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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
Information Resource Engineering, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
45675F 30 3
(CUSIP Number)
November 7, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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 ("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).
Page 1 of 4 pages
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<PAGE>
CUSIP No. 45675F 30 3 Page 2 of 4 pages
1 NAMES OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
William E. Simon
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.
NUMBER OF 5 SOLE VOTING POWER
SHARES 282,933
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 282,933
PERSON WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
282,933
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.2 %
12 TYPE OF REPORTING PERSON
IN
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CUSIP No. 45675F 30 3 Page 3 of 4 pages
Item 1(a). Name of Issuer:
Information Resource Engineering, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
8029 Corporate Drive
Baltimore, MD 21236
Item 2(a). Name of Person Filing:
William E. Simon
Item 2(b). Address of Principal Business Office or,
if none, Residence:
William E. Simon & Sons, L.L.C.
P.O. Box 1913
Morristown, NJ 07962-1913
Item 2(c). Citizenship:
U.S.
Item 2(d). Title of Class of Securities:
Common stock
Item 2(e). CUSIP Number:
45675F 30 3
Item 3. If this statement is filed pursuant
to Rules 13d-1(b), or 13d-2(b), check
whether the person filing is a:
Not applicable
Item 4. Ownership.
(a) Amount Beneficially Owned:
282,933
(b) Percent of Class:
5.2 %
(c) Number of shares as to which such
person has:
(i) sole power to vote or direct the vote
282,933
(ii) shared power to vote or to direct the vote
-0-
(iii) sole power to dispose or to direct the
disposition of
282,933
(iv) shared power to dispose or to direct the
disposition of
-0-
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
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CUSIP No. 45675F 30 3 Page 4 of 4 pages
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that
purpose or effect.
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: November 12, 1998
By /s/ William E. Simon
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Name: William E. Simon, by Mark J. Butler
and Christine W. Jenkins, as
attorneys-in-fact (power of attorney
attached)
Title:
<PAGE>
POWER OF ATTORNEY
Including Power to make Charitable and Other Gifts
Know All Men By These Presents:
that I, WILLIAM E. SIMON, residing at T-Bill Ranch, 4000 Highway 154, Santa
Barbara, California, do hereby constitute and appoint any two of the
following three individuals, acting together: MARK J. BUTLER, 4 Jefferson
Drive, Flanders, New Jersey; FRANK R. CREGAN, 14 Kissel Lane, Morristown,
New Jersey; CHRISTINE W. JENKINS, 9 Volcanic Hill Road, Wantage, New
Jersey, my Attorneys-in-Fact, for me and in my name, place and stead, to
make, sign, seal, endorse, accept, execute, acknowledge and deliver any and
all contracts, agreements, specialties, acquittances, assignments, leases,
transfers, deeds, instruments of conveyance, mortgages, bonds, notes,
checks, drafts, bills of exchange, orders for the payment of money and
other instruments and obligations of every kind, whether of a similar or a
different nature; and generally to do all things which in the judgment of
said Attorneys are necessary or advisable to be done for me or on my
behalf, either within the State of New Jersey or elsewhere in the world, in
connection with my affairs and business or in connection with my property
as hereinafter defined; and in particular, without in any way limiting the
broad and general powers which it is my intention to confer upon said
Attorneys, on my behalf and for my account, and either in my name or
otherwise:
(1) to receive all dividends and interest which may be or become
payable on any shares of stock, bonds, notes or other securities as
hereinafter defined;
(2) to buy and sell stocks, bonds and other securities and
commodities and other property through any firm or firms of brokers or
otherwise, and to pay customary brokerage and other commissions and
expenses in connection therewith;
(3) to vote as my proxy at any meeting of a corporation,
association or other entity, or of securityholders of a corporation,
association or other entity, in respect of any stock or other
securities held by me and for that purpose to sign any proxy or other
instrument;
(4) to commence and carry on, or to defend, all actions, suits or
other proceedings which affect or may affect anything in which I or my
property may be in any wise concerned, and to settle or discontinue
the same;
(5) to demand, sue for, enforce payment of and receive and give
discharges for all money, debts, rents and other claims of every kind
belonging to me;
(6) to settle, compromise or submit to arbitration all accounts,
claims and disputes between me and any other person as hereinafter
defined;
(7) to deposit all income and other moneys becoming payable to me
or realized from my property with any bank, trust company, partnership
or other person, as said Attorneys shall deem advisable, and to
withdraw, by check or otherwise, and invest the same in such
investments, or to use the same for such other purposes as said
Attorneys shall deem advisable;
(8) to make such arrangements for the custody or safekeeping of
any or all of my property as said Attorneys shall deem advisable, and
from time to time to change or terminate any arrangements for such
custody or safekeeping which have heretofore been or shall hereafter
be made;
(9) to consent to and participate in any reorganization,
liquidation, merger, consolidation or readjustment of any corporation,
association or other entity the stocks or other securities of which I
may hold, and in connection therewith to exchange such securities for
new securities and to make such payments or other commitments as said
Attorneys shall deem advisable;
(10) to pay, out of my funds, any and all debts, taxes, expenses
and amounts now or hereafter owing, or believed by said Attorneys to
be owing, by me to any person;
<PAGE>
(11) to borrow money in such amounts as said Attorneys shall deem
advisable, and to execute therefor notes, bonds or other obligations
on such terms as said Attorneys shall deem advisable;
(12) to give security for any money so borrowed by the mortgage
or pledge of any of my property and to execute, acknowledge and
deliver such instruments as said Attorneys shall deem appropriate to
make such mortgage or pledge effective;
(13) to sell, convey, exchange or otherwise dispose of any or all
of my real estate, leases, leaseholds or other property partaking of
the nature of real estate, for such prices and upon such terms and
