UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. *)
Factual Data Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
30309-41-06
(CUSIP Number)
Hank Gracin, Esq.
Lehman & Eilen
50 Charles Lindbergh Boulevard, Suite 505
Uniondale, New York 11553
(516) 222-0888
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communication)
June 16, 1998
(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
/_/.
class.) (See Rule 13d-7).
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.
* 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 on 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).
<PAGE>
CUSIP NO. 30309-41-06 13D Page 2 of 11 Pages
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON: Little Wing L.P., Fed. I.D. No. 13-3778596
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
7. SOLE VOTING POWER:
8. SHARED VOTING POWER: 96,585
9. SOLE DISPOSITIVE POWER:
10. SHARED DISPOSITIVE POWER: 96,585
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 96,585
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
/_/
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 3.04%
14. TYPE OF REPORTING PERSON: PN
<PAGE>
CUSIP NO. 30309-41-06 13D Page 3 of 11 Pages
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON: Quilcap Corp., Fed. I.D. No. 13-3780878
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
7. SOLE VOTING POWER:
8. SHARED VOTING POWER: 96,585
9. SOLE DISPOSITIVE POWER:
10. SHARED DISPOSITIVE POWER: 96,585
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 96,585
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
/_/
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 3.04%
14. TYPE OF REPORTING PERSON: CO
<PAGE>
CUSIP NO. 30309-41-06 13D Page 4 of 11 Pages
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON: Tradewinds Fund Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION: British Virgin Islands
7. SOLE VOTING POWER:
8. SHARED VOTING POWER: 78,088
9. SOLE DISPOSITIVE POWER:
10. SHARED DISPOSITIVE POWER: 78,088
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 78,088
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
/_/
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.46%
14. TYPE OF REPORTING PERSON: CO
<PAGE>
CUSIP NO. 30309-41-06 13D Page 5 of 11 Pages
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON: CONTRARY FUND LTD.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OR ORGANIZATION: Republic of Ireland
7. SOLVE VOTING POWER:
8. SHARED VOTING POWER: 30,827
9. SOLE DISPOSITIVE POWER:
10. SHARED DISPOSITIVE POWER: 30,827
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 30,827
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
/_/
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): .97%
14. TYPE OF REPORTING PERSON: CO
<PAGE>
CUSIP NO. 30309-41-06 13D Page 6 of 11 Pages
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON: Quilcap International Corp., Fed. I.D. No. 13-3868725
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
7. SOLE VOTING POWER:
8. SHARED VOTING POWER: 108,915
9. SOLE DISPOSITIVE POWER:
10. SHARED DISPOSITIVE POWER: 108,915
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 108,915
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
/_/
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 3.43%
14. TYPE OF REPORTING PERSON: CO
<PAGE>
CUSIP NO. 30309-41-06 13D Page 7 of 11 Pages
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON: Parker Quillen, S.S. No. ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OR ORGANIZATION: United States
7. SOLVE VOTING POWER:
8. SHARED VOTING POWER: 205,500
9. SOLE DISPOSITIVE POWER:
10. SHARED DISPOSITIVE POWER: 205,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 205,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
/_/
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.46%
14. TYPE OF REPORTING PERSON: IN
<PAGE>
CUSIP NO. 30309-41-06 13D Page 8 of 11 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Factual Data Corp.
Item 1. Security and Issuer.
The title of the class of equity security to which this statement
relates is the common stock ("Common Stock") of Factual Data Corp., a Colorado
corporation (the "Company"), whose principal executive offices are located at
5200 Hahns Peak Drive, Loveland, Colorado 80538.
Item 2. Identity and Background.
