-----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, BurOBFH/V7f6LUhTYmNbodArkpd3rQuciiCYFh1aYf3IPc5PXv9j8RNvBcS2Qh/c Wv8F3vdLirI6foAlSM2lFQ== 0000919574-96-001094.txt : 19961212 0000919574-96-001094.hdr.sgml : 19961212 ACCESSION NUMBER: 0000919574-96-001094 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961211 SROS: BSE SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WIDECOM GROUP INC CENTRAL INDEX KEY: 0000922023 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 980139939 STATE OF INCORPORATION: A6 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-47605 FILM NUMBER: 96679314 BUSINESS ADDRESS: STREET 1: 55 CITY CENTER DR STREET 2: STE 500 L5B 1M3 MISSISSAUGA CITY: ONTARIO, CANADA STATE: A6 BUSINESS PHONE: 9057120505 MAIL ADDRESS: STREET 1: 55 CITY CENTRE DRIVE STREET 2: STE 500 MISSISSAUGA L5B 1M3 CITY: ONTARIO, CANADA STATE: A6 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MACDONALD PIERS M CENTRAL INDEX KEY: 0000946387 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: TWO GREENWICH PLASA STREET 2: SUITE #100 CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036227602 MAIL ADDRESS: STREET 1: C/O GULFSTREAM PARTNERS LP STREET 2: TWO GREENWICH PLAZA STE 100 CITY: GREENWICH STATE: CT ZIP: 06850 FORMER COMPANY: FORMER CONFORMED NAME: MACDONALD PIERS M ET AL DATE OF NAME CHANGE: 19961210 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No.: * Name of Issuer: Widecom Group, Inc. Title of Class of Securities: Common Stock, $.01 par value CUSIP Number: 967 575 101 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications) Mr. Piers M. MacDonald, c/o Gulfstream Partners, L.P., Two Greenwich Plaza, Suite #100, Greenwich, CT 06830 (Date of Event which Requires Filing of this Statement) October 25, 1996 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 line 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 class. See Rule 13d-7). *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). CUSIP No. 967 575 101 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Piers M. MacDonald 2. Check the Appropriate Box if a Member of a Group a. b. 3. SEC Use Only 4. Source of Funds AF & WC 5. Check 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 Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 80,000 8. Shared Voting Power: 215,000 9. Sole Dispositive Power: 80,000 10. Shared Dispositive Power: 215,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person 295,000 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 2 13. Percent of Class Represented by Amount in Row (11) 6.56% 14. Type of Reporting Person IN 3 Item 1. Security and Issuer ___________________ The title of the class of equity securities to which this statement relates is: Common Stock, $.01 par value in Widecom Group, Inc. (the "Issuer"). The name and address of the principal executive and business office of the Issuer is: Widecom Group, Inc. 55 City Center Dr. Suite 500 L5B IM3 Mississauga Ontario, Canada A6 (Ontario) Item 2. Identity and Background _______________________ This statement is being filed on behalf of Piers M. MacDonald (the "Reporting Person"). The principal business of the Reporting Person is investment management for Gulfstream Partners, L.P., a Delaware limited partnership (the "Partnership") in which Mr. MacDonald serves as Managing General Partner. The business address for the Reporting Person is Gulfstream Partners, L.P., Two Greenwich Plaza, Suite #100, Greenwich, Connecticut 06830. The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in 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 violations with respect to such laws. The Reporting Person is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration _________________________________________________ As of the date hereof, the Reporting Person is deemed to beneficially own 295,000 Shares of Common Stock (the "Shares") in the Issuer. All 295,000 Shares were purchased in open market transactions at an aggregate cost of $2,550,957.60. The funds for the purchase of 4 the Shares held in the Partnership over which the Reporting Person has investment discretion have come from the Partnerships' working capital. The funds for the purchase of the other Shares came from the Reporting Person's own capital. Item 4. Purpose of Transactions _______________________ The Shares beneficially owned by the Reporting Person were acquired for, and are being held for, investment purposes. The Reporting Person has no plan or proposal which relates to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D. Item 5. Interest in Securities of Issuer ________________________________ As of the date hereof, the Reporting Person is deemed to be the beneficial owner of 295,000 Shares. Based on the Issuer's Form 10-Q filed on November 18, 1996, as of November 14, 1996, there were 4,494,073 Shares outstanding. Therefore, the Reporting Person is deemed to beneficially own 6.56% of the outstanding Shares. The Reporting Person has the shared or sole power to vote, direct the vote, dispose of or direct the disposition of all the Shares that he is deemed to beneficially own. All transactions in the Shares effected by the Reporting Person during the sixty days prior to October 25, 1996 were effected in open-market transactions and are set forth in Exhibit A hereto. Item 6. Contracts, Arrangements, Understandings or Relation- ships with Respect to Securities of the Issuer ____________________________________________________ The Reporting Person does not have any contract, arrangement, understanding or relationship with any person with respect to the Shares. Item 7. Material to be Filed as Exhibits ________________________________ A description of the transactions in the Shares that were effected by the Reporting Person during the 60 days prior to October 25, 1996 is filed herewith as Exhibit A. 5 Signature The undersigned, after reasonable inquiry and to the best of his knowledge and belief, certifies that the information set forth in this statement is true, complete and correct. /s/ Piers M. MacDonald ______________________________ Piers M. MacDonald December 11, 1996 6 00343001/AH5 Exhibit A _________ SCHEDULE OF TRANSACTIONS ________________________ Date Shares Acquired/(Sold) Price Per Share ____ ______________________ _______________ 9/10/96 10,000 $8.81 10/10/96 10,000 7.73 10/11/96 5,000 7.6875 10/11/96 15,000 7.8125 10/14/96 20,000 8.1069 10/14/96 10,000 8.06 10/15/96 20,000 8.2162 10/16/96 10,000 8.185 10/17/96 22,500 9.0188 10/18/96 35,000 9.2978 10/18/96 10,000 9.26 10/21/96 15,000 9.7383 10/21/96 15,000 9.935 10/22/96 5,000 9.53 10/23/96 10,000 9.155 10/24/96 10,000 9.2175 10/25/96 2,500 8.9248 10/25/96 2,500 8.92654 10/28/96 9,000 10.0362 10/29/96 5,000 10.08 10/31/96 10,000 9.761685 11/12/96 10,000 10.0925 11/14/96 2,000 9.675 11/27/96 18,000 8.675 11/27/96 4,000 8.551 00343001.AH5 -----END PRIVACY-ENHANCED MESSAGE-----