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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934 (Amendment No. 3)*
HNC SOFTWARE INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
40425P 107
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(CUSIP Number)
Michael E. Munayyer
3200 ParkCenter Drive, Suite 500, Costa Mesa, California 92626, (714) 481-5200
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 18, 1998
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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 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 ("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).
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CUSIP NO. 40425P 107 Schedule 13D Page 2 of 4 pages
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1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Mishel E. Munayyer, aka Michael E. Munayyer, Trustee of the
Michael Munayyer Trust dated August 11, 1995, SSN: ###-##-####
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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*
Exchange of Shares in connection with the merger of CompReview, Inc.
with FW1 Acquisition Corp., a subsidiary of HNC Software Inc.
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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 1,250,280 shares
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER 0 shares
BENEFICIALLY ----------------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER 1,250,280 shares
REPORTING ----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 0 shares
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
This amendment has been filed to reflect that the reporting person's
beneficial ownership in the Issuer is 1,250,280 shares of common stock,
not 1,092,780 as stated in Amendment No. 2 filed on March 13, 1998.
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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)
This Amendment has been filed to reflect that the percentage of shares
owned is approximately 5.1%, not approximately 4.5% as stated in
Amendment No. 2.
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14) TYPE OF REPORTING PERSON*
OO
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CUSIP NO. 40425P 107 Schedule 13D Page 3 of 4 pages
Item 1. Security and Issuer
This statement relates to the shares of common stock, $.0001 par value
per share (the "Shares") 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
Michael E. Munayyer is Trustee of the Michael Munayyer Trust dated
August 11, 1995 (the "Trust"). His principal business is serving as an officer
of CompReview, Inc., a California corporation ("CompReview") which is engaged in
the management of medical costs of workers' compensation through computer
software programs. His principal address is 3200 ParkCenter Drive, Suite 500,
Costa Mesa, California 92626.
Mr. Munayyer has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
Mr. Munayyer has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction.
Mr. Munayyer is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Munayyer obtained the Shares as Trustee of the Trust in exchange for
shares of common stock in CompReview, pursuant to a merger between CompReview
and FW1 Acquisition Corp., a wholly-owned subsidiary of the Issuer ("FW1").
Item 4. Purpose of Transaction.
Mr. Munayyer, as Trustee of the Trust, obtained the Shares for
investment purposes in exchange for shares of CompReview's common stock pursuant
to a merger between CompReview and FW1.
Item 5. Interest in Securities of the Issuer:
This amendment has been filed to correct: (a) Amendment No. 1 which, by
mistake, included in the 1,192,500 shares reported as having been sold on March
4, 1998, the 157,500 shares actually sold on March 10, 1998 and reported in
Amendment No. 2; and (b) Amendment No. 2 which, as a result of the overstatement
of shares sold in Amendment No. 1, incorrectly stated that Mr. Munayyer owned
1,092,780 shares of common stock of the Issuer, constituting approximately 4.5%
of the Issuer's outstanding common stock. From March 4, 1998 through March 10,
1998, Mr. Munayyer, as Trustee of the Trust, owned 1,407,780 shares of common
stock of the Issuer, which constituted approximately 5.7% of the Issuer's
outstanding common stock. As Trustee of the Trust, he had sole power to vote and
dispose of such shares. Since March 10, 1998, Mr. Munayyer, as Trustee of the
Trust, has owned 1,250,280 shares of common stock of the Issuer, which
constitutes approximately 5.1% of the Issuer's outstanding common stock. As
Trustee of the Trust, he has had sole power to vote and dispose of such shares
since March 10, 1998.
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 Page 4 of 4 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth on this statement is true, complete and
correct.
March 20, 1998
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s/s Michael E. Munayyer
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Michael E. Munayyer, Trustee of the
Michael Munayyer Trust dated August 11, 1995
