SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d(-2(a)
(Amendment No. 9)(1)
INTELLICORP, INC.
(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
(Title of Class of Securities)
45815310300
(CUSIP Number)
Benjamin Raphan
Tenzer Greenblatt LLP
405 Lexington Avenue
New York, New York 10174
(212) 885-5000
(Name, Address and Telephone Number of Person Authorized to receive Notice
and Communications)
March 31, 1999
(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 |_|.
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.
(Continued on following pages)
(Page 1 of 5 Pages)
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(1) 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>
SCHEDULE 13D
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CUSIP NO. 458153103000 Page 2 of 5 Pages
- ---------------------- -----------------
- --------------------------------------------------------------------------------
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) |X|
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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 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
3,786,752 (including 1,882,096 shares issuable upon
conversion of a convertible note, convertible preferred
NUMBER OF stock, exercise of a warrant and exercise of a stock
SHARES option of the Issuer)
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 5,000
PERSON -------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
3,786,752 (including 1,882,096 shares issuable upon
conversion of a convertible note, convertible preferred
stock, exercise of a warrant and exercise of a stock
option of the Issuer)
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,791,752 (including 1,882,096 shares issuable upon conversion of a
convertible note, convertible preferred stock, exercise of a warrant and
exercise of a stock option of the Issuer)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.8%
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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>
This Amendment No. 9 amends the Schedule 13D dated November 9, 1995 of
Norman J. Wechsler, 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, Amendment No. 4 dated August 7, 1996, Amendment No. 5 dated
September 20, 1996, Amendment No. 6 dated January 10, 1997, Amendment No. 7
dated January 9, 1998 and Amendment 8 dated August 21,, 1998, 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. 8 to the Schedule
13D dated January 9, 1998 of the Norman J. Wechsler. Wechsler & Co., Inc.,
together with Norman J. Wechsler, shall hereinafter be the "Reporting Persons."
Item 3. Source and Amount of Funds or Other Consideration.
The source and amount of the funds used by the Reporting Persons to purchase the
securities reported in Item 5(c) are as follows:
Number of Shares Amount of Funds Source of Funds
---------------- --------------- ---------------
433,767 $620,520.06 Working Capital
Item 5. Interest in Securities of the Issuer.
(a)-(b) According to information supplied by the Company, there were
16,386,169 shares of Common Stock outstanding on June 30, 1999.
NORMAN J. WECHSLER
Norman J. Wechsler beneficially owns 3,786,752 shares of Common Stock
(20.8% of the issued and outstanding shares of Common Stock), which amount
includes (i) 1,032,309 shares of Common Stock beneficially owned by Wechsler &
Co., Inc.; (ii) 60,000 shares of Common Stock beneficially owned by Sharon C.
Wechsler, Mr. Wechsler's spouse; (iii) 5,000 shares of Common Stock beneficially
owned by a trust for the benefit of David Wechsler, the minor son of Mr.
Wechsler, of which Mr. Wechsler and his spouse are the trustees (the "Wechsler
Trust"); (iv) 26,101 shares of Common Stock beneficially owned by Waco Partners,
a New York general partnership ("Waco"), of which Mr. Wechsler is the managing
general partner; and (v) 2,668,342 shares of Common Stock owned by Mr. Wechsler,
which amount includes 25,000 shares of Common Stock issuable upon exercise of
options; 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 Preferred Stock and 470,000 shares of Common
Stock issuable upon exercise of a warrant of the Issuer. Mr. Wechsler expressly
disclaims beneficial ownership of the 60,000 shares of Common Stock owned by Mr.
Wechsler's spouse and the 5,000 shares of Common Stock owned by the Wechsler
Trust.
Page 3 of 5 Pages
<PAGE>
Mr. Wechsler 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
Mr. Wechsler has shared voting and dispositive power.
(c) During the past 60 days Wechsler & Co., Inc. has effected the following
transactions in the shares of Common Stock in open market transactions on
NASDAQ:
COMMON STOCK
------------
No. of Price
Transaction Shares Per
Date PURCHASED Share
- -------------- ------------- -----
March 30, 1999 166,667 $1.50
May 4, 1999 12,000 $0.8125
May 5, 1999 35,100 $0.8125
June 29, 1999 220,000 $1.50
Other than as set forth above in this Item 5(c), the Reporting Persons have
not effected any transactions in the Common Stock during the past 60 days.
(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.
Page 4 of 5 Pages
<PAGE>
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: July 22, 1999
/s/ Norman J. Wechsler
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Norman J. Wechsler
Page 5 of 5 Pages
