-----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, L3QHstF0kIEA115PZPf6abrXjnHjPEeL9eVD9Z9AwBX8F4CPdwdOCFWfBGRGZcgG HW1AQKXdDA88l6OedYwy4w== 0000902664-97-000090.txt : 19970222 0000902664-97-000090.hdr.sgml : 19970222 ACCESSION NUMBER: 0000902664-97-000090 CONFORMED SUBMISSION TYPE: SC 13G CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970219 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QUARTERDECK CORP CENTRAL INDEX KEY: 0000707668 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 954320650 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-45153 FILM NUMBER: 00000000 BUSINESS ADDRESS: STREET 1: 13160 MINDANAO WAY CITY: MARINA DEL REY STATE: CA ZIP: 90292 BUSINESS PHONE: 3103093700 MAIL ADDRESS: STREET 1: 13160 MINDANAO WAY CITY: MARINA DEL RAY STATE: CA ZIP: 90292 FORMER COMPANY: FORMER CONFORMED NAME: QUARTERDECK OFFICE SYSTEMS INC DATE OF NAME CHANGE: 19940510 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FLETCHER ASSET MANAGEMENT INC CENTRAL INDEX KEY: 0000898338 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 245 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 2122723369 MAIL ADDRESS: STREET 1: 767FIFTH AVENUE 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 SC 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ SCHEDULE 13G ________________ INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 THIS DOCUMENT IS A COPY OF THE SCHEDULE 13-G FILED ON FEBRUARY 18, 1997 PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION. (AMENDMENT NO. )* Quarterdeck Corporation (NAME OF ISSUER) Common Stock, par value $0.001 (TITLE OF CLASS OF SECURITIES) 747712 10 7 (CUSIP NUMBER) __________________ * 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 the 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). PAGE 1 OF 6 PAGES 13G CUSIP No. 747712 10 7 _____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Fletcher Asset Management, Inc. _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _____________________________________________________________________________ NUMBER OF (5) SOLE VOTING POWER 0 SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 3,995,900 OWNED BY ______________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 3,995,900 _____________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,995,900 _____________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] _____________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.6% _____________________________________________________________________________ (12) TYPE OF REPORTING PERSON ** CO _____________________________________________________________________________ ** SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE 2 OF 6 PAGES 13G CUSIP No. 747712 10 7 _____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Alphonse Fletcher, Jr. _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION United States _____________________________________________________________________________ NUMBER OF (5) SOLE VOTING POWER 0 SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 3,995,900 OWNED BY ______________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 3,995,900 _____________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,995,900 _____________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] _____________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.6% _____________________________________________________________________________ (12) TYPE OF REPORTING PERSON ** IN _____________________________________________________________________________ ** SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE 3 OF 6 PAGES ITEM 1(a). NAME OF ISSUER: Quarterdeck Corporation ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 13160 Mindanao Way, Marina Del Ray, California, 90292 ITEM 2(a). NAME OF PERSON FILING: Fletcher Asset Management, Inc. and Alphonse Fletcher, Jr. ITEM 2(b). ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE: 767 Fifth Avenue, 48th Floor, New York, New York 10153 ITEM 2(c). CITIZENSHIP: Fletcher Asset Management, Inc. is a corporation organized under the laws of the State of Delaware. Alphonse Fletcher, Jr. is a citizen of the United States. ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.001 ITEM 2(e). CUSIP NUMBER: 747712 10 7 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d- 2(b), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under Section 15 of the Act (b) [ ] Bank as defined in Section 3(a)(6) of the Act (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act (d) [ ] Investment Company registered under Section 8 of the Investment Company Act (e) [x] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d- 1(b)(1)(ii)(F) (g) [ ] Parent Holding Company, in accordance with Rule 13d- 1(b)(ii)(G); see item 7 (h) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(H) PAGE 4 OF 6 PAGES ITEM 4. OWNERSHIP. (a) Amount beneficially owned: 3,995,900 (b) Percent of class: 9.6% (based on the 41,643,282 shares of Common Stock (the "Common Stock") of Quarterdeck Corporation (the "Company"), including those reported to be outstanding as of November 30, 1996, as reflected in the Company's annual report on Form 10-K filed with the Securities and Exchange Commission by the Company for the fiscal year ended September 30, 1996 and the shares of Common Stock underlying convertible securities held by the Discretionary Account (as defined below) that are convertible within 60 days of December 31, 1996.) (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 0 (ii) shared power to vote or to direct the vote 3,995,900 (iii) sole power to dispose or to direct the disposition of 0 (iv) shared power to dispose or to direct the disposition of 3,995,900 The amount of Common Stock reported to be beneficially owned includes 3,977,400 shares of Common Stock issuable upon conversion of 200,000 shares of Preferred Stock of the Company. The Preferred Stock is convertible to Common Stock within 60 days of December 31, 1996. The number of shares of Common Stock issuable upon conversion of the Preferred Stock is in part dependent on the average daily trading price of the Common Stock over a specified period. Accordingly, the number of shares so issuable will vary from time to time. The holdings reported reflect the amount of Common Stock that would have been held had the Preferred Stock been converted on December 31, 1996. By virtue of Mr. Fletcher's position as President of Fletcher AssetManagement, Inc., a Delaware corporation ("FAM"), Mr. Fletcher may be deemed tohave the shared power to vote or direct the vote of, and the shared power todispose or direct the disposition of, the 3,995,900 shares of Common Stock of theCompany held by Fletcher International, Ltd., a discretionary account managed byFAM (the "Discretionary Account"), and, therefore, Mr. Fletcher may be deemed tobe the beneficial owner of such Common Stock. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. This Schedule 13G is filed by FAM, which is an investmentadviser registered under Section 203 of the Investment Advisers Act of 1940,as amended, with respect to the 3,995,900 shares of Common Stock held at December 31, 1996 by the Discretionary Account managed by FAM. By reason of the provisionsof Rule 13d-3 under the Act, FAM and Mr. Fletcher may each be deemed to ownbeneficially the shares of Common Stock owned by the Discretionary Account. TheDiscretionary Account has the right to receive or the power to direct the receiptof dividends from, or the proceeds from the sale of, such Common Stock purchasedfor its account. Pursuant to a swap transaction between the Discretionary Account and Lehman Brothers, Lehman Brothers has the right to receive the dividends from a portion of the Common Stock held by the Discretionary Account. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. PAGE 5 OF 6 PAGES ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(b)) By signing below Fletcher Asset Management, Inc. and Alphonse Fletcher, Jr. certify that, to the best of their knowledge and belief, the securities referred to above were acquired in the ordinary course of business, were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. February 14, 1997 /s/ ALPHONSE FLETCHER, JR. Alphonse Fletcher, Jr., as President of Fletcher Asset Management, Inc. /s/ ALPHONSE FLETCHER, JR. Alphonse Fletcher, Jr. PAGE 6 OF 6 PAGES -----END PRIVACY-ENHANCED MESSAGE-----