0001193125-13-051967.txt : 20130212 0001193125-13-051967.hdr.sgml : 20130212 20130212170725 ACCESSION NUMBER: 0001193125-13-051967 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130212 DATE AS OF CHANGE: 20130212 GROUP MEMBERS: 1998 PC CONNECTION VOTING TRUST GROUP MEMBERS: DAVID HALL FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GALLUP PATRICIA CENTRAL INDEX KEY: 0001186630 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 730 MILFORD ROAD CITY: MERRIMACK STATE: NH ZIP: 03054 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PC CONNECTION INC CENTRAL INDEX KEY: 0001050377 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 020513618 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78746 FILM NUMBER: 13598106 BUSINESS ADDRESS: STREET 1: ROUTE 101A STREET 2: 730 MILFORD RD CITY: MERRIMACK STATE: NH ZIP: 03054 BUSINESS PHONE: 6036832000 MAIL ADDRESS: STREET 1: ROUTE 101A STREET 2: 730 MILFORD RD CITY: MERRIMACK STATE: NH ZIP: 03054 SC 13D/A 1 d485357dsc13da.htm SCHEDULE 13D AMENDMENT NO. 1 Schedule 13D Amendment No. 1

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 1)

 

 

PC CONNECTION, INC.

(Name of Issuer)

 

 

Common Stock par value $.01 per share

(Title of Class of Securities)

69318J100

(CUSIP Number)

Patricia Gallup

David Hall

1998 PC Connection Voting Trust

PC Connection, Inc.

Rt. 101A, 730 Milford Road

Merrimack, New Hampshire 03054

(603) 683-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 17, 2012

(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 Rules 13d-1(e), 13d-1(f), or 13d-1(g), check the following box.  ¨

 

 

 


CUSIP No. 69318J100    13D    Page 2 of 9

 

  1   

Names of Reporting Persons

Patricia Gallup

 

I.R.S. Identification for Nos. of Above Persons

  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

 

    515,000

     8)   

Shared Voting Power

 

    15,753,188

     9)   

Sole Dispositive Power

 

    8,384,094

   10)   

Shared Dispositive Power

 

    15,000

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    8,399,094

12  

Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares    x

 

13  

Percent of Class Represented by Amount in Row (11)

 

    32.4%(1)

14  

Type of Reporting Person

 

    IN

 

(1) 

Based upon 25,934,074 shares of PC Connection, Inc. Common Stock outstanding on January 31, 2013.


CUSIP No. 69318J100    13D    Page 3 of 9

 

  1   

Names of Reporting Persons

David Hall

 

I.R.S. Identification for Nos. of Above Persons

  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

 

    99,695

     8)   

Shared Voting Power

 

    15,738,188

     9)   

Sole Dispositive Power

 

    7,968,789

   10)   

Shared Dispositive Power

 

    0

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    7,968,789

12  

Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares    x

 

13  

Percent of Class Represented by Amount in Row (11)

 

    30.7%(1)

14  

Type of Reporting Person

 

    IN

 

(1) 

Based upon 25,934,074 shares of PC Connection, Inc. Common Stock outstanding on January 31, 2013.


CUSIP No. 69318J100    13D    Page 4 of 9

 

  1   

Names of Reporting Persons

1998 PC Connection Voting Trust

 

I.R.S. Identification for Nos. of Above Persons

  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

 

    15,723,188(1)

     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

12  

Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares    x

 

13  

Percent of Class Represented by Amount in Row (11)

 

    0%(2)

14  

Type of Reporting Person

 

    OO

 

(1) 

Based upon 25,934,074 shares of PC Connection, Inc. Common Stock outstanding on January 31, 2013.

(2) 

See Item 6.


