<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)*
TELOS CORPORATION
------------------------------------------------------------
(NAME OF ISSUER)
12% CUMULATIVE EXCHANGEABLE REDEEMABLE PREFERRED STOCK
------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
126520 20 4
------------------------------------------------------------
(CUSIP NUMBER)
Timothy G. Ewing
Fisher Ewing Partners
2200 Ross Avenue
Suite 4660
Dallas, Texas 75201
(214) 999-1900
------------------------------------------------------------
(NAME, ADDRESS, TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS)
MARCH 1, 1995
-------------------------------------------------------------
(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.)
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 9 Pages
Exhibit index appears on page 6.
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CUSIP No. 126520 20 4 Page 2 of 9 Pages
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- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 OF ORGANIZATION
TEXAS
- --------------------------------------------------------------------------------
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE VOTING POWER
673,317
- --------------------------------------------------------------------------------
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
673,317
- --------------------------------------------------------------------------------
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
673,317
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.73%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
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- --------------------------------------------------------------------------------
<PAGE>
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CUSIP No. 126520 20 4 Page 3 of 9 Pages
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- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 OF ORGANIZATION
TEXAS
- --------------------------------------------------------------------------------
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE VOTING POWER
673,317
- --------------------------------------------------------------------------------
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
673,317
- --------------------------------------------------------------------------------
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
673,317
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.73%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
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CUSIP No. 126520 20 4 Page 4 of 9 Pages
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ITEM 1. SECURITY AND ISSUER
The securities as to which this Schedule 13D ("Schedule") relates are the
shares of 12% Cumulative Exchangeable Redeemable Preferred Stock, $.01 par value
per share ("Exchangeable Preferred"), of Telos Corporation, a Maryland
corporation (the "Issuer"). The address of the Issuer's principal executive
office is 460 Herndon Parkway, Herndon, Virginia 22070.
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.
(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.
(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 Value Partners is
investment in and trading of capital stocks, warrants, bonds, notes, debentures
and other securities. The principal business of FEP is the management of Value
Partners.
(d) During the past five years, none of VP, FEP and Messrs. Ewing and Fisher
have been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the past five years, none of VP, FEP and Messrs. Fisher and Ewing
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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On various dates from June 30, 1994 until November 9, 1995, VP purchased a
total of 673,317 shares of the Issuer's Exchangeable Preferred Stock for an
aggregate purchase price of $2,725,129. VP's source of funds for such purchase
was its working capital (i.e., its partnership capital account). None of FEP,
Mr. Fisher or Mr. Ewing purchased any shares of the Issuer's Exchangeable
Preferred Stock.
<PAGE>
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CUSIP No. 126520 20 4 Page 5 of 9 Pages
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ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisition of shares of the Issuer's Exchangeable
Preferred Stock by VP is for investment. The shares reported on this Schedule
were not purchased with the intention of exercising control over the Issuer.
Although the Exchangeable Preferred Stock is non-voting stock, it has the
exclusive right to vote as a class for up to two directors if at any time or
times dividends payable on the Exchangeable Preferred Stock shall be in arrears
and unpaid for three consecutive full semi-annual periods. While VP intends to
exercise its rights as a stockholder, except as set forth below, none of VP, FEP
or Messrs. Fisher and Ewing 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 Articles of Incorporation, Bylaws 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 deleted 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
Exchangeable Preferred Stock for up to two directors as permitted by the
Issuers's governing corporate documents. In addition, VP, FEP or Messrs. Ewing
or Fisher may exercise any or all rights available to holders of the
Exchangeable Preferred Stock, including, without limitation, the right to
contact other holders of the Exchangeable Preferred Stock, request that a
special meeting of holders of the Exchangeable Preferred Stock be called for the
purpose of electing two directors to the Issuer's Board of Directors, as
permitted by the Issuer's governing corporate documents, or take such other
action as it may deem to be appropriate. In the future, VP, FEP or Messrs.
