-----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, V3E2Z3udY329+VKDXUL5voR9ecKV5ZdvqKXYBrVUgchsBhXeeh4Il2/ynkwzUz6I 8+iKITe+jXzEaICmmS/jzQ== 0000918134-98-000060.txt : 19981009 0000918134-98-000060.hdr.sgml : 19981009 ACCESSION NUMBER: 0000918134-98-000060 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981008 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUMMA FOUR INC CENTRAL INDEX KEY: 0000900095 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 020329497 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-42815 FILM NUMBER: 98722725 BUSINESS ADDRESS: STREET 1: 25 SUNDIAL AVE CITY: MANCHESTER STATE: NH ZIP: 03103-7251 BUSINESS PHONE: 6036254050 MAIL ADDRESS: STREET 2: 25 SUNDIAL AVE CITY: MANCHESTER STATE: NH ZIP: 03103 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: 115 SOUTH JEFFERSON RD CITY: WHIPPANY STATE: NJ ZIP: 07981 BUSINESS PHONE: 2017392202 MAIL ADDRESS: STREET 1: 115 SOUTH JEFFERSON RD CITY: WHIPPANY STATE: NJ ZIP: 07981 SC 13D 1 Page 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Summa Four Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 865628101 (CUSIP Number) Charles A. Nalbone, Bear, Stearns & Co. Inc. 115 South Jefferson Road, Whippany, NJ 07981 (973) 739-2202 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 29, 1998 (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 [ ] . (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. 865628101 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): [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware 7 SOLE VOTING POWER: 266,710 8 SHARED VOTING POWER: 65,037 9 SOLE DISPOSITIVE POWER: 266,710 10 SHARED DISPOSITIVE POWER: 65,037 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 331,747 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*: [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.02 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: Summa Four Inc. 25 Sundial Avenue Manchester, NH 03103-7251 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 accounts. The aggregate purchase price of the 862,547 shares of Common Stock was approximately $14,016,388. Item 4: Purpose of Transaction Bear Stearns has acquired the Common Stock of Summa Four 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 09/29/98 (a) Number: 331,747 Percentage: 5.02 (b) 1. Sole power to vote or to direct the vote: 266,710 2. Shared power to vote or to direct the vote: 65,037 3. Sole power to dispose or to direct the disposition: 266,710 4. Shared power to dispose or to direct the disposition: 65,037 (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: 10/08/98 BEAR, STEARNS & CO. INC. By: /s/ Barry J. 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 Samuel L. Molinaro, Jr. Chief Financial 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 William J. Montgoris Chief Operating Officer 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 Page 7 BEAR, STEARNS & CO. INC. Summa Four Inc. Trading from 07-30-98 through 09-29-98 (Various Firm Accounts) ***** 09/29 ***** 2,000 SUMMA FOUR INC 16.5625 33,125.00 3,200 SUMMA FOUR INC 16.5625 53,000.00 4,000 SUMMA FOUR INC 16.5000 66,000.00 6,000 SUMMA FOUR INC 16.5000 99,000.00 ***** 09/28 ***** 500 SUMMA FOUR INC 16 1/2 8,250.00 2,000 SUMMA FOUR INC 16 1/2 33,000.00 ***** 09/21 ***** 100 SUMMA FOUR INC 14 7/8 1,487.50 ***** 09/10 ***** 277 SUMMA FOUR INC 15 1/4 4,224.25 1,000 SUMMA FOUR INC 15 15,000.00 ***** 09/09 ***** 600 SUMMA FOUR INC 15 9/16 9,337.50 ***** 09/04 ***** 500 SUMMA FOUR INC 14 15/16 7,468.75 2,000 SUMMA FOUR INC 14 11/16 29,375.00 ***** 09/01 ***** 1,000- SUMMA FOUR INC 14 1/2 14,499.51- 1,000- SUMMA FOUR INC 14 1/2 14,499.51- ***** 08/31 ***** 1,000 SUMMA FOUR INC 14 1/2 14,500.00 1,000 SUMMA FOUR INC 14 14,000.00 1,000 SUMMA FOUR INC 13 1/2 13,500.00 ***** 08/28 ***** 1,000 SUMMA FOUR INC 16 1/4 16,250.00 2,000 SUMMA FOUR INC 16 1/4 32,500.00 100- SUMMA FOUR INC 16 1/2 1,649.94- ***** 08/27 ***** 1,000 SUMMA FOUR INC 17 17,000.00 1,000 SUMMA FOUR INC 16 1/2 16,500.00 ***** 08/25 ***** 1,000- SUMMA FOUR INC 18 17,999.40 1,000- SUMMA FOUR INC 18 1/4 18,249.39 1,000- SUMMA FOUR INC 18 17,999.40 ***** 08/19 ***** 600- SUMMA FOUR INC 17 3/4 10,649.64 1,000- SUMMA FOUR INC 17 3/4 17,749.40 ***** 08/13 ***** 600 SUMMA FOUR INC 16 1/2 9,900.00 1,000 SUMMA FOUR INC 16.6250 16,625.00 1,800 SUMMA FOUR INC 16.5625 29,812.50 ***** 08/12 ***** 1,500 SUMMA FOUR INC 16 5/8 24,937.50 ***** 08/12 ***** 4,000 SUMMA FOUR INC 16 5/8 66,500.00 10,000 SUMMA FOUR INC 16 11/16 166,875.00 ***** 08/11 ***** 5,000 SUMMA FOUR INC 16 5/16 81,562.50 5,000 SUMMA FOUR INC 16 1/4 81,250.00 10,000 SUMMA FOUR INC 16 5/16 163,125.00 10,000- SUMMA FOUR INC 16 1/4 162,494.58 ***** 08/06 ***** 700 SUMMA FOUR INC 16 1/2 11,550.00 1,300 SUMMA FOUR INC 16 1/2 21,450.00 ***** 08/04 ***** 3,000 SUMMA FOUR INC 16 1/2 49,500.00 10,000 SUMMA FOUR INC 16 7/16 164,375.00 10,000 SUMMA FOUR INC 16 11/16 166,875.00 10,000 SUMMA FOUR INC 16 7/8 168,750.00 13,100 SUMMA FOUR INC 16 13/16 220,243.75 53,100- SUMMA FOUR INC 16.7102 887,282.04- ***** 08/03 ***** 5,000 SUMMA FOUR INC 16 7/16 82,187.50 250 SUMMA FOUR INC 16 5/16 4,078.13 1,000 SUMMA FOUR INC 16.3875 16,387.50 2,000 SUMMA FOUR INC 16 7/16 32,875.00 5,500 SUMMA FOUR INC 16 1/2 90,750.00 8,500 SUMMA FOUR INC 16 15/32 139,984.39 600- SUMMA FOUR INC 16 11/16 10,012.16- 25,000- SUMMA FOUR INC 16 11/16 417,173.59- ***** 07/31 ***** 120 SUMMA FOUR INC 16 5/16 1,957.50 2,000 SUMMA FOUR INC 16 1/2 33,000.00 50,000 SUMMA FOUR INC 16.5625 828,125.00 25,000- SUMMA FOUR INC 16 9/16 414,048.69- 50,000- SUMMA FOUR INC 16.6563 832,787.23- ***** 07/30 ***** 200 SUMMA FOUR INC 16 7/16 3,287.50 4,800 SUMMA FOUR INC 16 7/16 78,900.00 14,300 SUMMA FOUR INC 16 3/8 234,162.50 15,000 SUMMA FOUR INC 16 7/16 246,562.50 35,500 SUMMA FOUR INC 16 7/16 583,531.25 45,200 SUMMA FOUR INC 16 7/16 742,975.00 100,000 SUMMA FOUR INC 16.2813 1,628,130.00 70,000- SUMMA FOUR INC 16 3/8 1,146,211.81- 4,963 SUMMA FOUR INC 16 3/8 81,269.13 (Various Discretionary Accouts) ***** 07/28 ***** 4,300 SUMMA FOUR INC 16 1/16 69,068.75 5,000 SUMMA FOUR INC 16 1/8 80,625.00 11,300 SUMMA FOUR INC 16 180,800.00 100,000 SUMMA FOUR INC 16.2500 1,625,000.00 25,000- SUMMA FOUR INC 16 5/16 407,798.90- ***** 07/30 ***** 1,000 SUMMA FOUR INC 16 3/8 16,375.00 12,195 SUMMA FOUR INC 16 3/8 199,693.13 800 SUMMA FOUR INC 16 3/8 13,100.00 800 SUMMA FOUR INC 16 3/8 13,100.00 5,780 SUMMA FOUR INC 16 3/8 94,647.50 26,677 SUMMA FOUR INC 16 3/8 436,835.88 17,785 SUMMA FOUR INC 16 3/8 291,229.38 -----END PRIVACY-ENHANCED MESSAGE-----