-----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, OFVdv3Hsn2CAhJrZgx7jRuEg7QQ+BAXYbcbyAhmhx1/l1UmgamjKkyK77orTdLJh rblMuTYLCRG+MHyOvQUa1g== 0001002124-96-000102.txt : 19961225 0001002124-96-000102.hdr.sgml : 19961225 ACCESSION NUMBER: 0001002124-96-000102 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961224 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MIAMI COMPUTER SUPPLY CORP CENTRAL INDEX KEY: 0001023519 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PROFESSIONAL & COMMERCIAL EQUIPMENT & SUPPLIES [5040] IRS NUMBER: 311001529 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47437 FILM NUMBER: 96685883 BUSINESS ADDRESS: STREET 1: 3884 INDIAN RIPPLE ROAD CITY: DAYTON STATE: OH ZIP: 45440 BUSINESS PHONE: 5134295211 MAIL ADDRESS: STREET 1: 3884 INDIAN RIPPLE ROAD CITY: DAYTON STATE: OH ZIP: 45440 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VALUE PARTNERS LTD /TX/ CENTRAL INDEX KEY: 0000926614 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 752291866 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O FISHER EWING PARTNERS STREET 2: 2200 ROSE AVE SUITE 4660 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149991900 MAIL ADDRESS: STREET 1: C/O FISHER EWING PARTNERS STREET 2: 2200 ROSS AVE #4660 CITY: DALLAS STATE: TX ZIP: 75201 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* MIAMI COMPUTER SUPPLY CORPORATION (NAME OF ISSUER) COMMON STOCK (TITLE OF CLASS OF SECURITIES) 593261 10 0 (CUSIP NUMBER) Timothy G. Ewing Fisher Ewing Partners 2200 Ross Avenue Suite 4660 West Dallas, Texas 75201 (214) 999-1900 (NAME, ADDRESS, TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) DECEMBER 17, 1996 (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 10 Pages CUSIP No. 593261 10 0 Page 2 of 10 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON FISHER EWING PARTNERS 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT [ ] TO ITEMS 2(d) OR 2(e) NOT APPLICABLE 6. CITIZENSHIP OR PLACE OR ORGANIZATION TEXAS 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 183,550 8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER -0- 9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER 183,550 10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 183,550 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.19% 14. TYPE OF REPORTING PERSON PN CUSIP No. 593261 10 0 Page 3 of 10 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON VALUE PARTNERS, LTD. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT TO ITEMS 2(d) OR 2(e) NOT APPLICABLE 6. CITIZENSHIP OR PLACE OR ORGANIZATION TEXAS 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 183,550 8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER -0- 9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER 183,550 10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 183,550 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.19% 14. TYPE OF REPORTING PERSON PN CUSIP No. 593261 10 0 Page 4 of 10 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TIMOTHY G. EWING SARSEP IRA ACCOUNT 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT TO ITEMS 2(d) OR 2(e) NOT APPLICABLE 6. CITIZENSHIP OR PLACE OR ORGANIZATION TEXAS 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 1,450 8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER -0- 9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER 1,450 10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,450 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.04% 14. TYPE OF REPORTING PERSON EP CUSIP No. 593261 10 0 Page 5 of 10 Pages AMENDMENT NO. 1 TO SCHEDULE 13D This statement amends and fully restates ("Amendment No. 1") the Schedule 13D (the "Schedule") filed by Value Partners, Ltd. ("VP") and Fisher Ewing Partners ("FEP") with the Securities and Exchange Commission on November 20, 1996 with respect to the Common Stock, no par value per share, of Miami Computer Supply Corporation, as follows: ITEM 1. SECURITY AND ISSUER The securities as to which this Amendment No. 1 relates are the shares of Common Stock, no par value per share ("Common Stock"), of Miami Computer Supply Corporation, an Ohio corporation (the "Issuer"). The address of the Issuer's principal executive office is 4750 Hempstead Station, Dayton, Ohio 45429. ITEM 2. IDENTITY AND BACKGROUND (a) This statement is filed on behalf of Value Partners Ltd., a Texas limited partnership ("VP"). In consideration of the definition of "beneficial owner" contained in Rule 13d-3 under the Securities Exchange Act of 1934, as amended ("Exchange Act"), this statement is also being filed on behalf of Fisher Ewing Partners, a Texas general partnership and the general partner of VP ("FEP"). Richard W. Fisher and Timothy G. Ewing are the general partners of FEP. This