-----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, NbP24SBTiqjvBVs7bo1wDdgwRixev5lYTvx4lR4r7mJn1phTNaBc3QkSoyfALG/k /Pu7KLXAlYf9HzVbsnHkaQ== 0000923215-98-000013.txt : 19980304 0000923215-98-000013.hdr.sgml : 19980304 ACCESSION NUMBER: 0000923215-98-000013 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980303 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SERVICE MERCHANDISE CO INC CENTRAL INDEX KEY: 0000089107 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISC GENERAL MERCHANDISE STORES [5399] IRS NUMBER: 620816060 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-11047 FILM NUMBER: 98556317 BUSINESS ADDRESS: STREET 1: 7100 SERVICE MERCHANDISE DR STREET 2: 7100 SERVICE MERCHANDISE DR CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 6156606000 MAIL ADDRESS: STREET 1: PO BOX 24600 CITY: NASHVILLE STATE: TN ZIP: 37202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MCCULLOUGH ANDREWS & CAPPIELLO INC ET AL CENTRAL INDEX KEY: 0000923215 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 943129395 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 101 CALIFORNIA ST STREET 2: STE 4250 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4159568700 MAIL ADDRESS: STREET 1: 101 CALIFORNIA ST STREET 2: STE 4250 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) SERVICE MERCHANDISE, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 817587108 (CUSIP Number) *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 11 pages CUSIP NO. 817587108 13G Page 2 of 11 pages 1 NAME OF REPORTING PERSON McCullough, Andrews & Cappiello, Inc. S.S. or I.R.S IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Inapplicable A B 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION California NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 3,039,000 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 3,039,000 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,039,000 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* Inapplicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.0% 12 TYPE OF REPORTING PERSON* CO,IA CUSIP NO. 817587108 13G Page 3 of 11 pages 1 NAME OF REPORTING PERSON Robert F. McCullough S.S. or I.R.S IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Inapplicable A B 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 50,000 6 SHARED VOTING POWER 2,989,600 7 SOLE DISPOSITIVE POWER 50,000 8 SHARED DISPOSITIVE POWER 2,989,600 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,039,600 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* Inapplicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.0% 12 TYPE OF REPORTING PERSON* IN,HC CUSIP NO. 817587108 13G Page 4 of 11 pages 1 NAME OF REPORTING PERSON David H. Andrews S.S. or I.R.S IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Inapplicable A B 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 2,989,600 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 2,989,600 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,989,600 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* Inapplicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.0% 12 TYPE OF REPORTING PERSON* IN,HC CUSIP NO. 817587108 13G Page 5 of 11 pages 1 NAME OF REPORTING PERSON Frank A. Cappiello, Jr. S.S. or I.R.S IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Inapplicable A B 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 2,989,600 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 2,989,600 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,989,600 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* Inapplicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.0% 12 TYPE OF REPORTING PERSON* IN,HC Item 1(a) Name of Issuer: Service Merchandise, Inc. Item 1(b) Address of Issuer's Principle Executive Offices: 7100 Service Merchandise Dr. Brentwood, TN 37027 Item 2(a) Name of Person filing: This statement is being filed by (i) McCullough, Andrews and Cappiello, Inc., a California corporation and registered investment adviser ("IA"), and (ii) Robert F. McCullough, David H. Andrews and Frank A. Cappiello, Jr., the shareholders of IA (each a "shareholder" and collectively "Shareholders") (collectively the "Reporting Persons"). IA's beneficial ownership of the Common Stock is direct as a result of IA's discretionary authority to buy, sell, and vote shares of such Common Stock for its investment advisory clients. Shareholders' ownership of Common Stock is indirect as a result of Shareholders' stock ownership in IA, and is reported solely because Rule 13d-1(a) and (b) under the Securities Exchange Act of 1934, as amended, requires any person "directly or indirectly" the beneficial owner of more than five