(a) This filing is made by: (i) Little Wing, L.P., a Delaware
limited partnership ("Little Wing"); (ii) Tradewinds Fund Ltd. ("Tradewinds") a
British Virgin Islands corporation which has entered into a contract to receive
investment management services from Quilcap International Corp.; (iii) Contrary
Fund Ltd. ("Contrary") a corporation formed in the Republic of Ireland which has
entered into a contract to receive investment management services from Quilcap
International Corp.; (iv) Quilcap Corp. ("Quilcap") a Delaware corporation which
is the General Partner of Little Wing; (v) Quilcap International Corp.
("International") a Delaware corporation which is the Investment Manager for
Tradewinds and Contrary; and (vi) Parker Quillen ("Quillen"), the President of
Quilcap and International.
(b) The address of Little Wing is c/o Quilcap Corp., 375 Park
Avenue - Suite 1404, New York, New York 10152. Quilcap, International,
Tradewinds, Contrary and Quillen all share the same address with Little Wing.
(c) (i) The principal business of Little Wing is that of a
private investment entity engaging in the purchase and sale of securities; (ii)
the principal business of Quilcap is serving as General Partner of Little Wing;
(iii) the principal business of Tradwinds and Contrary is that of private
investment entities engaging in the purchase and sale of securities; (iv) the
principal business of International is serving as Investment Manager for various
entities, including Tradewinds and Contrary; and (iv) the principal business of
Quillen is serving as the President of Quilcap and International.
(d) None of the persons referred to in paragraph 2 (a) above
has, during the last five (5) years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
<PAGE>
CUSIP NO. 30309-41-06 13D Page 9 of 11 Pages
(e) None of the persons referred to in paragraph 2 (a) above
has, during the last five (5) years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations or, prohibiting or mandating activities subject to, Federal or
State securities laws or finding any violation with respect to such laws.
(f) Mr. Quillen is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration
The shares of Common Stock acquired by Little Wing, Tradewinds and
Contrary, respectively, were in each case purchased with their working capital
in open market transactions.
Item 4. Purpose of the Transaction
Little Wing, Tradewinds and Contrary acquired the shares of Common
Stock in the Company for investment purposes only. Little Wing, Tradewinds and
Contrary may make further purchases of Common Stock from time to time and each
entity may dispose of any or all of the respective shares of Common Stock held
by it at any time. Little Wing, Quilcap, Tradewinds, Contrary, International and
Quillen have no plans or proposals which relate to, or could result in, any of
the matters referred to in paragraphs (b) through (j), inclusive, of Item 4 of
Schedule 13D. Any of the entities and/or Quillen may, at any time and from time
to time, review or reconsider their respective positions with respect to the
Company, and formulate plans or proposals with respect to the Company, and
formulate plans or proposals with respect to any of such matters, but has no
present intention of doing so.
Item 5. Interest in Securities of the Issuer
(a) As of June 23, 1998, Little Wing beneficially owned 96,585 shares
of Common Stock, constituting approximately 3.04% of the shares outstanding
based on the Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1998.
Little Wing engaged in the following transactions in the Company's
Common Stock during the 60 days prior to the June 23, 1998 date of this Report:
<TABLE>
<S> <C>
5/13/98..........................................Purchased 29,300 shares at $5.60 per share
5/13/98..........................................Sold 29,300 shares at $6.625 per share
5/13/98..........................................Purchased 29,300 shares at $5.50 per share
5/13/98..........................................Purchased 32,500 shares at $6.60 per share
5/14/98..........................................Purchased 5,000 shares at $6.625 per share
5/15/98..........................................Purchased 2,500 shares at $6.75 per share
5/18/98..........................................Sold 29,300 shares at $6.625 per share
5/18/98..........................................Purchased 14,650 shares at $6.625 per share
5/18/98..........................................Purchased 10,000 shares at $6.732 per share
5/20/98..........................................Purchased 5,000 shares at $6.6875 per share
</TABLE>
<PAGE>
CUSIP NO. 30309-41-06 13D Page 10 of 11 Pages
<TABLE>
<S> <C>
5/22/98..........................................Purchased 5,350 shares at $6.625 per share
6/16/98..........................................Purchased 905 shares at $7.75 per share
6/18/98..........................................Purchased 3,290 shares at $8.45 per share
6/19/98..........................................Purchased 5,640 shares at $8.6554 per share
6/23/98..........................................Purchased 11,750 shares at $8.88 per share
</TABLE>
(b) As of June 23, 1998, Tradewinds beneficially owned 78,088 shares of
Common Stock, constituting approximately 2.46% of the shares outstanding based
on the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1998.
