-----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, Hn0RsMncB0CRVX6h29SALpqMQ3oDpHUnzYlCkvNDZWKFgmahiL6syoXeAmGqqGO1 uYGUFojM6KetnTHtCCV9rQ== 0000918134-96-000034.txt : 19961016 0000918134-96-000034.hdr.sgml : 19961016 ACCESSION NUMBER: 0000918134-96-000034 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961015 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PCI SERVICES INC/DE CENTRAL INDEX KEY: 0000879534 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 351724168 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-42666 FILM NUMBER: 96643793 BUSINESS ADDRESS: STREET 1: 1403 FOULK RD STE 102 CITY: WIMINGTON STATE: DE ZIP: 19803 BUSINESS PHONE: 3024790281 MAIL ADDRESS: STREET 1: 3001 RED LION RD CITY: PHILADELPHIA STATE: PA ZIP: 19114 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BEAR STEARNS & CO INC /NY/ CENTRAL INDEX KEY: 0000918134 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133299429 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 245 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122722000 MAIL ADDRESS: STREET 1: 245 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10167 SC 13D 1 Page 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* PCI Services, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 693206104 (CUSIP Number) Charles A. Nalbone, Bear, Stearns & Co. Inc. 115 South Jefferson Road, Whippany, NJ 07981 (201) 739-2202 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 10, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously 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 [ X ] . (A fee is not required only if the reporting 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) Note: When filing this statement, in paper format, six copies of this statement, including exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. Page 2 CUSIP NO. 693206104 13D NAME OF REPORTING PERSON S.S. OR I.R.S. NOTIFICATION NO. OF ABOVE PERSON: 1 BEAR, STEARNS & CO. INC. IRS #13-3299429 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS*: WC, PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)(e): [ X ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware 7 SOLE VOTING POWER: 259,999 8 SHARED VOTING POWER: 73,061 9 SOLE DISPOSITIVE POWER: 259,999 10 SHARED DISPOSITIVE POWER: 73,061 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 333,060 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*: [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.4 14 TYPE OF REPORTING PERSON*: BD See Instructions Before Filling Out! Page 3 SCHEDULE 13D Item 1: Security and Issuer (a) Title and Class: Common Stock (b) Name and address: PCI Services, Inc. 1403 Foulk Road, Suite 102 Wilmington, Delaware 19803 Item 2: Identity and Background Identity (a) Name: Bear, Stearns & Co. Inc. ("Bear Stearns") (b) Place of Organization: Delaware (c)(i) Principal Business: Securities Broker/Dealer (ii) Address: 245 Park Avenue New York, NY 10167 The following information with respect to each executive officer and director of Bear Stearns is set forth on Appendix I hereto: (i) name, (ii) business address, and (iii) principal occupation or employment. (d) None (e) See Appendix II (f) See Appendix I Item 3: Source and Amount of Funds or Other Consideration Working capital of Bear Stearns and personal funds of discretionary clients. The aggregate purchase price of the 360,760 shares of Common Stock was approximately $9,271,532.00. Item 4: Purpose of Transaction Bear Stearns has acquired the Common Stock of PCI Services, Inc. in the ordinary course of its business as a broker/dealer in connection with its trading and investment activities. Bear Stearns may acquire additional securities of the Issuer or dispose of securities of the Issuer in connection with such trading and investment activities. Although the foregoing represents the range of activities presently contemplated by Bear Stearns with respect to the Issuer, it should be noted that the possible activities of Bear Stearns are subject to change at any time. Except as set forth above, Bear Stearns has no present plans or intentions which relate to or would result in any of the actions described in subparagraph (a) through (j) of Item 4 of Schedule 13D. Page 4 SCHEDULE 13D Item 5: Interest in Securities of the Issuer as of 10/10/96 (a) Number: 333,060 Percentage: 5.4 (b) 1. Sole power to vote or to direct the vote: 259,999 2. Shared power to vote or to direct the vote: 73,061 3. Sole power to dispose or to direct the disposition: 259,999 4. Shared power to dispose or to direct the disposition: 73,061 (c) Information concerning transactions in the common stock effected by Bear Stearns is set forth on Appendix III hereto. (d) Inapplicable. (e) Inapplicable. 