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OMB Number 3235-0145
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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 )*
GSE Systems, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per
share
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(Title of Class of Securities)
00036227K1
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(CUSIP Number)
Brian G. Lloyd, Esq.
Parr, Waddoups, Brown, Gee & Loveless
185 South State Street, Suite 1300
Salt Lake City, UT 84111
(801) 532-7840
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 30, 1999
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(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.
*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 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).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
SEC 1746 (10-97) Page 1 of 5
<PAGE>
CUSIP No. 00036227K1 SCHEDULE 13D
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1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Daniel E. Masterson, Jr.
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [_]
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3 SEC Use Only
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4 Source of Funds (See Instructions)
N/A
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5 Check 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
United States
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7 Sole Voting Power
224,900 (as of 3/30/99)
Number of ------------------------------------------------------------------
Shares 8 Shared Voting Power
Beneficially
Owned by 16,000 (as of 3/30/99)
Each ------------------------------------------------------------------
Reporting 9 Sole Dispositive Power
Person
With 224,900 (as of 3/30/99)
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10 Shared Dispositive Power
16,000 (as of 3/30/99)
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
240,900 (as of 3/30/99)
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [_]
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13 Percent of Class Represented by Amount in Row (11)
4.8% (as of 3/30/99)
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14 Type of Reporting Person (See Instructions)
IN
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Page 2 of 5
<PAGE>
CUSIP No. 00036227K1 SCHEDULE 13D
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This Amendment No. 1 to the Schedule 13D of Daniel E. Masterson, Jr.
amends and supplements, and should be read in conjunction with, the Schedule 13D
filed on July 30, 1997.
Item 1. Security and Issuer
(a) Title of Class of Equity Securities: Common Stock, $.01 par value.
(b) Name of Issuer: GSE Systems, Inc.
(c) Address of Issuer's Principal Executive Office: 9189 Red Branch
Road, Columbia, MD 21045.
Item 2. Identity and Background
(a) Name: Daniel E. Masterson, Jr.
(b) Business address: 15 West Sunset Drive, Alpine, UT 84004
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in
which such employment is conducted: President of StrategyWorld.Com,
Inc., 15 West Sunset Drive, Alpine, UT 84004.
(d) Whether or not, during the last five years, such person has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and, if so, give the dates, nature of
conviction, name and location of court, and penalty imposed, or
other disposition of the case: No
(e) Whether or not, during the last five years, such person was 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 of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws; and, if so, identify and describe such
proceedings and summarize the terms of such judgment, decree or
final order: No
(f) Citizenship: United States
Item 3. Source and Amount of Funds or Other Consideration
Not applicable as the transactions involved dispositions, and not
acquisitions, of securities.
Item 4. Purpose of Transaction
Not applicable as the transactions involved dispositions, and not
acquisitions, of securities.
Page 3 of 5
<PAGE>
CUSIP No. 00036227K1 SCHEDULE 13D
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Mr. Masterson reserves the right to purchase additional shares of
the common stock of GSE Systems, Inc. (the "Common Stock") or to
dispose of such securities in the open market, in privately
negotiated transactions or in any other lawful manner in the future.
Except as described above, Mr. Masterson presently has no plans or
proposals which relate to or would result in any action enumerated
in subparagraphs (a) through (j) of the instructions for Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) As of March 30, 1999, Mr. Masterson was the beneficial owner of
240,900 shares of the Common Stock, which represented 4.8% of
the outstanding shares of such stock.
(b) As of March 30, 1999, Mr. Masterson had the sole power to vote
or direct the vote and the sole power to dispose or to direct
the disposition of 224,900 of the shares referenced in Item
5(a) above. The remaining 16,000 shares are held in the names
of Mr. Masterson's minor children. Mr. Masterson may be deemed,
therefore, to share the power to vote or direct the vote and to
share the power to dispose and to direct the disposition of the
shares of the Common Stock held in the names of his children.
(c) During the last sixty (60) days, Mr. Masterson has engaged in
the following transaction, which involved shares of the Common
Stock:
(i) On May 5, 1999, Mr. Masterson sold 5,000 shares of the
Common Stock in the open market at a price of $6.25/share.
(d) No other person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale
of, the securities referenced in Item 5(a) above other than as
indicated in Item 5(b) above.
(e) On March 30, 1999, Mr. Masterson ceased to be the beneficial
owner of more than 5% of the Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
None.
Item 7. Material to Be Filed as Exhibits
None.
Page 4 of 5
<PAGE>
CUSIP No. 00036227K1 SCHEDULE 13D
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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.
Date: June 24, 1999 /s/ DANIEL E. MASTERSON, JR.
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Daniel E. Masterson, Jr.
Page 5 of 5
