SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 1)
Diehl Graphsoft, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
253676308
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(CUSIP Number)
Gerhard Weiss
Nemetschek Aktiengesellshaft
Riedenburger Strasse 2
D-81677 Munich
Germany
49 89 92 793-427
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
COPY TO:
John K. Hughes
Brown & Wood LLP
1666 K Street, N.W.
Washington, D.C. 20006-1208
(202) 533-1300
March 2, 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 [_].
(Continued on following pages)
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SCHEDULE 13D
CUSIP No. 253676308
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Nemetschek Aktiengesellshaft
I.R.S. ID No. ___________
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
WC
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 1,056,211(1)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
None
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,056,211(1)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
None
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,056,211(1)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.6%(1)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
(1) Of the 1,056,211 shares of common stock of Diehl Graphsoft, Inc. (the
"Company") covered by this report, 917,011 are purchasable by Nemetschek
Aktiengesellshaft ("Nemetschek") upon exercise of an option (the "Option")
granted to Nemetschek pursuant to the Support/Voting Agreement, dated as of
February 18, 2000 (the "Support Agreement"), by and between Nemetschek and
Richard Diehl (President of the Company), as further described in this
report. Prior to the exercise of the Option, Nemetschek is not entitled to
any rights as a
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shareholder of the Company as to the shares covered by the Option. The
number of shares of common stock of the Company purchasable by Nemetschek
under the Option will be adjusted if necessary so that the number of shares
purchasable by Nemetschek upon exercise of the Option at the time of its
exercise is equal to 30% of the total outstanding shares of the common
stock of the Company. The Option may only be exercised upon the happening
of certain events, none of which has occurred as of the date hereof. Prior
to such exercise, Nemetschek expressly disclaims beneficial ownership of
the 917,011 shares of common stock of the Company which are purchasable by
Nemetschek upon exercise of the Option. The number of shares indicated
represents approximately 34.6% of the total outstanding shares, as
indicated in the Company's Form 10-QSB for the quarter ended November 30,
1999, of the common stock of the Company.
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Nemetschek Aktiengesellshaft ("Nemetschek") hereby amends and
supplements its Schedule 13D regarding Diehl Graphsoft, Inc. (the "Company")
originally filed on February 28, 2000 (the "Schedule 13D"). This statement
relates to the common stock of the Company, $0.01 par value per share (the
"Common Stock"). Unless otherwise indicated, capitalized terms used but not
otherwise defined herein shall have the meanings assigned to them in the
Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding the following:
Nemetschek purchased an additional 78,800 shares of Common Stock during
the period of February 28, 2000 to March 9, 2000 for an aggregate purchase price
of $726,903. Funds for these purchases were provided by working capital of
Nemetschek.
Item 4. Purpose of Transaction.
Item 4 is hereby amended by adding the following:
The 78,800 shares of Common Stock purchased by Nemetschek during the
period of February 28, 2000 to March 9, 2000 were purchased for investment
purposes and in contemplation with consummation of the Merger Agreement.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended by adding the following:
The purchase of 78,800 shares of Common Stock (over which Nemetschek
has sole voting and dispositive power) during the period of February 28, 2000 to
March 9, 2000 has resulted in an aggregate of 1,056,211 shares of Common Stock
for which Nemetschek may be deemed to be the beneficial owner. Such shares
represent approximately 34.6% of the outstanding shares of Common Stock.
The information set forth in Schedule B to the Schedule 13D is hereby
supplemented as follows:
No. of Shares
Name Date Purchased Price Per Share
---- ---- --------- ---------------
Nemetschek Aktiengesellshaft 2/28/00 10,000 $9.2475
2/29/00 5,500 9.2475
3/01/00 3,000 9.2475
3/02/00 17,500 9.2475
3/03/00 2,100 9.2475
3/07/00 30,000 9.1875
3/08/00 4,700 9.2475
3/09/00 6,000 9.2475
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SIGNATURE
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.
Dated: March 10, 2000
Nemetschek Aktiengesellshaft
By /s/ Gerhard Weiss
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Name: Gerhard Weiss
Title: CFO
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