SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Total Research Corporation
--------------------------
(Name of Issuer)
Common Stock, $.001 par value
-----------------------------
(Title of Class of Securities)
89151110
--------------
(CUSIP Number)
Howard A. Sobel, Esq.
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, New York 10022
(212) 715-9100
---------------------------
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
N/A
---------------------------
(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: |_|
Page 1 of 10 pages
<PAGE>
SCHEDULE 13D
CUSIP No. 89151110 Page 2 of 10 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David Brodsky
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
628,961* (See Item 5)
NUMBER
-------------------------------------------------
OF 8) SHARED VOTING POWER
SHARES See Item 5
BENEFICIALLY
-------------------------------------------------
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 628,961* (See Item 5)
REPORTING
-------------------------------------------------
PERSON 10) SHARED DISPOSITIVE POWER
WITH See Item 5
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
628,961*
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%*
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
* Includes 120,000 shares of Common Stock issuable upon exercise of the
Stock Options and the Director Stock Options (each as hereinafter
defined) issued to the Reporting Person. See Item 5. The percentage
listed on Row 13 above assumes the full exercise of the Stock Options
and the Director Stock Options issued to the Reporting Person.
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<PAGE>
SCHEDULE 13D
CUSIP No.89151110 Page 3 of 10 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George L. Lindemann
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
283,050* (See Item 5)
NUMBER
-------------------------------------------------
OF 8) SHARED VOTING POWER
SHARES See Item 5
BENEFICIALLY
-------------------------------------------------
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 283,050* (See Item 5)
REPORTING
-------------------------------------------------
PERSON 10) SHARED DISPOSITIVE POWER
WITH See Item 5
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
283,050*
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%*
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
* Includes 90,000 shares of Common Stock issuable upon exercise of the
Stock Options and the Director Stock Options (each as hereinafter
defined) issued to the Reporting Person. See Item 5. The percentage
listed on Row 13 above assumes the full exercise of the Stock Options
and the Director Stock Options issued to the Reporting Person.
3
<PAGE>
SCHEDULE 13D
CUSIP No. 89151110 Page 4 of 10 Pages
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1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Howard L. Shecter
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
303,050* (See Item 5)
NUMBER
-------------------------------------------------
OF 8) SHARED VOTING POWER
SHARES See Item 5
BENEFICIALLY
-------------------------------------------------
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 303,050* (See Item 5)
REPORTING
-------------------------------------------------
PERSON 10) SHARED DISPOSITIVE POWER
WITH See Item 5
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
303,050*
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%*
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
* Includes 90,000 shares of Common Stock issuable upon exercise of the
Stock Options and the Director Stock Options (each as hereinafter
defined) issued to the Reporting Person. See Item 5. The percentage
listed on Row 13 above assumes the full exercise of the Stock Options
and the Director Stock Options issued to the Reporting Person.
4
<PAGE>
The filing of this Statement does not constitute an admission
that the Reporting Persons constitute a "group" for purposes of the Securities
Exchange Act of 1934, as amended, or the rules promulgated thereunder or for any
other purpose whatsoever. Each of the Reporting Persons expressly disclaims
beneficial ownership of the Common Stock beneficially owned by each of the other
Reporting Persons.
Amendment No. 1 to Schedule 13D
-------------------------------
This statement amends the Schedule 13D dated June 30, 1998
(the "Schedule 13D"), relating to the Common Stock, $.001 par value (the "Common
Stock"), of Total Research Corporation, a Delaware corporation (the "Company").
Notwithstanding this Amendment No. 1, the Schedule 13D speaks as of its date.
Capitalized terms used herein without definition have the meanings assigned to
such terms in the Schedule 13D.
ITEM 2(a) - (c) OF THE SCHEDULE 13D, "IDENTITY AND BACKGROUND" IS
HEREBY AMENDED AND RESTATED IN ITS ENTIRETY AS FOLLOWS:
(a) - (c) This Statement is being filed by David Brodsky,
George L. Lindemann and Howard L. Shecter (collectively, the "Reporting
Persons"). The Reporting Persons and Messrs. Eugene Goldberg, Donald Jacobson,
Anthony Lamport and Alan L. Stuart have determined not to enter into a
stockholders agreement, as referred to in Item 6 of the Schedule 13D.
Accordingly, Messrs. Goldberg, Jacobson, Lamport and Stuart have determined that
they do not have a reporting obligation under Section 13(d) of the Exchange Act
with respect to the Common Stock.
Mr. Brodsky is a retired private investor. His address is 2856
Hurlingham Drive, West Palm Beach, Florida 33414.
Mr. Lindemann is Chairman and Chief Executive Officer of Southern Union
Company. His office address is 767 Fifth Avenue, 50th Floor, New York, New York
10153.
Mr. Shecter is a partner in the law firm of Morgan, Lewis & Bockius
LLP. His office address is 101 Park Avenue, New York, New York 10178.
