-----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, Pkv2JGUOYCPrU4+C9WnDO5YExIqMlD5S8soKzaMR2SXQ/aoDT5PZ3pSdQmYZidHy /lFg2MWEjqgFMMspk9neZg== 0000950146-98-000521.txt : 19980401 0000950146-98-000521.hdr.sgml : 19980401 ACCESSION NUMBER: 0000950146-98-000521 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980331 SROS: NONE GROUP MEMBERS: BARRY RUBENSTEIN GROUP MEMBERS: MARILYN RUBENSTEIN GROUP MEMBERS: THE RUBENSTEIN FAMILY LIMITED PARTNERSHIP GROUP MEMBERS: WOODLAND PARTNERS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SCANSOURCE INC CENTRAL INDEX KEY: 0000918965 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 570965380 STATE OF INCORPORATION: SC FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-53597 FILM NUMBER: 98582240 BUSINESS ADDRESS: STREET 1: 6 LOGUE COURT STE G CITY: GREENVILLE STATE: SC ZIP: 29615 BUSINESS PHONE: 8032882432 MAIL ADDRESS: STREET 1: 6 LOGUE COURT STE G CITY: GREENVILLE STATE: SC ZIP: 29615 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WOODLAND PARTNERS CENTRAL INDEX KEY: 0000936898 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 39 WOODLAND ROAD CITY: ROSLY STATE: NY ZIP: 11576 BUSINESS PHONE: 5166271032 MAIL ADDRESS: STREET 1: 68 WHEATLEY RD CITY: BROOKVILLE STATE: NY ZIP: 11545 SC 13D/A 1 SCHEDULE 13D AMENDMENT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 S C H E D U L E 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. 3)1 SCANSOURCE, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE - -------------------------------------------------------------------------------- (Title of Class of Securities) 806037107 - -------------------------------------------------------------------------------- (CUSIP Number) Copy to: Stephen A. Cohen, Esq. Woodland Partners Morrison Cohen Singer & Weinstein, LLP 68 Wheatley Road 750 Lexington Avenue Brookville, New York 11545 New York, New York 10022 Telephone (516) 626-3070 Telephone (212) 735-8600 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) March 23, 1998 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_|. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) - -------- 1 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 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). #184271 CUSIP No. 806037107 13D ================================================================================ 1 Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Woodland Partners ================================================================================ 2 Check the Appropriate Box if a Member of a Group* (a) |X| (b) |_| ================================================================================ 3 SEC Use Only ================================================================================ 4 Source of Funds* WC, OO ================================================================================ 5 Check Box if Disclosure of Legal Proceedings is Required |_| ================================================================================ 6 Citizenship or Place of Organization New York ================================================================================ 7 Sole Voting Power 100,000 shares 2.1% =========================================================== Number of 8 Shared Voting Power Shares 110,000 shares 2.2% Beneficially =========================================================== Owned By 9 Sole Dispositive Power Each 100,000 shares 2.1% Reporting =========================================================== Person 10 Shared Dispositive Power With 110,000 shares 2.2% ================================================================================ 11 Aggregate Amount Beneficially Owned By Each Reporting Person 210,000 shares ================================================================================ 12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* |_| ================================================================================ 13 Percent of Class Represented by Amount in Row (11) 4.3% ================================================================================ 14 Type of Reporting Person* PN ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! #184271 2 of 8 CUSIP No. 806037107 13D ================================================================================ 1 Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Barry Rubenstein ================================================================================ 2 Check the Appropriate Box if a Member of a Group* (a) |X| (b) |_| ================================================================================ 3 SEC Use Only ================================================================================ 4 Source of Funds* PF, OO ================================================================================ 5 Check Box if Disclosure of Legal Proceedings is Required |_| ================================================================================ 6 Citizenship or Place of Organization United States ================================================================================ 7 Sole Voting Power 50,000 shares 1.0% Number of =========================================================== Shares 8 Shared Voting Power Beneficially 160,000 shares 3.3% Owned By =========================================================== Each 9 Sole Dispositive Power Reporting 50,000 shares 1.0% Person =========================================================== With 10 Shared Dispositive Power 160,000 shares 3.3% ================================================================================ 11 Aggregate Amount Beneficially Owned By Each Reporting Person 210,000 shares ================================================================================ 12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* |_| ================================================================================ 13 Percent of Class Represented by Amount in Row (11) 4.3% ================================================================================ 14 Type of Reporting Person* IN ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! #184271 3 of 8 CUSIP No. 806037107 13D ================================================================================ 1 Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Marilyn Rubenstein ================================================================================ 2 Check the Appropriate Box if a Member of a Group* (a) |X| (b) |_| ================================================================================ 3 SEC Use Only ================================================================================ 4 Source of Funds* PF, OO ================================================================================ 5 Check Box if Disclosure of Legal Proceedings is Required |_| ================================================================================ 6 Citizenship or Place of Organization United States ================================================================================ 7 Sole Voting Power 40,000 shares 0.8% Number of =========================================================== Shares 8 Shared Voting Power Beneficially 170,000 shares 3.5% Owned By =========================================================== Each 9 Sole Dispositive Power Reporting 40,000 shares 0.8% Person =========================================================== With 10 Shared Dispositive Power 170,000 shares 3.5% ================================================================================ 11 Aggregate Amount Beneficially Owned By Each Reporting Person 210,000 shares ================================================================================ 12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* |_| ================================================================================ 13 Percent of Class Represented by Amount in Row (11) 4.3% ================================================================================ 14 Type of Reporting Person* IN ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! #184271 4 of 8 CUSIP No. 806037107 13D ================================================================================ 1 Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) The Rubenstein Family Limited Partnership ================================================================================ 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 |_| ================================================================================ 6 Citizenship or Place of Organization New York ================================================================================ 7 Sole Voting Power 20,000 shares 0.4% Number of =========================================================== Shares 8 Shared Voting Power Beneficially 190,000 shares 3.9% Owned By =========================================================== Each 9 Sole Dispositive Power Reporting 20,000 shares 0.4% Person =========================================================== With 10 Shared Dispositive Power 190,000 shares 3.9% ================================================================================ 11 Aggregate Amount Beneficially Owned By Each Reporting Person 210,000 shares ================================================================================ 12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* |_| ================================================================================ 13 Percent of Class Represented by Amount in Row (11) 4.3% ================================================================================ 14 Type of Reporting Person* PN ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! #184271 5 of 8 This statement, dated March 23, 1998, constitutes Amendment No. 3 to the Schedule 13D, dated March 18, 1994, regarding the reporting persons' ownership of certain securities of ScanSource, Inc. (the "Issuer"). The Schedule 13D is hereinafter referred to as the "Schedule." All capitalized terms used herein and otherwise undefined shall have the meanings ascribed in the Schedule. This Amendment No. 3 to the Schedule is filed in accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended, by the reporting persons. It shall refer only to information which has materially changed since the filing of the Schedule. ITEM 2. Identity and Background The address for Woodland Partners, Barry Rubenstein, Marilyn Rubenstein and the Rubenstein Partnership has been changed to: 68 Wheatley Road, Brookville, New York 11545. ITEM 5. Interests in Securities of Issuer. (a) The following list sets forth the aggregate number and percentage (based on 4,817,583 shares of Common Stock outstanding as of December 31, 1997 as reported by the Issuer in its Form 10-Q for the period ending December 31, 1997) of outstanding shares of Common Stock owned beneficially by each reporting person named in Item 2 of the Schedule, as of March 23, 1998: Shares of Percentage of Shares Common Stock of Common Stock Name Beneficially Owned(2) Beneficially Owned(1) - ---- --------------------- --------------------- Woodland Partners 210,000(3) 4.3% Barry Rubenstein 210,000(4) 4.3% Marilyn Rubenstein 210,000(5) 4.3% The Rubenstein Partnership 210,000(6) 4.3% - -------- 2 Includes the shares of Common Stock issuable upon the exercise of the Rev-Wood Warrant. 