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 5 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: 10/15/96 BEAR, STEARNS & CO. INC. By: /s/ Barry Cohen Senior Managing Director APPENDIX I DIRECTORS AND EXECUTIVE OFFICERS OF BEAR, STEARNS & CO. INC. Name Principal Occupation or Employment Alan C. Greenberg Chairman of the Board and Director James E. Cayne President, Chief Executive Officer and Director Alan D. Schwartz Executive Vice President and Director Warren J. Spector Executive Vice President and Director Michael L. Tarnopol Executive Vice President and Director John L. Knight Director John M. Slade Director Emeritus Kenneth L. Edlow Secretary William J. Montgoris Chief Financial Officer and Chief Operating Officer Michael J. Abatemarco Controller and Assistant Secretary Michael Minikes Treasurer Frederick B. Casey Assistant Treasurer Mark E. Lehman Executive Vice President, General Counsel and Director Samuel L. Molinaro, Jr. Senior Vice President - Finance John L. Knight is a citizen of the United Kingdom and his business address is One Canada Square London E16 5AD England. Michael J. Abatemarco is a citizen of the United States and his business address is One Metrotech Center North, Brooklyn, New York 11201. All other Directors and Executive Officers are citizens of the United States and their business address is 245 Park Avenue, New York, New York 10167. Bear, Stearns & Co. Inc. is a wholly-owned subsidiary of The Bear Stearns Companies Inc. and of the persons named, all but John L. Knight hold similar office in the parent company. APPENDIX II REGULATORY November 19, 1991: The Commodity Futures Trading Commission filed its complaint against Bear Stearns and Stephen Johnson. Bear Stearns entered into a simultaneous settlement without admitting or denying the charges which had alleged three counts of violation of the Commodity Exchange Act: (i) failure to prepare a written record of orders including the account identification for orders placed on the Chicago Mercantile Exchange from the Dallas Branch Cattle Desk in the period July 1986 to February 1988 (Regulation 1.35 (a-l) (2)); (ii) failure to supervise the Dallas Branch Office Cattle Desk and the CME Floor (Regulation 166.3); and (iii) violation of a July 25, 1986 Cease and Desist involving failure to supervise order entry process. Bear Stearns neither admitting or denying the charges, paid $250,000 in settlement, and is ordered to cease and desist further violations of these three regulations. January 16, 1992: In the Matter of the Distribution of Securities Issued by Certain Government Sponsored Enterprises: We, along with most of the other major dealers and banks, have settled an SEC administrative proceeding relating to our participation in the primary distributions of certain unsecured debt securities issued by GSEs (such as Fannie Mae, Freddie Mac, Federal Home Bank) by agreeing to a $100,000 fine, an order that we cease and desist from any further recordkeeping violations in connection with the distribution of the securities and undertaking to develop, implement and maintain policies reasonably designed to assure our future compliance with proper recordkeeping rules. APPENDIX III BEAR, STEARNS & CO. INC. PCI Services, Inc. Trading from 8/11/96 through 10/10/96 DATE QUANTITY DESCRIPTION PRICE / ENTRY AMOUNT 10/10/96 43,500 PCI Services, Inc. 26.850 1,167,975.00 10/10/96 -10,000 PCI Services, Inc. 27.038 -270,380.00 10/9/96 1,000 PCI Services, Inc. 27.000 27,000.00 10/8/96 20 PCI Services, Inc. 27.125 542.50 10/4/96 200 PCI Services, Inc. 26.900 5,380.00 10/3/96 -100 PCI Services, Inc. 28.000 -2,800.00 10/2/96 -1,000 PCI Services, Inc. 27.250 -27,250.00 10/1/96 1,000 PCI Services, Inc. 27.500 27,500.00 10/1/96 1,000 PCI Services, Inc. 27.500 27,500.00 9/30/96 -500 PCI Services, Inc. 27.000 -13,500.00 9/30/96 -500 PCI Services, Inc. 27.500 -13,750.00 9/30/96 -500 PCI Services, Inc. 27.500 -13,750.00 9/30/96 -1,000 PCI Services, Inc. 27.000 -27,000.00 9/25/96 200 PCI Services, Inc. 25.500 5,100.00 9/25/96 200 PCI Services, Inc. 25.500 5,100.00 9/24/96 -1,000 PCI Services, Inc. 25.500 -25,500.00 9/20/96 500 PCI Services, Inc. 25.500 12,750.00 9/20/96 1,000 PCI Services, Inc. 25.500 25,500.00 9/17/96 500 PCI Services, Inc. 25.500 12,750.00 9/17/96 1,000 PCI Services, Inc. 25.500 25,500.00 9/10/96 -3,000 PCI Services, Inc. 24.750 -74,250.00 8/29/96 1,000 PCI Services, Inc. 25.000 25,000.00 8/29/96 3,000 PCI Services, Inc. 25.000 75,000.00 8/29/96 -1,000 PCI Services, Inc. 24.250 -24,250.00 8/28/96 -1,000 PCI Services, Inc. 25.250 -25,250.00 8/22/96 -1,500 PCI Services, Inc. 24.500 -36,750.00 8/22/96 -1,000 PCI Services, Inc. 24.625 -24,625.00 8/21/96 2,000 PCI Services, Inc. 23.625 47,250.00 8/21/96 -1,000 PCI Services, Inc. 23.875 -23,875.00 8/15/96 1,000 PCI Services, Inc. 23.250 23,250.00 8/15/96 -600 PCI Services, Inc. 23.375 -14,025.00 8/15/96 -1,000 PCI Services, Inc. 23.250 -23,250.00 8/13/96 -3,000 PCI Services, Inc. 23.375 -70,125.00 (Various Discretionary Accounts) (Aggregate Transactions) 10/10/96 10,000 PCI Services, Inc. 27.038 270,380.00 -----END PRIVACY-ENHANCED MESSAGE-----