporting Person and the working capital of the
respective other persons and entities named in Item 5(b).
Item 4. Purpose of Transaction
The shares reported in this statement are held as investments. In the
future, additional shares may be purchased, and shares may be disposed of, by
the Reporting Person and the other persons and entities named in Item 5(b).
The Reporting Person, and to the best of his knowledge, the other
persons and entities named in Item 5(b), have no plans or proposals concerning
the issuer which would relate to or result in a merger, reorganization,
liquidation, or a sale or transfer of material amounts of assets of the issuer
or any of its subsidiaries; changes in the capitalization or dividend policy of
the issuer; changes in its business or corporate structure; changes in its
articles of incorporation, by-laws or other similar instruments; ceasing to be
authorized to be quoted in the over-the-counter market; being eligible for
termination of the common stock registration pursuant to section 12(g)(4) of the
Securities Exchange Act; or other similar actions. However, the Reporting Person
reserves the right to adopt such plans or proposals in the future.
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 796,000 shares of Common Stock or 16.73% of the outstanding
shares. Also see Item 5(b).
(b) Common Stock
(i) Mark B. Burka
(a) Common stock over which Mr. Burka
has sole power to vote or dispose 786,000
(b) Options exercisable into common stock
over which Mr. Burka has sole power 10,000
(c) Securities over which Mr. Burka has voting proxy
(see Exhibit A); owned by clients of William Harris
Investors, Inc. (AWHI@) 0
Total securities in Item 5(b)(i)
(16.73% of outstanding Common Stock) 796,000
Unless otherwise indicated, all shares are owned and the sole voting
and investment power is held by the Reporting Person.
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 purchases 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
- ---- ------- ------------ -----------
03/31/98 Mark B. Burka 45,000 $3.00
04/24/98 Mark B. Burka 150,000 $3.00
These purchases are pursuant to a purchase agreement executed February 6, 1998
and previously reported on Schedule 13-D dated February 11, 1998.
(d) To the knowledge of the Reporting Person, no person other than the
persons named in Item 5(b), 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, except as evidenced by the purchase
agreement between the Reporting Person and William Harris Investors, Inc.
attached hereto as Exhibit A. The final purchase of common shares scheduled for
September 30, 1998 as shown in Exhibit A was cancelled at the option of the
seller on April 20, 1998.
(e) None.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Apart from the assignment of power over voting and stock purchase
agreement with William Harris Investors, Inc. (see attached Exhibit A), and
beneficial ownership indicated in Item 5(b) and information in Item 4, Mr. Burka
has no contract, arrangement, understanding or relationship (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.
<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 30, 1998
/s/ MARK B. BURKA
Mark B. Burka
<PAGE>
EXHIBIT A
Mr. 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 B
and C above.
Date: February 6, 1998 /S/ Mark B. Burka
Date: February 6, 1998 William Harris Investors, Inc.
/S/ Jerome Kahn, Jr., President
