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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. 2) (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)
JANUARY 1999
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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.
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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 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).
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SCHEDULE 13D/A
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CUSIP No. 237-596-101 Page 2 of 7 Pages
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1 | NAME OF REPORTING PERSONS Alan J. Hirschfield
|
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
- --------------------------------------------------------------------------------
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 | (a) |X|
| (b) |_|
- --------------------------------------------------------------------------------
3 | SEC USE ONLY
|
|
- --------------------------------------------------------------------------------
4 | SOURCE OF FUNDS*
|
| 00
- --------------------------------------------------------------------------------
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
| TO ITEMS 2(d) OR 2(e)
| |_|
- --------------------------------------------------------------------------------
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
|
| United States
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| 7 | SOLE VOTING POWER
| |
| | 233,333 shares
NUMBER OF SHARES |-----|--------------------------------------
BENEFICIALLY | 8 | SHARED VOTING POWER
OWNED BY EACH | |
REPORTING PERSON | | 1,212,145 shares
WITH |-----|--------------------------------------
| 9 | SOLE DISPOSITIVE POWER
| |
| | 233,333 shares
|-----|--------------------------------------
| 10 | SHARED DISPOSITIVE POWER
| |
| | 1,212,145 shares
- --------------------------------------------------------------------------------
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 1,445,478 shares
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12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
| SHARES*
| |_|
- --------------------------------------------------------------------------------
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| 4.17%
- --------------------------------------------------------------------------------
14 | TYPE OF REPORTING PERSON*
|
| IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D/A
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CUSIP No. 237-596-101 Page 3 of 7 Pages
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1 | NAME OF REPORTING PERSONS Alan J. Hirschfield Living Trust
|
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
- --------------------------------------------------------------------------------
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 | (a) |X|
| (b) |_|
- --------------------------------------------------------------------------------
3 | SEC USE ONLY
|
|
- --------------------------------------------------------------------------------
4 | SOURCE OF FUNDS*
|
| 00
- --------------------------------------------------------------------------------
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
| TO ITEMS 2(d) OR 2(e)
| |_|
- --------------------------------------------------------------------------------
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
|
| Wyoming
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| 7 | SOLE VOTING POWER
| |
| | 1,212,145 shares
NUMBER OF SHARES |-----|--------------------------------------
BENEFICIALLY | 8 | SHARED VOTING POWER
OWNED BY EACH | |
REPORTING PERSON | | -0-
WITH |-----|--------------------------------------
| 9 | SOLE DISPOSITIVE POWER
| |
| | 1,212,145 shares
|-----|--------------------------------------
| 10 | SHARED DISPOSITIVE POWER
| |
| | -0-
- --------------------------------------------------------------------------------
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 1,212,145 shares
- --------------------------------------------------------------------------------
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
| SHARES*
| |_|
- --------------------------------------------------------------------------------
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| 3.52%
- --------------------------------------------------------------------------------
14 | TYPE OF REPORTING PERSON*
|
| 00
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
AMENDMENT NO. 2 TO SCHEDULE 13D/A
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CUSIP No. 237-596-101 Page 4 of 7 Pages
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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, Wilson, Wyoming 83014.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is a joint filing on behalf of Alan J. Hirschfield and the
Alan J. Hirschfield Living Trust, a Wyoming trust (the "Trust") (collectively,
the "Reporting Persons"), and constitutes Amendment No. 2 to the statement on
Schedule 13D dated July 6, 1992, filed by Mr. Hirschfield, 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. Hirschfield initially purchased Common Stock contemporaneously with a
purchase of Common Stock by Allan R. Tessler, and a joint filing was made on
their behalf in the initial Schedule 13D. The existence of a group between
Messrs. Hirschfield and Tessler, however, was expressly disclaimed in Amendment
No. 1, and neither that amendment nor any subsequent amendment, including this
Amendment No. 2, was or is made as a joint filing with respect to Messrs.
Hirschfield and Tessler. There is no change in the information set forth in any
Item of the Schedule 13D, as amended by Amendment No. 1, 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.
Alan J. Hirschfield is an individual with a business address at 3490
Clubhouse Drive, Wilson, Wyoming 83014. 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, Wilson, Wyoming 83014.
The address of the principal business and principal offices of the Trust is
3490 Clubhouse Drive, Wilson, Wyoming 83014. The Trust manages Mr. Hirschfield's
investments and assets. Mr. Hirschfield serves as the trustee of the Trust.
During the last five years, neither Mr. Hirschfield nor the Trust 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. Hirschfield is a citizen of the United States of America.
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AMENDMENT NO. 2 TO SCHEDULE 13D/A
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CUSIP No. 237-596-101 Page 5 of 7 Pages
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This filing does not involve any purchase by the Reporting Persons, but is
occasioned solely by virtue of the transfer of shares from the Trust as
described below.
ITEM 4. PURPOSE OF TRANSACTION.
On November 28, 1989, Mr. Hirschfield transferred 2,103,945 shares of
Common Stock to the Trust. The purpose of the transaction was to provide for the
management and investment of such Common Stock by the Trust for the benefit of
Mr. Hirschfield.
In December 1998 and January 1999, the Trust sold 875,000 shares of Common
Stock in the open market at various prices. In June and December, 1998, and
January,1999, the Trust gifted a total of 23,800 shares of Common Stock to Cure
for Lymphoma Foundation, Wind River Health Promotion Program, J.H. Community
Housing Trust, Bennington College, University of Oklahoma, Community Foundation
of J.H., Grand Teton Music Festival, Dana Farber Cancer Institute.
Except as set forth above, none of the Reporting Persons has any present
plans or proposals that 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. Hirschfield is deemed to be the beneficial owner of 233,333
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 1,212,145
shares of Common Stock owned of record by the Trust. The aggregate number of
shares of Common Stock that Mr. Hirschfield may be deemed to own beneficially is
1,445,478 and represents approximately 4.17% of the outstanding Common Stock of
the Company, as calculated pursuant to Rule 13d-3 promulgated under the Act.
Mr. Hirschfield 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 the Trust, as the trustee of the Trust. Mr. Hirschfield
disclaims, pursuant to Rule 13d-4 promulgated under the Act, that he 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 owns of record, or may be deemed to own by
reason of his interest as a trustee, or equity owner thereof, in the various
parties described herein. Each of the parties 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 parties 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 has been
effected during the past 60 days.
(d) None of the Reporting Persons 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 owed by the Trust, Mr. Hirschfield, as
trustee of the Trust, has the right to direct dividends and receive the proceeds
of such shares. Mr. Hirschfield does not have dispositive power over such
shares, except to the extent of his interest as trustee.
(e) Not applicable.
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AMENDMENT NO. 2 TO SCHEDULE 13D/A
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CUSIP No. 237-596-101 Page 6 of 7 Pages
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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.
November 24, 1999 /s/ Alan J. Hirschfield
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ALAN J. HIRSCHFIELD
ALAN J. HIRSCHFIELD LIVING TRUST
November 24, 1999 By: /s/ Alan J. Hirschfield
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Alan J. Hirschfield
Trustee
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AMENDMENT NO. 2 TO SCHEDULE 13D/A
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CUSIP No. 237-596-101 Page 7 of 7 Pages
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Exhibit A
Rule 13d-1(f) AGREEMENT
The undersigned (together, the "Reporting Persons"), on this 24th day of
November, 1999, 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.
November 24, 1999 /s/ Alan J. Hirschfield
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ALAN J. HIRSCHFIELD
ALAN J. HIRSCHFIELD LIVING TRUST
November 24, 1999 By: /s/ Alan J. Hirschfield
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Alan J. Hirschfield
Trustee