percent of any equity security of a specified class to file a Schedule 13G within the specified time period. The answers in blocks 6, 8, 9 and 11 on page 3 above and in response to item 4 by Shareholders are given on the basis of the "indirect" beneficial ownership referred to in such Rule, based on the direct beneficial ownership of Common Stock by IA and the relationship of the Shareholders to IA referred to above. Page 6 of 11 pages Item 2(b) Address of Principal Business Office: IA's Principal Business Office is located at: 101 California Street, Suite 4250, San Francisco, CA 94111 Shareholders' Principal Business Offices are located at: Messrs. McCullough and Andrews: 101 California Street, Suite 4250, San Francisco, CA 94111 Mr. Cappiello Greenspring Station, Suite 250 10751 Falls Road Lutherville, MD 21093 Item 2(c) Citizenship: IA is a California corporation Shareholders are United States citizens. Item 2(d) Title of Class of Securities: Common Stock Item 2(e) CUSIP Number: 817587108 Item 3(e) X Investment Adviser registered under section 203 of the Investment Advisers Act Item 3(g) X Parent Holding Company, in accordance with Section 240.13d-1(b)(ii)(G)(Note: See Item 7) Item 4(a) Amount Beneficially Owned: Reporting Persons each directly or indirectly beneficially own 3,039,600 shares of Common Stock. IA's beneficial ownership is direct and the Shareholder's beneficial ownership is indirect. Item 4(b) Percent of Class: 3.0% Page 7 of 11 pages Item 4(c) Number of Shares as to which such person has: (i) sole power to vote or direct the vote: 50,000 (ii) shared power to vote or direct the vote: IA and Shareholders share the power to vote 2,989,600 shares. No other person has the power to vote such shares. In addition, IA and Shareholders share with the investment advisory clients of IA the power to vote 0 shares. IA and Shareholders have no power to vote 0 shares for which they have dispositive power. (iii) sole power to dispose or to direct the disposition of: 50,000 (iv) shared power to dispose or direct the disposition of: IA and Shareholders share with each other the power to dispose 2,989,600 shares for which they have direct or indirect beneficial ownership. They do not share this power with any other person. Item 5 Ownership of Five Percent or Less of a Class: This statement is being filed to report that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities. Item 6 Ownership of More than Five Percent on behalf of Another Person: Inapplicable. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: Each Shareholder is deemed to be a parent holding company for purposes of this Schedule 13G. IA acquired the security being reported on by Shareholders. IA is a registered investment adviser. See Exhibit B. Page 8 of 11 pages Item 8 Identification and Classification of Members of the Group: Inapplicable Item 9 Notice of Dissolution of Group: Inapplicable 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. 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. Date: February 17, 1998 Signature: /s/ David H. Andrews Name/Title: David H. Andrews, Vice President & Secretary EXHIBITS EXHIBIT A Statement With Respect To Joint Filing Of Schedule 13G EXHIBIT B Identification and Classification of Subsidiary Which Acquired Security Being Reported On By the Parent Holding Company Page 9 of 11 pages EXHIBIT A Statement With Respect to Joint Filing of Schedule 13G The undersigned hereby agree that any statement of Schedule 13G to be filed with the Securities and Exchange Commission by any of the undersigned, including any amendment thereto, with respect to securities of Service Merchandise may be filed by any of the undersigned as a joint filing on behalf of all of the undersigned. February 14, 1997 MCULLOUGH, ANDREWS & CAPPIELLO, INC. By: /s/ Frank A. Cappiello, Jr. /s/ Robert F. McCullough /s/ David H. Andrews /s/ Frank A. Cappiello, Jr. Page 10 of 11 pages EXHIBIT B Identification and Classification of Subsidiary Which Acquired Security Being Reported On By the Parent Holding Company: IA, a registered investment adviser, acquired "beneficial ownership" of the securities being reported on as a result of its discretionary authority to acquire, dispose and (with respect to certain of such securities) vote the securities being reported on. Under a series of SEC no-action letters, including the letter issued to Warren Buffet and Berkshire Hathaway, Inc. (available December 5, 1986), each Shareholder is considered the equivalent of the parent holding company of IA and is therefore eligible to report his indirect beneficial ownership in such shares on Schedule 13G. Page 11 of 11 pages -----END PRIVACY-ENHANCED MESSAGE-----