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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)
K. Leonard Judson, Esq.
May, Potenza, Judson & Baran, P.C.
201 North Central Avenue, Suite 2210
Phoenix, AZ 85073-0022
(602) 252-1110
(Name, address and telephone number of person authorized
to receive Notice and Communications)
January 21, 1999
(Date of Event which Requires Filing of this Schedule)
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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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent of less of such class.)
(See Rule 13d-7.)
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.
*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).
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SCHEDULE 13D
CUSIP NO. 879516102 Page 2 of 5
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul F. Glenn, Trustee, Paul F. Glenn Revocable Trust
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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:
PF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Arizona
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NUMBER OF 7. SOLE VOTING POWER:
SHARES 422,764
BENEFICIALLY 8. SHARED VOTING POWER:
OWNED BY 116,097
EACH 9. SOLE DISPOSITIVE POWER:
REPORTING 422,764
PERSON WITH 10. SHARED DISPOSITIVE POWER:
116,097
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
538,861
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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:
4.38%
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14. TYPE OF REPORTING PERSON *
00
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SCHEDULE 13D
CUSIP NO. 879516102 Page 3 of 5
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Because this is the first electronic amendment to the paper format Schedule 13D
previously filed by the Reporting Person, this Amendment No. 1 to Schedule 13D
("First Amendment") restates the entire text of the Schedule 13D.
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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 of Issuer: Telescan, Inc. ("Issuer")
Address of principal executive offices of Issuer:
Telescan, Inc.
5959 Corporate Drive, Suite 2000
Houston, TX 77036
ITEM 2. IDENTITY AND BACKGROUND:
This Amendment No. 1 to Schedule 13D is being filed by Paul F. Glenn,
Trustee, Paul F. Glenn Revocable Trust ("Reporting Person"), an Arizona
revocable trust created by Declaration of Trust, dated August 23, 1990, as
amended through the date hereof. The principal business address for the
Reporting Person is P.O. Box 50310, Santa Barbara, CA 93108. Mr. Paul F.
Glenn is the sole trustee of the Reporting Person and has the same business
address as the Reporting Person. Mr. Glenn's principal occupation is
investing for the Reporting Person and his own account. Mr. Glenn has not
been convicted of any criminal proceeding and is not a party to any civil
proceedings that would require disclosure pursuant to Items 2(d) or 2(e) of
Schedule 13D. Mr. Glenn is a United States citizen.
Mr. Glenn is the sole shareholder, director and executive officer of Lifespan,
Inc., a Nevada corporation. Mr. Glenn has included in the securities reported in
the Schedule 13D and this First Amendment, 4,159 shares of common stock of the
Issuer held by Lifespan, Inc. The principal business address of Lifespan, Inc.
is P.O. Box 50310, Santa Barbara, CA 93108. Lifespan, Inc., has not been
convicted of any criminal proceedings and is not a party to any civil
proceedings that would require disclosure pursuant to Items 2(d) or 2(e) of
Schedule 13D.
Mr. Glenn is an executive officer and director of the Paul F. Glenn Foundation
for Medical Research, Inc., an Arizona non-profit corporation (the "Glenn
Foundation"), and has for disclosure purposes included in the Schedule 13D and
this First Amendment securities owned by the Glenn Foundation. The Reporting
Person and Mr. Glenn disclaim beneficial ownership of all of the securities
reported in the Schedule 13D and this First Amendment owned by the Glenn
Foundation. The fact that Mr. Glenn and the Reporting Person have included
securities owned by the Glenn Foundation in the Schedule 13D and this First
Amendment shall not be deemed an admission that the Reporting Person or Mr.
Glenn is the beneficial owner of any such securities. The principal business
address of the Glenn Foundation is c/o Jack N. Rudel, Esq., Robbins & Green,
P.A., Suite 1800 Norwest Tower, 3300 North Central Avenue, Phoenix, AZ 85012.
The Glenn Foundation has not been convicted in any criminal proceeding and is
not a party to any civil proceedings that would require disclosure pursuant to
Items 2(d) or 2(e) of Schedule 13D.
