SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 2)1/
Telescan, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
879516102
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(CUSIP Number)
Robert T. Slezak
Vice President, Chief Financial Officer and Treasurer
Ameritrade Holding Corporation
(successor by merger to TransTerra Co.)
4211 South 102nd Street
Omaha, Nebraska 68127-1031
(402) 331-7856
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 22, 1997
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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 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. [ ]
(Continued on following pages)
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1/ 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 the disclosures provided in a prior cover page.
The information required in 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 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).
(Page 1 of 7 Pages)
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CUSIP No. 879516102 13D Page 2 of 7 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ameritrade Holding Corporation (successor by merger to TransTerra Co.)
EIN#: 47-0642657
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) [ ]
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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 ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER 529,296
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY EACH -------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 529,296
PERSON WITH -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
529,296
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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 4.93%
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14 TYPE OF REPORTING PERSON*
HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 879516102 13D Page 3 of 7 Pages
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This Amendment No. 2 amends the statement on Schedule 13D filed by
Ameritrade Holding Corporation, a Delaware corporation, successor by merger
to TransTerra Co., a Nebraska corporation ("Ameritrade"), on July 10, 1995
and amended on January 16, 1997.
Item 1. Security and Issuer.
(a) Common Stock, par value $.01 per share
(b) Telescan, Inc., a Delaware corporation
("Telescan"), 10550 Richmond Avenue, Suite 250,
Houston, Texas 77042
Item 2. Identity and Background.
(a) Ameritrade Holding Corporation, a Delaware
corporation, successor by merger to TransTerra
Co., a Nebraska corporation.
The directors and executive officers of Ameritrade
are as follows: J. Joe Ricketts, Joseph A. Konen,
Robert T. Slezak, Thomas J. Pleiss, Susan M. Hohman,
Thomas C. Hushen, Larry W. Collett, J. Peter
Ricketts, Curt A. Conklin, P. Richard Sirbu, Jr.,
Kurt D. Halvorson, Michael J. Anderson, Mary K.
Fay, William Glasz, William A. Wood, Gene L. Finn,
Thomas Y. Hartley, Charles L. Marinaccio, Mark L.
Mitchell and John W. Ward.
(b) 4211 S. 102nd Street, Omaha, Nebraska 68127
(c) Ameritrade is a holding company of five
broker-dealers registered under Section 15 of
the Securities Exchange Act of 1934, as amended.
(d) During the last five years, neither Ameritrade
nor any of its directors or executive officers has
been convicted in any criminal proceeding.
(e) During the last five years, neither Ameritrade nor
any of its directors or executive officers has
been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction
and as a result of such proceeding is or was
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.
(f) Each of the directors and executive officers of
Ameritrade is a citizen of the United States.
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CUSIP No. 879516102 13D Page 4 of 7 Pages
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Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to a Purchase Agreement, dated as of June 28,
1995, between Ameritrade and Telescan, Ameritrade agreed
to purchase, and Telescan agreed to sell, 243,561 shares
of Telescan Common Stock on June 28, 1995 (the "Initial
Closing") and an additional number of shares on each of
September 29, 1995, December 29, 1996 and March 29, 1996,
or such other dates as the parties mutually agreed upon
(the "Subsequent Closings"). The number of shares
purchased on each Subsequent Closing was determined by
dividing $1,250,000 by the average of the last reported
sale prices of the Telescan Common Stock on the NASDAQ
Small-Cap Market on each trading day during the period
commencing on the day before the Initial Closing or the
prior Subsequent Closing, as the case may be, and ending
two days before the current Subsequent Closing. Pursuant
to the Purchase Agreement, Ameritrade purchased 243,561
shares on June 28, 1995, 184,437 shares on September 30,
1995, 173,459 shares on January 2, 1996 and 168,337
shares on March 30, 1996.
In connection with the Purchase Agreement, a
representative of Ameritrade was appointed to the
Telescan board of directors and Telescan granted
Ameritrade certain registration rights with respect to
the Telescan Common Stock held by Ameritrade.
The amount of funds required for Ameritrade to purchase
all of the shares subject to the Purchase Agreement was
an aggregate of $5,000,000.
Item 4. Purpose of Transaction.
Ameritrade entered into the Purchase Agreement for
investment purposes and technology cooperation
opportunities. The response to Item 3 is incorporated by
reference.
Ameritrade has decided to sell all or a portion of its shares
of Telescan Common Stock so that it may invest in other
opportunities.
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CUSIP No. 879516102 13D Page 5 of 7 Pages
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Item 5. Interest in Securities of Issuer.
(a) 529,296 shares of Telescan Common Stock (4.93%).
(b) Ameritrade has sole voting and dispositive power
with respect to all shares of Telescan Common
Stock purchased by it pursuant to the Purchase
Agreement.
(c) On October 10, 1997, Ameritrade sold 2,998 shares of
Telescan Common Stock at an average price of $6.9375
per share. On October 13, 1997, Ameritrade sold
25,000 shares of Telescan Common Stock at an average
price of $6.9375 per share. On October 14, 1997,
Ameritrade sold 7,000 shares of Telescan Common
Stock at an average price of $6.75 per share. On
October 15, 1997, Ameritrade sold 73,000 shares of
Telescan Common Stock at an average price of $6.5067
per share. On October 17, 1997, Ameritrade sold
5,000 shares of Telescan Common Stock at an
average price of $6.25 per share. On October 20,
1997, Ameritrade sold 15,000 shares of Telescan
Common Stock at an average price of $6.25 per share.
On October 21, 1997, Ameritrade sold 10,000 shares
of Telescan Common Stock at an average price of
$6.25 per share. On October 22, 1997, Ameritrade
sold 100,000 shares of Telescan Common Stock at an
average price of $6.50 per share. On October 23,
1997, Ameritrade sold 2,500 shares of Telescan
Common Stock at an average price of $6.875 per
share. All of such sales were "brokers'
transactions" made pursuant to Rule 144 under the
Securities Act of 1933, as amended.
(d) Mr. J. Joe Ricketts, Chairman and Chief
Executive Officer and the controlling
shareholder of Ameritrade, has the right to
direct the receipt of dividends from, or the
proceeds from the sale of, such securities.
(e) Ameritrade ceased to be the beneficial owner of
more than five percent of the Telescan Common
Stock on October 22, 1997.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
The response to Item 3 is incorporated by reference.
Item 7. Material to be Filed as Exhibits.
(a) Purchase Agreement, dated as of June 28, 1995,
between Ameritrade and Telescan, which includes
as Exhibit A thereto the Form of Registration
Agreement between Ameritrade and Telescan.
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CUSIP No. 879516102 13D Page 6 of 7 Pages
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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.
Date: October 24, 1997 AMERITRADE HOLDING CORPORATION
By: /s/ J. Joe Ricketts
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J. Joe Ricketts
Chairman and Chief Executive Officer
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CUSIP No. 879516102 13D Page 7 of 7 Pages
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EXHIBIT INDEX
No. Page
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1. Purchase Agreement, dated as of June 28, 1995, between
Ameritrade and Telescan, which includes as Exhibit A
thereto the Form of Registration Agreement between
Ameritrade and Telescan. *
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* Previously Filed
