-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, nGT3PTGBGvWg+tBLNlhuXXqPrtvD2IuJEGp88VRiUqzz+IIwY4ty3uLGY0DTyfxM id0/zkxGGRTg4P8x/lQblw== 0000813917-94-000024.txt : 19940215 0000813917-94-000024.hdr.sgml : 19940215 ACCESSION NUMBER: 0000813917-94-000024 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940214 GROUP MEMBERS: HARRIS ASSOCIATES L P GROUP MEMBERS: HARRIS ASSOCIATES, INC. GROUP MEMBERS: HESPERUS PARTNERS, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL PICTURE & FRAME CO CENTRAL INDEX KEY: 0000910617 STANDARD INDUSTRIAL CLASSIFICATION: 2400 IRS NUMBER: 363832862 FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 34 SEC FILE NUMBER: 005-42827 FILM NUMBER: 94507497 BUSINESS ADDRESS: STREET 1: 1500 COMMERCE ST CITY: GREENWOOD STATE: MI ZIP: 38930 BUSINESS PHONE: 6014536686 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HARRIS ASSOCIATES L P CENTRAL INDEX KEY: 0000813917 STANDARD INDUSTRIAL CLASSIFICATION: 0000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2 NORTH LASALLE STREET STREET 2: SUITE 500 CITY: CHICAGO STATE: IL ZIP: 60602-3790 BUSINESS PHONE: 312-621-0600 MAIL ADDRESS: STREET 1: 2 NORTH LASALLE STREET STREET 2: SUITE 500 CITY: CHICAGO STATE: IL ZIP: 60602-3790 SC 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) National Picture and Frame Company (Name of Issuer) Common Stock $0.01 Par Value (Title of Class of Securities) 637152109 (CUSIP Number) Check the following box if a fee is being paid with this statement [X]. (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). Page 1 of 8 pages CUSIP No. 637152109 13G Page 2 of 8 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Harris Associates L.P. 36-3484078 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] Not Applicable (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ______________ | NUMBER OF | 5. SOLE VOTING POWER | SHARES | None | BENEFICIALLY | 6. SHARED VOTING POWER | OWNED BY | None | EACH | 7. SOLE DISPOSITIVE POWER | REPORTING | None | PERSON | 8. SHARED DISPOSITIVE POWER | WITH | 298,800 _______________| 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 298,800 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* Not Applicable 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.98% 12. TYPE OF REPORTING PERSON* IA Page 2 of 8 pages CUSIP No. 637152109 13G Page 3 of 8 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Harris Associates Inc. 36-2951006 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] Not Applicable (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ______________ | NUMBER OF | 5. SOLE VOTING POWER | SHARES | None | BENEFICIALLY | 6. SHARED VOTING POWER | OWNED BY | None | EACH | 7. SOLE DISPOSITIVE POWER | REPORTING | None | PERSON | 8. SHARED DISPOSITIVE POWER | WITH | 298,800 ______________| 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 298,800 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* Not Applicable 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.98% 12. TYPE OF REPORTING PERSON* CO Page 3 of 8 pages CUSIP No. 637152109 13G Page 4 of 8 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Hesperus Partners, Ltd. 36-2951006 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] Not Applicable (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Illinois ______________ | NUMBER OF | 5. SOLE VOTING POWER | SHARES | 298,800 | BENEFICIALLY | 6. SHARED VOTING POWER | OWNED BY | None | EACH | 7. SOLE DISPOSITIVE POWER | REPORTING | None | PERSON | 8. SHARED DISPOSITIVE POWER | WITH | 298,800 ______________| 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 298,800 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* Not Applicable 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.98% 12. TYPE OF REPORTING PERSON* CO Page 4 of 8 pages Item 1(a) Name of Issuer: National Picture and Frame Company Item 1(b) Address of Issuer's Principal Executive Offices: 1500 Commerce Street Greenwood, Michigan 38980 Item 2(a) Name of Person Filing: Harris Associates L.P. ("Harris") Harris Associates, Inc. (the "General Partner") Item 2(b) Address of Principal Business Office: Both Harris and the General Partner maintain their principal offices at: 2 North LaSalle Street, Suite 500 Chicago, Illinois 60602 Item 2(c) Citizenship: Harris is a Delaware limited partnership. The General Partner is a Delaware corporation. Item 2(d) Title of Class of Securities: Common Stock, $0.01 Par Value (the "Shares") Item 2(e) CUSIP Number: 637152109 Item 3 Type of Person: (e) Harris is an Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. The General Partner is the sole general partner of Harris. Item 4 Ownership (at December 31, 1993): (a) By reason of advisory and other relationships with the persons who own the Shares, Harris may be deemed to be the beneficial owner of the following Shares: 298,800 shares -5- (b) Percent of class: (based on 5,000,000 shares outstanding) 5.98% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: none (ii) shared power to vote or to direct the vote: none (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: 298,800 Hesperus is the beneficial owner of 298,800 Shares, which is 5.98% of the 5,000,000 outstanding Shares of the Company as of December 31, 1993. By reason of advisory and other relationships with Hesperus, Harris may also be deemed to be the indirect beneficial owner of 298,800 Shares. Hesperus, by virtue of its beneficial ownership of the Shares, and Harris by virtue of its advisory relationship with Hesperus, share the power to dispose of 298,800 Shares. Hesperus has the power to vote the foregoing Shares. Harris generally does not have the power to vote any of the foregoing Shares, except in its capacity as general partner of Hesperus. Harris may, however, assist Hesperus in the ordinary course of Harris' business, by providing information or advice to Hesperus in connection with matters which are submitted to Shareholders for a vote or voting on such matters if requested to do so by Hesperus. Harris may also act in its capacity as general partner of Hesperus in connection with voting the Shares. Item 5 Ownership of Five Percent or Less of a Class: Not Applicable -6- Item 6 Ownership of More than Five Percent on Behalf of Another Person: The Common Stock reported herein has been acquired on behalf of discretionary and other advisory clients of Harris. The 298,800 Shares of Common Stock indicated as "shared power to dispose or to direct the disposition of:" are owned by Hesperus. Harris serves as investment adviser to Hesperus and Hesperus, as described in Item 4, is presently the only party which has an Interest relating to more than five percent (5%) of the Class of such securities. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: Not applicable Item 8 Identification and Classification of Members of the Group: Not applicable Item 9 Notice of Dissolution of Group: Not applicable Item 10 Certification: 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 purpose or effect. -7- 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. Dated: February 14, 1994 Harris Associates, Inc., for itself and, as general partner for Harris Associates L.P. By: Joseph E. Braucher Joseph E. Braucher Secretary, Treasurer and Director Hesperus Partners, Ltd. By: Harris Associates L.P., its general partner as of 12/31/93 By: Harris Associates, Inc., its general partner as of 12/31/93 By: Joseph E. Braucher Joseph E. Braucher Secretary, Treasurer and Director -8- -----END PRIVACY-ENHANCED MESSAGE-----