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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
NFO WORLDWIDE, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
629103 10 2
(CUSIP Number)
JAMES M. DUBIN, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 AVENUE OF THE AMERICAS
NEW YORK, N.Y. 10019-6064
TEL. NO.: (212) 373-3000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
NOVEMBER 3, 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
statement because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting 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 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).
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2
SCHEDULE 13D
CUSIP NO. 629103 10 2 PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William E. Lipner
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
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 of America
7 SOLE VOTING POWER
NUMBER OF 534,687
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
236,550
9 SOLE DISPOSITIVE POWER
534,687
10 SHARED DISPOSITIVE POWER
236,550
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
771,237
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
14 TYPE OF REPORTING PERSON
IN
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CUSIP NO. 629103 10 2 13D
Amendment No. 5 to Schedule 13D
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The statement on Schedule 13D filed by William E. Lipner on November
19, 1993, as amended by Amendment No. 1 filed on March 4, 1994, Amendment No. 2
filed on May 9, 1994 and Amendment No. 3 filed on July 24, 1995, and Amendment
No. 4 filed on April 16, 1997 (the "Statement") relating to the Common Stock,
par value $.01 per share (the "Common Stock"), issued by NFO Worlwide, Inc. (the
"Company"), is hereby amended by this Amendment No. 5 as indicated below. Unless
otherwise stated, all capitalized terms used herein shall have the meanings
assigned to them in the Statement. The Statement, as amended by this Amendment
No. 5, shall be hereinafter referred to as the "Amended Statement." This
Amendment No. 5 reports Mr. Lipner's disposition of an aggregate of 193,100
shares of Common Stock of the Company on November 3, 1997. Mr. Lipner is
Chairman of the Board and Chief Executive Officer of the Company. All share
amounts in this Amendment No. 5 reflect the Company's three for two stock split
effected on October 15, 1997 for stockholders of record on September 30, 1997.
The purpose of this Statement is to terminate Mr. Lipner's filing requirement.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY
Item 5 is hereby amended and restated to read, in its entirety, as
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follows:
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Mr. Lipner beneficially owns, directly or indirectly, 771,237 shares
of Common Stock of the Company, representing approximately 3.7% of the
outstanding Common Stock of the Company. This percentage was calculated in
accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, and is based on information provided by the Company as of November 3,
1997. Such information reflected the issuance of approximately 2.59 million
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CUSIP NO. 629103 10 2 13D
shares of Common Stock by the Company in connection with the acquisition of
Prognostics in April 1997, and the issuance of approximately 2.046 million
shares of Common Stock by the Company in connection with the acquisition of The
MBL Group PLC.
(a) The 771,237 shares beneficially owned by Mr. Lipner consist of:
(i) 534,687 shares directly owned by Mr. Lipner, of which 266,625 are shares
underlying currently exercisable stock options, and (ii) 236,550 shares
indirectly owned by him, 151,500 of which are owned directly by his wife,
Deborah Lipner (the "Spouse Shares"), and 85,050 of which are held in custodial
accounts and trusts for their sons Justin Drew Lipner and Wesley Edwin Lipner
(the "Custodian Shares").
A trust holds 5,062 shares of Common Stock of the Company for the
benefit of Deborah Lipner. However, since the trustee of the trust has sole
voting and investment power with respect to the shares, Mr. Lipner does not
beneficially own such shares.
(b) With respect to the 534,687 shares reported as directly owned by
Mr. Lipner above, he has sole voting and investment power. Mr. Lipner and
Deborah Lipner share voting and investment power with respect to the Spouse
Shares and the Custodian Shares.
(c) (i) Mr. Lipner effected the following sale of Common Stock of
the Company through the Nasdaq National Market on the dates specified:
Date of Sale Number of Shares Sold Price of Stock
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November 3, 1997 116,225 $17.37
Except for such sale, Mr. Lipner has not effected any transactions in Common
Stock during the past sixty days.
(ii) Deborah Lipner effected the following sale of Common Stock of
the Company through the Nasdaq National Market on the date specified:
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CUSIP NO. 629103 10 2 13D
Date of Sale Number of Shares Sold Price of Stock
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November 3, 1997 76,875 $17.37
Except for such sale, Deborah Lipner has not effected any transactions in Common
Stock during the past sixty days.
(d) Mr. Lipner has no knowledge of any person, other than Deborah
Lipner and their sons, having 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 reported herein.
(e) Not applicable.
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CUSIP NO. 629103 10 2 13D
After reasonable inquiry and to the best of my knowledge and belief,
I, William E. Lipner, hereby certify that the information set forth in this
statement is true, complete and correct.
November 19, 1997
/s/ William E. Lipner
William E. Lipner
