UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No 1 )*
Telos Corporation
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(Name of Issuer)
12% Cumulative Exchangeable Redeemable Preferred Stock, $.01 par value
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(Title of Class of Securities)
87969B200
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(CUSIP Number)
William L.P. Brownley, Esq., Telos Corporation.
460 Herndon Parkway, Herndon, VA 22070 (703) 471-6000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
April 23, 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 . (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 13-1(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).
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SCHEDULE 13D
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CUSIP No. 87969B200 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
C.C. Partners, Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)/ / (b)/X/
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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 REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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7 SOLE VOTING POWER
175,953
NUMBER OF ------- --------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ------- --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 175,953
PERSON ------- --------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
175,953
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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)
4.9%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
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CUSIP No. 87969B200 Page 3 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
R. Cromwell Coulson
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER
175,953
NUMBER OF ------- --------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ------- --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 175,953
PERSON ------- --------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
175,953
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- -------- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
This Amendment No. 1 is filed by C.C. Partners, Ltd. ("CCP"), a Texas
limited partnership and R. Cromwell Coulson (the "Reporting Persons"). The
general partner of CCP is R. Cromwell Coulson. This Amendment No. 1 amends and
restates the Reporting Persons' Schedule 13D dated March 1, 1995 (the
"Statement") with respect to shares of 12% Cumulative Exchangeable Redeemable
Preferred Stock, $.01 par value (the "Preferred Stock"), of Telos Corporation
(formerly C3, Inc.) (the "Issuer"). This Amendment No. 1 effectively terminates
each of the Reporting Person's Section 13(d) filing obligations because each
Reporting Person currently holds less than 5% of the Preferred Stock.
Item 1. Security and Issuer
This statement relates to the Preferred Stock. The Principal executive
offices of the Issuer are located at 460 Herndon Parkway, Herndon, Virginia
22070. As of the date of this Statement, holders of the Preferred Stock, voting
as a class, have the exclusive right to elect up to two (2) directors to the
Issuer's board of directors because dividends payable on the Preferred Stock
have been in arrears and unpaid for three consecutive full semi-annual periods.
Item 2. Identity and Background
CCP's business address is 15 Hudson Avenue, P.O. Box 832, Shelter
Island Heights, NY 11965. The principal business of CCP is investing in debt and
equity securities. R. Cromwell Coulson's business address is Carr Securities
Corp., One Penn Plaza, Suite 4720, New York, NY 10004. R. Cromwell Coulson's
principal occupation is Registered Representative of Carr Securities Corp.
During the last five years, neither of the Reporting persons have been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). During the last five years, neither of the Reporting Persons was
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction.
R. Cromwell Coulson is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
CCP obtained the shares of the Preferred Stock in open market purchaes.
Funds used by CCP came from CCP's capital. R. Cromwell Coulson has not acquired
any shares of the Preferred Stock, but as general partner of CCP has the power
to direct the vote and disposition of shares of the Preferred Stock held by CCP.
Item 4. Purpose of Transaction
CCP has acquired shares of the Preferred Stock for investment purposes.
CCP has requested that R. Cromwell Coulson be considered for a seat on the Board
of Directors of the Issuer. CCP may exercise any or all rights
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available to holders of Preferred Stock, including, without limitation, the
right to contact other holders of Preferred Stock, request that a special
meeting of holders of Preferred Stock be called for the purpose of electing two
directors to the Issuer's board, or take such other actions as it deems
appropriate. CCP does not have any present intention to take any action with
respect to the matters listed in paragraphs (b), (c) and (e) through (j) of Item
4.
CCP may dispose of or acquire additional shares of Preferred Stock or
other securities of the Issuer in privately negotiated transactions, market
transactions or otherwise. CCP intends to exercise its rights as a shareholder
to vote for or against any matter in accordance with its best interests.
Item 5. Interest in Securities of the Issuer
(a) CCP is the beneficial owner of 175,953 shares of Preferred Stock.
According to the Issuer's Form 10 K for the period ended December 31, 1995,
3,595,586 shares of Preferred Stock were outstanding. Accordingly, CCP is the
beneficial owner of 4.9% of the total shares of Preferred Stock outstanding.
Because he is the general partner of CCP and has the right to vote and dispose
of stock held by CCP, R. Cromwell Coulson may be deemed to be the beneficial
owner of the shares of Preferred Stock beneficially owned by CCP.
(b)
R. Cromwell
CCP Coulson
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Sole Power to
vote/direct vote 175,953 175,953
Shared Power to
vote/direct vote 0 0
Sole Power to
dispose/direct
disposition 175,953 175,953
Shared Power to
dispose/direct
disposition 0 0
(c) During the past sixty days the following transactions in the
Preferred Stock were effected:
March 7, 1996: CCP sold 10,000 shares at $5.375 on the open market.
April 23, 1996: CCP sold 50,000 shares at $6.475 on the open market.
(d) Not applicable.
(e) Not applicable.
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<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
As general partner of CCP, R. Cromwell Coulson has the authority to
vote and dispose of the shares of Preferred Stock beneficially owned by CCP.
Item 7. Material to Be Filed as Exhibits
None.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 16, 1996
C.C. PARTNERS, LTD.
By: /s/ R. Cromwell Coulson
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R. Cromwell Coulson
General Partner
/s/ R. Cromwell Coulson
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R. Cromwell Coulson
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