SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 5) 1
DATA BROADCASTING CORPORATION
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
237-596-101
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(CUSIP Number)
Alan I. Annex, Esq.
Camhy Karlinsky & Stein LLP
1740 Broadway
New York, New York 10019-4315
(212)977-6600
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 25, 1998
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(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
- --------------------
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 disclosures 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>
SCHEDULE 13D/A
CUSIP No. 237-596-101 Page 2 of 8 Pages
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NAME OF REPORTING PERSONS Allan R. Tessler
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [x]
(b) [ ]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4 00
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 United States
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SOLE VOTING POWER
7
NUMBER OF 192,681 shares
-------------------------------------------------
SHARES
SHARED VOTING POWER
BENEFICIALLY 8
2,231,045 shares
OWNED BY -------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 192,681 shares
-------------------------------------------------
PERSON
SHARED DISPOSITIVE POWER
WITH 10
2,231,045 shares
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,423,726 shares
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
12
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.4%
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TYPE OF REPORTING PERSON*
14
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D/A
CUSIP No. 237-596-101 Page 3 of 8 Pages
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NAME OF REPORTING PERSONS Frances G. Tessler
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [x]
(b) [ ]
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SEC USE ONLY
3
-----------------------------------------------------------------------------
SOURCE OF FUNDS*
4 00
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
5 [ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
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SOLE VOTING POWER
7
NUMBER OF -0-
-------------------------------------------------
SHARES
SHARED VOTING POWER
BENEFICIALLY 8
2,231,045 shares
OWNED BY -------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
-------------------------------------------------
PERSON WITH
SHARED DISPOSITIVE POWER
10
2,231,045
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,231,045 shares
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
12
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13
6.8%
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TYPE OF REPORTING PERSON*
14
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D/A
CUSIP No. 237-596-101 Page 4 of 8 Pages
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NAME OF REPORTING PERSONS Tessler Family Limited Partnership
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [x]
(b) [ ]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
00
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Colorado
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SOLE VOTING POWER
7
NUMBER OF 545,000 shares
-------------------------------------------------
SHARES
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY -------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 545,000 shares
-------------------------------------------------
PERSON
SHARED DISPOSITIVE POWER
WITH 10
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
545,000 shares
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
12
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
1.7%
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TYPE OF REPORTING PERSON*
14
00
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D/A
CUSIP No. 237-596-101 Page 5 of 8 Pages
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NAME OF REPORTING PERSONS ART/FGT Family Partners Ltd.
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [x]
(b) [ ]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
00
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO [ ]
ITEMS 2(d) OR 2(e)
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Colorado
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SOLE VOTING POWER
7
NUMBER OF 1,686,045 shares
-------------------------------------------------
SHARES
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY -------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 1,686,045 shares
-------------------------------------------------
PERSON
SHARED DISPOSITIVE POWER
WITH 10
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,686,045 shares
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
12
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
5.1%
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TYPE OF REPORTING PERSON*
14
00
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
AMENDMENT NO. 5 TO SCHEDULE 13D/A
CUSIP No. 237-596-101 Page 6 of 8 Pages
Item 1. Security and Issuer.
The title of the class of equity security to which this Statement
relates is the Common Stock, $.01 par value per share (the "Common Stock"), of
Data Broadcasting Corporation, a Delaware corporation (the "Company"), which
has its principal executive offices at 3490 Clubhouse Drive, I-2, Jackson,
Wyoming 83001.
Item 2. Identity and Background.
This Statement is a joint filing on behalf of Allan R. Tessler, his wife
Frances G. Tessler, Tessler Family Limited Partnership, a Colorado limited
partnership ("TFLP"), and ART/FGT Family Partners Limited, a Colorado limited
partnership ("AFPL") (collectively, the "Reporting Persons"), and constitutes
Amendment No. 5 to the statement on Schedule 13D dated July 6, 1992, filed by
Mr. Tessler, relating to the Common Stock. The Reporting Persons are making
this filing because they may by deemed to constitute a "group" within the
meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended
(the "Act"), and as such, each of the Reporting Persons may be deemed to have
beneficial ownership of the Common Stock owned by each of the other Reporting
Persons.
