-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JDEeC5IbYeLkE0wT1oQpl1uNBUuoyJ1jIjwwaD6szHS5oF99OpkbzF1EPeS39uoF 26K26ZTm3SHSM8wRYxxA8Q== 0000914317-98-000290.txt : 19980504 0000914317-98-000290.hdr.sgml : 19980504 ACCESSION NUMBER: 0000914317-98-000290 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980501 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PC QUOTE INC CENTRAL INDEX KEY: 0000745774 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 363131704 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-36678 FILM NUMBER: 98608529 BUSINESS ADDRESS: STREET 1: 300 S WACKER DR STREET 2: STE 300 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3129132800 MAIL ADDRESS: STREET 1: 300 S WACKER STREET 2: SUITE 300 CITY: CHICAGO STATE: IL ZIP: 60606 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEXFORD MANAGEMENT LLC CENTRAL INDEX KEY: 0001048462 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 061442624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 411 W PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038627000 MAIL ADDRESS: STREET 1: 411 W PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1) PC QUOTE, INC. (Name of issuer) Common Stock, $.001 Par Value Per Share (Title of class of securities) 693236-10-1 (CUSIP number) Arthur H. Amron Wexford Management LLC 411 West Putnam Avenue Greenwich, CT 06830 (203) 862-7012 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) January 26, 1998 - -------------------------------------------------------------------------------- (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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule ss. 240.13d-7 Page 1 of 10 Pages CUSIP No. 693236-10-1 1. Names of Reporting Persons. Imprimis Investors LLC I.R.S. Identification Nos. of Above Persons (entities only) (Intentionally Omitted) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Delaware Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 1,440,076 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 1,440,076 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,440,076 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 11.3% 14. Type of Reporting Person (See Instructions) OO Page 2 of 10 Pages CUSIP No. 693236-10-1 1. Names of Reporting Persons. Wexford Spectrum Investors LLC I.R.S. Identification Nos. of Above Persons (entities only) (Intentionally Omitted) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Delaware Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 617,175 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 617,175 11. Aggregate Amount Beneficially Owned by Each Reporting Person 617,175 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 4.9% 14. Type of Reporting Person (See Instructions) OO Page 3 of 10 Pages CUSIP No. 693236-10-1 1. Names of Reporting Persons. Charles E. Davidson I.R.S. Identification Nos. of Above Persons (entities only) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) AF 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization United States Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 2,057,251 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 2,057,251 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,057,251 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 15.9% 14. Type of Reporting Person (See Instructions) IN Page 4 of 10 Pages CUSIP No. 693236-10-1 1. Names of Reporting Persons. Wexford Management LLC I.R.S. Identification Nos. of Above Persons (entities only) (Intentionally Omitted) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) AF 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Connecticut Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 2,057,251 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 2,057,251 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,057,251 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 15.9% 14. Type of Reporting Person (See Instructions) OO Page 5 of 10 Pages CUSIP No. 693236-10-1 1. Names of Reporting Persons. Joseph M. Jacobs I.R.S. Identification Nos. of Above Persons (entities only) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) AF 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization United States Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 2,057,251 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 2,057,251 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,057,251 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 15.9% 14. Type of Reporting Person (See Instructions) IN Page 6 of 10 Pages This Amendment No. 1 to Schedule 13D modifies and supplements the Schedule 13D filed on October 27, 1997 with respect to the common stock, $0.001 par value per share (the "Common Stock"), of PC QUOTE, INC., a Delaware corporation (the "Company"). Except to the extent supplemented by the information contained in this Amendment No. 1, such Schedule 13D, as amended as provided above, remains in full force and effect. Capitalized terms used herein without definition have the respective meanings ascribed to them in such Schedule 13D. Item 5. Interest in Securities of the Issuer. 