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CUSIP NO. 593261-10-0 Page 1 of 6 Pages
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
MIAMI COMPUTER SUPPLY CORPORATION
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(Name of Issuer)
COMMON STOCK, NO PAR VALUE
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(Title of Class of Securities)
593261-10-0
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(CUSIP Number)
Timothy B. Matz, Esq.
Jeffrey A. Koeppel, Esq.
Elias, Matz, Tiernan & Herrick L.L.P.
734 15th Street, N.W.
Washington, D.C. 20005
(202) 347-0300
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(Name, Address, Telephone Number of Person Authorized
to Receive Notices and Communications)
November 12, 1996
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(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 [X]. (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.)
Page 1 of 6 Pages
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CUSIP NO. 593261-10-0 Page 2 of 6 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pittsburgh Investment Group LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT TO ITEMS 2(d) or
2(e)
[ ]
Not Applicable
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
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7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
1,613,480
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8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER
-0-
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9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER
1,613,480
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10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,613,480
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.6%
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14. TYPE OF REPORTING PERSON
OO
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CUSIP NO. 593261-10-0 Page 3 of 6 Pages
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Item 1. Security and Issuer
This Statement relates to the shares of common stock, no par value per
share ("Common Stock"), of Miami Computer Supply Corporation, a company
organized under the laws of Ohio (the "Issuer"). The address of the Issuer's
principal executive office is 4750 Hempstead Station, Dayton, Ohio 45429.
Item 2. Identity and Background
(a) The person filing this Statement is Pittsburgh Investment Group LLC
("LLC").
(b) The business address of LLC is: Birmingham Towers, Suite 701, 2100
Wharton Street, Pittsburgh, Pennsylvania 15203.
(c) Pittsburgh Investment Group LLC is a Maryland limited liability company.
(d) During the past five years, LLC has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, LLC has not 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) Not applicable.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, the number of shares with respect to which the
Pittsburgh Investment Group LLC may be deemed to be the beneficial owner is
1,613,480 shares of Common Stock which were purchased in private transactions.
The aggregate cost of the purchased shares was $8,000,000.
The funds used by LLC to purchase shares of Common Stock have come from
such reporting person's working capital, which include cash and cash equivalents
on hand and in banks and from a $3.2 million loan from PNC Bank, Pittsburgh,
Pennsylvania. See Exhibit A.
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CUSIP NO. 593261-10-0 Page 4 of 6 Pages
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Item 4. Purpose of Transaction
The reporting person filing this Statement has acquired the shares of
Common Stock owned by such person for investment purposes. LLC has no present
intent to or 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; (c) a sale or transfer of a material amount of assets of the Issuer; (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. However, in the future, LLC may determine to
acquire additional shares of the Common Stock (or other securities of the
Issuer), from time to time, or the reporting person may determine to dispose of
all or some of his acquired shares of Common Stock, subject to its agreement
with Friedman, Billings, Ramsey & Co., Inc. (the "Underwriter") which requires
that such shares not be sold before August 6, 1997 without the consent of the
Underwriter, and to applicable securities laws which limit the sale of such
Common Stock. Any such determination will depend on a number of factors,
including market prices, the Issuer's prospects and alternative investments.
Item 5. Interest in Securities of the Issuer
(a) As of the date hereof, the Pittsburgh Investment Group LLC may be deemed to
be the beneficial owner of an aggregate of 1,613,480 shares of Common
Stock, which constitutes approximately 47.6% of the 3,388,000 shares of
Common Stock which the Pittsburgh Investment Group LLC believes to be the
total number of shares of Common Stock outstanding as of November 11, 1996,
the date of the Issuer's final Prospectus.
The officers of the Pittsburgh Investment Group LLC are Anthony W.
Liberati, Manager - President and Chief Executive Officer and the
Chairman of the Board of Directors of the Issuer, Harry F. Radcliffe,
Manager - Secretary and a director and Treasurer of the Issuer, and
Michael E. Peppel, Manager - Treasurer and the Vice President - Chief
Financial Officer of the Issuer. Each of such officers has the power to
vote and dispose of the shares of Common Stock owned by the Pittsburgh
Investment Group LLC. Of such persons, only Mr. Peppel is the
beneficial owner of shares of Common Stock on an
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CUSIP NO. 593261-10-0 Page 5 of 6 Pages
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individual basis; as of the date hereof, he owns 28,080 shares of Common
Stock. Other individual members of LLC are also the beneficial owners of
shares of Common Stock of the Issuer in their individual capacities.
