-----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, WUko5MtaX0Z02lZOXWH831Jtp7KivwEniUzPXHSPRkY6xMC9Dts91LhG6yfa3TjW r7dwN+wBy4z8KgC7uk5Cng== 0000880227-00-000001.txt : 20000316 0000880227-00-000001.hdr.sgml : 20000316 ACCESSION NUMBER: 0000880227-00-000001 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000315 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HARDING LAWSON ASSOCIATES GROUP INC CENTRAL INDEX KEY: 0000818968 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 680132062 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-39023 FILM NUMBER: 570135 BUSINESS ADDRESS: STREET 1: 707 17TH ST STREET 2: STE 2400 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3032936100 MAIL ADDRESS: STREET 1: 707 17TH ST STREET 2: STE 2400 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: HARDING ASSOCIATES INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HILLSON PARTNERS LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000880227 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521739411 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 6900 WISCONSIM AVENUE SUITE 501 CITY: BETHESDA STATE: MD ZIP: 20815 BUSINESS PHONE: 3014223300 MAIL ADDRESS: STREET 1: 6900 WISCONSIN AVENUE SUITE 501 CITY: BETHESDA STATE: MD ZIP: 20815 SC 13D 1 Page 1 of 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities and Exchange Act of 1934 (Amendment No. 2 ) Harding Lawson Associates Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 412293102 (Cusip Number) Daniel H. Abramowitz, Hillson Partners Limited Partnership, 6900 Wisconsin Avenue, Suite 501, Bethesda, Maryland 20815 (301) 656-9669 (Name, Address and Telphone Number of Person Authorized to Receive Notices and Communications) March 6, 2000 (Date of Event which Requires Filing of this Statement) If the filing person has previousely 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 Rule 13d-1(b)(3) or (4), check the following box . Check the following box if a fee is being paid with this statement . CUSIP N0. 412293102 Page 2 of 7 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Hillson Partners Limited Partnership 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION MARYLAND 7. SOLE VOTING POWER 371,028 SHARES 8. SHARED VOTING POWER 0 SHARES 9. SOLE DISPOSITIVE POWER 371,028 SHARES 10. SHARED DISPOSITIVE POWER 0 SHARES 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 371,028 SHARES 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.41% 14. TYPE OF REPORTING PERSON* PN PAGE 3 OF 7 Item 1. Security and Issuer. This statement relates to the shares of common stock, $.01 par value per share (the "Shares") of Harding Lawson Associates Group, Inc. (the"Issuer") which maintains its principal executive offices at 707 Seventeenth Street, Suite 2400, Denver, Colorado 80802. Item 2. Identity and Background. (a), (b) and (c) This statement is filed by Hillson Partners Limited Partnership ("Hillson"), 6900 Wisconsin Avenue, Suite 501, Bethesda, Maryland 20815. Hillson was formed as a limited partnership in October of 1991 under the laws of the State of Maryland for the purpose, among other things, of investing its assets in stocks, bonds and other financial instruments. The general partner of Hillson is Hillson Financial Management, Inc., a Maryland corporation whose President and controlling stockholder is Daniel H. Abramowitz. (d) During the past five years, neither Hillson nor Mr. Abramowitz has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, neither Hillson nor Mr. Abramowitz has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which was subject to a judgment, decree of final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. (f) Hillson is a Maryland limited partnership. Page 4 of 7 Pages Item 3. Source and Amount of Funds. The aggregate purchase price, including brokerage commissions, for the 371,028 Shares acquired by Hillson as of the close of business on July 30, 1999 is $2,815,074. Such funds were provided by Hillson's working capital. Item 4. Purpose of Transaction. Hillson has purchased the Shares for capital appreciation. Hillson has no current plans or proposals regarding any extraordinary transaction involving the Issuer, including any merger, reorganization or liquidation, sale or transfer of assets, change in the board of directors or management, change in the present capitalization or dividend policy, change in business or corporate structure, change in the charter or by-laws or any action similar to any of the foregoing. Hillson may buy or sell Shares in the future depending on price, availability and general market conditions. Hillson believes that the Issuer's shares are significantly undervalued. Hillson has had discussions with the Issuer and other shareholders regarding various ways to enhance shareholder value, and Hillson expects to continue to have such discussions in the future. Specifically, Hillson believes that there are strategic and/or financial buyers that would be interested in acquiring the Issuer at a price and within a time frame that would make this the most attractive option for shareholders. Hillson has communicated this to the Issuer and intends to continue to do so. In addition, Hillson has also suggested that the Issuer consider a self-tender offer as another way to enhance shareholder value in both the short and long-term. In the event that the Shares remain undervalued and the Issuer does not take steps such as those listed above an/or other steps that Hillson views as favorable to shareholders, Hillson will explore other alternatives, including but not limited to seeking representation on the Board of Directors of the Issuer, submitting proposals for stockholder approval at annual or special meetings or supporting similar efforts by other stockholders. Except as disclosed herein, Hillson has no current intention with respect to any action referred to in the text of Item 4 of Schedule 13D, however, Hillson reserves the right to act with respect to any of them as it deems in its own best interests at any time. Item 5. Interest in Securities of the Issuer. (a) As of the close of business on September 30, 1999 Hillson owned beneficially 371,028 Shares representing 7.41% of the Shares outstanding. The aggregate percentage of Shares of Common Stock reported owned by each person named herein is based upon 5,004,328 Shares outstanding, which is the total number of Shares of Common Stock outstanding as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended November 30, 1999. Page 5 of 7 Pages (b) The information in Items 7 through 10 of the cover sheet to this Schedule 13D is incorporated herein by reference. (c) All transactions by Hillson in the Shares in the sixty days preceding the date of the Statement are reported on Schedule A attached hereto and incorporated herein by reference. All such transactions were open market transactions effected by Hillson, unless otherwise indicated, on the NASDAQ national market system. (d) No person, other than Hillson, has the right to receive dividends from, and proceeds from the sale of, the Shares reported on herein. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None. Item 7. Material to be Filed as Exhibits. None. Page 6 of 7 Pages 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: March 15, 2000 Hillson Partners Limited Partnership By: Hillson Financial Management, Inc. By: Daniel H. Abramowitz President Page 7 of 7 Pages SCHEDULE A Transactions by Hillson Partners Limited Partnership in the Shares of DMI in the sixty days preceding the date of this Statement. Number of Date Shares Purchased Price Per Share* 3/3/00 4,000 8.075 3/6/00 1,500 8.004 3/9/00 6,000 7.985 * Includes brokerage commissions -----END PRIVACY-ENHANCED MESSAGE-----