Tradewinds engaged in the following transactions in the Company's
Common Stock during the 60 days prior to the June 23, 1998 date of this Report:
<TABLE>
<S> <C>
5/13/98..........................................Purchased 22,100 shares at $6.60 per share
5/14/98..........................................Purchased 3,400 shares at $6.625 per share
5/15/98..........................................Purchased 1,700 shares at $6.75 per share
5/18/98..........................................Purchased 9,950 shares at $6.625 per share
5/18/98..........................................Purchased 6,800 shares at $6.732 per share
5/20/98..........................................Purchased 3,400 shares at $6.6875 per share
5/22/98..........................................Purchased 3,638 shares at $6.625 per share
6/16/98..........................................Purchased 10,380 shares at $7.75 per share
6/18/98..........................................Purchased 2,600 shares at $8.45 per share
6/19/98..........................................Purchased 4,560 shares at $8.6554 per share
6/23/98..........................................Purchased 9,500 shares at $8.88 per share
</TABLE>
(c) As of June 23, 1998, Contrary beneficially owned 30,827 shares of
Common Stock, constituting approximately .97% of the shares outstanding based
on the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1998.
Contrary engaged in the following transactions in the Company's Common
Stock during the 60 days prior to the June 23, 1998 date of this Report:
<TABLE>
<S> <C>
5/13/98..........................................Purchased 10,400 shares at $6.60 per share
5/14/98..........................................Purchased 1,600 shares at $6.625 per share
5/15/98..........................................Purchased 800 shares at $6.75 per share
5/18/98..........................................Purchased 4,700 shares at $6.625 per share
5/18/98..........................................Purchased 3,200 shares at $6.732 per share
5/20/98..........................................Purchased 1,600 shares at $6.6875 per share
5/22/98..........................................Purchased 1,712 shares at $6.625 per share
6/16/98..........................................Purchased 215 shares at $7.75 per share
6/18/98..........................................Purchased 1,050 shares at $8.45 per share
6/19/98..........................................Purchased 1,800 shares at $8.6554 per share
6/23/98..........................................Purchased 3,750 shares at $8.88 per share
</TABLE>
(d) Little Wing has the power to vote and to dispose of the shares of
Common Stock owned by it, which power may be exercised by Quillen, as President
of Quilcap, Little Wing's General Partner.
(e) Tradewinds and Contrary each have the power to vote and dispose of
their respective shares, which power may be exercised by Quillen, as
<PAGE>
CUSIP NO. 30309-41-06 13D Page 11 of 11 Pages
President of International, the Investment Manager to both entities.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Not applicable.
Item 7. Material to be Filed as Exhibits
Not applicable.
Signatures
After reasonable inquiry and to the best of his and its knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated: As of June 23, 1998
LITTLE WING, L.P. QUILCAP CORP.
By: Quilcap Corp.,
General Partner
By: /s/ Parker Quillen By: /s/ Parker Quillen
---------------------------- ------------------------
Parker Quillen - President Parker Quillen - President
TRADEWINDS FUND LTD. QUILCAP INTERNATIONAL CORP.
By: Quilcap International Corp,
General Partner
By: /s/ Parker Quillen By: /s/ Parker Quillen
----------------------------- ------------------------
Parker Quillen - President Parker Quillen - President
CONTRARY FUND LTD.
By: Quilcap International Corp,
General Partner
By: /s/ Parker Quillen /s/ Parker Quillen
---------------------------- ---------------------------
Parker Quillen - President Parker Quillen
