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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ____)
TRACK DATA CORPORATION
________________________________________________________________________________
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
________________________________________________________________________________
(Title of Class of Securities)
891918104
_______________________________________________________________
(CUSIP Number)
Pamela Klein-Kurland, Esq.
E. D. & F. Man International Inc.
440 South LaSalle Street
Chicago, Illinois 60605
(312) 663-7500
________________________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 18, 2000
_______________________________________________________________
(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.
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NAME OF FILING PERSONS
1 SS OR IRS IDENTIFICATION NOS. OF ABOVE PERSONS
E. D. & F. Man International Inc.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4 OO/1/
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 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
0
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 0/2/
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH FILING PERSON
11
0
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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
0%/3/
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TYPE OF FILING PERSON
14
CO
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/1/ The Filing Person was a pledgee of certain shares of Common Stock of the
Issuer with respect to which it foreclosed and sold 12,021,912 shares. The
Filing Person did not purchase the securities and disclaims beneficial
ownership of such securities. The proceeds of sales of the securities were
applied to amounts owed to the Filing Person by the pledgors of the shares.
/2/ The Filing Person held dispositive power over 15,990,000 shares of Common
Stock of the Issuer from the date it declared a default by the pledgors and
determined to dispose of the pledged securities until such time as pledgors'
obligations to the Filing Person were satisfied. Those obligations are now
satisfied, and Filing Person has no current dispositive power over any
shares. See item 5(a).
/3/ At the time the Filing Person obtained dispositive power over the pledged
shares, these shares represented 25.19% of the outstanding shares of the
Issuer.
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Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $.01 per share (the
"Common Stock"), of Track Data Corporation, a Delaware corporation (the
"Issuer"). The principal executive office of the Issuer is located at 56 Pine
Street, New York, New York 10005.
Item 2. Identity and Background.
(a) This statement is filed by E. D. & F. Man International Inc., a
Delaware corporation.
(b) The business address of E. D. & F. Man International Inc. is 440
South LaSalle Street, Chicago, Illinois 60605.
(c) E. D. & F. Man International Inc. is a registered broker/dealer and
futures commission merchant.
(d) During the past five years, E. D. & F. Man International Inc. has not
been convicted in a criminal proceeding.
(e) During the past five years, E. D. & F. Man International Inc. has been
a party to civil proceedings of judicial and administrative bodies arising in
connection with the Filing Person's business as a broker/dealer and futures
commission merchant. The proceedings are disclosed in the ordinary course of the
Filing Person's business as part of the Filing Person's broker/dealer
registration. Summaries of the proceedings are available through the Central
Registration Depository maintained by the National Association of Securities
Dealers, Inc. and copies of the originally filed "disclosure reporting pages" of
the proceedings are available from the Securities and Exchange Commission.
(f) United States.
Item 3. Source and Amount of Funds or Other Consideration.
The Filing Person was a pledgee of 15,990,000 shares of Common Stock of the
Issuer (the "Pledged Shares"). As a result of the default of pledgors under
certain standard margin agreements entered into by such pledgors, the Filing
Person obtained the power to dispose of the Pledged Shares. The Filing Person
has not entered into agreements with the pledgors, other than the margin
agreements, for the purpose of acquiring, holding, trading or voting the Pledged
Shares. The Filing Person obtained the power to dispose of the Pledged Shares
and sold certain of the Pledged Shares solely as a result of pledgors' default.
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Item 4. Purpose of Transaction.
As described in Item 3 above, the Filing Person obtained the power to
dispose of the Pledged Shares and sold certain of the Pledged Shares solely as a
result of defaults by the pledgors, of the Pledged Shares. The Filing Person
disposed of 12,021,913 shares of Common Stock ("Shares") on April 18 and 19,
2000, as market and other conditions warranted to satisfy the amounts owed to it
by the pledgors. The Filing Person directly sold the 12,021,913 Shares in the
market in 26 transactions at then prevailing prices. Except as set forth above,
the Filing Person has no, and has never had, present plans or proposals which
would result in or relate to any of the transactions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of April 18, 2000, the Filing Person had the power to dispose of
15,990,000 shares of Common Stock, the Pledged Shares, representing 25.19% of
the outstanding Common Stock of the Issuer, as a result of the Filing Person's
declaration of pledgors' default and determination to exercise its power to
dispose of such shares as necessary to satisfy pledgors' account debits. Such
percentage was determined based on 63,483,540 shares of Common Stock outstanding
as of March 1, 2000 as reported on the Issuer's Form 10-K filed March 30, 2000
for the quarter ended December 31, 1999. On April 18 and 19, 2000, the Filing
Person sold 12,021,913 shares of Common Stock to satisfy the then existing
payment obligations of the pledgors. As a result of such sales, the Filing
Person has no current lien on or interest in the remaining 3,968,087 shares of
Common Stock of the Issuer held in accounts at the Filing Person by the
pledgors. As of the date of this filing, the Filing Person does not beneficially
own any shares of Common Stock of the Issuer.
(b) The Filing Person does not have and never has had any power to vote or
direct the vote of any shares of Common Stock of the Issuer. The Filing Person
had the sole power to dispose of the Pledged Shares from the time of the Filing
Person's declaration of a default and determination to exercise its power to
dispose of such shares until full satisfaction of pledgors' account debits. The
Filing Person now has no power to dispose of any shares of Common Stock of the
Issuer. Pursuant to Rule 13d-4, the Filing Person expressly disclaims ownership
of the Pledged Shares.
(c) On April 18, 2000, the Filing Person sold 672,500 shares of Common
Stock of the Issuer in seven transactions with market makers in the NASDAQ Stock
Market at an average price of $2.24 per share. On April 19, 2000, the Filing
Person sold 11,349,413 shares of Common Stock of the Issuer in 19 transactions
with market makers in the NASDAQ Stock Market at an average price of $1.9934 per
share.
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(d) The Hertz Charitable Foundation and The Hertz Investors Group II were
the pledgors of 3,990,000 and 12,000,000 shares of Common Stock of the Issuer,
respectively. Barry Hertz, Chief Executive Officer of the Issuer is the trustee
of the Hertz Charitable Foundation and the Managing Partner of the Hertz
Investors Group II and is the guarantor of the accounts maintained at the Filing
Person by The Hertz Charitable Foundation and The Hertz Investors Group II. The
Filing Person is not part of any group within the meaning of Section 13(d)(3) of
the Exchange Act. The Filing Person has no view or opinion regarding the control
and management of the Issuer or the securities of the Issuer other than as
directly related to rights and preferences of the securities which the Filing
Person had the power to sell.
(e) The Filing Person ceased to be the beneficial owner of any shares of
Common Stock of the Issuer on April 19, 2000.
Except as set forth above, the Filing Person has no present interest that
would result in or relate to any of the matters described in subparagraphs (a)
through (e) of Item 5 of Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Other than as described herein, the Filing Person has no contracts,
arrangements, understandings or relationships with the Issuer, the pledgors or
any control persons or affiliates of the Issuer.
Item 7. Material to be Filed as Exhibits.
None
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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.
April 26, 2000
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(Date)
/s/ Thomas M. Harte
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(Signature)
Thomas M. Harte
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(Name)