CUSIP No. 69318J100    13D    Page 5 of 9

 

This Amendment No. 1 (“Amendment No. 1”) amends the statement on Schedule 13D initially filed on April 23, 2004 (the “Original Filing”) by Patricia Gallup, David Hall and the 1998 PC Connection Voting Trust (collectively, the “Reporting Parties”) with respect to common stock, par value $0.01 per share (the “Common Stock”), of PC Connection, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used and not defined in this Amendment No. 1 have the meanings set forth in the Original Filing. This Amendment No. 1 is being made to disclose the disposition of securities of the Issuer. Except as otherwise set forth herein, this Amendment No. 1 does not modify any of the information previously reported by the Reporting Parties in the Original Filing.

Item 2. Identity and Background.

Item 2 of the Original Filing is hereby amended and restated in its entirety as follows:

(a) - (f) This Schedule is filed on behalf of Patricia Gallup, with a principal place of business and principal office located at Rt. 101A, 730 Milford Road Merrimack, New Hampshire 03054. The principal occupation of Ms. Gallup is Chairman of the Board of Directors and Chief Administrative Officer of the Issuer. During the last five years, Ms. Gallup has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). During the last five years, Ms. Gallup has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such proceeding was or is subject to a judgment, decree, or final order enjoining future violation of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Ms. Gallup is a US citizen.

This Schedule is filed on behalf of David Hall, with a principal place of business and principal office located at Rt. 101A, 730 Milford Road Merrimack, New Hampshire 03054. The principal occupation of Mr. Hall is as a Business Analyst for the Issuer and a member of the Board of Directors of the Issuer. During the last five years, Mr. Hall has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). During the last five years, Mr. Hall has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such proceeding was or is subject to a judgment, decree, or final order enjoining future violation of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Hall is a US citizen.

This Schedule is filed on behalf of the 1998 PC Connection Voting Trust, with a principal place of business and principal office located at Rt. 101A, 730 Milford Road Merrimack, New Hampshire 03054. During the last five years, the 1998 PC Connection Voting Trust has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such proceeding was or is subject to a judgment, decree, or final order enjoining future violation of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The 1998 PC Connection Voting Trust is governed by US law.

Item 5. Interest in Securities of the Issuer.

The percentages below are based on 25,934,074 shares of Common Stock outstanding on January 31, 2013.

(a)-(b)

Ms. Gallup beneficially owns 8,399,094 shares of Common Stock, representing 32.4% of Common Stock as of the date of filing this statement. This amount includes 15,000 shares of Common Stock held by Ms. Gallup’s spouse, as to which Ms. Gallup disclaims beneficial ownership. Ms. Gallup has the sole power to vote or direct the vote of 515,000 shares; Ms. Gallup has the shared power to vote or direct the vote of 15,753,188 shares; Ms. Gallup has the sole power to dispose or direct the disposition as to 8,384,094 shares; and Ms. Gallup has the shared power to dispose or direct the dispostion as to 15,000 shares.

Mr. Hall beneficially owns 7,968,789 shares of Common Stock, representing 30.7% of Common Stock as of the date of filing this statement. Mr. Hall has sole power to vote or direct the vote as to 99,695 shares; Mr. Hall has the shared power to vote or direct the vote as to 15,738,188 shares; and Mr. Hall has the sole power to dispose or direct the disposition as to 7,968,789 shares.

The 1998 PC Connection Voting Trust has the shared power to vote or direct the vote of 15,738,188 shares of Common Stock, representing 60.7% of Common Stock as of the date of filing this statement.

(c) See Schedule 5(c) attached hereto.


CUSIP No. 69318J100    13D    Page 6 of 9

 

(d) None.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings, or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following paragraph to the end:

On December 14, 2012, Ms. Gallup and Mr. Hall entered into a Stock Purchase Agreement with the Issuer, pursuant to which the Issuer bought back 300,000 shares of Common Stock from each of Ms. Gallup and Mr. Hall at a price per share of $10.578, which is based on the volume weighted-average share price of the Issuer’s stock for the fifteen trading days ended December 13, 2012.