statement is also filed on behalf of the Timothy G. Ewing SARSEP IRA Account (the "Account"). The beneficiary of the Account is Timothy G. Ewing and the entities making contributions to the Account are FEP and Timothy G. Ewing. (b) The business address of all of VP, FEP and Messrs. Fisher and Ewing is: Fisher Ewing Partners, 2200 Ross Avenue, Suite 4660 West, Dallas, Texas 75201. The Account is held by Fiduciary Trust Company, 2 World Trade Center, 90th Floor, New York, New York 10048. (c) The principal business of each of VP and FEP is that of a private investment firm. The present principal occupation or employment of Mr. Fisher is managing general partner of FEP. The present principal occupation of Mr. Ewing is general partner of FEP. The principal business of VP is investment in and trading of capital stocks, warrants, bonds, notes, debentures and other securities. The principal business of FEP is the management of VP. The Account is a simplified employee pension, salary reduction individual retirement account pursuant to the Internal Revenue Code of 1986, as amended. (d) During the past five years, none of VP, FEP, Messrs. Ewing and Fisher, or the Account have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, none of VP, FEP, Messrs. Fisher and Ewing, or the Account has 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 a finding of any violation with respect to such laws. (f) VP is a Texas limited partnership. FEP is a Texas general partnership. Both of Messrs. Fisher and Ewing are U.S. citizens. The Account is a simplified employee pension, salary reduction individual retirement account pursuant to the Internal Revenue Code of 1986, as amended. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On November 12, 1996 and December 17, 1996, VP purchased a total of 150,000 and 33,550 shares, respectively, of the Issuer's Common Stock for a total purchase price of $1,387,500 and $306,143.75, respectively. VP's source of funds for such purchases was its working capital (i.c., its partnership capital account). None of FEP, Mr. Fisher or Mr. Ewing purchased any shares of the Issuer's Common Stock. However, on December 17, 1996, the Account purchased 1,450 shares of the Issuer's Common Stock for a total cost of $13,231.25. The entities making contributions to the Account are FEP and Mr. Ewing. VP and Mr. Ewing's Individual Retirement Account ("IRA") (which is separate from the Account) are members (but not officers) of Pittsburgh Investment Group LLC, a Maryland limited liability company ("LLC"), which owns 1,613,480 shares (or 45.6% of total shares outstanding) of the Issuer's Common Stock. VP owns 18.9% of LLC and the IRA owns 1.7% of LLC. Neither VP nor Mr. Ewing have the right or power to vote or dispose of the shares of the Issuer's Common Stock owned by LLC. ITEM 4. PURPOSE OF TRANSACTION The purpose of the acquisition of shares of the Issuer's Common Stock by VP and the Account is for investment. The shares reported on this Schedule were not purchased with the intention of exercising control over the Issuer. While VP and the Account intend to exercise their rights as holders of the Common Stock, except as set forth below, none of VP, FEP, Messrs. Fisher and Ewing or the Account currently has any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's Amended and Restated Articles of Incorporation, Amended and Restated Code of Regulations or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized or quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above. Notwithstanding the above, VP, FEP or Messrs. Ewing or Fisher may vote the Common Stock as permitted by the Issuers's governing corporate documents. In addition, VP, FEP, Messrs. Ewing or Fisher or the Account may exercise any or all rights available to holders of the Common Stock. In the future, VP, FEP, Messrs. Ewing or Fisher or the Account may determine to purchase additional shares of the Issuer's Common Stock (or other securities of the Issuer) or VP, FEP or Messrs. Ewing or Fisher or the Account may determine to sell shares of the Issuer's Common Stock. In addition, VP and Mr. Ewing may determine to maintain, increase, decrease or withdraw their investment in LLC. Any such determination will depend on a number of factors, including market prices, the Issuer's prospects, capital requirements and alternative investments. