SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Infosafe Systems, Inc.
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(Name of Issuer)
Class A Common Stock, $.01 par value
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(Title of Class of Securities)
456913 10 2
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(CUSIP Number)
Check the following box if a fee is being paid with this statement |_|. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
* 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 ("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).
(Continued on following page(s))
Page 1 of 5 Pages
<PAGE>
CUSIP No. 456913 10 2 13G Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alan N. Alpern
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ____
(b) ____
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
- -----------------------------------------------------------------
5 SOLE VOTING POWER
185,364 (See Item 4)
6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER
185,364 (See Item 4)
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
185,364 (See Item 4)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|X| See Item 4
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.2%
12 TYPE OF REPORTING PERSON*
IN
SEC 174__ (6-__) * SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 5 Pages
Item 1(a). Name of Issuer : Infosafe Systems, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
342 Madison Avenue
New York, NY 10173
Item 2(a). Name of Person Filing: Alan N. Alpern
Item 2(b). Address of Principal Business Office or if none, Residence:
342 Madison Avenue
New York, NY 10173
Item 2(c). Citizenship: United States
Item 2(d). Title of Class of Securities: Class A Common Stock, $.01 par
value ("Class A Common Stock")
Item 2(e). CUSIP Number: 456913 10 2
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
Inapplicable
Item 4. Ownership:
(a) Amount Beneficially Owned: As of December 31, 1996, Mr. Alpern
beneficially owed 185,364 shares of the Issuer's Class A Common
Stock, which consists of 50,000 shares of Class A Common Stock
underlying options exercisable within 60 days and 135,364 shares
of Class A Common Stock issuable upon conversion of shares of
Class B Common Stock, $.01 par value ("Class B Common Stock," and
together with the Class A Common Stock, the "Common Stock"). This
amount does not include 18,218 shares of Class A Common Stock
issuable upon conversion of shares of Class B Common Stock owned
by Mr. Alpern's wife, to which Mr. Alpern disclaims beneficial
ownership, an aggregate of 135,364 shares of Class E-1 and
Class E-2 Common Stock ("Class E Shares"), which are subject to
forfeiture and which classes of stock are not registered under
Section 12 of the Securities Exchange Act of 1934, and an
aggregate of 34,977 Class E Shares owned by Mr. Alpern's wife, as
to which Mr. Alpern disclaims beneficial ownership.
<PAGE>
Page 4 of 5 Pages
(b) Percent of Class: As of December 31, 1996, the 185,364 Shares
of Issuer's Class A Common Stock beneficially owned by Mr.
Alpern constitute 4.2% of the Issuer's Common Stock
outstanding. Does not give effect to the Class E Shares
beneficially owned by Mr. Alpern or any shares of Common Stock
or Class E Shares owned by Mr. Alpern's wife.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 185,364
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: 185,364
(iv) shared power to dispose of or to direct the disposition of: 0
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 [X].
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Inapplicable
Item 7. Identification and Classification of Subsidiary Which Acquired the
Securities
Inapplicable
Item 8. Identification and Classification of Members of the Group
Inapplicable
Item 9. Notice of Dissolution of Group
Inapplicable
Item 10. Certification
Inapplicable
<PAGE>
Page 5 of 5 Pages
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 5, 1997
By: /s/ Alan N. Alpern
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Alan N. Alpern
