UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Telescan, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
879516102
(CUSIP Number)
William D. Savoy Alan Koslow
Vulcan Ventures Incorporated Foster Pepper & Shefelman
110-110th Avenue N.E., Suite 550 1111 Third Avenue, Suite 3400
Bellevue, WA 98004 Seattle, WA 98101
(206) 453-1940 (206) 447-8922
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 12, 1996
(Date of Event which Requires Filing of This Statement)
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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. |_|
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent. r r *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 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).
SEC 1745 (2/92)
0269794.01
<PAGE>
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CUSIP NO. 879516102 13D Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vulcan Ventures Incorporated
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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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
Washington corporation
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NUMBER OF 7 SOLE VOTING POWER
SHARES -0- shares
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
----------------------------------------------------
8 SHARED VOTING POWER
1,290,000 shares
----------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0- shares
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,290,000 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,290,000 shares
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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)
11.97%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP NO. 879516102 13D Page 3 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul G. Allen
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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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
United States citizen
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NUMBER OF 7 SOLE VOTING POWER
SHARES -0- shares
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
----------------------------------------------------
8 SHARED VOTING POWER
1,290,000 shares
------------- --------------------------------------
9 SOLE DISPOSITIVE POWER
-0- shares
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,290,000 shares
- - --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,290,000 shares
- - --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- - --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.97%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer
Title of Class of Equity Securities: Common Stock, $0.01 par value per
share, of Telescan, Inc.
Name and Address of Principal Executive Offices of the Issuer:
Telescan, Inc.
5959 Corporate Drive, Suite 2000
Houston, TX 77036
Item 2. Identity and Background
(a) Name of Person Filing: Vulcan Ventures Incorporated ("Vulcan Ventures")
State of Organization: Washington
(b) Principal Business: Investments in various companies
(c) Address of Principal Business: 110-110th Avenue N. E., Suite 550
Bellevue, Washington 98004
Address of Principal Office: 110-110th Avenue N. E., Suite 550 Bellevue,
Washington 98004
(d) Conviction in a Criminal Proceeding (excluding traffic violations or
similar misdemeanors) during the Last Five Years: No
(e) Party in a Civil Proceeding during the last five years and as a result
was or is 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: No
The names, business address, present principal occupation and citizenship
of each executive officer, director and controlling person of Vulcan Ventures is
as follows:
Paul G. Allen (See Page 7 of 8)
William D. Savoy, Vulcan Northwest Inc., 110-110th Avenue N.E., Suite 550,
Bellevue, WA 98004. Mr. Savoy is Vice President and Director of Vulcan Ventures
and President, Secretary, Director and Chairman of Vulcan Northwest Inc.
Citizenship is U.S.
Bert E. Kolde, The Paul Allen Group, 110-110th Avenue N.E., Suite 530,
Bellevue, Washington 98004. Principal occupation is Vice President of The Paul
Allen Group and Vice President, Secretary, Treasurer and Director of Vulcan
Ventures. Citizenship is U.S.
Jo Allen Patton, Vulcan Northwest Inc., 110-110th Avenue N.E., Suite 550,
Bellevue, WA 98004. Ms. Patton is Vice President, Vice Chairman and Director of
Vulcan Ventures and Vice President, Director and Vice Chairman of Vulcan
Northwest Inc. Citizenship is U.S.
To the best knowledge of Vulcan Ventures, during the last five years none
of these people have been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or a party to a civil proceeding as a result
of such proceeding was or is 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.
0269794.01 Page 4 of 8
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Item 3: Source and Amount of Funds or Other Consideration
Not applicable.
Item 4. Purpose of Transaction
Not applicable. This amendment to Schedule 13D is being filed to report a
greater than one percent decrease in the percentage of shares beneficially owned
solely as a result of an increase in the aggregate number of shares of common
stock of Telescan, Inc. outstanding.
Vulcan Ventures acquired the shares of Telescan, Inc. reported herein for
investment purposes. At this time, it has no intention of acquiring additional
shares of Telescan, Inc. reported herein, although it reserves the right to make
additional purchases from time to time. Any decision to make such additional
purchase will depend, however, on various factors, including, without
limitation, the price of the common stock, stock market conditions and the
business prospects of Telescan, Inc. reported herein. Vulcan Ventures has no
present intention or arrangements or understandings to effect any of the
transactions listed in Item 4(a)-(j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer
This amendment to Schedule 13D is being filed to report a greater than one
percent decrease in the percentage of shares beneficially owned solely as a
result of an increase in the aggregate number of shares of common stock of
Telescan, Inc. outstanding.
(a) Aggregate Number of Shares of Common Stock of Telescan, Inc.
