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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. 5)*
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) 885-5000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications)
September 3, 1996
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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 4 Pages
<PAGE>
SCHEDULE 13D
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CUSIP NO. 458153103000 Page 2 of 4 Pages
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1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
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NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 2,786,738 (including 1,872,096 shares issuable upon
BENEFICIALLY | | conversion of a convertible note, convertible
OWNED BY | | preferred stock, exercise of a warrant and
EACH | | exercise of an option of the Issuer)
REPORTING | 8 | SHARED VOTING POWER
PERSON WITH | | 5,000
| 9 | SOLE DISPOSITIVE POWER
| | 2,786,738 (including 1,872,096 shares issuable
| | upon conversion of a convertible note,
| | convertible preferred stock, exercise of a warrant
| | and exercise of an option of the Issuer)
| 10 | SHARED DISPOSITIVE POWER
| | 5,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,791,738 (including 1,872,096 shares issuable upon
conversion of a convertible note, convertible preferred
stock, exercise of a warrant and exercise of an option of
the Issuer)
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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)
19.8%
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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 4 Pages
<PAGE>
This Amendment No. 5 amends the Schedule 13D dated November 9, 1995 of
Norman J. Wechsler (the "Reporting Person"), as heretofore amended by Amendment
No. 1 thereto dated December 19, 1995, Amendment No. 2 dated January 25, 1996,
Amendment No. 3 dated April 19, 1996, and Amendment No. 4 dated August 7, 1996,
with respect to the Common Stock, par value $.001 per share ("Common Stock"),
issued by Intellicorp, Inc. (the "Issuer"). Except as modified hereby, there has
been no change in the information previously reported in Amendment No. 4 to the
Schedule 13D dated August 7, 1996 of the Reporting Person.
Item 3. Source and Amount of Funds or Other Consideration.
On September 3, 1996, the Reporting Person was granted an option to
purchase 15,000 shares of Common Stock of the Issuer (the "Option") The
Reporting Person beneficially owns (i) 573,342 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"); (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; and (v) 2,124,396 shares of Common Stock owned by the Reporting Person,
which amount includes 15,000 shares of Common Stock issuable upon exercise of
the Option; 629,032 shares of Common Stock issuable upon conversion of the
Issuer's 10% Senior Convertible Note, 758,064 shares of Common Stock issuable
upon conversion of the Issuer's Series A Convertible Preferred Stock and 470,000
shares of Common Stock issuable upon exercise of a warrant of the Issuer. The
Reporting Person expressly disclaims beneficial ownership of the 60,000 shares
of Common Stock owned by the Reporting Person's spouse and the 5,000 shares of
Common Stock owned by the Wechsler Trust.
Item 5. Interest in Securities of the Issuer.
(a)-(b) According to the Company's Quarterly Report on Form 10-QSB
there were outstanding 12,251,299 shares of Common Stock on April 16, 1996. The
Reporting Person beneficially owns 2,791,738 shares of Common Stock, which
amount includes 1,872,096 shares of Common Stock issuable upon conversion of the
Note, the Preferred Stock, exercise of the Warrant and exercise of the Option,
comprising 19.8% of the issued and outstanding shares of Common Stock. The
Reporting Person has the sole power to vote and dispose of all such shares,
except for the 5,000 shares beneficially owned by the Wechsler Trust as to which
the Reporting Person has shared voting and dispositive power.
Page 3 of 4 Pages
<PAGE>
(c) The Reporting Person has not effected any transactions in the
shares of Common Stock in the past sixty days, or since Amendment No. 4 dated
August 7, 1996, other than as indicated above.
(d) 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.
(e) It is inapplicable for the purposes herein to state the date on
which the Reporting Person ceased to be the owner of more than 5% of the Common
Stock.
The 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.
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: September 20, 1996
/s/ Norman J. Wechsler
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Norman J. Wechsler
Page 4 of 4 Pages