3 Woodland Partners disclaims beneficial ownership of 40,000 shares of Common Stock owned by Marilyn Rubenstein, the 20,000 shares of Common Stock owned by the Rubenstein Partnership, and the 50,000 shares of Common Stock issuable upon the exercise of the Rev-Wood Warrant owned by Barry Rubenstein. 4 90,000 shares of Common Stock beneficially owned by Barry Rubenstein represents his equity interest in Woodland Partners. Includes 50,000 shares of Common Stock issuable upon the exercise of the Rev-Wood Warrant. Mr. Rubenstein disclaims beneficial ownership of the 10,000 shares of Common Stock owned by Woodland Partners (which represents his wife's equity interest in Woodland Partners), and 40,000 shares of Common Stock owned by Marilyn Rubenstein. 5 10,000 shares of Common Stock represents Mrs. Rubenstein's equity interest in Woodland Partners. Mrs. Rubenstein disclaims beneficial ownership of 90,000 shares of Common Stock held by Woodland Partners (which represents her husband's equity interest in Woodland Partners) and 50,000 shares of Common Stock issuable upon the exercise of the Rev-Wood Warrant owned by Barry Rubenstein. 6 The Rubenstein Partnership disclaims beneficial ownership of the 100,000 shares of Common Stock owned by Woodland Partners, the 40,000 shares of Common Stock owned by Marilyn Rubenstein, and the 50,000 shares of Common Stock issuable upon the exercise of the Rev-Wood Warrant owned by Barry Rubenstein. #184271 6 of 8 (b) By virtue of being a general partner of Woodland Partners and a general partner of the Rubenstein Partnership, and by virtue of being the husband of Marilyn Rubenstein, Barry Rubenstein may be deemed to have shared power to vote and to dispose of 160,000 shares of Common Stock, representing approximately 3.3% of the outstanding Common Stock. Barry Rubenstein has sole power to vote and to dispose of 50,000 shares of Common Stock issuable upon the exercise of the Rev-Wood Warrant, representing approximately 1.0% of the outstanding Common Stock. Marilyn Rubenstein, by virtue of being a general partner of Woodland Partners and a general partner the Rubenstein Partnership, and by virtue of being the wife of Barry Rubenstein, may be deemed to have shared power to vote and to dispose of 120,000 shares of Common Stock and 50,000 shares of Common Stock issuable upon the exercise of the Rev-Wood Warrant, representing approximately 3.5% of the outstanding Common Stock. Marilyn Rubenstein has sole power to vote and to dispose of 40,000 shares of Common Stock, representing approximately 0.8% of the outstanding Common Stock. Woodland Partners has sole power to vote and to dispose of 100,000 shares of Common Stock, representing approximately 2.1% of the outstanding Common Stock. Woodland Partners may be deemed to have shared power to vote and to dispose of 60,000 shares of Common Stock, and 50,000 shares of Common Stock issuable upon the exercise of the Rev-Wood Warrant, representing approximately 2.2% of the outstanding Common Stock. The Rubenstein Partnership has sole power to vote and dispose of 20,000 shares of Common Stock, representing approximately 0.4% of the outstanding Common Stock. The Rubenstein Partnership may be deemed to have shared power to vote and to dispose of 140,000 shares of Common Stock, and 50,000 shares of Common Stock issuable upon the exercise of the Rev-Wood Warrant, representing approximately 3.9% of the outstanding Common Stock. (d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of such securities. (e) Effective upon the issuance of approximately 1,400,000 shares of Common Stock by the Issuer in October 1997, the reporting persons ceased to be the beneficial owners of more than five percent (5%) of the Common Stock. #184271 7 of 8 Signature After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned hereby certifies that the information set forth in this Schedule is true, complete, and correct. Date: March 27, 1998 /s/ Barry Rubenstein -------------------------------------------- Barry Rubenstein, individually, as General Partner on behalf of Woodland Partners, and as General Partner on behalf of The Rubenstein Family Limited Partnership /s/ Marilyn Rubenstein -------------------------------------------- Marilyn Rubenstein, individually, as General Partner on behalf of Woodland Partners, and as General Partner on behalf of The Rubenstein Family Limited Partnership ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). #184271 8 of 8 -----END PRIVACY-ENHANCED MESSAGE-----