-----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, Naj92HpbPac9Fci7tRCouX7UmqROCQaCFaAc3ACTkjVlzkxddNh2Yj6OO+OVSgH0 r7loLCIMGEkZh5A8WkcClA== 0000950123-05-000203.txt : 20050110 0000950123-05-000203.hdr.sgml : 20050110 20050110172843 ACCESSION NUMBER: 0000950123-05-000203 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050110 DATE AS OF CHANGE: 20050110 GROUP MEMBERS: FIRST ALBANY CAPITAL INC GROUP MEMBERS: GEORGE C MCNAMEE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: META GROUP INC CENTRAL INDEX KEY: 0001000015 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [8700] IRS NUMBER: 060971675 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46191 FILM NUMBER: 05521709 BUSINESS ADDRESS: STREET 1: 208 HARBOR DR CITY: STAMFORD STATE: CT ZIP: 06912-0061 BUSINESS PHONE: 2039736700 MAIL ADDRESS: STREET 1: 208 HARBOR DR CITY: STAMFORD STATE: CT ZIP: 06912-0061 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST ALBANY COMPANIES INC CENTRAL INDEX KEY: 0000782842 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 222655804 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 677 BROADWAY CITY: ALBANY STATE: NY ZIP: 12207-2990 BUSINESS PHONE: 518-447-8673 MAIL ADDRESS: STREET 1: C/O FIRST ALBANY STREET 2: 677 BROADWAY CITY: ALBANY STATE: NY ZIP: 12207-2990 SC 13D/A 1 y04640bsc13dza.txt AMENDMENT NO.1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- SCHEDULE 13D/A (Amendment No. 1) Under the Securities Exchange Act of 1934 Meta Group, Inc. (Name of Issuer) $0.01 Par Value Common Stock (Title of Class of Securities) 591002100 (CUSIP Number) Stephen P. Wink, Esq. First Albany Companies Inc. 30 South Pearl Street Albany, New York 12207 (518) 447-8500 with a copy to Howard Kelberg, Esq. Milbank, Tweed, Hadley & McCloy LLP One Chase Manhattan Plaza New York, NY 10005 (212) 530-5530 ------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 27, 2004 ------------------------------------------------------ (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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. CUSIP NO.: 591002100 (1) NAME OF REPORTING PERSON: S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: First Albany Companies Inc. (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| (3) SEC USE ONLY (4) SOURCE OF FUNDS: OO (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| (6) CITIZENSHIP OR PLACE OF ORGANIZATION: First Albany Companies Inc. is organized under the laws of the State of New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (7) SOLE VOTING POWER: 0 (8) SHARED VOTING POWER: 0 (9) SOLE DISPOSITIVE POWER: 0 (10) SHARED DISPOSITIVE POWER: 0 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 0 shares of common stock (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: CO 2 CUSIP NO.: 591002100 (1) NAME OF REPORTING PERSON: S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: First Albany Capital Inc. (f/k/a First Albany Corporation) (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| (3) SEC USE ONLY (4) SOURCE OF FUNDS: WC (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| (6) CITIZENSHIP OR PLACE OF ORGANIZATION: First Albany Capital Inc. is organized under the laws of the State of New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (7) SOLE VOTING POWER: 0 (8) SHARED VOTING POWER: 0 (9) SOLE DISPOSITIVE POWER: 0 (10) SHARED DISPOSITIVE POWER: 0 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 0 shares of common stock (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: CO 3 CUSIP NO.: 591002100 (1) NAME OF REPORTING PERSON: S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: George C. McNamee (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| (3) SEC USE ONLY (4) SOURCE OF FUNDS: OO (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| (6) CITIZENSHIP OR PLACE OF ORGANIZATION: United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (7) SOLE VOTING POWER: 0 (8) SHARED VOTING POWER: 0 (9) SOLE DISPOSITIVE POWER: 0 (10) SHARED DISPOSITIVE POWER: 0 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 0 shares of common stock (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: IN 4 INTRODUCTORY STATEMENT This Amendment No. 1 to the Schedule 13D amends and supplements the Schedule 13D filed on June 26, 2001 (the "Schedule 13D") by First Albany Companies Inc., a New York Corporation ("FAC"), First Albany Capital Inc. (f/k/a First Albany Corporation), a New York Corporation ("First Albany") and George C. McNamee ("McNamee"). In October 2004, FAC transferred 853,924 shares of common stock, par value $0.01 per share ("Common Stock") of Meta Group Incorporated to First Albany Capital Inc., a subsidiary of FAC. On December 27, 2004, First Albany Capital sold 850,000 shares of Common Stock in an open market transaction and on January 7, 2005, First Albany Capital sold 3,924 shares of Common Stock in an open market transaction. As a result, as at January 10, 2005, FAC no longer owned any shares of Common Stock. As of January 10, 2005, McNamee no longer beneficially owns any shares of Common Stock due to the expiration of his right to acquire 45,000 shares of Common Stock. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 of the Schedule 13D is hereby amended to read as follows: As of January 10, 2005: (a) Not applicable. (b) Not applicable. (c) Except as described in Schedule II hereto or in this Item 5(c), neither McNamee, FAC, nor First Albany, has effected any transactions in shares of Common Stock during the past 60 days. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock. (e) As of December 27, 2004, FAC, First Albany and McNamee, individually and collectively, are no longer directly or indirectly the beneficial owners of more than 5% of shares of Common Stock. Pursuant to Rule 13d-2(b) of the Exchange Act, FAC, First Albany and McNamee, individually and collectively, are no longer reporting persons subject to the reporting requirements of Rule 13d-1 of the Exchange Act. 5 SIGNATURE After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Amendment No. 1 to Schedule 13D is true, complete and correct. DATED: January 10, 2005 FIRST ALBANY COMPANIES INC. By: /s/ George C. McNamee ------------------------------------ Name: George C. McNamee Title: Chairman of the Board of Directors FIRST ALBANY CAPITAL INC. By: /s/ George C. McNamee ------------------------------------ Name: George C. McNamee Title: Chairman of the Board of Directors GEORGE C. MCNAMEE By: /s/ George C. McNamee ------------------------------------ 6 SCHEDULE II TRANSACTIONS The following table sets forth the transactions in shares of Common Stock effected by First Albany Companies Inc. through First Albany Capital during the last 60 days. FIRST ALBANY COMPANIES, INC.
Date Number of Securities Price (including fees and commissions) 12/27/04 850,000 $9.80 1/7/05 3,924 $9.75
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