Item 7. Material to be Filed as Exhibits. The following documents are filed as exhibits to this statement:

 

Exhibit 1.**   Joint Filing Agreement, dated as of February 11, 2013, by and among the Reporting Parties.
Exhibit 2.   Form of 1998 PC Connection Voting Trust Agreement among the Registrant, Patricia Gallup individually and as a trustee, and David Hall individually and as trustee (Incorporated by reference from the exhibits filed with the Company’s registration statement (333-41171) on Form S-1 filed under the Securities Act of 1933).
Exhibit 3.   Stock Purchase Agreement, dated December 14, 2012, by and among PC Connection, Inc., Patricia Gallup and David Hall (Incorporated by reference from Exhibit 99.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 17, 2012).

 

** Filed herewith


SIGNATURES

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.

 

Date: February 11, 2013     By:  

/s/ Patricia Gallup

      Patricia Gallup
Date: February 11, 2013     By:  

/s/ David Hall

      David Hall
    1998 PC Connection Voting Trust
Date: February 11, 2013     By:  

/s/ Patricia Gallup

      Patricia Gallup, as Trustee
Date: February 11, 2013     By:  

/s/ David Hall

      David Hall, as Trustee
    PC Connection, Inc.
Date: February 11, 2013     By:  

/s/ Joseph Driscoll

     

Joseph Driscoll

Senior Vice President, Treasurer, and Chief Financial Officer


EXHIBIT INDEX

 

Exhibit 1.**   Joint Filing Agreement, dated as of February 11, 2013, by and among the Reporting Parties.
Exhibit 2.   Form of 1998 PC Connection Voting Trust Agreement among the Registrant, Patricia Gallup individually and as a trustee, and David Hall individually and as trustee (Incorporated by reference from the exhibits filed with the Company’s registration statement (333-41171) on Form S-1 filed under the Securities Act of 1933).
Exhibit 3.   Stock Purchase Agreement, dated December 14, 2012, by and among PC Connection, Inc., Patricia Gallup and David Hall (Incorporated by reference from Exhibit 99.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 17, 2012).

 

** Filed herewith

 


Schedule 5(c)

The following are transactions effected by the Reporting Persons in the last sixty 60 days:

On December 14, 2012, Ms. Gallup entered into a Stock Purchase Agreement with the Issuer, pursuant to which the Issuer purchased 300,0000 shares of Common Stock from Ms. Gallup at a price per share of $10.578, which is based on the volume weighted-average share price of the Issuer’s stock for the fifteen trading days ended December 13, 2012.

On December 14, 2012, Mr. Hall entered into a Stock Purchase Agreement with the Issuer, pursuant to which the Issuer purchased 300,0000 shares of Common Stock from Mr. Hall at a price per share of $10.578, which is based on the volume weighted-average share price of the Issuer’s stock for the fifteen trading days ended December 13, 2012.

On December 7, 2012, Mr. Hall gifted 25,000 shares of Common Stock to a charity that operates on land and in a building owned by Mr. Hall. The charity sold some of these shares as set forth below:

 

Date

   Number of Shares      Weighted Average Price  

12/10/2012

     1,530         10.3282   

12/11/2012

     8,600         10.3856   

2/11/2013

     5,000         14.6050   


Exhibit 1

AGREEMENT

Pursuant to Rule 13d-1(k), promulgated under the Securities Exchange Act of 1934, the undersigned persons hereby agree to file with the Securities and Exchange Commission this Statement on Schedule 13D (the “Statement”) to which this Joint Filing Agreement (the “Agreement”) is attached as an exhibit and any future amendments thereto, and agree that such Statement is filed on behalf of each of them.

EXECUTED as a sealed instrument this 11th day of February 2013.

 

By:  

/s/ Patricia Gallup

  Patricia Gallup
By:  

/s/ David Hall

  David Hall
1998 PC Connection Voting Trust
By:  

/s/ Patricia Gallup

  Patricia Gallup, as Trustee
By:  

/s/ David Hall

  David Hall, as Trustee
PC Connection, Inc.
By:  

/s/ Joseph Driscoll

 

Joseph Driscoll

Senior Vice President, Treasurer, and Chief Financial Officer