-----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, S1MJneXzeSQCltRHx/FgLqZkAhzcBOe75GSGQ+mv2rP7UER/0YXQAuNt7klL3Dom IkTEu954inX+S7qAHMm/cg== 0000907098-96-000013.txt : 19960216 0000907098-96-000013.hdr.sgml : 19960216 ACCESSION NUMBER: 0000907098-96-000013 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960214 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN ELECTRONICS CORP CENTRAL INDEX KEY: 0000800286 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 222715444 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-37943 FILM NUMBER: 96518543 BUSINESS ADDRESS: STREET 1: 4916 N ROYAL ATLANTA DR CITY: TUCKER STATE: GA ZIP: 30085 BUSINESS PHONE: 7709418962 MAIL ADDRESS: STREET 1: 4916 NORTH ROYAL ATLANTA DRIVE CITY: TUCKER STATE: GA ZIP: 30085 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SED ASSOCIATES A GEORGIA GENERAL PARTNERSHIP CENTRAL INDEX KEY: 0000902755 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 4916 NORTH ROYAL ATLANTA DRIVE CITY: TUCKER STATE: GA ZIP: 30085 BUSINESS PHONE: 4044918962 MAIL ADDRESS: STREET 1: 4916 NORTH ROYAL ATLANTA DRIVE CITY: TUCKER STATE: GA ZIP: 30084 SC 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7)* Southern Electronics Corporation (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 842811 10 1 (CUSIP Number) Check the following box if a fee is being paid with this statement . (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). *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). 13G CUSIP NO. 842811 10 1 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SED Associates, a Georgia general partnership (See Item 6) 58-1701459 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Georgia NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 758,101 6 SHARED VOTING POWER 0 7 SOLE DISPOSITIVE POWER 758,101 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 758,101 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.1% 12 TYPE OF REPORTING PERSON PN Item 1(a). Name of Issuer: Southern Electronics Corporation Item 1(b). Address of Issuer's Principal Executive Offices: 4916 North Royal Atlanta Drive Atlanta, Georgia 30085 Item 2(a). Name of Person Filing: SED Associates, a Georgia general partnership Item 2(b). Address of Principal Business Office or, if None, Residence: 4916 North Royal Atlanta Drive Atlanta, Georgia 30085 Item 2(c). Citizenship: Georgia Item 2(d). Title of Class of Securities: Common Stock, $.01 par value Item 2(e). CUSIP Number: 842811 10 1 Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: Inapplicable Item 4. Ownership: (a) Amount beneficially owned: 758,101* (b) Percent of class: 10.1% (c) Number of shares as to which such person has (i) sole power to vote or direct the vote: 758,101* (ii) shared power to vote or direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 758,101* (iv) shared power to dispose or direct the disposition of: 0 * See Item 6 Item 5. Ownership of Five Percent or Less of a Class: Inapplicable Item 6. Ownership of More than Five Percent on Behalf of Another Person: SED Associates is a Georgia general partnership. The following table identifies the general partners of the reporting person and the approximate partnership interest held by each. Name of General Partner Gerald Diamond (1) Trust FBO Julie Diamond (2) Mark Diamond (2) ZS Partners (3) (1) Managing Partner of SED Associates. Gerald Diamond has a 96.7% partnership interest in SED Associates, but exercises voting and investment power over all of the shares held by the partnership as Managing Partner. (2) Mark Diamond exercises voting and investment power over a 1.63% partnership interest on his own behalf and, as trustee, over an additional 1.63% partnership interest owned by a trust for the benefit of Julie Diamond. (3) ZS Partners is a general partnership consisting of Messrs. Michel Zaleski, Ned L. Sherwood and Thomas Epstein. ZS Partners exercises no voting or investment power with respect to the shares of Common Stock held by the reporting person; however, pursuant to the terms of the Partnership Agreement, ZS Partners is entitled to a percentage of the gain resulting from SED Associates' sale of Company common stock. Messrs. Zaleski and Sherwood share voting and investment power with respect to the shares of Common Stock owned by ZS Partners and have each filed an individual Report on Schedule 13G with respect to their beneficial ownership of the Company's Common Stock. Mr. Epstein does not exercise any voting or investment power over the shares held by ZS Partners. As a result, Mr. Epstein has not filed a Schedule 13G for the year ended December 31, 1995. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: Inapplicable Item 8. Identification and Classification of the Members of the Group: Inapplicable Item 9. Notice of Dissolution of Group: Inapplicable Item 10. Certification: Inapplicable 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. Date: February ___, 1996 Signature: SED ASSOCIATES By: Name/Title: Gerald Diamond Managing Partner -----END PRIVACY-ENHANCED MESSAGE-----