ITEM 3 OF THE SCHEDULE 13D, "SOURCE AND AMOUNT OF FUNDS OR
OTHER CONSIDERATION" IS HEREBY AMENDED TO ADD THE FOLLOWING NEW
PARAGRAPH AT THE END THEROF:
As of December 7, 1998, the Reporting Persons, taken together,
beneficially owned an aggregate of 1,215,061 shares of Common Stock (including
300,000 shares issuable upon exercise of the Stock Options and the Director
Stock Options described below). Of the
5
<PAGE>
shares of Common Stock acquired by the Reporting Persons since the filing of the
Schedule 13D, 50,000 shares were acquired in the open market by Mr. Brodsky for
an aggregate purchase price of $112,500 and 150,000 shares were acquired
pursuant to stock options granted by the Company to each of the Reporting
Persons (the "Director Stock Options") in connection with their election to the
Board of Directors of the Company (the "Board"). Mr. Brodsky purchased the
shares of Common Stock acquired in open market purchases with personal funds,
which may, at any given time, include margin loans made by brokerage firms in
the ordinary course of business.
The individual purchases of, and Director Stock Option grants to, each
Reporting Person are as follows:
Mr. Brodsky purchased 50,000 shares of Common Stock in the open market
at a price of $2.25 per share for aggregate consideration of $112,500. He also
received 50,000 Director Stock Options.
Mr. Lindemann and Mr. Shecter each received 50,000 Director Stock
Options.
ITEM 4(a) OF THE SCHEDULE 13D IS AMENDED TO ADD THE FOLLOWING PARAGRAPH
AT THE END THEREOF:
Pursuant to the terms of the Director Stock Options, Messrs. Brodsky,
Lindemann and Shecter each have the right to acquire 50,000 shares of Common
Stock, for a period of 10 years from September 23, 1998, at an exercise price of
$2.50 per share.
ITEM 5(a) OF THE SCHEDULE 13D, "INTEREST IN SECURITIES OF THE
ISSUER" IS HEREBY AMENDED TO ADD THE FOLLOWING NEW PARAGRAPH AT
THE END THEREOF:1
(a) As of December 7, 1998, the Reporting Persons, taken
together, beneficially owned an aggregate of 1,215,061 shares of Common Stock
(including 300,000 shares issuable upon exercise of the Stock Options and the
Director Stock Options), representing approximately 10.6% of the outstanding
shares of Common Stock (assuming full exercise of all of the Stock Options and
the Director Stock Options issued to the Reporting Persons). David Brodsky
beneficially owns 628,961, or approximately 5.5%, of the outstanding shares;
George L. Lindemann beneficially owns 283,050, or approximately 2.5%, of the
outstanding shares; and Howard L. Shecter beneficially owns 303,050, or
approximately 2.6%, of the outstanding shares.
- ---------------------------
1 All percentages in Item 5 are based upon the 11,476,108 shares of
Common Stock reported by the Company to be issued and outstanding as of
November 4, 1998, and assume the full exercise of all of the Stock
Options and the Director Stock Options issued to the Reporting Persons.
6
<PAGE>
ITEMS 5(b) AND 5(c) OF THE SCHEDULE 13D, "INTEREST IN SECURITIES
OF THE ISSUER" IS AMENDED AND RESTATED IN THEIR ENTIRETY AS
FOLLOWS:
(b) As of the date hereof, each of the Reporting Persons has
sole voting and dispositive power over the shares of Common Stock beneficially
owned by such Reporting Person. The Reporting Persons may from time to time
engage in discussions with each other with respect to the acquisition, holding,
voting or disposition of the Common Stock. Each of the Reporting Persons
expressly disclaims beneficial ownership of the Common Stock beneficially owned
by each of the other Reporting Persons.
(c) Except as listed on Schedule I hereto, none of the
Reporting Persons has effected any transactions in the Common Stock during the
past 60 days.
ITEM 6 OF THE SCHEDULE 13D, "CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER" IS HEREBY AMENDED AND
RESTATED IN ITS ENTIRETY AS FOLLOWS:
As indicated in Item 5(b) above, the Reporting Persons may from time to
time engage in discussions with each other with respect to the acquisition,
holding, voting or disposition of the Common Stock. Each of the Reporting
Persons expressly disclaims beneficial ownership of the Common Stock
beneficially owned by each of the other Reporting Persons.
7
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certify that the information set forth in
this Statement is true, complete and correct.
Dated: December 17, 1998
DAVID BRODSKY
By: /s/ Howard L. Shecter
-----------------------------
Howard L. Shecter
Attorney-in-Fact
EUGENE GOLDBERG
By: /s/ Howard L. Shecter
-----------------------------
Howard L. Shecter
Attorney-in-Fact
DONALD JACOBSON
By: /s/ Howard L. Shecter
-----------------------------
Howard L. Shecter
Attorney-in-Fact
ANTHONY M. LAMPORT
By: /s/ Howard L. Shecter
-----------------------------
Howard L. Shecter
Attorney-in-Fact
GEORGE L. LINDEMANN
By: /s/ Howard L. Shecter
-----------------------------
Howard L. Shecter
Attorney-in-Fact
<PAGE>
/s/ Howard L. Shecter
-----------------------------
Howard L. Shecter
ALAN L. STUART
By: /s/ Howard L. Shecter
-----------------------------
Howard L. Shecter
Attorney-in-Fact
<PAGE>
SCHEDULE I
TRANSACTIONS IN COMMON
STOCK OF TOTAL RESEARCH CORPORATION
DURING THE PRECEDING 60 DAYS
Shares Purchased by David Brodsky
Number of
Shares Price Per
Date Purchased Share Total Cost
- --------------------------------------------------------------------------------
10/21/98 50,000 $2.25 $112,500