However, such members do not have the power to vote or dispose of shares
of Common Stock owned by LLC.
Nothing contained herein shall be construed as an admission that the
Pittsburgh Investment Group LLC is the beneficial owner of any shares of
Common Stock, except as set forth herein as expressly and admittedly being
beneficially owned by the Pittsburgh Investment Group LLC. Except as
described herein, to the best knowledge of the Pittsburgh Investment Group
LLC, there is no person who may be deemed to comprise a group with the
Pittsburgh Investment Group LLC. The Pittsburgh Investment Group LLC
disclaims any beneficial ownership in the shares of Common Stock owned by
Mr. Peppel or by other members of LLC.
(b) LLC has the sole power to vote and the sole power to dispose of the
1,613,480 shares of Common Stock owned by such reporting person as of
November 11, 1996, the date of the Issuer's final Prospectus.
(c) LLC has not effected any transactions in the Common Stock within the past
60 days. However, certain members of LLC, who do not have the power to vote
or dispose of the shares of the Issuer's Common Stock owned by LLC, have
purchased shares of the Issuer's Common Stock in the initial public
offering.
(d) No person other than the reporting person filing this Statement 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 Common Stock reported in
this Statement.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Except as set forth herein and in the LLC Operating Agreement, LLC is not a
party to any contract, arrangement, understanding or relationship 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.
Item 7. Material to be Filed as Exhibits
Exhibit A - Term Note dated November 15, 1996 by and between Pittsburgh
Investment Group LLC and PNC Bank.
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CUSIP NO. 593261-10-0 Page 6 of 6 Pages
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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
Statement on Schedule 13D is true, complete and correct.
PITTSBURGH INVESTMENT GROUP LLC
By: /s/ Anthony W. Liberati
_____________________________
Anthony W. Liberati
Manager - President and Chief Executive Officer
Pittsburgh Investment Group LLC
Date: November 19, 1996
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Exhibit A
TERM NOTE
$3,200,000.00 November 15, 1996
FOR VALUE RECEIVED, Pittsburgh Investment Group LLC (the "Borrower"), with an
address at Birmingham Towers, Suite 701, 2100 Wharton Street, Pittsburgh,
Pennsylvania 15203-1942, promises to pay to the order of PNC BANK, NATIONAL
ASSOCIATION (the "Bank"), in lawful money of the United States of America in
immediately available funds at its offices located at One PNC Plaza, 249 Fifth
Avenue, Pittsburgh, Pennsylvania 15222-2707 or at such other location as the
Bank may designate from time to time, the principal sum of THREE MILLION TWO
HUNDRED and no/100 DOLLARS ($3,200,000.00), together with interest accruing on
the outstanding principal balance from the date hereof, as provided below:
1. Rate of Interest. Interest on the unpaid principal balance hereof shall be
due and payable at the rates and the times set forth in that certain Agreement
dated October 29, 1996, by and between the Borrower and the Bank (the Agreement
and all extensions, renewals, amendments, substitutions or replacements referred
to herein as the "Agreement"). In no event will the rate of interest hereunder
exceed the maximum rate allowed by law.
2. Payment Terms. Interest shall be due and payable, in arrears, commencing on
the fifteenth (15) day of February, 1997, and continuing on the fifteenth (15)
day of each May, August, November and February, thereafter until maturity.
Principal shall be due and payable in equal installments commencing on the
fifteenth (15) day of November, 1998, and continuing on the fifteenth (15) day
of each February, May, August and November, thereafter to and including November
15, 2001, on which date all outstanding principal and accrued interest shall be
due and payable in full.
