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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
INTELLICORP, INC.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
458153103000
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(CUSIP Number)
Benjamin Raphan
Tenzer Greenblatt LLP
405 Lexington Avenue, New York, New York 10174
(212) 573-4300
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(Name, Address and Telephone Number of Person Authorized
to Receive Notice and Communications)
December 12, 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 the 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).
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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).
Page 1 of 6 Pages
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SCHEDULE 13D
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CUSIP NO. 458153103000 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Norman J. Wechsler
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF, WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 762,442
SHARES
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 5,000
PERSON ------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
762,442
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10 SHARED DISPOSITIVE POWER
5,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
767,442
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 6 Pages
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Item 1. Security and Issuer.
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This statement relates to the Common Stock, par value $.001 per share
("Common Stock"), issued by Intellicorp, Inc. (the "Issuer"), whose principal
executive offices are located at 1975 El Camino Real West, Mountain View,
California 94040-2216.
Item 2. Identity and Background.
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This statement is filed by Norman J. Wechsler (the "Reporting Person"),
Chairman of the Board, President and a principal shareholder of Wechsler & Co.,
Inc., a broker/dealer registered under Section 15 of the Securities Exchange Act
of 1934. The address of the Reporting Person is Suite 310, 105 South Bedford
Road, Mount Kisco, New York 10549. The Reporting Person is a United States
citizen.
The Reporting Person has not, during the last five years, (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 violations with respect to such laws.
Item 3. Source and Amount of Funds or other Consideration.
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Exclusive of (i) 531,442 shares of Common Stock beneficially owned by
Wechsler & Co., Inc.; (ii) 60,000 shares of Common Stock beneficially owned by
Sharon C. Wechsler, the Reporting Person's spouse; (iii) 5,000 shares of Common
Stock beneficially owned by a trust for the benefit of David Wechsler, the minor
son of the Reporting Person, of which the Reporting Person and his spouse are
the trustees (the "Wechsler Trust"); and (iv) 29,000 shares of Common Stock
beneficially owned by Waco Partners, a New York general partnership ("Waco"), of
which the Reporting Person is the managing general partner; the Reporting Person
is deemed to beneficially own 142,000 shares of Common Stock. The Reporting
Person purchased 142,000 shares of Common Stock at a price of $286,243.75, using
personal funds. Wechsler & Co., Inc. purchased the 531,442 shares of Common
Stock beneficially owned by it in open market transactions at a price of
$929,084.56, using working capital funds. The Wechsler Trust acquired the 5,000
shares beneficially owned by it in an open market transaction at a price of
$10,000, using trust funds. Sharon C. Wechsler acquired the 60,000 shares
beneficially owned by her in an open market transaction at a price of $98,125,
using her personal funds. Waco acquired the 29,000 shares beneficially owned by
it in an open market transaction at a price of $45,312.50, using working capital
funds.
Page 3 of 6 Pages
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Item 4. Purpose of Transaction.
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The purpose of the acquisitions of shares of Common Stock by the
Reporting Person, directly, and the shares attributed to the Reporting Person
and held by Wechsler & Co., Inc., the Wechsler Trust, Sharon C. Wechsler and
Waco are for investment. Of the 531,442 shares held by Wechsler & Co., Inc.,
139,442 shares were acquired by such firm in the ordinary course of its business
as inventory for its securities trading activities and as a market maker in the
Issuer's securities and 392,000 of such shares were acquired by such firm for
investment. The Reporting Person, Wechsler & Co., Inc., the Wechsler Trust,
Sharon C. Wechsler and Waco may make purchases of Common Stock from time to time
and may dispose of any or all of the shares of Common Stock held by them at any
time. The Reporting Person has no plan or proposal which relates to, or could
result in any of the matters referred to in Paragraphs (b) through (j) of Item 4
of Schedule 13D. The Reporting Person may review or reconsider his position with
respect to the Issuer or formulate plans or proposals with respect to any such
matter, but has no present intention of doing so.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
The Reporting Person is deemed to beneficially own an aggregate of
767,442 shares of Common Stock (attributing all of the shares beneficially owned
by Wechsler & Co., Inc., the Wechsler Trust, Sharon C. Wechsler and Waco to the
Reporting Person), constituting approximately 6.3% of the shares of Common Stock
outstanding. The percentage used herein is calculated based upon the shares of
Common Stock stated by the Issuer to be outstanding at October 30, 1995. The
Reporting Person has the sole voting and dispositive power with respect to all
the shares of Common Stock to which this statement relates, except for the
shares beneficially owned by the Wechsler Trust, as to which the Reporting
Person has shared voting and dispositive power with the other trustee of such
Trust. The Reporting Person has not effected any transactions in shares of the
Common Stock in the past 60 days, other than as indicated above.
Filing of this Statement shall not be deemed an admission by the
Reporting Person that he owns the securities held by the Wechsler Trust or
Sharon C. Wechsler. The Reporting Person expressly disclaims beneficial
ownership of all securities held by the Wechsler Trust or Sharon C. Wechsler for
any purpose.
No person, other than the persons named above, has the right to receive
or the power to direct receipt of dividends from, or the proceeds of, the sale
of the shares of Common Stock.
Page 4 of 6 Pages
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Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
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There are no contracts, arrangements, understandings or relationships
with the Reporting Person or any other person with respect to the securities of
the Issuer, including, but not limited to, transfer or voting of any other
securities, finders' fees, joint ventures, loan or option arrangements, puts or
calls, guaranties of profits, divisions of profits or loss or the giving or
withholding of proxies.
Item 7. Materials to be filed as Exhibits.
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None.
Page 5 of 6 Pages
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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.
DATE: December 19, 1995
/s/ Norman J. Wechsler
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Norman J. Wechsler
Page 6 of 6 Pages
