UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
WAVEPHORE, INC.
(Name of Issuer)
COMMON STOCK - NO PAR VALUE
(Title of Class of Securities)
943567 10 7
(CUSIP Number)
Mason Best Company, L.P.
2121 San Jacinto, Suite 1000
Dallas, Texas 75201
Attn: Brien P. Smith
(214) 754-2629
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
OCTOBER 24, 1996
(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 [ ].
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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CUSIP NO. 943567 10 7 13D PAGE 2 OF 5
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(1) NAME OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Mason Best Company, L.P. 75-1974755
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
---
(b) [ ]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
N/A
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
---
PURSUANT TO ITEM 2(D) OR 2(E) [ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF (7) SOLE VOTING POWER
SHARES 0* (see Item 2)
BENEFICIALLY
OWNED BY
EACH (8) SHARED VOTING POWER
REPORTING
PERSON WITH
(9) SOLE DISPOSITIVE POWER 0* (see Item 2)
(10) SHARED DISPOSITIVE POWER
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0* (see Item 2)
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
--
CERTAIN SHARES* [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
(14) TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 943567 10 7 13D PAGE 3 OF 5
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ITEM 1. ISSUER
This statement relates to the common stock, no par value, of WavePhore,
Inc. ("Issuer"), CUSIP 943567107. The address of the Issuer's principal
executive offices is 3311 North 44th Street, Phoenix, Arizona 85018.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c) The person filing, who may be deemed to have been a beneficial
owner of the shares of common stock covered by this Form 13D, is Mason Best
Company, L.P., a limited partnership organized under the laws of, and having its
principal place of business in, Texas. Its principal address is 2121 San
Jacinto, Suite 1000, Dallas, Texas 75201. Mason Best Company, L.P. is a merchant
banking company. MB Partners, Ltd. is its sole general partner and has the same
principal place of business and address as Mason Best Company, L.P. Elvis L.
Mason owns 50% of MB Partners, Ltd., but holds 100% of the voting rights of
Mason Best Company, L.P.
(d)-(e) Neither Mason Best Company, L.P. nor MB Partners, Ltd. has, within
the past five years, been convicted in a criminal proceeding or a party to a
civil proceeding of the type specified.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source and amount of funds is not applicable as this amendment is
being filed to report a material decrease in the percentage of shares of the
Issuer beneficially owned by Mason Best Company, L.P.
ITEM 4. PURPOSE OF TRANSACTION
On September 27, 1996, the Issuer issued 500,000 shares of its common
stock to Intel Corporation pursuant to a Stock Purchase Agreement dated as of
September 13, 1996 (the "Transaction"). The Transaction caused a decrease in the
percentage of shares of the Issuer beneficially owned by Mason Best Company,
L.P. from 6% to 3.8%.
(a) Mason Best Company, L.P. may acquire or sell shares of the Issuer at
any time, subject to compliance with applicable securities laws. Effective
October 24, 1996, Mason Best Company, L.P. distributed all of the shares of the
Issuer beneficially owned by Mason Best Company, L.P. to the limited partners of
Mason Best Company, L.P. in accordance with the limited partnership agreement of
Mason Best Company, L.P. (the "Distribution"). The Distribution caused a
decrease in the percentage of shares of the Issuer beneficially owned by Mason
Best Company, L.P. from 3.8% to 0%.
(b)-(f) The material decrease in the percentage of shares of the Issuer
owned by Mason Best Company, L.P. does not involve an extraordinary transaction
such as a sale or transfer of material assets of the Issuer, a change in the
present board of directors, a material change in the capitalization or dividend
policy of Issuer, or any other change in the Issuer's structure.
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CUSIP NO. 943567 10 7 13D PAGE 4 OF 5
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(g)-(j) The material decrease in the percentage of shares of the Issuer
owned by Mason Best Company, L.P. does not involve changes that may impede the
acquisition of control of the Issuer by any person, causing any delisting,
terminating the registration of any class of securities, or any similar action.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a)-(b) Mason Best Company, L.P. is the beneficial owner for its own
account of no shares of common stock of Issuer.
(c) Effective October 24, 1996, Mason Best Company, L.P. distributed all
of the 627,270 shares of the Issuer beneficially owned by Mason Best Company,
L.P. to the limited partners of Mason Best Company, L.P. in accordance with the
limited partnership agreement of Mason Best Company, L.P. No consideration was
paid by the limited partners for the shares received by them in the
Distribution. Mason Best Company, L.P. has not effected any transactions with
respect to the Issuer's common stock during the past 60 days other than the
Distribution.
(d) No other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of these shares.
(e) On September 27, 1996, Mason Best Company, L.P. ceased to be the
beneficial owner of more than 5% of the Issuer's common stock as a result of the
Transaction.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THIS ISSUER
Mason Best Company, L.P. has no contracts, arrangements, understandings,
or relationships with respect to securities of the Issuer other than as
described below.
The Issuer agreed, in the purchase agreement pursuant to which the
securities of the Issuer were purchased by Mason Best Company, L.P. (the
"Purchase Agreement"), to file a registration statement with the Securities and
Exchange Commission no later than the six month anniversary of December 29, 1995
to register the securities of the Issuer purchased by Mason Best Company, L.P.
The Issuer also agreed to use its reasonable best efforts to have such
registration statement declared effective as soon as practicable thereafter. In
addition, Mason Best Company, L.P. agreed to transfer 119,759 shares to certain
employees of Mainstream Data, Inc. in connection with the Purchase Agreement,
and the Issuer has consented to such transfer.
Effective October 24, 1996, Mason Best Company, L.P. distributed all of
the shares of the Issuer beneficially owned by Mason Best Company, L.P. to the
limited partners of Mason Best Company, L.P. in accordance with the limited
partnership agreement of Mason Best Company, L.P.
ITEM 7.
Not Applicable.
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CUSIP NO. 943567 10 7 13D PAGE 5 OF 5
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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.
NOVEMBER 4, 1996
MASON BEST COMPANY, L.P.
By: MB Partners, Ltd.,
its General Partner
By: E.L. Mason Corporation,
its General Partner
By:/s/ BRIEN P. SMITH
Name: BRIEN P. SMITH
Title: VICE PRESIDENT