If any payment under this Note shall become due on a Saturday, Sunday or public
holiday under the laws of the State where the Bank's office indicated above is
located, such payment shall be made on the next succeeding business day and such
extension of time shall be included in computing interest in connection with
such payment. The Borrower hereby authorizes the Bank to charge the Borrower's
deposit account at the Bank for any payment when due hereunder. Payments
received will be applied to charges, fees and expenses (including attorneys'
fees), accrued interest and principal in any order the Bank may choose, in its
sole discretion.
3. Late Payments; Default Rate. If the Borrower fails to make any payment of
principal, interest or other amount coming due pursuant to the provisions of
this Note within fifteen calendar days of the date due and payable, the Borrower
also shall pay to the Bank a late charge equal to the lesser of five percent
(5%) of the amount of such payment or $100.00. Such fifteen day period shall not
be construed in any way to extend the due date of any such payment. The late
charge is imposed for the purpose of defraying the Bank's expenses incident to
the handling of delinquent payments and is in addition to, and not in lieu of,
the exercise by the Bank of any rights and remedies hereunder, under the other
Loan Documents or under applicable laws, and any fees and expenses of any agents
or attorneys which the Bank may employ. Upon maturity, whether by acceleration,
demand or
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otherwise, and at the option of the Bank upon the occurrence of any Event of
Default (as hereinafter defined) and during the continuance thereof, this Note
shall bear interest at a rate per annum (based on a year of 360 days and actual
days elapsed) which shall be two percentage points (2%) in excess of the
interest rate in effect from time to time under this Note but not more than the
maximum rate allowed by law (the "Default Rate"). The Default Rate shall
continue to apply whether or not judgment shall be entered on this Note.
4. Prepayment. Notwithstanding anything contained herein to the contrary, upon
any prepayment by or on behalf of the Borrower (whether voluntary, on default or
otherwise), the Bank may require, if it so elects, the Borrower to pay the Bank
as compensation for the cost of being prepared to advance fixed rate funds
hereunder an amount equal to the Cost of Prepayment. "Cost of Prepayment" means
an amount equal to the present value, if positive, of the product of (a) the
difference between (i) the yield, on the beginning date of the applicable
interest period, of a U.S. Treasury obligation with a maturity similar to the
applicable interest period minus (ii) the yield on the prepayment date, of a
U.S. Treasury obligation with a maturity similar to the remaining maturity of
the applicable interest period, and (b) the principal amount to be prepaid, and
(c) the number of years, including fractional years, from the prepayment date to
the end of the applicable interest period. The yield on any U.S. Treasury
obligation shall be determined by reference to Federal Reserve Statistical
Release H.15(519) "Selected Interest Rates". For purposes of making present
value calculations, the yield to maturity of a similar maturity U.S. Treasury
obligation on the prepayment date shall be deemed the discount rate. The Cost of
Prepayment shall also apply to any payments made after acceleration of the
maturity of this Note.
5. Other Loan Documents. This Note is issued in connection with the Agreement,
and the documents referenced therein, the terms of which are incorporated herein
by reference (the "Loan Documents"), and is secured by the property described in
the Loan Documents (if any) and by such other collateral as previously may have
been or may in the future be granted to the Bank to secure this Note.