Mr. Tessler initially purchased Common Stock contemporaneously with a
purchase of Common Stock by Alan J. Hirschfield, and a joint filing was made
on their behalf in the initial Schedule 13D. The existence of a group between
Messrs. Tessler and Hirschfield, however, was expressly disclaimed in
Amendment No. 1, and neither that amendment nor any subsequent amendment,
including this Amendment No. 5, was or is made as a joint filing with respect
to Messrs. Tessler and Hirschfield. There is no change in the information set
forth in any Item of the Schedule 13D, as amended by Amendments No. 1, 2, 3
and 4, except as set forth herein.
Information with respect to each of the Reporting Persons is set forth
below. Each of the Reporting Persons is responsible for the completeness and
accuracy of the information concerning such Reporting Person, and no Reporting
Person is responsible for the completeness or accuracy of the information
concerning any of the other Reporting Persons.
Allan R. Tessler is an individual with a business address at 3490
Clubhouse Drive, Jackson, Wyoming 83001. His present principal occupation or
employment is Co-Chief Executive Officer and Co-Chairman of the Board of
Directors of the Company, a corporation which provides stock market quotation
and other specialized market data services, and has an address at 3490
Clubhouse Drive, I-2, Jackson, Wyoming 83001.
Frances G. Tessler is an individual with a business address at 1100 Pine
Siskin, P. O. Box 9205, Jackson, Wyoming 83001. Her present principal
occupation or employment is financial consultant for Salomon Smith Barney, a
securities and investment banking firm with an address at 767 5th Avenue, New
York, New York 10153.
The address of the principal business and principal offices of TFLP and
AFPL is 4020 Moose-Wilson Road, P.O. Box 11749, Jackson, Wyoming 83002. TFLP
and AFPL are family limited partnerships which manage the investments and
family assets of Mr. and Mrs. Tessler. Tessler FMC, LLC (the "LLC"), a
Colorado limited liability company with its principal offices and its
principal business operations located at 4020 Moose-Wilson Road, P.O. Box
11749, Jackson, Wyoming 83002, serves as the general partner of TFLP. Mr. and
Mrs. Tessler each own a 50% membership interest in the LLC. Mr. and Mrs.
Tessler are the general partners of AFPL.
During the last five years, none of Mr. Tessler, Mrs. Tessler, TFLP,
AFPL or the LLC has been convicted in a criminal proceeding or has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which either was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Mr. and Mrs. Tessler are each citizens of the United States of America.
<PAGE>
AMENDMENT NO. 5 TO SCHEDULE 13D/A
CUSIP No. 237-596-101 Page 7 of 8 Pages
Item 3. Source and Amount of Funds or Other Consideration.
This filing does not involve any purchase by the Reporting Persons or
the LLC, but is occasioned solely by virtue of the transfer of shares from Mr.
Tessler to TFLP and AFPL as described below.
Item 4. Purpose of Transaction.
On June 25, 1998, Mr. Tessler transferred 545,000 and 1,686,045 shares
of Common Stock to TFLP and AFPL, respectively. The purpose of the
transactions was to provide for the management and investment of such Common
Stock by family limited partnerships for the benefit of Mr. and Mrs. Tessler.
Mr. and Mrs. Tessler anticipate that they will transfer their general
partnership interests in AFPL to the LLC. Upon consummation of such transfer,
the LLC may be deemed to be the beneficial owner of an additional 545,000
shares of Common Stock of the Company held of record by AFPL.
