SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
FECHTOR, DETWILER, MITCHELL & CO.
_____________________________________________________________________________
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
_____________________________________________________________________________
(Title of Class of Securities)
313066 10 2
_____________________________________________________________________________
(CUSIP Number)
ROBERT JEFFORDS
FECHTOR, DETWILER, MITCHELL & CO.
9710 SCRANTON RD. STE. 100
SAN DIEGO, CA 92121
(858) 450-0055
_____________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
MAY 29, 2000
_____________________________________________________________________________
(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 that is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(e), 13d-1(f) or 13(d)-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 13d-7(b) 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 the disclosures provided
in a prior cover page.
The information required on the remainder of the cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 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).
(Continued on following pages)
(Page 1 of 4 Pages)
<PAGE>
SCHEDULE 13D Richard Fechtor
CUSIP NO. 313066 10 2 Page 2 of 4 Pages
_____________________________________________________________________________
1 NAME OF REPORTING PERSON: Richard Fechtor
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: ###-##-####
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP: (a) [ ]
(b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 SOURCE OF FUNDS PF
_____________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [__]
_____________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION: U.S.
_____________________________________________________________________________
NUMBER OF 7 SOLE VOTING POWER: 1,212,000
SHARES ________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER:
OWNED BY ________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER: 1,012,000
REPORTING ________________________________________________________________
PERSON WITH 10 SHARED DISPOSITIVE POWER:
_____________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON: 1,212,000
_____________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES: [ ]
_____________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11): 10.62%
_____________________________________________________________________________
14 TYPE OF REPORTING PERSON: OW
_____________________________________________________________________________
<PAGE>
Page 3 of 4 Pages
This Statement on Schedule 13D (this "Statement") is filed with
the Securities and Exchange Commission pursuant to Rule 13d-1
under the Securities Exchange Act of 1934 (the "Act").
Item 1. Security and Issuer.
This Statement relates to the common stock, par value $.01
per share ("Common Stock"), of Fechtor, Detwiler, Mitchell
& Co. ("FDM"). FDM is a Delaware corporation with its
principal executive offices located at 225 Franklin
Street, Boston, Massachusetts 02110.
Item 2. Identity and Background.
(a) This Statement is being filed by Richard Fechtor.
(b) The address of the principal business of the Reporting
Person is 225 Franklin Street, Boston, Massachusetts
02110.
(c) The Reporting Person is the former Chief Executive Officer of
Fechtor, Detwiler & Co., Inc., which is principally
engaged in the securities business.
(d) During the last five years, the Reporting Person has
not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or has not
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction that
resulted in or caused the Reporting Person to be
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 violation with respect to such
laws.
(e) During the last five years, the Reporting Person has
not been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction in
which the result of such proceeding caused the
Reporting Person to be 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
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person sold 1,400,000 shares of the Common Stock
covered by this Statement on May 29, 2000, in a private transaction
with the Issuer upon his retirement from
the Issuer as Chief Executive Officer and a Director.
The Reporting Person received the Common Stock covered by
this Statement on August 30, 1999 in exchange for Common
Stock of Fechtor, Detwiler & Co., Inc. in a merger
transaction (the "Merger"). The shares of Common Stock of
Fechtor, Detwiler & Co., Inc. tendered in the Merger were
acquired with personal funds.
<PAGE>
Page 4 of 4 Pages
Item 4. Purpose of the Transaction.
The Reporting Person retired from Fechtor, Detwiler, Mitchell
& Co. as Chief Executive Officer and Director.
Item 5. Interest in Securities of the Issuer.
The information set forth in Item 3 is incorporated herein
by reference.
Pursuant to a Share Reimbursement Agreement with Fechtor,
Detwiler & Co., Inc., ("Share Reimbursement Agreement")
the Reporting Person has agreed to provide FDM, for no
consideration, up to 200,000 shares of common stock upon
exercise of certain stock options issued to employees of
Fechtor, Detwiler & Co., Inc. prior to the Merger, and was
filed as an exhibit to the original Form 13-D filing dated
September 9, 1999 and is incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
The information set forth in Item 5 is incorporated herein
by reference.
Pursuant to the Share Reimbursement Agreement, the
Reporting Person has agreed to provide to FDM, for no
consideration, up to 200,000 shares of Common Stock upon
the exercise of certain stock options issued to employees
of Fechtor, Detwiler & Co., Inc. prior to the Merger.
Item 7. Material to be Filed as Exhibits.
None.
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.
June 9, 2000
/s/ Richard Fechtor
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