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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)
PubliCARD, Inc.
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(Name of Issuer)
Common Stock, $.10 par value
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(Title of Class of Securities)
744635103
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(CUSIP Number)
Joel I. Greenberg, Esq.
Kaye, Scholer, Fierman, Hays & Handler, LLP
425 Park Avenue
New York, New York 10022
(212) 836-8201
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 12, 2000
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(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 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
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 continuing 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).
(Continued on following pages)
(Page 1 of 5)
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<TABLE>
<CAPTION>
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CUSIP NO. 744635103 SCHEDULE 13D PAGE 2 OF 5 PAGES
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<S> <C> <C>
1 NAMES OF REPORTING PERSONS Harry I. Freund
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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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 *
PF, SC
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5 CHECK 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
U.S.A.
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7 SOLE VOTING POWER
NUMBER OF 1,916,006
SHARES --------------------------------------------------------------------------------------------------
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 18,454
REPORTING --------------------------------------------------------------------------------------------------
PERSON WITH
9 SOLE DISPOSITIVE POWER
1,916,006
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10 SHARED DISPOSITIVE POWER
292,079
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,208,085
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES * [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.53%
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14 TYPE OF REPORTING PERSON *
IN
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</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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AMENDMENT NO. 12 TO SCHEDULE 13D
This Amendment No. 12, dated May 10, 2000, to Schedule 13D (this
"Statement") is filed on behalf of Harry I. Freund and amends Schedule 13D filed
on behalf of Mr. Freund, as previously amended by Amendment No. 11 filed with
the Securities and Exchange Commission on October 1, 1998 (the "Schedule 13D"),
relating to the common stock, $.10 par value (the "Common Stock") of PubliCARD,
Inc., a Pennsylvania corporation (the "Company").
Item 3 of the Schedule 13D is hereby amended, and Item 5 of the Schedule
13D is hereby amended and restated in its entirety, as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On the following dates, Mr. Freund acquired the following numbers of
shares of Common Stock at the prices set forth below:
<TABLE>
<CAPTION>
Date of Purchase Number of Shares Purchased Purchase Price Per Share
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<S> <C> <C>
1/15/99(1) 13,000 $9.5435
3/8/99 125,000 $1.50
7/26/99(2) 2,450 N/A
7/26/99(2) 2,450 N/A
1/3/00(2) 3,004 N/A
1/3/00(2) 3,004 N/A
4/7/00 200,000 $2.50
</TABLE>
Mr. Freund used his personal funds for the March 8, 1999 purchase of
125,000 shares of Common Stock disclosed above. The April 7, 2000 purchase of
200,000 shares was effected through the exercise of stock options by delivery of
72,728 shares of Common Stock with a fair market value on such date equal to the
exercise price of such options.
During the period from January 1999 through April 2000, Mr. Freund
acquired an aggregate of 348,908 shares of Common Stock as listed above and
disposed of an aggregate of 171,878 shares of Common Stock, including 72,728
shares of Common Stock delivered to the Company in payment for the exercise
price of the stock options referred to above and 63,000 shares
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(1)Shares were acquired by the Balfour Defined Benefits Pension Plan (the
"Plan"), of which Mr. Freund is a Trustee and Plan Administrator and in which
Mr. Freund is a participant. Mr. Freund disclaims beneficial ownership of 5,850
shares of Common Stock held by the Plan (based on Mr. Freund's proportionate
interest in the Plan of approximately 55% as of December 31, 1998).
(2)Shares acquired through gift transaction. The 2,450 shares acquired on July
26, 1999 were acquired by Mr. Freund's wife through a gift transaction.
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of Common Stock disposed of pursuant to gifts. The remaining 36,150 shares were
sold in open market transactions. The proceeds of this sale were used to pay
taxes incurred as a result of the April 7, 2000 stock option exercise.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of the close of business on the date of this Statement, Mr. Freund may
be deemed, pursuant to Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and the rules and regulations thereunder, to
own beneficially 2,208,085 shares of Common Stock, including shares of Common
Stock which may be acquired by Mr. Freund within 60 days as follows: 341,912
shares through the exercise of stock options and 688,861 shares through the
exercise of stock purchase warrants. Such shares constitute 9.53% of the
23,162,270 shares of Common Stock outstanding as of such date, calculated in
accordance with Rule 13d-3 under the Exchange Act. The shares beneficially owned
also include 5,454 shares of Common Stock held by Mr. Freund's spouse as to
which Mr. Freud may be deemed to have shared voting and investment power but
disclaims beneficial ownership. In addition, the shares of Common Stock
beneficially owned also include 13,000 shares of Common Stock held by the
Balfour Defined Benefits Pension Plan (the "Plan"), of which Mr. Freund is a
Trustee and Plan Administrator and in which Mr. Freund is a participant. Mr.
Freund has shared voting and investment power over the 13,000 shares of Common
Stock, but disclaims beneficial ownership of 5,850 shares of Common Stock held
by the Plan (based on Mr. Freund's proportionate interest in the Plan of
approximately 55% as of December 31, 1998). In addition, the shares of Common
Stock beneficially owned include 273,625 shares that may be deemed to be owned
beneficially by Mr. Freund which are held by Balfour Investors Incorporated
("Balfour") for its clients in discretionary accounts, as to which Mr. Freund
disclaims beneficial ownership. Messrs. Freund and Jay S. Goldsmith are Chairman
and President, respectively, and the only shareholders of Balfour. The
discretionary clients of Balfour have the sole power to vote and direct the vote
of the shares held in their account. Balfour and its discretionary clients have
shared power to dispose of or direct the disposition of the shares held in such
clients' accounts. At present, Balfour has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Company's Common Stock for all of its discretionary clients.
See Item 3 above for a description of any transactions in Common Stock
that were effected since November 1, 1998.
Except as to the shares of the Company's Common Stock held by his wife,
as Trustee and Plan Administrator of the Plan and by Balfour for its
discretionary clients, Mr. Freund has the sole power to vote and dispose of the
shares of the Company's Common Stock owned beneficially by him.
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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: May 10, 2000
/s/ Harry I. Freund
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Harry I. Freund
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