Ewing or Fisher may determine to purchase additional shares of the Issuer's
Exchangeable Preferred Stock (or other securities of the Issuer) or VP, FEP or
Messrs. Ewing or Fisher may determine to sell shares of the Issuer's
Exchangeable Preferred 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. VP directly and beneficially owns 673,317 shares of the Issuer's
Exchangeable Preferred Stock, which represents 18.73% of the Issuer's
outstanding shares of Exchangeable Preferred Stock as of August 1, 1995, the
date of the share calculation set forth on the Issuer's most recently filed Form
10-Q for the quarter ended June 30, 1995. None of FEP or Messrs. Fisher or
Ewing directly owns any shares of Exchangeable Preferred 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
<PAGE>
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CUSIP No. 126520 20 4 Page 6 of 9 Pages
- ----------------------- -------------------
to beneficially own the 673,317 shares of Exchangeable Preferred Stock owned by
VP, but disclaim benefical ownership pursuant to Rule 13d-4.
b. VP has the sole power to vote and the sole power to dispose of the
shares of Exchangeable Preferred 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 Exchangeable
Preferred Stock owned by VP.
c. Except as disclosed in Exhibit A of this Schedule, none of VP, FEP or
Messrs. Fisher or Ewing has effected any transaction in the Issuer's
Exchangeable Preferred 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 Exchangeable Preferred Stock beneficially owned
by VP.
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, none of VP, FEP or
Messrs. Fisher or Ewing 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 Exchangeable Preferred 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 Exchangeable Preferred Stock, other than the agreement
among VP, FEP and Messrs. Fisher and Ewing with respect to the filing of this
Schedule and any amendments thereto, which agreement is attached as Exhibit B
hereto.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A -- Transactions in Exchangeable Preferred Stock During Past 60
Days by VP.
Exhibit B -- Agreement among VP, FEP and Messrs. Fisher and Ewing with
respect to the filing of Schedule 13D.
<PAGE>
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CUSIP No. 126520 20 4 Page 7 of 9 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
Statement on 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
/s/ RICHARD W. FISHER
------------------------
Richard W. Fisher, Partner
Date: November 10, 1995
FISHER EWING PARTNERS
By: /s/ TIMOTHY G. EWING
-------------------------
Timothy G. Ewing, Partner
Date: November 10, 1995
<PAGE>
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CUSIP No. 126520 20 4 Page 8 of 9 Pages
- ----------------------- -------------------
EXHIBIT A
TRANSACTIONS IN EXCHANGEABLE
PREFERRED STOCK DURING
PAST 60 DAYS
TRADE
DATE QUANTITY
------- --------
09-14-95 100,000
09-14-95 7,600
09-22-95 10,000
10-09-95 100,000
10-13-95 12,000
10-24-95 85,000
10-25-95 15,000
11/9/95 20,000
<PAGE>
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CUSIP No. 126520 20 4 Page 9 of 9 Pages
- ----------------------- -------------------
EXHIBIT B
AGREEMENT
This will confirm the agreement by and among all of the undersigned that
the Report on Schedule 13D filed on November 13, 1995, and any amendments
thereto with respect to the beneficial ownership of the undersigned of the
shares of 12% Cumulative Exchangeable Redeemable Preferred Stock of Telos
Corporation, a Maryland 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
/s/ RICHARD W. FISHER
-------------------------
Richard W. Fisher, Partner
Date: November 10, 1995
FISHER EWING PARTNERS
By: /s/ TIMOTHY G. EWING
------------------------
Timothy G. Ewing, Partner
Date: November 10, 1995
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
TELOS CORPORATION
-------------------------------------------------------------------
(NAME OF ISSUER)
12% CUMULATIVE EXCHANGEABLE REDEEMABLE PREFERRED STOCK
------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
126520 20 4
-----------------------------------------------------------------
(CUSIP NUMBER)
Timothy G. Ewing
Fisher Ewing Partners
2200 Ross Avenue
Suite 4660
Dallas, Texas 75201
(214) 999-1900
------------------------------------------------------------------
(NAME, ADDRESS, TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS)
February 13, 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 6 Pages
<PAGE>
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CUSIP No. 126520 20 4 Page 2 of 6 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 OF ORGANIZATION
TEXAS
- ----------------------------------------------------------------------
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE VOTING POWER
673,317
- ----------------------------------------------------------------------
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
673,317
- ----------------------------------------------------------------------
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED DISPOSITIVE POWER
-0-
- ----------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
673,317
- ----------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ----------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.73%
- ----------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
<PAGE>
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CUSIP No. 126520 20 4 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
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 OF ORGANIZATION
TEXAS
- --------------------------------------------------------------------
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE VOTING POWER
673,317
- --------------------------------------------------------------------
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
673,317
- --------------------------------------------------------------------
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
673,317
- --------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.73%
- --------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------
- --------------------------------------------------------------------
<PAGE>
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CUSIP No. 126520 20 4 Page 4 of 6 Pages
- --------------------- -----------------
AMENDMENT NO. 1 TO SCHEDULE 13D
This statement amends ("Amendment No. 1") the Schedule 13D (the "Schedule")
filed by Value Partners, Ltd. and Fisher Ewing Partners with the Securities and
Exchange Commission on November 13, 1995, with respect to the 12% Cumulative
Exchangeable Redeemable Preferred Stock, $.01 par value per share ("Exchangeable
Preferred Stock"), of Telos Corporation, a Maryland corporation (the "Issuer").
