-----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, MjutjItdf6NhvInAJtn6SfoBSWdsTG9sS9zeEE3w43VAaDfzD1o0vRYUyzqQekV/ 6jZhGYAtLYzSChZRNEiU2A== 0000914248-97-000037.txt : 19970211 0000914248-97-000037.hdr.sgml : 19970211 ACCESSION NUMBER: 0000914248-97-000037 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970207 SROS: NASD GROUP MEMBERS: AUSTIN W. MARXE GROUP MEMBERS: AWM INVESTMENT COMPANY, INC. GROUP MEMBERS: MGP ADVISERS LIMITED PARTNERSHIP GROUP MEMBERS: SPECIAL SITUATIONS FUND III L P SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PC ETCETERA INC CENTRAL INDEX KEY: 0000827053 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 133260705 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40838 FILM NUMBER: 97520308 BUSINESS ADDRESS: STREET 1: 462 7TH AVE CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2127365870 MAIL ADDRESS: STREET 1: 90 MERRICK AVE 9TH FLOOR STREET 2: 90 MERRICK AVE 9TH FLOOR CITY: EAST MEADOW STATE: NY ZIP: 11554 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SPECIAL SITUATIONS FUND III L P CENTRAL INDEX KEY: 0000914248 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133737427 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 153 E 53 ST 51ST FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128325300 MAIL ADDRESS: STREET 1: 153 EAST 53RD STREET 51ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___2_____)* PC Etcetera, Inc. ______________________________________________________ (Name of Issuer) Common Stock, $.01 Par Value ______________________________________________________ (Title of Class of Securities) 693189102 ____________________________________ (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 the 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). CUSIP No.693189102 13G Page 2 of 12 - ---------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Special Situations Fund III, L.P. ("The Fund") F13-3737427 - ---------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | | (b) |X| - ---------------------------------------------------------------- (3) SEC USE ONLY - ---------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ---------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 451,436 SHARES ------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER None OWNED BY ------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 451,436 REPORTING ------------------------------------------------- PERSON WITH (8) SHARED DISPOSITIVE POWER None - ---------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON 451,436 - ---------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* - ---------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 451,436 - ---------------------------------------------------------------- (12) TYPE OF REPORTING PERSON* IV - ---------------------------------------------------------------- CUSIP No.693189102 13G Page 3 of 12 - ---------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MGP Advisers Limited Partnership ("MGP) F13-3263120 - ---------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | | (b) |X| - ---------------------------------------------------------------- (3) SEC USE ONLY - ---------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ---------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER None SHARES ------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER None OWNED BY ------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 451,436 REPORTING ------------------------------------------------- PERSON WITH (8) SHARED DISPOSITIVE POWER None - ---------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON 451,436 - ---------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* - ---------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.8 - ---------------------------------------------------------------- (12) TYPE OF REPORTING PERSON* IA - ---------------------------------------------------------------- CUSIP No. 693189102 13G Page 4 of 12 - ---------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AWM Investment Company, Inc. ("AWM") 11-2086452 - ---------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | | (b) |X| - ---------------------------------------------------------------- (3) SEC USE ONLY - ---------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ---------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 150,480 SHARES ------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER None OWNED BY ------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 601,916 REPORTING ------------------------------------------------- PERSON WITH (8) SHARED DISPOSITIVE POWER None - ---------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON 601,916 - ---------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* - ---------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.1 - ---------------------------------------------------------------- (12) TYPE OF REPORTING PERSON* IA - ---------------------------------------------------------------- CUSIP No.693189102 13G Page 5 of 12 - ---------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Austin W. Marxe ###-##-#### - ---------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | | (b) |X| - ---------------------------------------------------------------- (3) SEC USE ONLY - ---------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION United States - ---------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 150,480 SHARES ------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER 451,436 OWNED BY ------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 601,916 REPORTING ------------------------------------------------- PERSON WITH (8) SHARED DISPOSITIVE POWER None - ---------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON 601,916 - ---------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* - ---------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.1 - ---------------------------------------------------------------- (12) TYPE OF REPORTING PERSON* IN - ---------------------------------------------------------------- Page 6 of 12 Pages Item 1. (a) Name of Issuer: PC Etcetera, Inc. (b) Address of Issuer's Principal Executive Offices: 450 7TH Avenue, New York, NY 10123 Item 