UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
PC QUOTE, INC.
(Name of issuer)
Common Stock, $.001 Par Value Per Share
(Title of class of securities)
693236-10-1
(CUSIP number)
Arthur H. Amron
Wexford Management LLC
411 West Putnam Avenue
Greenwich, CT 06830
(203) 862-7012
- --------------------------------------------------------------------------------
(Name, address and telephone number of person authorized to receive notices and
communications)
January 26, 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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule ss. 240.13d-7
Page 1 of 10 Pages
<PAGE>
CUSIP No. 693236-10-1
1. Names of Reporting Persons. Imprimis Investors LLC
I.R.S. Identification Nos. of Above Persons (entities only)
(Intentionally Omitted)
2. Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Delaware
Number of Shares 7. Sole Voting Power 0
Beneficially
Owned by Each 8. Shared Voting Power (see Item 5 below) 1,440,076
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power (see Item 5 below) 1,440,076
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 1,440,076
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 11.3%
14. Type of Reporting Person (See Instructions) OO
Page 2 of 10 Pages
<PAGE>
CUSIP No. 693236-10-1
1. Names of Reporting Persons. Wexford Spectrum Investors LLC
I.R.S. Identification Nos. of Above Persons (entities only)
(Intentionally Omitted)
2. Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Delaware
Number of Shares 7. Sole Voting Power 0
Beneficially
Owned by Each 8. Shared Voting Power (see Item 5 below) 617,175
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power (see Item 5 below) 617,175
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 617,175
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 4.9%
14. Type of Reporting Person (See Instructions) OO
Page 3 of 10 Pages
<PAGE>
CUSIP No. 693236-10-1
1. Names of Reporting Persons. Charles E. Davidson
I.R.S. Identification Nos. of Above Persons (entities only)
2. Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization United States
Number of Shares 7. Sole Voting Power 0
Beneficially
Owned by Each 8. Shared Voting Power (see Item 5 below) 2,057,251
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power (see Item 5 below) 2,057,251
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 2,057,251
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 15.9%
14. Type of Reporting Person (See Instructions) IN
Page 4 of 10 Pages
<PAGE>
CUSIP No. 693236-10-1
1. Names of Reporting Persons. Wexford Management LLC
I.R.S. Identification Nos. of Above Persons (entities only)
(Intentionally Omitted)
2. Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Connecticut
Number of Shares 7. Sole Voting Power 0
Beneficially
Owned by Each 8. Shared Voting Power (see Item 5 below) 2,057,251
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power (see Item 5 below) 2,057,251
11. Aggregate Amount Beneficially Owned
by Each Reporting Person 2,057,251
12. Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 15.9%
14. Type of Reporting Person (See Instructions) OO
Page 5 of 10 Pages
<PAGE>
CUSIP No. 693236-10-1
1. Names of Reporting Persons. Joseph M. Jacobs
I.R.S. Identification Nos. of Above Persons (entities only)
2. Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization United States
Number of Shares 7. Sole Voting Power 0
Beneficially
Owned by Each 8. Shared Voting Power (see Item 5 below) 2,057,251
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power (see Item 5 below) 2,057,251
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 2,057,251
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 15.9%
14. Type of Reporting Person (See Instructions) IN
Page 6 of 10 Pages
<PAGE>
This Amendment No. 1 to Schedule 13D modifies and supplements the
Schedule 13D filed on October 27, 1997 with respect to the common stock, $0.001
par value per share (the "Common Stock"), of PC QUOTE, INC., a Delaware
corporation (the "Company"). Except to the extent supplemented by the
information contained in this Amendment No. 1, such Schedule 13D, as amended as
provided above, remains in full force and effect. Capitalized terms used herein
without definition have the respective meanings ascribed to them in such
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
1. Pursuant to the terms of the Stock and Warrant Purchase
Agreement between the Company, Imprimis Investors LLC
("Imprimis") and Wexford Spectrum Investors LLC ("WSI" and
together with Imprimis, the "Wexford Affiliates"), 2,988,949
shares of the Common Stock owned of record by the Wexford
Affiliates were repurchased by the Company on January 26, 1998
at a purchase price of $1.00 per share.
