-----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, SoPcKQgwXvNQy26V+hPn0X0X66Cko7pxJpx4VZOEmrJ0qOcNPjrqeNXaLkGZcA9T pQHdRCBA2WJKDgQB8feInw== 0001002124-97-000110.txt : 19970606 0001002124-97-000110.hdr.sgml : 19970606 ACCESSION NUMBER: 0001002124-97-000110 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970605 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: 97619458 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 AMENDMENT NO. 5 TO THE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5)* 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) MAY 29, 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 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 612,127 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 612,127 10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 612,127 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.30% 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 612,127 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 612,127 10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 612,127 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.30% 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 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TIMOTHY G. EWING 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 27,752 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 27,752 10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,752 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.78% 14. TYPE OF REPORTING PERSON EP CUSIP No. 593261 10 0 Page 6 of 10 Pages AMENDMENT NO. 5 TO SCHEDULE 13D This statement amends ("Amendment No. 5") the Schedule 13D, Amendment No. 1 ("Amendment No. 1"), Amendment No. 2 ("Amendment No. 2"), Amendment No. 3 ("Amendment No. 3") and Amendment No. 4 ("Amendment No. 4"), to the Schedule 13D filed by Value Partners, Ltd. ("VP"), Fisher Ewing Partners ("FEP"), the Timothy G. Ewing SARSEP IRA Account (the "Account") and the Timothy G. Ewing IRA Account (the "IRA") with the Securities and Exchange Commission on November 20, 1996, December 24, 1996, January 10, 1997, April 18, 1997 and May 22, 1997, respectively, with respect to the shares of common stock, no par value per share ("Common Stock"), of Miami Computer Supply Corporation, an Ohio corporation (the "Issuer"). The Schedule 13D and Amendment Nos. 1, 2, 3 and 4 are collectively referred to herein as the "Schedule 13D" where the context so permits. All defined terms refer to terms defined herein and in the Schedule 13D, and Amendments Nos. 1, 2, 3 and 4. Notwithstanding this Amendment No. 5, the Schedule 13D and Amendment Nos. 1, 2, 3 and 4 speak as of their respective dates. The Schedule 13D is amended only to the extent set forth below: ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The following table sets forth the date of purchase, number of shares of the Issuer's Common Stock purchased and total purchase price of such shares for the transactions by VP in the Issuer's Common Stock not previously reported on VP's Schedule 13D. VP's source of funds for such purchases was its working capital (i.e., its partnership capital account). DATE OF PURCHASE NO. OF SHARES PURCHASED TOTAL PURCHASE PRICE ---------------- ----------------------- -------------------- May 29, 1997 35,000 $336,875.00 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. a. The aggregate number of shares of the Issuer's Common Stock beneficially owned by VP as of May 29, 1997 was 612,127, representing 17.30% of the Issuer's 3,538,000 outstanding shares of Common Stock as of March 31, 1997, the date of the share calculation set forth in the Issuer's Form 10-Q for the three months ended March 31, 1997. The Account directly (and Mr. Ewing indirectly) 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 March 31, 1997. The IRA directly (and Mr. Ewing indirectly) beneficially owns 27,752 shares of the Issuer's Common Stock, which represents 0.78% of the Issuer's outstanding shares of Common Stock as of March 31, 1997. Except with respect to shares owned by the Account or the IRA, 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 641,329 shares of Common Stock owned by VP, the Account and the IRA, but FEP and Mr. Fisher disclaim the beneficial ownership of all 641,329 shares, and Mr. Ewing disclaims the beneficial ownership of 612,127 shares, pursuant to Rule 13d-4. CUSIP No. 593261 10 0 Page 7 of 10 Pages 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 and the IRA. c. Except as disclosed in Item 3 of Amendment Nos. 3 and 4 and of this Amendment No. 5, none of VP, FEP, Messrs. Fisher or Ewing, the Account or the IRA 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. No person or entity other than the IRA 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 IRA. 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 Amendment No. 5, (except for the separate custodial account agreements for the Account and the IRA by and between Mr. Ewing and Fiduciary Trust Company, the custodian of such accounts, which Mr. Ewing does not believe to be applicable under Item 6), none of VP, FEP, Messrs. Fisher or Ewing, the Account or the IRA 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, the Account and the IRA with respect to the filing of this Amendment No. 5 and any amendments thereto, which agreement is attached as Exhibit A hereto. CUSIP No. 593261 10 0 Page 8 of 10 Pages ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit A -- Agreement among VP, FEP, Messrs. Fisher and Ewing, the Account and the IRA with respect to the filing of Amendment No. 5 to the Schedule 13D. [THIS SPACE INTENTIONALLY LEFT BLANK.] CUSIP No. 593261 10 0 Page 9 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. 5 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:June 3, 1997 FISHER EWING PARTNERS By: /S/TIMOTHY G. EWING Timothy G. Ewing, Partner Date:June 3, 1997 TIMOTHY G. EWING SARSEP IRA By: /S/TIMOTHY G. EWING Timothy G. Ewing Beneficiary Date:June 3, 1997 TIMOTHY G. EWING IRA By: /S/TIMOTHY G. EWING Timothy G. Ewing Beneficiary Date: June 3, 1997 CUSIP No. 593261 10 0 Page 10 of 10 Pages EXHIBIT A AGREEMENT This will confirm the agreement by and among all of the undersigned that the Amendment No. 5 to the Schedule 13D filed on or about June 5, 1997, 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:June 3, 1997 FISHER EWING PARTNERS By: /S/TIMOTHY G. EWING Timothy G. Ewing, Partner Date:June 3, 1997 TIMOTHY G. EWING SARSEP IRA By: /S/TIMOTHY G. EWING Timothy G. Ewing Beneficiary Date:June 3, 1997 TIMOTHY G. EWING IRA By: /S/TIMOTHY G. EWING Timothy G. Ewing Beneficiary Date:June 3, 1997 -----END PRIVACY-ENHANCED MESSAGE-----