2. (a)-(c) Name of Person Filing; Address of Principal Business Office; and Place of Organization: This statement is filed on behalf of (i) Special Situations Fund III, L.P., a Delaware limited partnership (the "Fund"), (ii) MGP Advisers Limited Partnership, a Delaware Limited Partnership ("MGP"), (iii) AWM Investment Company, Inc., a Delaware corporation ("AWM") and (iv) Austin W. Marxe. Each of the foregoing is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." The principal office and business address of the Reporting Persons is 153 East 53 Street, New York, New York 10022. The busines of the Fund is to acquire, purchase, invest in, sell, convey, transfer, exchange and otherwise trade in principally equity and equity related securities. MGP is a general partner of and investment adviser to the Fund. MGP is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. The principal business of MGP is to act as a general partner of and investment adviser to the Fund. AWM, a Delaware corporation primarily owned by Austin Marxe, serves as the sole Page 7 of 12 Pages general partner of MGP. AWM is a registered investment adviser under the Investment Advisers Act of 1940 and also serves as the investment adviser to, and general partner of, Special Situations Cayman Fund, L.P., a limited partnership formed under the laws of the Cayman Islands, (the "Cayman Fund"). Austin W. Marxe is also the principal limited partner of MGP and is the President and Chief Executive Officer of AWM. Mr. Marxe is principally responsible for the selection, acquisition and disposition of the portfolio securities by AWM on behalf of MGP, the Fund and the Cayman Fund. 2(b) Title of Class of Securities: See cover sheets. 2(c) CUSIP Number: See cover sheets. Item 3. This Schedule is being filed pursuant to Rule 13d- 1(b): (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) (x) Investment Adviser registered under section 203 of the Investment Advisers Act of 1940 (f) ( ) Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Page 8 of 12 Pages Security Act of 1974 or Endowment Fund (g) (x) Parent Holding Company, in accordance with $240.13d -1 (b) (ii) (G) (h) ( ) Group, in accordance with $240.13d-1 (b) (1) (ii) (H) See Exhibit A attached hereto. Item 4. Ownership: (a) Amount Beneficially Owned: 601,916 shares of Common Stock are beneficially owned by Austin W. Marxe and AWM. This amount is composed of the securities held by both the Fund and the Cayman Fund. The Fund owns 300,000 shares of Common Stock and 151,436 warrants exercisable into 151,436 shares of Common Stock. The Cayman Fund owns 100,001 shares of Common Stock and 50,479 warrants excercisable into 50,479 shares of Common Stock. 451,436 shares of Common Stock are beneficially owned by the Fund and MGP, of which 300,000 are common shares and 151,436 warrants. (b) Percent of Class: 18.1 percent of the Common Stock are beneficially owned by Austin Marxe and AWM. 13.8 percent of the Common Stock are beneficially owned by MGP and the Fund. (c) Number of Shares as to Which Such Person Has Rights to Vote and/or Dispose of Securities: The Fund has the sole power to vote or to direct the vote and to dispose or to direct the disposition of all securities reported hereby which are beneficially owned by the Fund. MGP has the sole power to dispose or to direct the disposition of Page 9 of 12 Pages all securities reported hereby which are beneficially owned by MGP. AWM has the the sole power to vote or to direct the vote of securities reported hereby which are beneficially owned by AWM by virtue of it being the Investment Adviser to the Special Situations Cayman Fund, L.P.. AWM has the sole power to dispose or to direct the disposition of all securites reported hereby which are beneficially owned by AWM. Austin Marxe has the sole power to vote or to direct the vote of securities reported hereby which are beneficially owned by Austin Marxe by virtue of being the primary owner of and President and Chief Executive Officer of AWM. Austin W. Marxe has shared power to vote or to direct the vote of all shares beneficially owned by Austin Marxe by virtue of being an Individual General Partner of the Fund. Austin W. Marxe has the sole power to dispose or to direct the disposition of all securities reported hereby which are beneficially owned by Austin Marxe. Item 5. Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more that five percent of the class of securities, check the following . Item 6.Ownership of More than Five Percent on Behalf of Another Person: The Fund and the Cayman Fund as owners of the securities in question, have the right to Page 10 of 12 Pages receive any dividends from, or proceeds from the sale of, such securities. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security being Reported on By the Parent Holding Company: See Exhibit A attached hereto. Item 8. Identification and Classification of Members of the Group: Not applicable Item 9. Notices of Dissolution of Group: Not applicable. Item 10. Certification: Each of the undersigned certifies that, to the best of its or his knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were 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. Page 11 of 12 Pages SIGNATURE After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 27, 1997 SPECIAL SITUATIONS FUND III, L.P. By:/s/ Austin W. Marxe Austin W. Marxe Individual General Parnter MGP ADVISERS LIMITED PARTNERSHIP By: AWM Investment Company, Inc. By:/s/ Austin W. Marxe Austin W. Marxe President and Chief Executive Officer AWM INVESTMENT COMPANY, INC. By: /s/ Austin W. Marxe Austin W. Marxe President and Chief Executive Officer Austin W. Marxe AUSTIN W. MARXE Page 12 of 12 Pages EXHIBIT A This Exhibit explains the relationship between the Reporting Persons. AWM is the sole general partner of MGP, a registered investment adviser under the Investment Advisers Act of 1940, as amended. MGP is a general partner of and investment adviser to the Fund. AWM is a registered investment adviser under the Investment Advisers Act of 1940 and also serves as the general partner of, and investment adviser to, the Cayman Fund. Austin W. Marxe is the principal owner and President of AWM. -----END PRIVACY-ENHANCED MESSAGE-----