2. From April 24, 1998 through April 30, 1998, the Wexford
Affiliates sold an aggregate of 453,800 shares of common stock
in open market transactions as follows:
Name of Entity No. of Shares Date Price Per Share
-------------- ------------- ---- ---------------
Imprimis 56,210 4/24/98 $2.4373
WSI 24,090 4/24/98 2.4373
Imprimis 30,590 4/27/98 2.2012
WSI 13,110 4/27/98 2.2012
Imprimis 63,280 4/28/98 2.2708
WSI 27,120 4/28/98 2.2708
Imprimis 78,260 4/29/98 2.1736
WSI 33,540 4/29/98 2.1736
Imprimis 89,320 4/30/98 2.1185
WSI 38,280 4/30/98 2.1185
As a result of the foregoing, the Reporting Persons may be
deemed to beneficially own the respective percentages and
numbers of outstanding shares of Common Stock set forth below
(on the basis of 12,936,800 shares of Common Stock issued and
outstanding, of which 500,000 are issuable pursuant to the
Warrants beneficially owned by the Reporting Persons):
1. Imprimis
(a) Aggregate number of shares of Common Stock
beneficially owned: 1,440,076 (of which 350,000 are
attributable to the Warrants)
Percentage: 11.3%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote: 1,440,076
3. Sole power to dispose or to direct
the disposition: -0-
4. Shares power to dispose or to direct
the disposition: 1,440,076
Page 7 of 10 Pages
<PAGE>
(c) Other than as reported above, there were no
transactions by Imprimis during the past 60
days.
(d) Not applicable.
(e) Not applicable.
2. Wexford Spectrum
(a) Aggregate number of shares of Common Stock
beneficially owned: 617,175 (of which 150,000 are
attributable to the Warrants)
Percentage: 4.9%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote: 617,175
3. Sole power to dispose or to direct the disposition: -0-
4. Shares power to dispose or to direct
the disposition: 617,175
(c) Other than as reported in above, there were
no transactions by Wexford Spectrum during
the past 60 days.
(d) Not applicable.
(e) Not applicable.
3. Wexford Management
(a) Aggregate number of shares of Common Stock
beneficially owned: 2,057,251 (of which 500,000 are
attributable to the Warrants)
Percentage: 15.9%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote: 2,057,251
3. Sole power to dispose or to direct the disposition: -0-
4. Shares power to dispose or to direct
the disposition: 2,057,251
(c) Other than as reported in above, there were
no transactions by Wexford Management during
the past 60 days.
(d) Not applicable.
(e) Not applicable.
4. Joseph M. Jacobs
(a) Aggregate number of shares of Common Stock
beneficially owned: 2,057,251 (of which 500,000 are
attributable to the Warrants)
Percentage: 15.9%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote: 2,057,251
3. Sole power to dispose or to direct
the disposition: -0-
4. Shares power to dispose or to direct
the disposition: 2,057,251
(c) Other than as reported in above, there were
no transactions by Mr. Jacobs during the
past 60 days.
(d) Not applicable.
(e) Not applicable.
Page 8 of 10 Pages
<PAGE>
5. Charles E. Davidson
(a) Aggregate number of shares of Common Stock
beneficially owned: 2,057,251 (of which 500,000 are
attributable to the Warrants)
Percentage: 15.9%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote: 2,057,251
3. Sole power to dispose or to direct the disposition: -0-
4. Shares power to dispose or to direct
the disposition: 2,057,251
(c) Other than as reported in above, there were
no transactions by Mr. Davidson during the
past 60 days.
(d) Not applicable.
(e) Not applicable.
Wexford Management may, by reason of its status as manager of
Imprimis and Wexford Spectrum, be deemed to own beneficially
the Common Stock of which Imprimis and Wexford Spectrum
possess beneficial ownership.
Each of Charles E. Davidson and Joseph M. Jacobs may, by
reason of his status as a controlling person of Wexford
Management, be deemed to own beneficially the Common Stock of
which Imprimis and Wexford Spectrum possess beneficial
ownership.
Each of Charles E. Davidson, Joseph M. Jacobs and Wexford
Management shares the power to vote and to dispose of the
shares of Common Stock Imprimis and Wexford Spectrum
beneficially own.
* * * * *
Page 9 of 10 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: May 1, 1998
IMPRIMIS INVESTORS LLC
By: /s/Arthur H. Amron
------------------
Name: Arthur H. Amron
Title: Vice President
WEXFORD SPECTRUM INVESTORS LLC
By: /s/Arthur H. Amron
------------------
Name: Arthur H. Amron
Title: Vice President
WEXFORD MANAGEMENT LLC
By: /s/Arthur H. Amron
------------------
Name: Arthur H. Amron
Title: Senior Vice President
/s/ Charles E. Davidson
- -----------------------
Charles E. Davidson
/s/Joseph M. Jacobs
- -------------------
Joseph M. Jacobs
Page 10 of 10 Pages
