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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13 G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
FOREFRONT GROUP, INC.
(NAME OF ISSUER)
Common stock, $0.01 par value
(TITLE OF CLASS OF SECURITIES)
34545P105
(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).
Page 1 of 5.
SEC 1745 (10-88)
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- ----------------------- ---------------------
CUSIP NO. 34545P105 13G PAGE 2 OF 5 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FAYEZ SAROFIM
###-##-####
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
U.S.A.
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF 215,504
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 215,504
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
215,504
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
4.6%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
Amendment No. 1 to Schedule 13(G)
Under the Securities Exchange Act of 1934
Item 1(a) Name of Issuer:
ForeFront Group, Inc.
Item 1(b) Address of Issuer's Principal Executive Office:
1360 Post Oak Boulevard, Suite 150
Houston, Texas 77056
Item 2(a) Name of Person Filing:
Fayez Sarofim & Co. and Fayez Sarofim
Item 2(b) Address of Principal Business Office, or if none, Residence:
2907 Two Houston Center
Houston, Texas 77010
Item 2(c) Citizenship:
U. S. A.
Item 2(d) Title of Class of Securities:
Common stock, $0.01 par value
Item 2(e) CUSIP Number:
34545P105
Item 3 Filing required pursuant to the Rules 13d-1(b), or 13d-2(b),:
Fayez Sarofim & Co. is an Investment Adviser registered under Section
203 of the Investment Advisers Act of 1940. Fayez Sarofim is Chairman
of the Board and President, a director and owner of a majority of the
outstanding capital stock of Fayez Sarofim & Co. and may be considered
a parent holding company of Fayez Sarofim & Co. within the meaning of
Rule 13d-1(b)(1)(ii)(G).
Item 4 Ownership as of December 31, 1996:
(a) Amount Beneficially Owned:
(i) 0 shares are held in accounts managed by Sarofim Trust Co.,
a wholly owned subsidiary of Fayez Sarofim & Co., for numerous
clients. Pursuant to its contract with its clients, Sarofim Trust
Co. has investment discretion with respect to such investment
advisory accounts. The clients are entitled to the economic
benefits (dividend payments and sales proceeds) of ownership of
such shares. Each client also has the right to terminate its
relationship with Sarofim Trust Co. at any time. Because Sarofim
Trust Co. has power to dispose, or to direct the disposition of,
such shares, it may be deemed to be the beneficial owner of these
shares for the purposes of the Rule 13d-3 under the Securities
Exchange Act of 1934. Because Fayez Sarofim is Chairman of the
Board and President, a director and owner of a majority of the
outstanding capital stock of Fayez Sarofim & Co., he may also be
deemed to be an indirect beneficial owner of these shares for the
purposes of Rule 13d-3.
(ii) 215,504 shares are owned of record and beneficially by Fayez
Sarofim. Fayez Sarofim & Co. has no beneficial ownership of
these shares.
(b) Percent of Class:
(i) 0.0% -- as to shares held in accounts managed by Sarofim Trust
Co. with power to dispose, or to direct the disposition of such
shares.
(ii) 4.6% -- as to shares owned of record and beneficially by Fayez
Sarofim.
3
<PAGE>
(c) Number of shares as to which Fayez Sarofim has:
(i) sole power to vote or direct the vote: 215,504 shares.
(ii) shared power to vote or direct the vote: 0 shares.
(iii) sole power to dispose or direct the disposition of: 215,504
shares.
(iv) shared power to dispose or direct the disposition of: 0
shares.
Item 5 Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6 Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
Item 7 Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
As indicated in Item 3, Fayez Sarofim is Chairman of the Board and
President, a director and owner of a majority of the outstanding
capital stock of Fayez Sarofim & Co. and may be considered a parent
holding company of Fayez Sarofim & Co. Fayez Sarofim & Co. is an
Investment Adviser registered under Section 203 of the Investment
Advisers Act of 1940.
Item 8 Identification and Classification of Members of the Group.
Not Applicable.
Item 9 Notice of Dissolution of Group.
Not Applicable.
Item 10 Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer
of such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
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.
Date: February 13, 1997
/s/ Fayez Sarofim
_______________________________________
Signature Fayez Sarofim
4