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SCHEDULE 13D
CUSIP NO. 879516102 Page 4 of 5
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
All of funds used by the Reporting Person to acquire the securities reported in
the Schedule 13D and this First Amendment are the personal funds of the
Reporting Person and Mr. Paul F. Glenn or funds borrowed on margin accounts in
the ordinary course of business at various securities brokerage firms at which
Mr. Glenn or the Reporting Person maintain securities trading accounts. With
respect to the securities reported in the Schedule 13D and this First Amendment
owned by the Glenn Foundation, the source of funds used to acquire such
securities are the funds of the Glenn Foundation.
ITEM 4. PURPOSE OF TRANSACTION:
The securities reported by the Schedule 13D and this First Amendment were
acquired for investment purposes. The Reporting Person may make additional
purchases of the Issuer's securities either in the open market or in private
transactions, depending upon Mr. Glenn's evaluation of the Issuer's business,
prospects and financial condition; the market for the Issuer's securities;
general economic conditions; money and stock market conditions; and other future
developments. Depending on these same factors, the Reporting Person may decide
to sell all or part of it's investments in the Issuer's securities.
Except as set forth above, as of the date of this First Amendment, neither Mr.
Glenn, the Reporting Person nor the Glenn Foundation have any current plans or
proposals which would relate to, or result in, any of the actions specified in
clauses (a) through (j) of Items 4 of Schedule 13D.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
The purpose of filing this First Amendment is to report: (i) Because of
additional issuances of securities by the Issuer, the holdings of the Reporting
Person no longer represent more than five percent (5%) of the class of
securities of the Issuer herein reported; and (ii) The Glenn Foundation has
disposed of 50,000 shares of the securities in open market transactions.
(a) According to the Issuer, the Issuer has 12,295,493 shares of its
common stock issued and outstanding as of January 20, 1999. For the purpose of
computing the aggregate number of shares of the common stock of the Issuer
reported by the Reporting Person in this First Amendment, the Reporting Person
owns 422,764 shares and the Glenn Foundation owns 116,097 shares, for a total of
538,861 shares. As a consequence of the foregoing, such ownership constitutes
approximately 4.38% of the Issuer's common stock issued and outstanding.
(b) For the purpose of this First Amendment, Mr. Paul F. Glenn,
Trustee of the Reporting Person, has reported that he has shared power to vote
or direct the vote and to dispose or direct the disposition of 116,097 shares of
Common Stock of the Issuer held by the Glenn Foundation. Mr. Glenn has sole
power to vote or direct the vote and to dispose or direct the disposition of
422,764 shares of common stock of the Issuer (this includes 4,159 shares held by
Lifespan, Inc.).
(c) On January 21, 1999, The Glenn Foundation sold 50,000 shares of
common stock of the Issuer at $16.329 per share in open market transactions.
These are the only transactions in the securities of the Issuer by any of the
persons identified in this Amendment No. 1 to Schedule 13D for the 60 day period
prior to and including January 21, 1999. All of the reported transactions were
effected in the open market through the National Association of Securities
Dealers Automated Quotation System.
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SCHEDULE 13D
CUSIP NO. 879516102 Page 5 of 5
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(d) Except as set forth in this First Amendment, no person has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds of the sale of, the securities.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as reported elsewhere in this First Amendment, neither the Reporting
Person, Mr. Paul F. Glenn nor the Glenn Foundation have any contracts,
arrangements, understandings or relationships (legal or otherwise) among each
other or any other person with respect to the securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS:
No exhibits are required to be filed as part of this Amendment No. 1 to
Schedule 13D.
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: January 25, 1999
/s/ K. Leonard Judson
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Paul F. Glenn, by K. Leonard Judson, Attorney-in
Fact for Paul F. Glenn (Power of Attorney for execution
by K. Leonard Judson, on behalf of Paul F. Glenn, has
been previously filed with the United States Securities
and Exchange Commission)
