-----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, DqouV7JQmgDY3BhjjS3rL94kW9gOJm8BgBFlDrexuQcw25IHgnIT7zZJYozZ5Uys VTWhHqEJJ7srqosCzU/jrA== 0000894579-97-000088.txt : 19970716 0000894579-97-000088.hdr.sgml : 19970716 ACCESSION NUMBER: 0000894579-97-000088 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970715 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THRUSTMASTER INC CENTRAL INDEX KEY: 0000932290 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 931040330 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46893 FILM NUMBER: 97640671 BUSINESS ADDRESS: STREET 1: 7175 NW EVERGREEN PARKWAY STREET 2: #400 CITY: HILLSBORO STATE: OR ZIP: 97124-5839 BUSINESS PHONE: 5036153234 MAIL ADDRESS: STREET 1: 7175 NW EVERGREEN PARKWAY STREET 2: #400 CITY: HILLSBORO STATE: OR ZIP: 97124-5839 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DECHERT PRICE & RHOADS/ NY/ FA CENTRAL INDEX KEY: 0000894579 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: DC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 30 ROCKEFELLER PLZ STREET 2: 22ND FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2126983500 MAIL ADDRESS: STREET 1: 30 ROCKEFELLER PLZ STREET 2: 22ND FL CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: DECHERT PRICE & RHOADS/ NY/ FA DATE OF NAME CHANGE: 19950407 SC 13D/A 1 THRUSTMASTER, INC. 13D/A --------------------------------- QMB APPROVAL --------------------------------- QMB Number: 3235-0145 Expires: October 31, 1994 Estimated average burden hours per form............14.90 --------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Thrustmaster, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, no par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 88602710 --------------------------------- (CUSIP Number) Tom Kingsley, c/o Simms Capital Management, Inc., 55 Railroad Avenue, Plaza Suite, Greenwich, Connecticut 06830, (203) 861-8528 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 2, 1997 --------------------------------- (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 the statement [_]. (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: 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 disclosures provided in a prior cover page. The information required on 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 6 Pages SCHEDULE 13D CUSIP No. 886027101 Page 2 of 6 Pages _________________________________________________________________ 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Robert A. Simms, Sr. ###-##-#### _________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] _________________________________________________________________ 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 United States _________________________________________________________________ NUMBER 7) SOLE VOTING POWER OF 272,000 SHARES _______________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 64,950 EACH _______________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 272,000 WITH _______________________________________________ 10) SHARED DISPOSITIVE POWER 64,950 _________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 336,950 _________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] _________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9% _________________________________________________________________ 14) TYPE OF REPORTING PERSON* IN _________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 886027101 Page 3 of 6 Pages _________________________________________________________________ 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Simms Capital Management, Inc. 13-3582869 _________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] _________________________________________________________________ 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 Delaware _________________________________________________________________ NUMBER 7) SOLE VOTING POWER OF 0 SHARES _______________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 64,950 EACH _______________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 0 WITH _______________________________________________ 10) SHARED DISPOSITIVE POWER 64,950 _________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 64,950 _________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] _________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5% _________________________________________________________________ 14) TYPE OF REPORTING PERSON* IA, CO _________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! Thrustmaster, Inc. Page 4 of 6 Pages SCHEDULE 13D July 11, 1997 Item 1. Security and Issuer. - ------- -------------------- This Amendment No. 1 ("Amendment") amends the Statement on Schedule 13D (the "Statement") filed by Mr. Robert A. Simms, Sr. and Simms Capital Management, Inc. ("Simms Capital" and, together with Mr. Simms, the "Reporting Persons") with the Commission on September 13, 1996, with respect to shares of Common Stock, no par value ("Shares"), of Thrustmaster, Inc. This Amendment supplements and amends, to the extent set forth below, the information set forth in the Statement. Item 2. Source and Amount of Funds or Other Consideration. - ------- -------------------------------------------------- As of the date hereof, Mr. Simms is deemed to be the beneficial owner of 336,950 Shares and Simms Capital is deemed to be the beneficial owner of 64,950 Shares. The Shares beneficially owned by Simms Capital are held by certain managed accounts over which Simms Capital has investment discretion. Mr. Simms is deemed to be the beneficial owner of such Shares by reason of his position with Simms Capital. All Shares owned by the Reporting Persons were purchased on the open market at an aggregate cost of $2,227,528. The funds for the purchase of the Shares came from each managed account's own funds or, in the case of the 272,000 Shares owned directly by Mr. Simms, from his own funds. No leverage was used to purchase the Shares. Item 3. Purpose of Transaction. - ------- ----------------------- The Shares of which the Reporting Persons are deemed to be the beneficial owners were acquired for, and are being held for, investment purposes. The Reporting Persons may acquire additional Shares, dispose of all or some of their Shares from time to time, in each case in open market transactions, block sales or purchases or otherwise, or may continue to hold the Shares. The Reporting Persons do not have any plan or proposal which relates to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D. However, the Reporting Persons reserve the right to discuss company business with management, make proposals to management and/ or take other actions to influence the management of the Company should they deem such actions appropriate. Thrustmaster, Inc. Page 5 of __ Pages SCHEDULE 13D July 11, 1997 Item 4. Interest in Securities of the Issuer. - ------- ------------------------------------- (a) and (b) Mr. Simms is the direct beneficial owner of 272,000 Shares (approximately 6.4% of all outstanding Shares), and Simms Capital and Mr. Simms are deemed to be the indirect beneficial owners of 64,950 Shares (approximately 1.5% of all oustanding Shares) held for certain accounts managed by Simms Capital. Mr. Simms has sole power to vote, direct the vote, dispose of or direct the disposition of the 272,000 Shares of which he is the direct beneficial owner, and Mr. Simms and Simms Capital share the power to vote, direct the vote, dispose of or direct the disposition of the 64,950 Shares of which they are deemed to be the beneficial owners. The Reporting Persons own in the aggregate 336,950 Shares (approximately 7.9% of the outstanding Shares). Each Reporting Person hereby disclaims that it has any beneficial interest in the securities owned, directly or indirectly, by any other entity. (c) Set forth below is a list of all transactions involving Shares during the past 60 days by any of the Reporting Persons named in Item 2 of this Schedule 13D. All of these transactions were executed in the open market. No. of shares Date Purchased Price/Share ---- -------------- ----------- Shares beneficially owned by Robert A. Simms, Sr.: 6/3/97 6,000 $10.254 Shares beneficially owned by Robert A. Simms, Sr. and Simms Capital Management, Inc.: 7/1/97 5,000 $10.880 7/2/97 15,000 11.127 7/3/97 8,000 11.878 7/8/97 5,000 11.880 7/10/97 10,000 11.875 Thrustmaster, Inc. Page 6 of 6 Pages SCHEDULE 13D July 11, 1997 SIGNATURES After reasonable inquiry and to the best knowledge and belief of each person or entity set forth below, each such person or entity certifies that the information set forth in this statement is true, complete and correct and agrees that this statement is filed on behalf of each of them. Dated: July 11, 1997 /s/ Robert A. Simms ----------------------------------- Robert A. Simms, Sr. Simms Capital Management, Inc. By: /s/ Robert A. Simms ------------------------------- Robert A. Simms, Sr., President -----END PRIVACY-ENHANCED MESSAGE-----