6. Events of Default. The occurrence of any of the following events will be
deemed to be an "Event of Default" under this Note: (i) the nonpayment of any
principal, interest or other indebtedness under this Note when due and the
continuance of such event for a period of ten (10) days following notice by
certified mail; (ii) the occurrence of any event of default or default and the
lapse of any notice or cure period under any Loan Document or any other debt,
liability or obligation to the Bank of any Obligor; (iii) the filing by or
against any Obligor of any proceeding in bankruptcy, receivership, insolvency,
reorganization, liquidation, conservatorship or similar proceeding (and, in the
case of any such proceeding instituted against any Obligor, such proceeding is
not dismissed, vacated or stayed within 30 days of the commencement thereof
provided that the Bank shall not be obligated to advance additional funds during
such period); (iv) any assignment by any Obligor for the benefit of creditors,
or any levy, garnishment, attachment or similar proceeding is instituted against
any property of any Obligor held or deposited with the Bank which is not
dismissed, vacated or stayed within thirty (30) days; (v) a default with respect
to any other indebtedness of any Obligor for borrowed money, if the effect of
such default is to cause or permit the acceleration of such debt and
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such default is not cured within thirty (30) days; (vi) the commencement of any
foreclosure or forfeiture proceeding, execution or attachment against any
collateral securing the obligations of any Obligor to the Bank which is not
dismissed, vacated or stayed within thirty (30) days; (vii) the entry of a final
judgment against any Obligor and the failure of such Obligor to discharge,
dismiss, vacate or stay the judgment within thirty (30) days of the entry
thereof; (viii) in the event that this Note or any guarantee executed by any
Guarantor is secured, the failure of any Obligor to provide the Bank with
additional collateral if in the opinion of the Bank at any time or times, the
market value of any of the collateral in the aggregate securing this Note or any
guarantee has depreciated and the continuance of such event for a period of
thirty (30) days after notice from Bank; (ix) any material adverse change in the
business, assets, operations, financial condition or results of operations of
any Obligor; (x) the Borrower ceases doing business as a going concern; (xi) the
revocation or attempted revocation, in whole or in part of any guarantee by any
Guarantor; (xii) the death or legal incompetency of any individual Obligor or,
if any Obligor is a partnership, the death or legal incompetency of any
individual general partner; (xiii) any representation or warranty made by any
Obligor to the Bank in any Loan Document, or any other documents now or in the
future securing the obligations of any Obligor to the Bank, is false, erroneous
or misleading in any material respect; or (xiv) the failure of any Obligor to
observe or perform any covenant or other agreement with the Bank contained in
any Loan Document or any other documents now or in the future securing the
obligations of any Obligor to the Bank and the continuance of such event for a
period of thirty (30) days following notice from the Bank. As used herein, the
term "Obligor" means any Borrower and any Guarantor, and the term "Guarantor"
means any guarantor of the obligations of the Borrower to the Bank existing on
the date of this Note or arising in the future.
Upon the occurrence of an Event of Default: (a) the Bank shall be under no
further obligation to make advances hereunder; (b) if any Event of Default
specified in clause (iii) or (iv) above shall occur, the outstanding principal
balance and accrued interest hereunder together with any additional amounts
payable hereunder shall be immediately due and payable without demand or notice
of any kind; (c) if any other Event of Default shall occur, the outstanding
principal balance and accrued interest hereunder together with any additional
amounts payable hereunder, at the option of the Bank and without demand or
notice of any kind, may be accelerated and become immediately due and payable;
(d) at the option of the Bank, this Note will bear interest at the Default Rate
from the date of the occurrence of the Event of Default; and (e) the Bank may
exercise from time to time any of the rights and remedies available to the Bank
under the Loan Documents or under applicable law.
7. Power to Confess Judgment. The Borrower hereby empowers any attorney of any
court of record, after the occurrence of any Event of Default hereunder, to
appear for the Borrower and, with or without complaint filed, confess judgment,
or a series of judgments, against the Borrower in favor of the Bank or any
holder hereof for the entire principal balance of this Note, all accrued
interest and all other amounts due hereunder, together with costs of suit and an
attorney's commission of the greater of 10% of such principal and interest or
$1,000 added as a reasonable attorney's fee, and for doing so, this Note or a
copy verified by affidavit shall be a sufficient warrant. The Borrower hereby
forever waives and releases all errors in said proceedings and all rights of
appeal and all relief from any and all appraisement, stay or
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exemption laws of any state now in force or hereafter enacted. Interest on any
such judgment shall accrue at the Default Rate.
No single exercise of the foregoing power to confess judgment, or a series of
judgments, shall be deemed to exhaust the power, whether or not any such
exercise shall be held by any court to be invalid, voidable, or void, but the
power shall continue undiminished and it may be exercised from time to time as
often as the Bank shall elect until such time as the Bank shall have received
payment in full of the debt, interest and costs.
