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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. 1)
MUSTANG SOFTWARE, INC.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
62820W 10 7
(Cusip Number)
Richard J. Heming
Board of Director
Mustang Software Inc.
6200 Lake Ming Road
Bakersfield CA 93306
Telephone: (805) 873-2699
Fax: (805) 873-2474
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 20, 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 schedule because of Rule 13d-1(b)(3) or (4), check the following
box / / .
Check the following box if a fee is being paid with the statement /X/.
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SCHEDULE 13D
CUSIP NO. 62820W 10 7
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NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
Richard J. Heming
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) / /
(b) / /
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3 SEC USE ONLY
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SOURCE OF FUNDS
4
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/ /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
849,250 on February 26, 1997
NUMBER OF ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 849,250 on February 26, 1997
WITH
------------------------------------------------
10 SHARED DISPOSITIVE POWER
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 849,250 on February 26, 1997
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 25.3% on February 26, 1997
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14 TYPE OF REPORTING PERSON
IN
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CUSIP NO. 62820W 10 7
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, no par value (the "Common
Stock") of Mustang Software, Inc. (the "Company"), a California corporation
with principal executive offices at 6200 Lake Ming Road, Bakersfield CA 93306.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Richard J. Heming. Mr. Heming's business
address is 6050 Alfred Harrel Hwy., Bakersfield CA 93306. Mr. Heming is a Board
of Director of the Company and is a citizen of the United States of America.
During the past five years, Mr. Heming has not been convicted in a
criminal proceeding and has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction, as a result of
which he is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION.
This statement relates to the disposition of Common Stock of the Company,
not the acquisition thereof.
(a) Sales of the securities reported in Item 5 have resulted from sales
by Merrill Lynch, Pierce, Fenner & Smith Incorporated, as pledgee of the
reporting person (the "Pledgee"), under a margin loan (the "Margin Loan").
Additional sales of Common Stock pledged by the reporting person by the
Pledgee are expected in order to satisfy a balance of approximately $240,000
remaining on the Margin Loan at February 26, 1997. The number of shares sold
will depend on the price levels of the shares at the time of sale by the
Pledgee.
(b)-(j). The reporting person has no plans or proposals which relate to
any of the matters specified in Items 5(b)-(j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) See Items 11 and 13 on Page 2 of this Schedule 13D.
(b) See Items 7 through 10 on Page 2 of this Schedule 13D.
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CUSIP NO. 62820W 10 7
(c) The following table describes all transactions in the Common Stock by
the reporting person within the last 60 days. All sales indicated in the
table, which the reporting person has been advised by the Pledgee were made in
the open market for the account of the Pledgee, reflect sales by the Pledgee
to partially satisfy the Margin Loan.
[S] [C] [C]
Number
of shares Price per
Date sold share
------------ ----------- --------------
1/24/97 2,000 $1.5000
1/28/97 5,000 $1.5000
2/07/97 2,500 $1.5000
2/10/97 2,500 $1.5000
2/11/97 10,000 $1.5000
2/18/97 5,500 $1.5000
2/20/97 10,000 $1.5000
2/26/97 2,000 $1.5000
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39,500
(d) Until the Margin Loan is satisfied, the Pledgee has the power to
direct the proceeds from the sales of the shares pledged by the reporting
person to secure the Margin Loan. The reporting person had pledged an
aggregate of 300,000 shares of Common Stock or approximately 8.9% of the
shares of Common Stock outstanding (before giving effect to sales of shares
reported herein) to secure the Margin Loan from Pledgee.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Incorporated by reference is Exhibit 1, included with SC 13D filed
1/27/97 which contains the terms of the reporting
person's pledge to the Pledgee.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
No Exhibits are being filed.
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CUSIP NO. 62820W 10 7
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.
February 28, 1997
/s/ Richard J. Heming
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Richard J. Heming