Except as set forth above, none of the Reporting Persons or the LLC has
any present plans or proposals which relate to or would result in any of the
actions specified in clauses (a) through (j) of Item 4 of the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) and (b) Mr. Tessler is the record owner of 1,014 shares of Common
Stock. Mr. Tessler is deemed to be the beneficial owner of an additional
191,667 shares of Common Stock which he is entitled to purchase pursuant to
presently exercisable options, and may be deemed to be the beneficial owner of
545,000 shares of Common Stock owned of record by TFLP and 1,686,045 shares of
Common Stock owned of record by AFPL. The aggregate number of shares of
Common Stock which Mr. Tessler may be deemed to own beneficially (2,423,726)
represents approximately 7.4% of the outstanding Common Stock of the Company,
as calculated pursuant to Rule 13d-3 promulgated under the Act. Mrs. Tessler
may be deemed to be the beneficial owner of 2,231,045 (6.8%) shares of Common
Stock of the Company, of which 545,000 (1.7%) and 1,686,045 (5.1%) are owned
of record by TFLP and AFPL, respectively. The LLC may be deemed to be the
beneficial owner of 545,000 (1.7%) shares of Common Stock of the Company owned
of record by TFLP.
Mr. and Mrs. Tessler may be deemed to share the power to vote or to
direct the vote, and to dispose or to direct the disposition, of the shares of
Common Stock owned of record by AFPL, as the general partners of AFPL, and by
TFLP, as equal owners of the membership interests in the LLC, the general
partner of TFLP. Each of Mr. and Mrs. Tessler disclaims, pursuant to Rule
13d-4 promulgated under the Act, that he or she is the beneficial owner,
within the meaning of Rule 13d-3, of the shares of Common Stock owned by the
various parties referred to in this Statement, other than such shares of
Common Stock as he or she owns of record, or may be deemed to own by reason of
his or her interest as a general partner, or equity owner thereof, in the
various partnerships described herein. Each of the entities described herein
as owning shares of Common Stock disclaims, pursuant to Rule 13d-4, beneficial
ownership of such shares as are owned by the other entities described herein.
(c) Except as set forth in Item 4 above, no transaction in the issued
and outstanding shares of the Company by any of the Reporting Persons or the
LLC has been effected during the past 60 days.
(d) None of the Reporting Persons or the LLC knows of any person who
has the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the shares of Common Stock set forth above,
except that with respect to the shares of Common Stock owned by TFLP, the LLC,
as general partner of TFLP, has the right to direct dividends and receive the
proceeds of such shares. Mr. and Mrs. Tessler do not have dispositive power
over such shares, except to the extent of their interests in the LLC.
<PAGE>
AMENDMENT NO. 5 TO SCHEDULE 13D/A
CUSIP No. 237-596-101 Page 8 of 8 Pages
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Except as otherwise noted, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named
in Item 2 and between such persons and any person with respect to any
securities of the Company, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits.
Exhibit A. Joint Filing Agreement among the Reporting Persons.
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.
July 10, 1998
/s/ Allan R. Tessler
---------------------------------------
ALLAN R. TESSLER
July 10, 1998
/s/ Frances G. Tessler
---------------------------------------
FRANCES G. TESSLER
TESSLER FAMILY LIMITED PARTNERSHIP
By: TESSLER FMC, LLC, its general
partner
July 10, 1998 By:
/s/ Allan R. Tessler
------------------------------------
Allan R. Tessler
Member
ART/FGT FAMILY PARTNERS LIMITED
July 10, 1998 By:
/s/ Allan R. Tessler
------------------------------------
Allan R. Tessler
General Partner
<PAGE>
Exhibit A
Rule 13d-1(f) AGREEMENT
The undersigned (together, the "Reporting Persons"), on this 10th day of
July, 1998, do hereby agree and consent to the joint filing of this Schedule
13D on behalf of each of the Reporting Persons, in connection with their
beneficial ownership of the common stock, par value $.01 per share, of Data
Broadcasting Corporation. This Agreement may be executed in one or more
counterparts, all of which, when taken together, will be deemed to constitute
one and the same Agreement.
/s/ Allan R. Tessler
----------------------------------------
ALLAN R. TESSLER
/s/ Frances G. Tessler
----------------------------------------
FRANCES G. TESSLER
TESSLER FAMILY LIMITED PARTNERSHIP
By: TESSLER FMC, LLC, its general partner
By:
/s/ Allan R. Tessler
------------------------------------
Allan R. Tessler
Member
ART/FGT FAMILY PARTNERS LIMITED
By:
/s/ Allan R. Tessler
------------------------------------
Allan R. Tessler
General Partner
