-----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, Mwxqkc3WwLiUdEJWAnQZSwL2XsR1uH04M8v7WalqVR1cI2B43yxmF2I/ZZG/ZYBk 7iRtmAy8CBquCpYvWBoPdA== 0000906344-99-000045.txt : 19991018 0000906344-99-000045.hdr.sgml : 19991018 ACCESSION NUMBER: 0000906344-99-000045 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991005 GROUP MEMBERS: ASTORIA CAPITAL MANAGEMENT, INC. GROUP MEMBERS: ASTORIA CAPITAL PARTNERS L P GROUP MEMBERS: MICROCAP PARTNERS, L.P. GROUP MEMBERS: MONTAVILLA PARTNERS, L.P. GROUP MEMBERS: RICHARD W. KOE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SAVOIR TECHNOLOGY GROUP INC/DE CENTRAL INDEX KEY: 0000715842 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 942414428 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-35135 FILM NUMBER: 99723467 BUSINESS ADDRESS: STREET 1: 254 E HACIENDA AVENUE CITY: CAMPBELL STATE: CA ZIP: 95008 BUSINESS PHONE: 4083790177 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN MICRO TECHNOLOGY INC /DE DATE OF NAME CHANGE: 19970811 FORMER COMPANY: FORMER CONFORMED NAME: SAVOIR TECHNOLOGY GROUP INC DATE OF NAME CHANGE: 19970806 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN MICRO TECHNOLOGY INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ASTORIA CAPITAL PARTNERS L P CENTRAL INDEX KEY: 0000889926 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 943160631 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 6600 S W NINETY SECOND AVENUE, STE. 370 CITY: PORTLAND STATE: OR ZIP: 97223 BUSINESS PHONE: 9257782390 MAIL ADDRESS: STREET 1: 6600 S W NINETY SECOND AVE, STE. 370 CITY: PORTLAND STATE: OR ZIP: 97223 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 SAVOIR TECHNOLOGY GROUP, INC. ----------------------------- (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 958649107 --------- (CUSIP Number) Mark D. Whatley Howard Rice Nemerovski Canady Falk & Rabkin, A Professional Corporation Three Embarcadero Center, Suite 700 San Francisco, CA 94111 (415) 434-1600 ----------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 5, 1999 --------------- (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(e),(f) or (g), check the following box /X/ 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.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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). 1 Name of Reporting Person Astoria Capital Partners, L.P. IRS Identification No. of Above Person 94-3160631 2 Check the Appropriate Box if a Member of a Group (a) / / (b) / / 3 SEC USE ONLY 4 Source of Funds 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization California 7 Sole Voting Power 1,579,980* NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 Shared Voting Power 9 Sole Dispositive Power 1,579,980* 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,579,980* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 11.7%* 14 Type of Reporting Person PN * See Item 5 below 1 Name of Reporting Person Astoria Capital Management, Inc. IRS Identification No. of Above Person 94-3143169 2 Check the Appropriate Box if a Member of a Group (a) / / (b) / / 3 SEC USE ONLY 4 Source of Funds 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization California 7 Sole Voting Power 1,579,980* NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 Shared Voting Power 9 Sole Dispositive Power 1,579,980* 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,579,980* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 11.7%* 14 Type of Reporting Person CO * See Item 5 below 1 Name of Reporting Person Richard W. Koe IRS Identification No. of Above Person ###-##-#### 2 Check the Appropriate Box if a Member of a Group (a) / / (b) / / 3 SEC USE ONLY 4 Source of Funds 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization United States of America 7 Sole Voting Power 1,579,980* NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 Shared Voting Power 9 Sole Dispositive Power 1,579,980* 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,579,980* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 11.7%* 14 Type of Reporting Person IN * See Item 5 below 1 Name of Reporting Person Microcap Parnters, L.P. IRS Identification No. of Above Person 56-1989910 2 Check the Appropriate Box if a Member of a Group (a) / / (b) / / 3 SEC USE ONLY 4 Source of Funds 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization North Carolina 7 Sole Voting Power 1,579,980* NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 Shared Voting Power 9 Sole Dispositive Power 1,579,980* 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,579,980* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 11.7%* 14 Type of Reporting Person PN * See Item 5 below 1 Name of Reporting Person Montavilla Partners, L.P. IRS Identification No. of Above Person 94-3160633 2 Check the Appropriate Box if a Member of a Group (a) / / (b) / / 3 SEC USE ONLY 4 Source of Funds 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization California 7 Sole Voting Power 1,579,980* NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 Shared Voting Power 9 Sole Dispositive Power 1,579,980* 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,579,980* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 11.7%* 14 Type of Reporting Person PN * See Item 5 below Item 1. Security and Issuer This Schedule 13D relates to shares of common stock, no par value, of Savoir Technology Group, Inc., a California corporation. The principal executive offices and the mailing address of Savoir Technology Group is 254 East Hacienda Avenue, Campbell, California 95008. Item 2. Identity and Background (a), (b), (c) and (f) This Schedule 13D is filed on behalf of Astoria Capital Partners, L.P., Astoria Capital Management, Inc., Richard W. Koe, Microcap Partners, L.P. and Montavilla Partners, L.P. Astoria Capital Partners is an investment limited partnership organized under the laws of the State of California. Richard W. Koe and Astoria Capital Management, Inc. are the general partners of Astoria Capital Partners. Astoria Capital Partners' principal business is investing and trading in securities. The principal business and office of Astoria Capital Partners are located at 735 Second Avenue, San Francisco, California 94118. Astoria Capital Management, Inc. is a corporation organized under the laws of the State of California and is an investment advisor registered under Section 203 of the Investment Advisors Act of 1940. Richard W. Koe is the sole executive officer and sole director of Astoria Capital Management. The principal business and office of Astoria Capital Management are located at 735 Second Avenue, San Francisco, California 