-----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, H7MPrF0TPsHWJHgmmk1RvN/nWTFWHgptQRDruzl5en+cOCMmlCF023CRUlcCkUHX qd4VLQsHfZqv6FIqbtD+RA== 0000890566-96-001794.txt : 19961113 0000890566-96-001794.hdr.sgml : 19961113 ACCESSION NUMBER: 0000890566-96-001794 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961112 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WAVEPHORE INC CENTRAL INDEX KEY: 0000873287 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 860491428 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46959 FILM NUMBER: 96657846 BUSINESS ADDRESS: STREET 1: 2601 WEST BROADWAY RD CITY: TEMPE STATE: AZ ZIP: 85282 BUSINESS PHONE: 6024388700 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MASON BEST CO LP CENTRAL INDEX KEY: 0001018492 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 751974755 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2121 SAN JACINTO ST STREET 2: STE 1000 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2147542690 MAIL ADDRESS: STREET 1: 2121 SAN JACINTO ST STREET 2: STE 1000 CITY: DALLAS STATE: TX ZIP: 75201 SC 13D/A 1 SCHEDULE 13D AMENDMENT #2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) WAVEPHORE, INC. (Name of Issuer) COMMON STOCK - NO PAR VALUE (Title of Class of Securities) 943567 10 7 (CUSIP Number) Mason Best Company, L.P. 2121 San Jacinto, Suite 1000 Dallas, Texas 75201 Attn: Brien P. Smith (214) 754-2629 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) OCTOBER 24, 1996 (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). CUSIP NO. 943567 10 7 13D PAGE 2 OF 5 - --------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Mason Best Company, L.P. 75-1974755 (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] --- (b) [ ] (3) SEC USE ONLY (4) SOURCE OF FUNDS N/A (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED --- PURSUANT TO ITEM 2(D) OR 2(E) [ ] (6) CITIZENSHIP OR PLACE OF ORGANIZATION Texas NUMBER OF (7) SOLE VOTING POWER SHARES 0* (see Item 2) BENEFICIALLY OWNED BY EACH (8) SHARED VOTING POWER REPORTING PERSON WITH (9) SOLE DISPOSITIVE POWER 0* (see Item 2) (10) SHARED DISPOSITIVE POWER (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0* (see Item 2) (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES -- CERTAIN SHARES* [ ] (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% (14) TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 943567 10 7 13D PAGE 3 OF 5 - --------------------------------------------------------------------------- ITEM 1. ISSUER This statement relates to the common stock, no par value, of WavePhore, Inc. ("Issuer"), CUSIP 943567107. The address of the Issuer's principal executive offices is 3311 North 44th Street, Phoenix, Arizona 85018. ITEM 2. IDENTITY AND BACKGROUND (a)-(c) The person filing, who may be deemed to have been a beneficial owner of the shares of common stock covered by this Form 13D, is Mason Best Company, L.P., a limited partnership organized under the laws of, and having its principal place of business in, Texas. Its principal address is 2121 San Jacinto, Suite 1000, Dallas, Texas 75201. Mason Best Company, L.P. is a merchant banking company. MB Partners, Ltd. is its sole general partner and has the same principal place of business and address as Mason Best Company, L.P. Elvis L. Mason owns 50% of MB Partners, Ltd., but holds 100% of the voting rights of Mason Best Company, L.P. (d)-(e) Neither Mason Best Company, L.P. nor MB Partners, Ltd. has, within the past five years, been convicted in a criminal proceeding or a party to a civil proceeding of the type specified. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The source and amount of funds is not applicable as this amendment is being filed to report a material decrease in the percentage of shares of the Issuer beneficially owned by Mason Best Company, L.P. ITEM 4. PURPOSE OF TRANSACTION On September 27, 1996, the Issuer issued 500,000 shares of its common stock to Intel Corporation pursuant to a Stock Purchase Agreement dated as of September 13, 1996 (the "Transaction"). The Transaction caused a decrease in the percentage of shares of the Issuer beneficially owned by Mason Best Company, L.P. from 6% to 3.8%. (a) Mason Best Company, L.P. may acquire or sell shares of the Issuer at any time, subject to compliance with applicable securities laws. Effective October 24, 1996, Mason Best Company, L.P. distributed all of the shares of the Issuer beneficially owned by Mason Best Company, L.P. to the limited partners of Mason Best Company, L.P. in accordance with the limited partnership agreement of Mason Best Company, L.P. (the "Distribution"). The Distribution caused a decrease in the percentage of shares of the Issuer beneficially owned by Mason Best Company, L.P. from 3.8% to 0%. (b)-(f) The material decrease in the percentage of shares of the Issuer owned by Mason Best Company, L.P. does not involve an extraordinary transaction such as a sale or transfer of material assets of the Issuer, a change in the present board of directors, a material change in the capitalization or dividend policy of Issuer, or any other change in the Issuer's structure. CUSIP NO. 943567 10 7 13D PAGE 4 OF 5 - --------------------------------------------------------------------------- (g)-(j) The material decrease in the percentage of shares of the Issuer owned by Mason Best Company, L.P. does not involve changes that may impede the acquisition of control of the Issuer by any person, causing any delisting, terminating the registration of any class of securities, or any similar action. ITEM 5. INTEREST IN SECURITIES OF ISSUER (a)-(b) Mason Best Company, L.P. is the beneficial owner for its own account of no shares of common stock of Issuer. (c) Effective October 24, 1996, Mason Best Company, L.P. distributed all of the 627,270 shares of the Issuer beneficially owned by Mason Best Company, L.P. to the limited partners of Mason Best Company, L.P. in accordance with the limited partnership agreement of Mason Best Company, L.P. No consideration was paid by the limited partners for the shares received by them in the Distribution. Mason Best Company, L.P. has not effected any transactions with respect to the Issuer's common stock during the past 60 days other than the Distribution. (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 these shares. (e) On September 27, 1996, Mason Best Company, L.P. ceased to be the beneficial owner of more than 5% of the Issuer's common stock as a result of the Transaction. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THIS ISSUER Mason Best Company, L.P. has no contracts, arrangements, understandings, or relationships with respect to securities of the Issuer other than as described below. The Issuer agreed, in the purchase agreement pursuant to which the securities of the Issuer were purchased by Mason Best Company, L.P. (the "Purchase Agreement"), to file a registration statement with the Securities and Exchange Commission no later than the six month anniversary of December 29, 1995 to register the securities of the Issuer purchased by Mason Best Company, L.P. The Issuer also agreed to use its reasonable best efforts to have such registration statement declared effective as soon as practicable thereafter. In addition, Mason Best Company, L.P. agreed to transfer 119,759 shares to certain employees of Mainstream Data, Inc. in connection with the Purchase Agreement, and the Issuer has consented to such transfer. Effective October 24, 1996, Mason Best Company, L.P. distributed all of the shares of the Issuer beneficially owned by Mason Best Company, L.P. to the limited partners of Mason Best Company, L.P. in accordance with the limited partnership agreement of Mason Best Company, L.P. ITEM 7. Not Applicable. CUSIP NO. 943567 10 7 13D PAGE 5 OF 5 - --------------------------------------------------------------------------- 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. NOVEMBER 4, 1996 MASON BEST COMPANY, L.P. By: MB Partners, Ltd., its General Partner By: E.L. Mason Corporation, its General Partner By:/s/ BRIEN P. SMITH Name: BRIEN P. SMITH Title: VICE PRESIDENT -----END PRIVACY-ENHANCED MESSAGE-----