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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)(1)
HNC Software Inc.
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(Name of Issuer)
Common Stock
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(Title of Classes of Securities)
40425P 107
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(CUSIP Number)
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(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
25 October, 1996
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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 [ ].
(Continued on following pages)
Page 1 of 5 Pages
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(1) 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 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 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).
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CUSIP NO. 40425P 107 SCHEDULE 13D/A Page 2 of 5 Pages
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1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
St. George's Trust Company Limited as Trustee for the Mulberry Trust
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3) SEC USE ONLY
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4) SOURCE OF FUNDS*
Shares of common stock of Retek Distribution Corporation
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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
Bermuda
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7 SOLE VOTING POWER 1,045,906 shares
NUMBER OF SHARES --------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0 shares
OWNED BY EACH --------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 1,045,906 shares
PERSON WITH --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER 0 shares
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,045,906
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12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13) Percent of Class Represented by Amount in Row (11)
Approximately 6%
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14) Type of Reporting Person*
Other -- Trust Company
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 40425P 107 SCHEDULE 13D/A Page 3 of 5 Pages
Item 1. Security and Issuer
This statement relates to the shares of common stock, $.0001 par value per
share, of HNC Software Inc., a Delaware corporation (the "Issuer"). The address
of the Issuer is 5930 Cornerstone Court West, San Diego, California 92121.
Item 2. Identity and Background
St. George's Trust Company Limited (the "Trustee"), was incorporated in
Bermuda by Private Act on December 2, 1970 and was licensed as a Trust Company
on February 9, 1995. The principal business of the Trustee is the provision of
trustee services, which services are carried out from its principal address of
73 Front Street, Penthouse, Hamilton, HM 12, Bermuda.
The Trustee has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
The Trustee has not, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction.
The following persons are directors of the Trustee and hold executive
positions:
Donald P. Lines, President
73 Front Street
Penthouse
Hamilton HM 12
Bermuda
President Millpoint Limited
Bermudian
Susan D. Wilson, Vice-President
Masters Limited
Bulls Head
Dundonald Street
Hamilton
Bermuda
President, Masters Limited
Bermudian
Jane M. Collis, Managing Director
73 Front Street
Penthouse
Hamilton HM 12
Bermuda
Managing Director, St. George's Trust Company Limited
Waterstreet Corporate Services Limited
Canadian
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CUSIP NO. 40425P 107 SCHEDULE 13D/A Page 4 of 5 Pages
None of the above listed directors and officers has been convicted in a
criminal proceeding. None of the above persons is subject to a judgment or final
order as a result of civil proceedings.
Item 3. Source and Amount of Funds or Other Consideration
The Trustee was a holder of shares of common stock of Retek Distribution
Corporation (the "Retek Shares"), a British Virgin Islands corporation
("Retek"). As a result of an Exchange Agreement by and among the Issuer, Retek
and the shareholders of Retek, dated October 26, 1996, all of the Retek Shares
held by the Trustee were exchanged for shares of common stock of the Issuer.
Item 4. Purpose of Transaction
The Trustee held the Retek Shares for investment purposes and holds the
shares of the Issuer which it received in exchange for the Retek Shares for
investment purposes.
Item 5. Interest in Securities of the Issuer
The Trustee owns 1,045,906 shares of common stock of the Issuer which is
approximately 6% of the total issued and outstanding shares. The Trustee has
sole power to vote and dispose of such shares.
The shares of the Issuer owned by the Trustee are held by the Trustee in a
fiduciary capacity. Such shares do not constitute or form part of the assets of
the Trustee but are and form part of the trust fund of the Mulberry Trust. None
of the directors of the Trustee has any beneficial interest in any shares of the
Issuer.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
None.
Item 7. Material to Be Filed as Exhibits
None.
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CUSIP NO. 40425P 107 SCHEDULE 13D/A Page 5 of 5 Pages
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
each of the undersigned, each of the undersigned certifies that the information
set forth on this statement is true, complete and correct.
March 18, 1997
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(Date)
Jane M. Collis
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(Signature)
Jane M. Collis
Managing Director of
St. George's Trust Company Limited
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(Name/Title)
