United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Name of Issuer: Allegro New Media, Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 016903106
Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications:
Philip R. Smith, Alphi Investment Management Co. 847-405-9595
155 Pfingsten Road, Suite 360, Deerfield, Illinois 60015
Date of Event which Requires Filing of this Statement:
January 8, 1997
CUSIP No. 016903106
Page 2 of 4 Pages
1. Name of Reporting Person Alphi Fund LP
IRS No. 36-3589366
2. Check the appropriate box if a member of a group (a) [ ]
(b) [x]
3. SEC Use Only
4. Source of Funds 00
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
N/A
6. Citizenship or Place of Organization Delaware
7. Sole Voting Power 256,245
8. Shared Voting Power 0
9. Sole Dispositive Power 256,245
10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person 256,245
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11) 3.3%
14. Type of Reporting Person PN
CUSIP No. 016903106
Page 3 of 4 Pages
ONLY THOSE ITEMS WHICH ARE HEREBY REPORTED ARE
AMENDED. ALL OTHER ITEMS REMAIN UNCHANGED. ALL
DEFINED TERMS SHALL HAVE THE SAME MEANING AS
PREVIOUSLY ASCRIBED TO THEM IN THE ORIGINAL FILING
OF SCHEDULE 13D, UNLESS OTHERWISE NOTED.
Item 5. Interest in Securities of the Issuer
(a) On our last filing relating to Software Publishing Corporation
("SPC") on October 28, 1996, there were 12,553,596 Common Shares
outstanding, and Alphi owned 1,023,700 which was 8.2%
of the Common Shares outstanding. Effective December 27, 1996,
SPC consummated the transactions contemplated by an agreement and
plan of reorganization dated as of October 1, 1996 among SPC,
Allegro New Media, Inc. ("Allegro"), and SPC Acquisition Corporation
("Sub), a wholly-owned subsidiary of Allegro, pursuant to which Sub
was merged with and into SPC (the "Merger"). By virtue of the Merger,
Allegro acquired all of the outstanding capital stock of SPC and
issued 3,376,300 shares of its common stock to the former stockholders
of SPC at a ratio of .26805 shares of Allegro common stock for
each share of common stock of SPC. Alphi currently owns 256,245
Shares of Allegro, which is 3.3%, based on 7,840,731 Common
Shares currently outstanding as of January 8, 1997.
(b) AIMCO, in its capacity as general partner of Alphi,
has the sole power to vote and sole power to dispose of 256,245 Shares
owned by Alphi. Individual limited partners of Alphi (but not the
principals of AIMCO) may own Shares which are not included in the
aggregate number of Shares reported in Item 5(a) above.
(c) During the sixty (60) days preceding the date
hereof, Alphi entered into the following transactions relating to Allegro
New Media, Inc. on behalf of itself:
Date Bought Number of Shares Price
01/08/97 15,000 4.44
These purchases were open market transactions executed on the NASDAQ
National Market System.
(d) No person other than AIMCO, in its capacity
as general partner of Alphi, has the right to receive nor the power to
direct the receipt of dividends from, or the proceeds from the sale of
Shares.
(e) Not applicable
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CUSIP No. 016903106
Page 4 of 4 Pages
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 8, 1997
Alphi Investment Management Company, as general partner,
for Alphi Fund L.P.
By: /s/ Philip R. Smith
Philip R. Smith
Secretary of Alphi Investment Management Company,
general partner
