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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 2 )(1)
WavePhore, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Shares
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(Title of Class of Securities)
943567 - 10 - 7
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(CUSIP Number)
October 12, 1998
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(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)
[_] Rule 13d-1(c)
[X] Rule 13d-1(d)
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(1) 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 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 13G Page 2 of 4 Pages
______________________________ ______________________________
________________________________________________________________________________
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
David E. Deeds
________________________________________________________________________________
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 5,364,861
_________________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
_________________________________________________________________
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 5,364,861
_________________________________________________________________
PERSON 8. SHARED DISPOSITIVE POWER
WITH
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,364,861
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.6%
________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 4 pages
ITEM 1.
(a) Name of Issuer: WavePhore, Inc.
(b) Address of Issuer's Principal Executive Offices:
3311 N. 44th Street, Phoenix, AZ 85018
ITEM 2.
(a) Name of Person Filing: David E. Deeds
(b) Address of Principal Business Office or, if none, Residence: 3311 N.
44th Street, Phoenix, AZ 85018
(c) Citizenship: United States of America
(d) Title of Class of Securities: Common Shares
(e) CUSIP Number: 943567-10-7
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b)
OR (c), CHECK WHETHER THE PERSON FILING IS a:
(a) [ ] Broker or Dealer registered under Section 15 of the Exchange
Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the
Exchange Act;
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act;
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)
(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [ ]
ITEM 4. OWNERSHIP
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned: 5,364,861 (including 501,963 Common Shares
issuable upon conversion of Series 1994 Cumulative Convertible Preferred
Shares and 1,300,000 Common Shares subject to presently exercisable
employee stock options)
(b) Percent of Class: 17.6%
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Page 4 of 4 pages
(c) Number of shares as to which such person has
(i) sole power to vote or to direct the vote: 5,364,861*
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of:
5,364,861*
(iv) shared power to dispose or to direct the disposition of: 0
* Includes 501,963 Common Shares issuable upon conversion of Series 1994
Cumulative Convertible Preferred Shares and 1,300,000 Common Shares
subject to presently exercisable employee stock options.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following: [ ]
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
Not applicable.
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.
February 11, 1999
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Date
/S/ David E. Deeds
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Signature
David E. Deeds
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Name/Title