1. Pursuant to the terms of the Stock and Warrant Purchase Agreement between the Company, Imprimis Investors LLC ("Imprimis") and Wexford Spectrum Investors LLC ("WSI" and together with Imprimis, the "Wexford Affiliates"), 2,988,949 shares of the Common Stock owned of record by the Wexford Affiliates were repurchased by the Company on January 26, 1998 at a purchase price of $1.00 per share. 2. From April 24, 1998 through April 30, 1998, the Wexford Affiliates sold an aggregate of 453,800 shares of common stock in open market transactions as follows: Name of Entity No. of Shares Date Price Per Share -------------- ------------- ---- --------------- Imprimis 56,210 4/24/98 $2.4373 WSI 24,090 4/24/98 2.4373 Imprimis 30,590 4/27/98 2.2012 WSI 13,110 4/27/98 2.2012 Imprimis 63,280 4/28/98 2.2708 WSI 27,120 4/28/98 2.2708 Imprimis 78,260 4/29/98 2.1736 WSI 33,540 4/29/98 2.1736 Imprimis 89,320 4/30/98 2.1185 WSI 38,280 4/30/98 2.1185 As a result of the foregoing, the Reporting Persons may be deemed to beneficially own the respective percentages and numbers of outstanding shares of Common Stock set forth below (on the basis of 12,936,800 shares of Common Stock issued and outstanding, of which 500,000 are issuable pursuant to the Warrants beneficially owned by the Reporting Persons): 1. Imprimis (a) Aggregate number of shares of Common Stock beneficially owned: 1,440,076 (of which 350,000 are attributable to the Warrants) Percentage: 11.3% (b) 1. Sole power to vote or to direct vote: -0- 2. Shared power to vote or to direct vote: 1,440,076 3. Sole power to dispose or to direct the disposition: -0- 4. Shares power to dispose or to direct the disposition: 1,440,076 Page 7 of 10 Pages (c) Other than as reported above, there were no transactions by Imprimis during the past 60 days. (d) Not applicable. (e) Not applicable. 2. Wexford Spectrum (a) Aggregate number of shares of Common Stock beneficially owned: 617,175 (of which 150,000 are attributable to the Warrants) Percentage: 4.9% (b) 1. Sole power to vote or to direct vote: -0- 2. Shared power to vote or to direct vote: 617,175 3. Sole power to dispose or to direct the disposition: -0- 4. Shares power to dispose or to direct the disposition: 617,175 (c) Other than as reported in above, there were no transactions by Wexford Spectrum during the past 60 days. (d) Not applicable. (e) Not applicable. 3. Wexford Management (a) Aggregate number of shares of Common Stock beneficially owned: 2,057,251 (of which 500,000 are attributable to the Warrants) Percentage: 15.9% (b) 1. Sole power to vote or to direct vote: -0- 2. Shared power to vote or to direct vote: 2,057,251 3. Sole power to dispose or to direct the disposition: -0- 4. Shares power to dispose or to direct the disposition: 2,057,251 (c) Other than as reported in above, there were no transactions by Wexford Management during the past 60 days. (d) Not applicable. (e) Not applicable. 4. Joseph M. Jacobs (a) Aggregate number of shares of Common Stock beneficially owned: 2,057,251 (of which 500,000 are attributable to the Warrants) Percentage: 15.9% (b) 1. Sole power to vote or to direct vote: -0- 2. Shared power to vote or to direct vote: 2,057,251 3. Sole power to dispose or to direct the disposition: -0- 4. Shares power to dispose or to direct the disposition: 2,057,251 (c) Other than as reported in above, there were no transactions by Mr. Jacobs during the past 60 days. (d) Not applicable. (e) Not applicable. Page 8 of 10 Pages 5. Charles E. Davidson (a) Aggregate number of shares of Common Stock beneficially owned: 2,057,251 (of which 500,000 are attributable to the Warrants) Percentage: 15.9% (b) 1. Sole power to vote or to direct vote: -0- 2. Shared power to vote or to direct vote: 2,057,251 3. Sole power to dispose or to direct the disposition: -0- 4. Shares power to dispose or to direct the disposition: 2,057,251 (c) Other than as reported in above, there were no transactions by Mr. Davidson during the past 60 days. (d) Not applicable. (e) Not applicable. Wexford Management may, by reason of its status as manager of Imprimis and Wexford Spectrum, be deemed to own beneficially the Common Stock of which Imprimis and Wexford Spectrum possess beneficial ownership. Each of Charles E. Davidson and Joseph M. Jacobs may, by reason of his status as a controlling person of Wexford Management, be deemed to own beneficially the Common Stock of which Imprimis and Wexford Spectrum possess beneficial ownership. Each of Charles E. Davidson, Joseph M. Jacobs and Wexford Management shares the power to vote and to dispose of the shares of Common Stock Imprimis and Wexford Spectrum beneficially own. * * * * * Page 9 of 10 Pages SIGNATURE After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: May 1, 1998 IMPRIMIS INVESTORS LLC By: /s/Arthur H. Amron ------------------ Name: Arthur H. Amron Title: Vice President WEXFORD SPECTRUM INVESTORS LLC By: /s/Arthur H. Amron ------------------ Name: Arthur H. Amron Title: Vice President WEXFORD MANAGEMENT LLC By: /s/Arthur H. Amron ------------------ Name: Arthur H. Amron Title: Senior Vice President /s/ Charles E. Davidson - ----------------------- Charles E. Davidson /s/Joseph M. Jacobs - ------------------- Joseph M. Jacobs Page 10 of 10 Pages -----END PRIVACY-ENHANCED MESSAGE-----