Offer for Common Stock
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO-C
Tender
Offer Statement under Section
14(d)(1)
or 13(e)(1) of the Securities Exchange Act of
1934
Track
Data Corporation
(Name
of
Subject Company (Issuer))
Track
Data Corporation (Issuer)
(Name
of
Filing Person (Identifying Status as Offeror, Issuer or Other
Person))
Common
Stock, Par Value $0.01 Per Share
(Title
of
Class of Securities)
891918-20-3
(CUSIP
Number of Class of Securities)
Martin
Kaye
Chief
Operating Officer, Chief Financial
Officer
Track
Data Corporation
95
Rockwell Place, Brooklyn, NY 11217
Telephone:
(718) 522-7373
(Name,
Address and Telephone Number of Person Authorized
to
Receive
Notices and Communications on Behalf of Filing Persons)
CALCULATION
OF FILING FEE
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Transaction Valuation
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Amount of Filing Fee
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Not applicable
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Not applicable
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o
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Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee
was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing.
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Amount
Previously Paid: None
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Form or Registration No.: N/A
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Date Filed: N/A
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x Check
the box
if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
Check the appropriate boxes below to
designate any transactions to which the statement relates:
o third-party
tender offer subject to Rule 14d-1.
x issuer
tender offer subject to Rule 13e-4.
o going-private
transaction subject to Rule 13e-3.
o amendment
to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: o
This Tender
Offer
Statement on Schedule TO relates to the tender offer by Track Data Corporation,
a Delaware corporation (“Track Data”), to purchase for cash up to 1,000,000
shares of its common stock, par value $0.01 per share, at a price of $3.00
per
share, net to the seller in cash, without interest. Pursuant to Exchange Act
Rule 13e-4(c)(1) and General Instruction D to Schedule TO, this Schedule TO
relates to precommencement communications by Track Data.
Item 12. Exhibits.
99.1 Press
release issued by Track Data Corporation, dated August
3, 2005