UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
May 4, 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 9 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) 820,436
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power (see Item 5 below) 820,436
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 820,436
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 6.4%
14. Type of Reporting Person (See Instructions) OO
Page 2 of 9 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) 351,615
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power (see Item 5 below) 351,615
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 351,615
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 2.8%
14. Type of Reporting Person (See Instructions) OO
Page 3 of 9 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) 968,790
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power (see Item 5 below) 968,790
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 968,790
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 7.5%
14. Type of Reporting Person (See Instructions) IN
Page 4 of 9 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) 968,790
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power (see Item 5 below) 968,790
11. Aggregate Amount Beneficially Owned
by Each Reporting Person 968,790
12. Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 7.5%
14. Type of Reporting Person (See Instructions) OO
Page 5 of 9 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) 968,790
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power (see Item 5 below) 968,790
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 968,790
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 7.5%
14. Type of Reporting Person (See Instructions) IN
Page 6 of 9 Pages
<PAGE>
This Amendment No. 2 to Schedule 13D modifies and supplements the
Schedule 13D filed on October 27, 1997, as amended by Amendment No. 1 to
Schedule 13D filed on May 1, 1998 ("Amendment No. 1") 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. 2, 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.
Since the filing of Amendment No. 1, Imprimis Investors LLC ("Imprimis") sold an
aggregate of 619,640 shares of Common Stock at an average price of $2.19 per
share and Wexford Spectrum Investors LLC ("WSI") sold an aggregate of 265,560
shares of Common Stock at an average price of $2.19 per share. All of such sales
were effected in open market transactions.
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: 820,436
(of which 350,000 are attributable to the Warrants)
Percentage: 6.4%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote: 820,436
3. Sole power to dispose or to direct the disposition: -0-
4. Shares power to dispose or to direct the disposition: 820,436
(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: 351,615
(of which 150,000 are attributable to the Warrants)
Percentage: 2.8%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote: 351,615
3. Sole power to dispose or to direct the disposition: -0-
4. Shares power to dispose or to direct the disposition:351,615
(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.
Page 7 of 9 Pages
<PAGE>
3. Wexford Management
------------------
(a) Aggregate number of shares of Common Stock beneficially owned: 968,790
(of which 500,000 are attributable to the Warrants)
Percentage: 7.5%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote: 968,790
3. Sole power to dispose or to direct the disposition: -0-
4. Shares power to dispose or to direct the disposition: 968,790
(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: 968,790
(of which 500,000 are attributable to the Warrants)
Percentage: 7.5%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote: 968,790
3. Sole power to dispose or to direct the disposition: -0-
4. Shares power to dispose or to direct the disposition: 968,790
(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.
5. Charles E. Davidson
-------------------
(a) Aggregate number of shares of Common Stock beneficially owned: 968,790
(of which 500,000 are attributable to the Warrants)
Percentage: 7.5%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote: 968,790
3. Sole power to dispose or to direct the disposition: -0-
4. Shares power to dispose or to direct the disposition: 968,790
(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 8 of 9 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 7, 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 9 of 9 Pages
