UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: 5
Name of Issuer: NewsEDGE Corporation
Title of Class of Securities: Common Stock, $.01 par value
CUSIP Number: 00065249Q1
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Peter Woodward, c/o Regan Partners, L.P.,
600 Madison Avenue, 24th Floor
New York, New York 10022; (212) 317-1646
(Date of Event which Requires Filing of this Statement)
August 20, 2000
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.
*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>
CUSIP No.: 00065249Q1
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Regan Partners, L.P.
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
New Jersey
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
2,870,715
9. Sole Dispositive Power:
10. Shared Dispositive Power:
2,870,715
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,870,715
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
2
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13. Percent of Class Represented by Amount in Row (11)
15.11%
14. Type of Reporting Person
PN
3
<PAGE>
CUSIP No.: 00065249Q1
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Regan International Fund Limited
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
1,748,333
9. Sole Dispositive Power:
10. Shared Dispositive Power:
1,748,333
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,748,333
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
4
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13. Percent of Class Represented by Amount in Row (11)
9.20%
14. Type of Reporting Person
PN
5
<PAGE>
CUSIP No.: 00065249Q1
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Basil P. Regan
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States of America
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
104,062
8. Shared Voting Power:
5,633,469
9. Sole Dispositive Power:
104,062
10. Shared Dispositive Power:
5,633,469
11. Aggregate Amount Beneficially Owned by Each Reporting Person
5,737,531
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
6
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13. Percent of Class Represented by Amount in Row (11)
30.2%
14. Type of Reporting Person
IN
7
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The purpose of this Amendment No. 5 to the previously filed
Schedule 13D is to report that the ownership of Regan Partners,
L.P. (the "Partnership"), Regan International Fund Limited (the
"International Fund") and Basil P. Regan (together with the
Partnership and the International Fund, the "Reporting Persons")
in the Common Stock, $.01 par value (the "Shares"), of NewsEDGE
Corporation (the "Issuer") has changed as a result of a) the
Issuer reducing the total number of outstanding shares; b) the
Reporting Persons purchasing additional Shares and c) the
Reporting Persons purchasing warrants from the company in a
private placement that are exercisable into additional Shares.
Consequently, the ownership of the Partnership has changed from
13.2% to 15.11%; the International Fund and the Investment
Manager from 7.9% to 9.2%; and the beneficial ownership of Basil
P. Regan from 24.7% to 30.2% of the Shares outstanding.
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
No change.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, the Partnership owns 2,870,715
Shares; the International Fund owns 1,748,333 Shares;
and Basil P. Regan is deemed to beneficially own
5,737,531 Shares. All 5,737,531 Shares are held by
either the Partnership, the International Fund or
Basil P. Regan.
All of the Shares were purchased in open market
transactions and in private placements. The Shares
owned by the Partnership were purchased for an aggregate
purchase price of $23,605,272.10. The Shares owned by
the International Fund were purchased for an aggregate
purchase price of $15,302,990.85. The Shares
beneficially owned by Basil P. Regan were purchased for
an aggregate purchase price of $46,180,287.75.
The funds for the purchase of the Shares held by the
Partnership and the International Fund have come from
the working capital of the Partnership, the
International Fund. The funds for the purchase of the
Shares held by Basil P. Regan came from the Reporting
Person's own funds. No funds were borrowed to purchase
any of the Shares.
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Item 4. Purpose of Transactions
No change.
Item 5. Interest in Securities of Issuer
As of the date hereof, the Partnership owns 2,870,715
Shares, the International Fund owns 1,748,333 Shares and
Basil P. Regan is deemed to be the beneficial owner of
5,737,531 Shares. Based on the Issuer's filing on Form
10-Q on August 8, 2000, filing on Form 8-K on August 8,
2000 and by virtue of the warrants in the Company
purchased by the Reporting Persons in a private
placement, as of August 24, 2000 there were 18,998,706
Shares outstanding. Therefore, the Partnership owns
15.11%, the International Fund owns 9.2% and Basil P.
Regan is deemed to beneficially own 30.2% of the
outstanding Shares. The Reporting Persons have the sole
or shared power to vote, direct the vote, dispose of or
direct the disposition of all the Shares that they are
deemed to beneficially own. All transactions in the
Shares effected by the Reporting Persons since the most
recent filing on Schedule 13D were effected in
open-market transactions and are set forth in Exhibit B
hereto.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
No change.
Item 7. Material to be Filed as Exhibits
1. An agreement relating to the filing of a joint
statement as required by Rule 13d-1(f) under
the Securities Exchange Act of 1934 is filed
herewith as Exhibit A.
2. A description of the transactions in the
Shares that were effected by the Reporting
Persons since the most recent filing on
Schedule 13D is filed herewith as Exhibit B.
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Signature
The undersigned, after reasonable inquiry and to
the best of their knowledge and belief, certify that the
information set forth in this statement is true, complete
and correct.
REGAN PARTNERS, L.P.
By: /s/ Basil P. Regan
_______________________________
Basil P. Regan, General Partner
REGAN INTERNATIONAL FUND LIMITED
By: Regan Fund Management Ltd.
By: /s/ Basil P. Regan
_______________________________
Basil P. Regan, President
BASIL P. REGAN
/s/ Basil P. Regan
_______________________________
Basil P. Regan
August 25, 2000
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Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated
August 25, 2000 relating to the Common Stock of NewsEDGE
Corporation shall be filed on behalf of the undersigned.
REGAN PARTNERS, L.P.
By: /s/ Basil P. Regan
_______________________________
Basil P. Regan, General Partner
REGAN INTERNATIONAL FUND LIMITED
By: Regan Fund Management Ltd.
By: /s/ Basil P. Regan
_______________________________
Basil P. Regan, President
BASIL P. REGAN
/s/ Basil P. Regan
_______________________________
Basil P. Regan
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Exhibit B
SCHEDULE OF TRANSACTIONS - Basil P. Regan
Price Per Share
Date Shares Purchased or (Sold) (excluding commission)
____ __________________________ _____________________
5/16/00 5,000 $3.2384
8/9/00 413,332 0.0000
8/9/00 729,411 2.1250
8/11/00 9,500 2.3500
8/14/00 20,000 2.5075
8/14/00 5,000 2.4930
8/15/00 50,000 2.9757
8/16/00 24,688 2.8827
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01394002.AP7