SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Sapiens International Corporation N.V.
(Name of issuer)
Common Stock par value 1.00 Dutch Guilder
(title of class of securities)
N7716A 10 2
(CUSIP number)
Steven B. King, Esquire
Mesirov Gelman Jaffe Cramer & Jamieson
1735 Market Street
Philadelphia, PA 19103
215-994-1037
(Name, address and telephone number of persons authorized
to receive notices and communications)
May 21, 1997
(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).
Page 1 of 3
<PAGE>
AMENDMENT NO. 2 TO SCHEDULE 13D
CUSIP NO. N7716A 10 2 13D PAGE 2 OF 3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Sapiens Securities Litigation Settlement Fund
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
SC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
7 SOLE VOTING POWER
592,593
NUMBER OF SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING 0
PERSON WITH
9 SOLE DISPOSITIVE POWER
592,593
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
592,593
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3 %
14 TYPE OF REPORTING PERSON 00
(2)
<PAGE>
PAGE 3 OF 3
Item 5. Interest in Securities of the Issuer
(a) The Settlement Fund is the beneficial owner of the following
Shares:
Number of Shares Percent of Class* Description
592,593 4.3% Shares Obtainable on
Conversion of Preferred
Stock at any time at
option of Settlement Fund
*Calculated pursuant to Rule 13d-3(d) under the Securities Exchange Act of 1934,
as amended.
(c) The following transactions in the Shares were effected by the
Shareholder since the Shareholder's filing of Amendment No. 1 to Schedule 13D.
Trade Date Nature of Transaction Price Per Share Number of Shares
5/21/97 Sale $3.4780 134,155
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
SAPIENS SECURITIES LITIGATION
SETTLEMENT FUND
Dated: May 27, 1997 By: /s/ Todd S. Collins
Todd S. Collins, Esquire, Counsel
#383336
(3)