94118. Mr. Koe is a citizen of the United States of America, the president and sole shareholder of Astoria Capital Management and one of the general partners of Astoria Capital Partners. Mr. Koe's principal business and office are located at 6600 SW 92nd Avenue, Suite 370, Portland, Oregon 97223. Microcap Partners, L.P. is a limited partnership organized under the laws of the State of North Carolina. MCP Capital Management, LLC is the general partner of Microcap Partners. Microcap Partners' principal business is investing and trading in securities. The principal business and office of Microcap Partners are located at 415B East Chapel Hill Street, Durham, North Carolina 27701. Montavilla Partners, L.P. is a limited partnership organized under the laws of the State of California. Astoria Capital Management, Inc. is the general partner of Montavilla Partners. Montavilla Partners' principal business in investing and trading in securities. The principal business and office of Montavilla Partners are located at 6600 SW 92nd Avenue, Suite 370, Portland, Oregon 97223. (d) and (e) None of Astoria Capital Partners, Astoria Capital Management, Mr. Koe, Microcap Partners or Montavilla Partners has been convicted, during the past five years, of any criminal proceeding (excluding traffic violations or similar misdemeanors), or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or 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. Item 3. Source and Amount of Funds or Other Consideration Not Applicable. Item 4. Purpose of Transaction. The securities covered by this Schedule 13D were originally acquired by the reporting persons for investment purposes. Currently, Astoria Capital Partners is reevaluating the role it intends to play in Savoir Technology Group, and from time to time may have discussions with management, the board of directors and other shareholders of Savoir Technology Group concerning various operational and financial aspects of Savoir Technology Group and various ways of maximizing long-term shareholder value. In addition, Astoria Capital Partners may make proposals to the board of directors, seek to change the composition of and/or seek representation on the board of directors and solicit proxies or written consents from other shareholders of Savoir Technology Group. Except for the actions referred to in the preceding paragraph, Astoria Capital Partners currently has no other plans or proposals that relate to or would result in any of the consequences listed in paragraphs (a) - (j) of Item 4 of the Special Instructions for Complying With Schedule 13D. Astoria Capital Partners intends to review on a continuing basis its investment in Savoir Technology Group and Savoir Technology Group's business, prospects and financial condition. Based on such continuing review, alternative investment opportunities available to Astoria Capital Partners and all other factors deemed relevant, including, without limitation, the market for and price of Savoir Technology Group's common stock, offers for shares of such common stock, general economic conditions and other future developments, Astoria Capital Partners may decide to sell or seek the sale of all or part of the common stock or to increase its holdings of such common stock. Item 5. Interest in Securities of the Issuer (a) and (b) The following table describes the number of shares of common stock and the percent of outstanding common stock beneficially owned by the reporting persons. All percentages are based on 12,927,127 shares of common stock issued and outstanding as of July 31, 1999. Shares of Common Name Stock Owned Percentage Owned Astoria Capital Partners 1,579,980 11.7% Astoria Capital 1,579,980 11.7% Management Richard W. Koe 1,579,980 11.7% Microcap Partners 1,579,980 11.7% Montavilla Partners 1,579,980 11.7% _______________________________________ [FN] Includes 565,251 shares of common stock, 207,000 shares of Series A Preferred Stock and warrants to purchase 103,500 shares of common stock. Each share of Series A Preferred Stock is currently convertible at any time into shares of common stock at a ratio of 1.1953125 shares of common stock for each share of Series A Preferred Stock. Astoria Capital Management is deemed to be a beneficial owner of these securities pursuant to separate arrangements whereby it acts as investment advisor to certain persons, including Astoria Capital Partners. Each person for whom Astoria Capital Management acts as investment advisor has the right to receive, and the power to direct, the receipt of dividends from, or the proceeds from the sale of, the common stock purchased or held pursuant to the arrangements. Mr. Koe is deemed to be the beneficial owner of these securities pursuant to his ownership interest in Astoria Capital Partners and Astoria Capital Management. Disclaims membership in any group and the beneficial ownership of shares owned by Astoria Capital Partners, Astoria Capital Management, Richard W. Koe and Montavilla Partners. Disclaims membership in any group and the beneficial ownership of shares owned by Astoria Capital Partners, Astoria Capital Management, Richard W. Koe and Microcap Partners. (c) During the 60 days preceding the date of this Schedule 13D, none of Astoria Capital Partners, Astoria Capital Management, Mr. Koe, Microcap Partners or Montavilla Partners has purchased any shares of Savoir Technology Group's common stock on the open market. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer None. Item 7. Material to be Filed as Exhibits None. Signatures After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: October 5, 1999. ASTORIA CAPITAL PARTNERS, L.P., a California limited partnership By:ASTORIA CAPITAL MANAGEMENT, INC., a California corporation, its General Partner By: /s/ Richard W. Koe --------------------------- Richard W. Koe, President ASTORIA CAPITAL MANAGEMENT, a California corporation By: /s/ Richard W. Koe ------------------------------ Richard W. Koe, President MONTAVILLA PARTNERS, L.P., a California limited partnership By:ASTORIA CAPITAL MANAGEMENT, INC., a California corporation, its General Partner By: /s/ Richard W. Koe ------------------------------- Richard W. Koe, President /s/ Richard W. Koe ------------------------------- Richard W. Koe Signatures After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: October 5, 1999. MICROCAP PARTNERS, L.P. a North Carolina limited partnership By:MCP CAPITAL MANAGEMENT, LLC, a North Carolina limited liability company, its General Partner By: /s/ Jeremy Crigler --------------------------------- Jeremy Crigler, Managing Member -----END PRIVACY-ENHANCED MESSAGE-----