All defined terms refer to terms defined herein and in the Schedule.
Notwithstanding this Amendment No. 1, the Schedule speaks as of its respective
dates. The Schedule is amended only to the extent set forth below:
ITEM 4. PURPOSE OF TRANSACTION appearing in the Schedule is deleted in its
entirety and replaced with the following:
"ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisition of shares of the Issuer's Exchangeable
Preferred Stock by VP and FEP is for investment. The shares reported on this
Schedule were not purchased with the intention of exercising control over the
Issuer. Although the Exchangeable Preferred Stock is non-voting stock, it has
the exclusive right to vote as a class for up to two directors if at any time or
times dividends payable on the Exchangeable Preferred Stock shall be in arrears
and unpaid for three consecutive full semi-annual periods. The Issuer's Form
10-Q for the quarterly period ended September 30, 1995 stated that no dividends
on the Exchangeable Preferred Stock were declared or paid during fiscal years
1994, 1993 and 1992. VP and FEP believe that no dividends on the Exchangeable
Preferred Stock were declared or paid during fiscal year 1995. Consequently, VP
and FEP believe that, pursuant to the terms of the Exchangeable Preferred Stock,
holders of the Exchangeable Preferred Stock currently have the right to elect,
voting separately as a class, two directors to the Board of Directors of the
Issuer at any annual or special meeting of the stockholders of the Issuer held
for the purpose of electing directors. VP currently intends to exercise these
voting rights and, in that regard, may: (i) request that the Issuer call a
special meeting of stockholders, or include such an election at the next annual
meeting of stockholders if the annual meeting will be held within 90 days of the
requested special meeting, to elect the two "Class D" directors which may be
elected by holders of the Exchangeable Preferred Stock; (ii) request that VP be
provided with a list of stockholders of the Exchangeable Preferred Stock and
with other corporate documentation of the Issuer; (iii) call a special meeting
of Exchangeable Preferred Stockholders to elect the Class D directors if the
proper officers of the Issuer fail to do so pursuant to the terms of the
Exchangeable Preferred Stock; (iv) nominate one or two persons to run as
candidates for the Class D director positions; (v) vote its shares of the
Exchangeable Preferred Stock in favor of one or more nominees for the Class D
director positions; (vi) take such other action, in its sole discretion, to
facilitate the above, including contacting other holders of the Exchangeable
Preferred Stock and possibly, the solicitation of proxies in favor of VP's or
another stockholder's nominees; or (vii) exercise any or all rights available to
holders of the Exchangeable Preferred Stock or take any other action it may deem
to be appropriate. In the future, VP, FEP or Messrs. Ewing or Fisher may
determine to purchase additional shares of the Issuer's Exchangeable Preferred
Stock (or other securities of the Issuer), or VP, FEP or Messrs. Ewing or Fisher
may determine to sell shares of the Exchangeable Preferred Stock. Any such
determination will depend upon a number of factors, including market prices, the
Issuer's prospects and alternative investments.
<PAGE>
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CUSIP No. 126520 20 4 Page 5 of 6 Pages
- --------------------- ------------------
While VP and FEP intend to exercise their rights as stockholders, except as
set forth above, none of VP, FEP or Messrs. Fisher and Ewing 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 Articles of Incorporation,
Bylaws 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 deleted 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."
