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. 2)
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Diehl Graphsoft, Inc.
(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 9279-3313
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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 31, 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
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION Nos. OF ABOVE PERSONS (ENTITIES ONLY)
Nemetschek Aktiengesellshaft I.R.S. ID No. _________
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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
WC
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5 CHECK BOX 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
Germany
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NUMBER OF 7 SOLE VOTING POWER
1,115,911(1)
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER
None
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
1,115,911(1)
REPORTING
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PERSON 10 SHARED DISPOSITIVE POWER
None
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,115,911
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.34%(1)
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14 TYPE OF REPORTING PERSON
CO
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(1) Of the 1,115,911 shares of common stock of Diehl Graphsoft, Inc. (the
"Company") covered by this report, 921,211 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 921,211 shares of common stock of the
Company which are purchasable by Nemetschek upon exercise of the Option. The
number of shares indicated represents approximately 36.34% of the total
outstanding shares, as indicated in the Company's Form 10-QSB for the quarter
ended February 29, 2000, 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, as amended on March 10, 2000 (together
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 55,500 shares of Common Stock during
the period of March 10, 2000 to April 19, 2000 for an aggregate purchase price
of $513,085. 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 55,500 shares of Common Stock purchased by Nemetschek during the
period of March 10, 2000 to April 19, 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 55,500 shares of Common Stock (over which Nemetschek
has sole voting and dispositive power) during the period of March 10, 2000 to
April 19, 2000 has resulted in an aggregate of 1,115,911 shares of Common Stock
for which Nemetschek may be deemed to be the beneficial owner. Such shares
represent approximately 36.34% of the outstanding shares of Common Stock.
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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 3/10/00 6,500 $9.2475
3/13/00 5,700 9.2475
3/14/00 800 9.2475
3/16/00 9,000 9.2475
3/22/00 5,000 9.2172
3/23/00 2,500 9.2475
3/31/00 5,000 9.2475
4/05/00 3,000 9.2475
4/11/00 1,000 9.2475
4/12/00 1,000 9.2475
4/19/00 16,000 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: April 20, 2000
Nemetschek Aktiengesellshaft
By /s/ Gerhard Weiss
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Name: Gerhard Weiss
Title: CFO
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