8. Right of Setoff. In addition to all liens upon and rights of setoff against
the money, securities or other property of the Borrower given to the Bank by
law, the Bank shall have, with respect to the Borrower's obligations to the Bank
under this Note and to the extent permitted by law, a contractual possessory
security interest in and a contractual right of setoff against, and the Borrower
hereby assigns, conveys, delivers, pledges and transfers to the Bank all of the
Borrower's right, title and interest in and to, all deposits, moneys, securities
and other property of the Borrower now or hereafter in the possession of or on
deposit with, or in transit to, the Bank including without limitation any
interest payment reserve account established by the Borrower at the Bank in
accordance with the Agreement, whether held in a general or special account or
deposit, whether held jointly with someone else, or whether held for safekeeping
or otherwise, excluding, however, all IRA, Keogh, and trust accounts. Every such
security interest and right of setoff may be exercised without demand upon or
notice to the Borrower. Every such right of setoff shall be deemed to have been
exercised immediately upon the occurrence of an Event of Default hereunder
without any action of the Bank, although the Bank may enter such setoff on its
books and records at a later time.
9. Yield Protection. The Borrower shall pay to the Bank, on written demand
therefor, together with the written evidence of the justification therefor, all
direct costs incurred, losses suffered or payments made by the Bank by reason of
any change in law or regulation or its interpretation imposing any reserve,
deposit, allocation of capital, or similar requirements (including without
limitation, Regulation D of the Board of Governors of the Federal Reserve
System) on the Bank, its holding company or any of their respective assets.
10. Miscellaneous. No delay or omission of the Bank to exercise any right or
power arising hereunder shall impair and such right or power or be considered to
be a waiver of any such right or power, nor shall the Bank's action or inaction
impair any such right or power. The Borrower agrees to pay on demand, to the
extent permitted by law, all costs and expenses incurred by the Bank in the
enforcement of its rights in this Note and in any security therefor, including
without limitation reasonable fees and expenses of the Bank's counsel. If any
provision of this Note is found to be invalid by a court, all the other
provisions of this Note will remain in full force and effect. The Borrower and
all other makers and indorser of this Note hereby forever waive presentment,
protest, notice of dishonor and notice of non-payment. The Borrower also waives
all defenses based on suretyship or impairment of collateral. If this Note is
executed by more than one Borrower, the obligations of such persons or entities
hereunder will be joint and several. This Note shall bind the
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Borrower and its heirs, executors, administrators, successors and assigns, and
the benefits hereof shall inure to the benefit of the Bank and its successors
and assigns.
This Note has been delivered to and accepted by the Bank and will be deemed to
be made in the State where the Bank's office indicated above is located. THIS
NOTE WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE BANK AND THE
BORROWER DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE WHERE THE BANK'S
OFFICE INDICATED ABOVE IS LOCATED, EXCLUDING ITS CONFLICT OF LAWS RULES. The
Borrower hereby irrevocably consents to the exclusive jurisdiction of any state
or federal court for the county or judicial district where the Bank's office
indicated above is located, and consents that all service of process be sent by
nationally recognized overnight courier service directed to the Borrower at the
Borrower's address set forth herein and service so made will be deemed to be
completed on the business day after deposit with such courier; provided that
nothing contained in this Note will prevent the Bank from bringing any action,
enforcing any award or judgment or exercising any rights against the Borrower
individually, against any security or against any property of the Borrower
within any other county, state or other foreign or domestic jurisdiction. The
Borrower acknowledges and agrees that the venue provided above is the most
convenient forum for both the Bank and the Borrower. The Borrower waives any
objection to venue and any objection based on a more convenient forum in any
action instituted under this Note.
11. WAIVER OF JURY TRIAL. THE BORROWER IRREVOCABLY WAIVES ANY AND ALL RIGHTS THE
BORROWER MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY
NATURE RELATING TO THIS NOTE, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS
NOTE OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE BORROWER
ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.
The Borrower acknowledges that it has read and understood all the provisions of
this Note, including the confession of judgment and waiver of jury trial, and
has been advised by counsel as necessary or appropriate.
WITNESS the due execution hereof as a document under seal, as of the date first
written above, with the intent to be legally bound hereby.
ATTEST: Pittsburgh Investment Group LLC
By:____________________________ By: /s/ Anthony W. Liberati
(SEAL)
Name:___________________________ Name: Anthony W. Liberati
Title:__________________________ Title: Manager - President & CEO
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