<PAGE>
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: February 13, 1996
FISHER EWING PARTNERS
By: /s/ TIMOTHY G. EWING
-----------------------
Timothy G. Ewing, Partner
Date: February 13, 1996
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
TELOS CORPORATION
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
12% CUMULATIVE EXCHANGEABLE REDEEMABLE PREFERRED STOCK
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
126520 20 4
- --------------------------------------------------------------------------------
(CUSIP NUMBER)
Timothy G. Ewing
Fisher Ewing Partners
2200 Ross Avenue
Suite 4660
Dallas, Texas 75201
(214) 999-1900
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(NAME, ADDRESS, TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS)
May 3, 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 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 7 Pages
<PAGE>
CUSIP No. 126520 20 4 Page 2 of 7 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
VALUE PARTNERS, LTD.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF 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
TEXAS
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7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE VOTING POWER
714,317
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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
714,317
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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
714,317
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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)
19.87%
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14. TYPE OF REPORTING PERSON
PN
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<PAGE>
CUSIP No. 126520 20 4 Page 3 of 7 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FISHER EWING PARTNERS
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF 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
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
- --------------------------------------------------------------------------------
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE VOTING POWER
714,317
- --------------------------------------------------------------------------------
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
714,317
- --------------------------------------------------------------------------------
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
714,317
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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)
19.87%
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14. TYPE OF REPORTING PERSON
PN
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<PAGE>
CUSIP No. 126520 20 4 Page 4 of 7 Pages
AMENDMENT NO. 2 TO SCHEDULE 13D
This statement amends ("Amendment No. 2") the Schedule 13D (the "Schedule")
and Amendment No. 1 to the Schedule ("Amendment No. 1") filed by Value Partners,
Ltd. ("VP") and Fisher Ewing Partners ("FEP") with the Securities and Exchange
Commission on November 13, 1995 and February 15, 1996, respectively, with
respect to the 12% Cumulative Exchangeable Redeemable Preferred Stock, $.01 par
value per share ("Exchangeable Preferred Stock"), of Telos Corporation, a
Maryland corporation (the "Issuer"). All defined terms refer to terms defined
herein, in the Schedule and in Amendment No. 1. Notwithstanding this Amendment
No. 2, the Schedule and Amendment No. 1 speak as of their respective dates. The
Schedule and Amendment No. 1 are amended only to the extent set forth below:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION is amended as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On May 2, 1996 and May 3, 1996, VP purchased a total of 41,000 shares of
the Issuer's Exchangeable Preferred Stock.
VP's source of funds for the purchase of the 41,000 shares of the Issuer's
Exchangeable Preferred Stock as described herein was its working capital (i.e.,
its partnership capital account). None of FEP, Mr. Fisher or Mr. Ewing (the
general partners of FEP) has purchased any shares of the Issuer's Exchangeable
Preferred Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER is amended as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
a. VP directly and beneficially owns 714,317 shares of the Issuer's
Exchangeable Preferred Stock, which represents 19.87% of the 3,595,586
outstanding shares of Issuer's Exchangeable Preferred Stock as of March 1, 1996,
the date of the share calculation set forth on the Issuer's most recently filed
Form 10-K for the year ended December 31, 1995. None of FEP or Messrs. Fisher
or Ewing directly own any shares of Exchangeable Preferred Stock. By reason of
the provisions of Rule 13d-3 under the Exchange Act, each of FEP, Mr. Fisher and
Mr. Ewing may be deemed to beneficially own the 714,317 shares of Exchangeable
Preferred Stock owned by VP, but each hereby disclaims 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 Exchangeable Preferred 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 Exchangeable
Preferred Stock owned by VP.
c. Except as disclosed in Exhibit A of this Schedule, none of VP, FEP or
Messrs. Fisher or Ewing has effected any transaction in the Issuer's
Exchangeable Preferred Stock within the past 60 days.
<PAGE>
CUSIP No. 126520 20 4 Page 5 of 7 Pages
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 Exchangeable Preferred Stock beneficially owned
by VP.
e. Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A -- Transactions in Exchangeable Preferred Stock During Past 60
Days by VP.
<PAGE>
CUSIP No. 126520 20 4 Page 6 of 7 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. 2 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: May 10, 1996
FISHER EWING PARTNERS
By: /s/ TIMOTHY G. EWING
---------------------------------------
Timothy G. Ewing, Partner
Date: May 10, 1996
<PAGE>
CUSIP No. 126520 20 4 Page 7 of 7 Pages
EXHIBIT A
TRANSACTIONS IN EXCHANGEABLE
PREFERRED STOCK DURING
PAST 60 DAYS
BY VP
TRADE
DATE NO. OF SHARES PRICE PER SHARE WHERE EFFECTED
------ ------------- --------------- --------------
05-02-96 31,000 $6.625 NASDAQ-NMS
05-03-96 10,000 $6.5625 NASDAQ-NMS