Beneficially Owned: 1,290,000 shares
Percentage of Common Stock of Telescan, Inc. Owned (based on 10,773,076
shares of common stock outstanding as of November 12, 1996): 11.97%
(b) Sole Voting Power: -0- shares
Sole Dispositive Power: -0- shares
Shared Voting Power: 1,290,000 shares
Shared Dispositive Power: 1,290,000 shares
(c) Not applicable
(d) Not applicable
(e) Not applicable
To the best knowledge of Vulcan Ventures, its directors, executive officers
and controlling persons beneficially own the following shares of the Issuer:
Paul G. Allen, Director, President and sole shareholder of Vulcan Ventures
beneficially owns 1,290,000 shares (which is the 1,290,000 shares owned by
Vulcan Ventures).
William D. Savoy, Director and Vice President of Vulcan Ventures,
beneficially owns 10,000 shares of Common Stock, warrants to purchase 20,000
shares of Common Stock, and options to purchase an additional 16,285 shares of
Common Stock, of which options to purchase 9,642 shares of Common Stock are
exercisable within 60 days from the date hereof.
0269794.01 Page 5 of 8
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Neither Vulcan Ventures nor any of the executive officers, directors or
controlling persons of Vulcan Ventures, has any contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with
respect to any securities of the Issuer, finder's fees, joint ventures, loan or
option agreements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
None.
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.
VULCAN VENTURES INCORPORATED
January 6, 1997 /s/ Paul G. Allen
- - - --------------------------- By: ----------------------------------
Date) Paul G. Allen, President
0269794.01 Page 6 of 8
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Item 1. Security and Issuer
Title of Class of Equity Securities: Common Stock, $0.01 par value per
share, of Telescan, Inc.
Name and Address of Principal Executive Offices of the Issuer:
Telescan, Inc.
5959 Corporate Drive, Suite 2000
Houston, TX 77036
Item 2. Identity and Background
(a) Name of Person Filing: Paul G. Allen, Director, President and sole
shareholder of Vulcan Ventures
(b) Business Address: 110-110th Avenue N. E. Suite 550 Bellevue, Washington
98004
(c) Principal Occupation and the Name of Principal Business and Address of
any corporation in which such employment is conducted:
Chairman
Asymetrix Corporation
110 - 110th Ave. N.E., Suite 717
Bellevue, WA 98007
(d) Conviction of a Criminal Proceeding (excluding traffic violations or
similar misdemeanors) during the last five years: No
(e) Party in a Civil Proceeding during the last five years and as a result
was or is 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: No
(f) Citizenship: U.S.
Item 3: Source and Amount of Funds or Other Consideration
Not applicable.
Item 4. Purpose of Transaction
Not applicable. This amendment to Schedule 13D is being filed to report a
greater than one percent decrease in the percentage of shares beneficially owned
solely as a result of an increase in the aggregate number of shares of common
stock of Telescan, Inc. outstanding.
Vulcan Ventures acquired the shares of Telescan, Inc. reported herein for
investment purposes. At this time, it has no intention of acquiring additional
shares of Telescan, Inc. reported herein, although it reserves the right to make
additional purchases from time to time. Any decision to make such additional
purchase will depend, however, on various factors, including, without
limitation, the price of the common stock, stock market conditions
0269794.01 Page 7 of 8
<PAGE>
and the business prospects of Telescan, Inc. reported herein. Vulcan
Ventures has no present intention or arrangements or understandings to effect
any of the transactions listed in Item 4(a)-(j) of Schedule 13D.
Except as set forth herein, Paul G. Allen does not have any plans or
proposals that relate to or would result in any of the matters specified in Item
4.
Item 5. Interest in Securities of the Issuer
This amendment to Schedule 13D is being filed to report a greater than one
percent decrease in the percentage of shares beneficially owned solely as a
result of an increase in the aggregate number of shares of common stock of
Telescan, Inc. outstanding.
(a) Aggregate Number of Shares of Common Stock of Telescan, Inc.
Beneficially Owned: 1,290,000 shares
Percentage of Common Stock of Telescan, Inc. Owned (based on 10,773,076
shares of common stock outstanding as of November 12, 1996): 11.97%
(b) Sole Voting Power: -0- shares
Sole Dispositive Power: -0- shares
Shared Voting Power: 1,290,000 shares
Shared Dispositive Power: 1,290,000 shares
(c) Not applicable
(d) Not applicable
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Paul G. Allen does not have any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to any
securities of the Issuer, finder's fees, joint ventures, loan or option
agreements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
None.
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.
January 6, 1997 /s/ Paul G. Allen
- - - --------------------------- -----------------------------------------
(Date) Paul G. Allen
0269794.01 Page 8 of 8