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER a. VP directly and beneficially owns 183,550 shares of the Issuer's Common Stock, which represents 5.19% of the Issuer's 3,538,000 outstanding shares of Common Stock as of December 23, 1996, the date of the share calculation set forth in the Issuer's Form 10-Q for the quarter ended September 30, 1996. The Account directly (and Mr. Ewing indirectly) and beneficially owns 1,450 shares of the Issuer's Common Stock which represents 0.04% of the Issuer's outstanding shares of Common Stock as of December 23, 1996. Except with respect to shares owned by the Account, none of FEP or Messrs. Fisher or Ewing directly owns any shares of Common Stock. By reason of the provisions of Rule 13d-3 under the Exchange Act, each of FEP and Messrs. Fisher and Ewing may be deemed to beneficially own the 185,000 shares of Common Stock owned by VP and the Account, but FEP and Mr. Fisher disclaim the beneficial ownership of all 185,000 shares, and Mr. Ewing disclaims the beneficial ownership of 183,550 shares, pursuant to Rule 13d-4. In addition, each of FEP, VP, Messrs. Fisher and Ewing may be deemed to beneficially own approximately 333,829 shares of Common Stock (or approximately 9.4% of the total outstanding shares) of the Issuer represented by VP's and Mr. Ewing's IRA's beneficial interest in LLC, but currently disclaim such beneficial ownership pursuant to Rule 13d-4. b. VP has the sole power to vote and the sole power to dispose of the shares of Common Stock owned by it through its general partner, FEP, and FEP acts solely through its general partners, Messrs. Fisher and Ewing. Accordingly, each of FEP and Messrs. Fisher and Ewing may be deemed to have sole voting and dispositive power with respect to the shares of Issuer's Common Stock owned by VP. Mr. Ewing has the sole power to vote and dispose of the shares of Common Stock owned by the Account. c. Except as disclosed in Item 3 of this Schedule, none of VP, FEP, Messrs. Fisher or Ewing or the Account has effected any transaction in the Issuer's Common Stock within the past 60 days. d. No person or entity other than VP has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, the shares of the Issuer's Common Stock beneficially owned by VP. No person or entity other than the Account has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, the shares of the Issuer's Common Stock beneficially owned by the Account. e. Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER As of the date of the execution of this Schedule, (except for the investment by VP and the Account in LLC which VP does not believe to be applicable under Item 6 and except for the custodial account agreement for the account by and between Mr. Ewing and Fiduciary Trust Company which Mr. Ewing does not believe to be applicable under Item 6), none of VP, FEP, Messrs. Fisher or Ewing or the Account is a party to any contract, arrangement, understanding or relationship among themselves or with any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the Common Stock, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, the giving or withholding of proxies or pledge or otherwise subject to a contingency the occurrence of which would give another person voting or investment power over the Common Stock, other than the agreement among VP, FEP and Messrs. Fisher and Ewing and the Account with respect to the filing of this Amendment No. 1 and any amendments thereto, which agreement is attached as Exhibit A hereto. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit A -- Agreement among VP, FEP, Messrs. Fisher and Ewing and the Account with respect to the filing of Amendment No. 1 to the Schedule 13D. CUSIP No. 593261 10 0 Page 6 of 10 Pages SIGNATURES After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Amendment No. 1 to the Schedule 13D is true, complete and correct. VALUE PARTNERS, LTD. By: Fisher Ewing Partners, its General Partner /s/ Timothy G. Ewing ------------------------- Timothy G. Ewing, Partner Date: December 23, 1996 FISHER EWING PARTNERS By: /s/ Timothy G. Ewing ------------------------- Timothy G. Ewing, Partner Date: December 23, 1996 TIMOTHY G. EWING SARSEP IRA By: /s/ Timothy G. Ewing -------------------- Timothy G. Ewing Beneficiary Date: December 23, 1996 EX-99 2 EXHIBIT A EXHIBIT A AGREEMENT This will confirm the agreement by and among all of the undersigned that the Amendment No. 1 to the Schedule 13D filed on or about December 24, 1996, and any amendments thereto with respect to the beneficial ownership of the undersigned of the shares of Common Stock of Miami Computer Supply Corporation, an Ohio corporation, is being filed on behalf of each of the parties named below. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. VALUE PARTNERS, LTD. By: Fisher Ewing Partners, its General Partner /S/TIMOTHY G. EWING Timothy G. Ewing, Partner Date: December 23, 1996 FISHER EWING PARTNERS By: /S/TIMOTHY G. EWING Timothy G. Ewing, Partner Date: December 23, 1996 TIMOTHY G. EWING SARSEP IRA By: /S/TIMOTHY G. EWING Timothy G. Ewing Beneficiary Date:December 23, 1996 -----END PRIVACY-ENHANCED MESSAGE-----