-----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, JNbw7pdqVofrmUOASvB4lJGJsj4Bmrg1jG1pqF7e2/m68Gw4VOuqnsOWa8vIQyM2 BmxG6UTxArUPWTWld+xItg== 0000883979-98-000003.txt : 19980224 0000883979-98-000003.hdr.sgml : 19980224 ACCESSION NUMBER: 0000883979-98-000003 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980223 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: POMEROY COMPUTER RESOURCES INC CENTRAL INDEX KEY: 0000883979 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 311277808 STATE OF INCORPORATION: DE FISCAL YEAR END: 0105 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-43896 FILM NUMBER: 98547236 BUSINESS ADDRESS: STREET 1: 1840 AIRPORT EXCHANGE BLVD, SUITE 240 CITY: ERLANGER STATE: KY ZIP: 41018 BUSINESS PHONE: 6062827111 MAIL ADDRESS: STREET 1: 1840 AIRPORT EXCHANGE BLVD STREET 2: SUITE 240 CITY: ERLANGER STATE: KY ZIP: 41018 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: POMEROY COMPUTER RESOURCES INC CENTRAL INDEX KEY: 0000883979 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 311277808 STATE OF INCORPORATION: DE FISCAL YEAR END: 0105 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1840 AIRPORT EXCHANGE BLVD, SUITE 240 CITY: ERLANGER STATE: KY ZIP: 41018 BUSINESS PHONE: 6062827111 MAIL ADDRESS: STREET 1: 1840 AIRPORT EXCHANGE BLVD STREET 2: SUITE 240 CITY: ERLANGER STATE: KY ZIP: 41018 SC 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) POMEROY COMPUTER RESOURCES, INC. _________________________________________________________________ (Name of Issuer) COMMON STOCK, $.01 PAR VALUE _________________________________________________________________ (Title of Class of Securities) 731822 10 2 _________________________________________________________________ (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 disclosures provided in a prior cover page. The information required on 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). _________________________________________________________________ 1) Names of Reporting Persons I. R. S. Identification Nos. of Above Persons (entities only) David B. Pomeroy, II _________________________________________________________________ 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) ______ (b) ______ _________________________________________________________________ 3) SEC Use Only _____________________________ _________________________________________________________________ 4) Citizenship or Place of Organization United States of America _________________________________________________________________ Number of Shares (5) Sole Voting Power 2,373,235* Beneficially Owned (6) Shared Voting Power 95,297** by Each Reporting (7) Sole Dispositive Power 2,373,235* Person With (8) Shared Dispositive Power 95,297** * Includes 130,875 Shares issuable upon exercise of currently exercisable stock options. Excludes 25,000 shares issuable upon exercise of currently exercisable stock options granted subsequent to the end of the 1997 calendar year. ** Includes 22,636 Shares owned by Mr. Pomeroy's spouse as to which he disclaims beneficial ownership. Also includes 72,661 Shares owned by Pomeroy Computer Resources, Inc. ESOP ( "ESOP" ), of which Mr. Pomeroy is a trustee. Of the 72,661 Share owned by ESOP, Mr. Pomeroy disclaims beneficial ownership except as to the 33,161 Shares allocated to his account which shares he has the right to vote under the ESOP with respect to certain matters. _________________________________________________________________ 9) Aggregate Amount Beneficially Owned by Each Reporting Person 2,468,532 _________ _________________________________________________________________ 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) _________________________________________________________________ 11) Percent of Class Represented by Amount in Row (9) 27.1% ______ _________________________________________________________________ 12) Type of Reporting Person (See Instructions) IN ____________ _________________________________________________________________ Item 1(a). Name of Issuer. Pomeroy Computer Resources, Inc. Item 1(b). Address of Issuer's Principal Executive Officers. 1020 Petersburg Road Hebron, Kentucky 41048 Item 2(a). Name of Person Filing. David B. Pomeroy, II Item 2(b). Address of Principal Business Office or, if none, Residence. 1020 Petersburg Road Hebron, Kentucky 41048 Item 2(c). Citizenship. United States of America Item 2(d). Title of Class of Securities. Common Stock, $.01 par value Item 2(e). CUSIP Number. 731822 10 2 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) __ Investment Adviser registered under section 203 of the Investment Advisers Act of 1940 (f) __ Employee Benefit Plan, Pension Fund which is subject to the provision of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see S240.13d-1(b)(1)(ii)(F) (g) __ Parent Holding Company, in accordance with S240.13d-1(b)(ii)(G) (Note: See Item 7) (h) __ Group, in accordance with S240.13d-1(b)(1)(ii)(H) Item 4. Ownership. If the percent of the class owned, as of December 31 of the year covered by the statement, or as of the last day of any month described in Rule 13d-1(b)(2), if applicable, exceeds five percent, provide the following information as of that date and identify those shares which there is a right to acquire. (a) Amount Beneficially Owned: 2,468,532, including (i) 130,875 Shares issuable upon exercise of currently exercisable stock options; (ii) 22,636 Shares owned by Mr. Pomeroy's spouse as to which he disclaims beneficial ownership; and (iii) 72,661 Shares owned by ESOP, of which Mr. Pomeroy is a trustee. Of the 72,661 Share owned by ESOP, Mr. Pomeroy disclaims beneficial ownership except as to the 33,161 Shares allocated to his account which shares he has the right to vote under the ESOP with respect to certain matters. Excludes 25,000 shares issuable upon exercise of currently exercisable stock options granted subsequent to the end of the 1997 calendar year. (b) Percent of Class: 21.7% (c) Number of Shares as to which such person has: (i) sole power to vote or to direct the vote 2,373,235* (ii) shared power to vote or to direct the vote 95,297** (iii) sole power to dispose or to direct the disposition of 2,373,235* (iv) shared power to dispose or to direct the disposition of 95,297** Instruction: For computations regarding securities which represent a right to acquire an underlying security see Rule 13d- 3(d)(1). * Includes 130,875 Shares issuable upon exercise of currently exercisable stock options. Excludes 25,000 shares issuable upon exercise of currently exercisable stock options granted subsequent to the end of the 1997 calendar year. ** Includes 22,636 Shares owned by Mr. Pomeroy's spouse as to which he disclaims beneficial ownership. Also includes 72,661 Shares owned by Pomeroy Computer Resources, Inc. ESOP ( "ESOP" ), of which Mr. Pomeroy is a trustee. Of the 72,661 Share owned by ESOP, Mr. Pomeroy disclaims beneficial ownership except as to the 33,161 Shares allocated to his account which shares he has the right to vote under the ESOP with respect to certain matters. will be filed, if required, by members of the group, in their individual capacity. See Item 5. Not Applicable Item 10. Certification. The following certification shall be included in the statement is filed pursuant to Rule 13d-1(b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and 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 my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date February 13, 1998 By: /s/ David B. Pomeroy, II __________________ _________________________ David B. Pomeroy, II The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general part of this filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. -----END PRIVACY-ENHANCED MESSAGE-----