PROCOM TECHNOLOGY INC
SC 13G, 2000-12-07
COMPUTER PERIPHERAL EQUIPMENT, NEC
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  SCHEDULE 13G


                    Under the Securities Exchange Act of 1934


                    UNDER THE SECURITIES EXCHANGE ACT OF 1934



                             Procom Technology Inc.
                                (Name of Issuer)



                                  Common Stock
                         (Title of Class of Securities)



                                    74270W107
                                 (CUSIP Number)



                                November 30, 2000
                                -----------------
             (Date of Event Which Requires Filing of this Statement)



Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

         |_|  Rule 13d-1(b)
         |X|  Rule 13d-1(c)
         |_|  Rule 13d-1(d)
                                Page 1 of 6 Pages

<PAGE>
                                  SCHEDULE 13G

CUSIP No. 74270W107                                            Page 2 of 6 Pages
--------------------------------------------------------------------------------

1)         NAME OF REPORTING PERSON
           S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

           Aeneas Capital Management, LP
           11-3519885
--------------------------------------------------------------------------------
2)         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                     (a)   |_|
                                     (b)   |_|
--------------------------------------------------------------------------------
3)         SEC USE ONLY

--------------------------------------------------------------------------------
4)         CITIZENSHIP OR PLACE OF ORGANIZATION

           Delaware
--------------------------------------------------------------------------------
           NUMBER                    5)         SOLE VOTING POWER
           OF                                   657,700
           SHARES
           BENEFICIALLY              6)         SHARED VOTING POWER
           OWNED BY
           EACH                      7)         SOLE DISPOSITIVE POWER
           REPORTING                            657,700
           PERSON
           WITH:                     8)         SHARED DISPOSITIVE POWER

--------------------------------------------------------------------------------
9)         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

           657,700
--------------------------------------------------------------------------------
10)        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

                                                      |-|
--------------------------------------------------------------------------------
11)        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

           5.7%
--------------------------------------------------------------------------------
12)        TYPE OF REPORTING PERSON

           PN
--------------------------------------------------------------------------------

<PAGE>

                                                        Schedule 13G

Item 1(a). Name of Issuer:

Procam Technology Inc.

Item 1(b).         Address of Issuer's Principal Executive Offices:

58 Discovery
Irvine, California  92618

Item 2(a).         Name of Person Filing:

Aeneas Capital Management, LP

Item 2(b).         Address of Principal Business Office or, if None, Residence:

100 S. Bedford Road
Mt. Kisco, New York  10549

Item 2(c).         Citizenship:

Delaware

Item 2(d).         Title of Class of Securities:

Common Stock

Item 2(e).         CUSIP Number:

74270W107

Item               3. If this statement is filed pursuant  toss.ss.240.13d-1(b),
                   or 240.13d-2(b) or (c), check whether the person filing is a:

                   (a)     |_| Broker or Dealer  Registered  Under Section 15 of
                           the Act (15 U.S.C. 78o)

                  (b) |_|  Bank as defined in section 3(a)(6) of the Act
                           (15 U.S.C. 78c)

                  (c) |_|  Insurance Company as defined in section 3(a)(19) of
                           the Act (15 U.S.C. 78c)

                  (d)      |_| Investment  Company registered under section 8 of
                           the Investment Company Act of 1940 (15 U.S.C. 80a-8)

                  (e) |_|  Investment Adviser in accordance with
                            ss.240.13d-1(b)(1)(ii)(E)

                  (f) |_|  Employee benefit plan or endowment fund in accordance
                           with ss.240.13d-1(b)(1)(ii)(F)

                  (g) |_|  Parent Holding Company or control person in
                           accordance withss.240.13d-1(b)(ii)(G)

                  (h) |_|  Savings Association as defined inss.3(b) of the
                           Federal Deposit Insurance Act (12 U.S.C. 1813)

                  (i)      |_| Church plan that is excluded from the  definition
                           of an  investment  company under  ss.3(c)(15)  of the
                           Investment Company Act of 1940 (15 U.S.C. 80a-3)

                  (j) |_|  Group, in accordance with ss.240.13d-1(b)(ii)(J)

Item 4.            Ownership.

                  (a)      Amount beneficially owned: 657,700

                  (b)      Percent of class:  5.7%

                  (c)      Number of shares as to which such person has:

                           (i)    Sole power to vote or to direct the vote:
                                     657,700

                           (ii)   Shared power to vote or to direct the vote:

                           (iii)  Sole power to dispose or to direct the
                                  disposition of:  657,700

                           (iv)   Shared power to dispose or to direct the
                                  disposition of:

Item 5.            Ownership of Five Percent or Less of a Class.

Not Applicable.

Item 6.            Ownership of More than Five Percent on Behalf of Another
                   Person.

Not Applicable.

Item 7.            Identification and Classification of the Subsidiary Which
                   Acquired the Security Being Reported on by the Parent
                   Holding Company.

Not Applicable.


<PAGE>



Item 8.            Identification and Classification of Members of the Group.

Not Applicable.

Item 9.            Notice of Dissolution of Group.

Not Applicable.

Item 10.           Certification.

         By  signing  below I  certify  that,  to the best of my  knowledge  and
belief, the securities referred to above were acquired in the ordinary course of
business  and were not acquired for the purpose of and do not have the effect of
changing or  influencing  the control of the issuer of such  securities and were
not acquired in connection  with or as a participant in any  transaction  having
such purposes or effect.


<PAGE>

                                    SIGNATURE


         After  reasonable  inquiry and to the best  knowledge and belief of the
undersigned,  the  undersigned  certifies that the information set forth in this
Statement is true, complete and correct.


                                        December 6, 2000
                                        -----------------------
                                      Date


                                        /s/ John C. Suglia
                                        -----------------------
                                        Signature


                                        John C. Suglia, Chief Operating Officer
                                        ---------------------------------------
                                        Name/Title





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