conditions, and either with or without covenants and restrictions and
either at private or public sale, all as said Attorneys shall deem
advisable, and to sign, seal, execute, acknowledge and deliver
contracts of sale or exchange, assignments and deeds or other
instruments of conveyance, and to mortgage, develop, alter, repair,
improve, insure, let or lease, manage and otherwise deal with any of
such real estate or other property and each and every part thereof, in
such manner and to such extent and for such length of time and upon
such terms and conditions as said Attorneys shall deem advisable;
(14) to make, execute and file any and all declarations, returns,
waivers, consents and other instruments or forms relating to Federal,
State, municipal and other taxes or assessments, including income,
property, excise and other taxes of whatever nature and whether
imposed by any domestic or by any foreign authority, and in connection
with any such taxes or assessments due or claimed or believed to be
due from me or in respect of any property or rights which I may own or
in which I may have any interest, to appear and represent me before
the United States Treasury Department, or the Internal Revenue
Service, or any representatives thereof, or the State Tax Commission
of New Jersey or any other governmental or municipal body or authority
of whatever nature, domestic or foreign, or any representatives of any
thereof, and to conduct and transact any case, claim or matter
whatsoever before said Department, Service, Commission or other body
or authority or the representatives of any thereof in respect of any
and all things pertaining to any such taxes or assessments, and in
connection therewith to exercise all such rights and privileges, and
to have such access to all records and papers, as I might exercise or
have;
(15) to have access to any and all safe deposit boxes or vaults
held by me or in my name and to withdraw the contents thereof;
(16) on such terms as said Attorneys shall deem advisable, to
appoint agents or hire employees or retain legal counsel or other
advisors for the purpose of carrying out any action authorized by this
instrument and to revoke any such appointment or hiring or retainer;
and
(17) to execute in my name all instruments of any kind which said
Attorneys shall deem advisable or convenient for the exercise of any
of the powers conferred by this instrument.
Wherever used in this instrument, the term "securities" shall mean and
include bonds, notes, debentures, mortgages, obligations, warrants and
stocks of any kind or class, and such other evidences of indebtedness
and certificates of interest as are usually referred to by the term
"securities"; the term "property" shall mean and include real,
personal and mixed property of every kind and wherever situate
(including, without limiting the generality of the foregoing,
securities as above defined) and shall include every kind of right,
title and interest, legal or equitable and whether beneficial or
otherwise, in or to any of the foregoing; and the term "person" shall
mean and include any individual, corporation, association,
partnership, government, bureau, agency or other entity, whether
domestic or foreign, of any kind and whether acting on his, her or its
own or in any fiduciary or other capacity of interest.
I hereby give and grant to said Attorneys full power and
authority to make gifts on my behalf (i) to charitable organizations
in the form of cash or property or interests in property provided that
in the judgment of said Attorneys such gifts are deductible for tax
purposes, and/or (ii) to individuals to trustees or to custodians
under the Uniform Gifts to Minors Act in the form of cash or property
or interests in property, whether in amounts equal to the annual
exclusion for gift tax purposes or in greater or lesser amounts.
I hereby give and grant to said Attorneys full power and
authority to place all or any part of my assets in a revocable trust
of which I shall be the sole beneficiary (but with power of
<PAGE>
withdrawal reserved to my said Attorneys for any purpose authorized or
permitted under this power of attorney) with remainder payable to my
estate, in such form as may be approved by Mr. Michael B. Lenard or by
my regular legal counsel, with any one or more individuals (including
one or more of my said Attorneys) and/or a corporation as trustee or
trustees thereof.
The authority granted by this instrument shall extend not only to
all property which I now own or possess but also to all property
which, while this power of attorney shall continue in force and
unrevoked, I or said Attorneys, acting hereunder, shall acquire by
purchase, exchange, gift, devise, bequest or in any other manner.
Each of said Attorneys shall have full power to appoint a
substitute or substitutes to exercise in his place and stead, and as
my attorney-in-fact or attorneys-in-fact, any or all of the powers
(including the powers granted by this paragraph) which by this
instrument I have conferred upon said Attorneys, and at the pleasure
of said Attorney to revoke any such appointment.
I hereby give and grant to said Attorneys full power and
authority to do and perform every act or thing which said Attorneys
shall deem necessary or advisable in and about the premises as fully
to all intents and purposes as I could do if I were personally present
and acting and I hereby ratify and confirm all that said Attorneys and
any substitute or substitutes appointed as above provided shall
lawfully do or cause to be done by virtue hereof.
Each of said Attorneys and each substitute, if any, appointed as
above provided shall have all the powers, including discretionary
powers, which are granted to said Attorneys by any of the provisions
of this instrument and, acting alone and without notice to anyone, may
exercise any or all of said powers in the same manner and with the
same effect as if appointed by this instrument as my sole
Attorney-in-Fact.
<PAGE>
THIS POWER OF ATTORNEY SHALL NOT BE AFFECTED BY MY SUBSEQUENT
DISABILITY OR INCOMPETENCE.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this day of
, 19_____.
/s/ William E. Simon
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WILLIAM E. SIMON
In the presence of:
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Witness
STATE OF CALIFORNIA ,)
)SS.:
COUNTY OF LOS ANGELES ,)
On this 5th day of November, 1998, before me personally came,
WILLIAM E. SIMON, to me known to be the individual described in and who
executed the foregoing power of attorney, and acknowledged that he executed
said instrument.
/s/ Alan M. Strasburg
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Notary Public
Alan M. Strasburg
Commission #1060225
Notary Public - California
Los Angeles County
My Comm. Expires Dec. 10, 1999
