UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
833979206
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(CUSIP Number)
February 3, 1999
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Date of Event which Requires Filing of this Statement
Check the appropriate box to designate the Rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-(c)
[ ] Rule 13d-f(d)
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CUSIP No. 833979206 SCHEDULE 13G Page 2 of 6 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Whitehaven Group, L.L.C. - I.R.S. Identification No: 65-0830362
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
The Whitehaven Group, L.L.C. is a Delaware Limited Liability Company.
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NUMBER OF 5. SOLE VOTING POWER
SHARES 311,666 shares
BENEFICIALLY --------------------------------------------------------------
OWNED BY 6. SHARED VOTING POWER
EACH 332,499 shares
REPORTING --------------------------------------------------------------
PERSON 7. SOLE DISPOSITIVE POWER
WITH 311,666 shares
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8. SHARED DISPOSITIVE POWER
332,499 shares
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
332,499
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3%
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12. TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
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CUSIP No. 833979206 Page 3 of 6 Pages
ATTACHMENT
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Item 1. (a) Name of Issuer:
Software Publishing Corporation Holdings, Inc.
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(b) Address of Issuer's Principal Executive Offices:
3A Oak Road, Fairfield, NJ 07004
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Item 2. (a) Name of Person Filing:
The Whitehaven Group, L.L.C. is a Delaware Limited Liability
Company.
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(b) Address of Principal Business Office, or if None, Residence:
6700 North Andrews Avenue, Suite 500, Fort Lauderdale, Florida
33309
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(c) Citizenship:
See response to Number 4 on page 2
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(d) Title of Class of Securities:
Common Stock, par value $.001 per share
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(e) CUSIP No:
833979206
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Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), Check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the
Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act,
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act,
(e) [ ] Investment Adviser registered in accordance with Rule
13d-1(b)(1)(ii)(e):
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CUSIP No. 833979206 13G Page 4 of 6 Pages
(f) [ ] Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see Rule
13d-1(b)(1)(ii)(F);
(g) [ ] Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Investment Act.
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(j).
If this Statement is filed pursuant to Rule 13d-1(c), check this
box [X].
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in item 1.
(a) Amount beneficially owned: The Whitehaven Group, LLC, which
is owned by Elliot and Shelly Lowenstern as joint tenants by the
entirety, beneficially owns an aggregate of 332,499 shares of
common stock of the issuer (i) 266,666 of which shares are
issuable upon the exercise of options and (iii) 20,833 of which
shares are owned by The Lowenstern Family Partnership, L.P. the
general partner of which is Elliot Lowenstern. The aggregate
amount of shares of common stock of the Issuer beneficially
owned by The Whitehaven Group, LLC is therefore 332,499 shares.
(b) Percent of class: 8.3%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote. 311,666 shares
(ii) Shared power to vote or to direct the vote. 332,499
shares
(iii) Sole power to dispose or to direct the disposition of
311,666 shares
(iv) Shared power to dispose or to direct the disposition of
332,499 shares.
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CUSIP No. 833979206 Page 5 of 6 Pages
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 a beneficial owner of more than
five (5%) percent of the class of securities, check the following. [ ]
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
None
Item 7. Identification and Classification of the Subsidiary which Acquired
the Security Being Reported on By the Parent Holding Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certifications
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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CUSIP No. 833979206 Page 6 of 6 Pages
Signature.
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: February 3, 1999 The Whitehaven Group, LLC
By: /s/ Elliot Lowenstern
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Elliot Lowenstern, Member
