SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 7 for Steel Partners, L.P.,
Lawrence Butler and Warren Lichtenstein)
Under the Securities Exchange Act of 1934
ALPHA TECHNOLOGIES GROUP, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
020781100
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(CUSIP Number)
Warren G. Lichtenstein
Steel Partners, L.P.
750 Lexington Avenue - 27th Floor
New York, New York 10022
212/446-5217
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 26, 1995
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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 | |.
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Page 1 of 11 pages
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|CUSIP NO. 020781100 | | Page 2 of 11 pages |
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================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Steel Partners, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 694,810
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING -----------------------------------------------------------------
PERSON WITH
9 SOLE DISPOSITIVE POWER
694,810
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10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
694,810
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.5%
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14 TYPE OF REPORTING PERSON
PN
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|CUSIP NO. 020781100 | | Page 3 of 11 pages |
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Warren G. Lichtenstein
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,080,912(1)
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING
PERSON WITH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,080,912(1)
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,080,912(1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6%
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14 TYPE OF REPORTING PERSON
IN
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(1) Includes 694,810 shares owned by Steel Partners, L.P., 235,300 shares
owned by Steel Partners II, L.P., and 39,170 shares managed by Steel Partners
Services, Ltd., entities controlled by Mr. Lichtenstein and Mr. Butler. Also
includes 83,332 shares underlying stock options which are exercisable within
60 days.
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|CUSIP NO. 020781100 | | Page 4 of 11 pages |
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Lawrence Butler
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF, OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,066,278(1)
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING
PERSON WITH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,066,278(1)
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10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,066,278(1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.4%
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14 TYPE OF REPORTING PERSON
IN
================================================================================
(1) Includes 694,810 shares owned by Steel Partners, L.P., 235,300 shares
owned by Steel Partners II, L.P., and 39,170 shares managed by Steel Partners
Services, Ltd., entities controlled by Mr. Lichtenstein and Mr. Butler. Also
includes 89,998 shares underlying stock options which are exercisable within
60 days.
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|CUSIP NO. 020781100 | | Page 5 of 11 pages |
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STATEMENT FOR SCHEDULE 13D
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Item 1. Security and Issuer.
The class of equity securities to which this Statement
relates is the common stock, $.03 par value, of Alpha
Technologies Group, Inc. (formerly known as Synercom Technology,
Inc.), a Delaware corporation (the "Issuer"), whose principal
executive office is located at 750 Lexington Avenue, 27th Floor,
New York, New York 10022.
Item 2. Identity and Background.
(a) This statement is filed by a group consisting of
Steel Partners, L.P., ("Steel Partners"), Lawrence Butler ("L.
Butler") and Warren G. Lichtenstein ("Lichtenstein"). Certain
shares of the Issuer's common stock reported by Mr. Lichtenstein
and Mr. L. Butler relate to the ownership of such shares by Steel
Partners, Steel Partners II, L.P. ("Steel Partners II"), and by a
foreign investment company (the "Fund"). Steel Partners
Services, Ltd. ("Services"), manages a portfolio of securities
owned by the Fund which includes shares of the Issuer's common
stock. Messrs. Lichtenstein and L. Butler are the sole officers
and directors of Services. In addition, Mr. Lichtenstein and Mr.
Butler are directors of the Issuer and Mr. Butler is President of
the Issuer. By virtue of their positions with Steel Partners,
Steel Partners II and Services, Mr. Lichtenstein and Mr. L.
Butler have the power to vote and dispose of the Issuer's shares
owned by Steel Partners and Steel Partners II, and managed by
Services.
For information regarding the background of Steel
Partners, L. Butler and Lichtenstein, reference is made to the
Schedule 13D filed on or about December 2, 1992, which is
incorporated herein by reference. Each of the foregoing are
referred to as a "Reporting Person" and collectively as the
"Reporting Persons".
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price (including commissions) of
the shares of Common Stock owned by Steel Partners is $1,538,622.
The shares of Common Stock owned by Steel Partners were acquired
with partnership funds and other funds borrowed from a commingled
margin account with Kalb, Voorhis & Co., which account has an
aggregate debit balance.
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|CUSIP NO. 020781100 | | Page 6 of 11 pages |
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The aggregate purchase price (including commissions) of
the shares of Common Stock owned by Steel Partners II is
$829,240. The shares of Common Stock owned by Steel Partners II
were acquired with partnership funds and other funds borrowed
from a commingled margin account with Bear Stearns, Inc., which
account has an aggregate debit balance.
The aggregate purchase price of the shares of common
stock managed by Services is $299,940. Such shares were acquired
with funds it manages for the Fund. Pursuant to an agreement
(the "Management Agreement") with the Fund, Services has been
appointed to manage, on a discretionary basis, certain of the
Fund's assets, which are maintained in a brokerage account in the
Fund's name. The Management Agreement may be terminated by
either party at any time. Therefore, pursuant to Rule 13d-
3(d)(1)(c), the Fund may be deemed the beneficial owner of the
Shares managed by Services.
The aggregate purchase price (including commissions) of
the shares of Common Stock individually owned by Mr. L. Butler is
$15,645. The shares of Common Stock owned by Mr. L. Butler were
acquired with personal funds and other funds borrowed from a
commingled margin account with Kalb, Voorhis & Co., which account
has an aggregate debit balance.
The aggregate purchase price (including commissions) of
the shares of Common Stock individually owned by Mr. Lichtenstein
is $53,473. The shares of Common Stock owned by Mr. Lichtenstein
were acquired with personal funds and other funds borrowed from a
commingled margin account with Kalb, Voorhis & Co., which account
has an aggregate debit balance.
The aggregate purchase price (including commissions) of
the shares of Common Stock owned by all Reporting Persons as a
group is $2,736,920.
Item 4. Purpose of Transaction.
The shares of Common Stock were acquired by the
Reporting Persons in order to increase their equity position in
the Issuer with a view toward making a profit.
Other than as described above, the Reporting Persons
have no present plan or proposal with respect to the Issuer.
Each intends to review his or its investment in the Issuer on a
continuing basis and, depending on various factors, including the
Issuer's business affairs and financial position, the price
levels of the Common Stock, conditions in the securities markets
and general economic and industry conditions, may in the future
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|CUSIP NO. 020781100 | | Page 7 of 11 pages |
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take such actions with respect to its investment in the Issuer as
it deems appropriate in light of the circumstances existing from
time to time.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate percentage of shares of Common Stock
reported owned by each person named herein is based upon
6,042,441 shares outstanding plus, in the case of Messrs. Butler
and Lichtenstein, the number of shares underlying options that
may be exercised by such Reporting Persons within 60 days.
As of the close of business on December 29, 1995:
(i) Steel Partners owns 694,810 shares of Common
Stock, constituting approximately 11.5% of the shares
outstanding. Camelia and WGL, as the general partners of Steel
Partners, and Messrs. Butler and Lichtenstein, as the sole
stockholders of Camelia and WGL, respectively, may be deemed to
own beneficially the shares owned by Steel Partners.
(ii) Mr. L. Butler owns individually 7,000 shares of
Common Stock and possesses options enabling him to acquire 89,998
shares of the Issuer's Common Stock within 60 days and, by virtue
of his positions with Steel Partners, Steel Partners II and
Services, which own 694,810, 235,300 and 39,170 shares of Common
Stock, respectively, may be deemed to beneficially own an
additional 969,280 shares. Accordingly, Mr. Butler may be deemed
to beneficially own 17.4% of the Issuer's outstanding shares of
Common Stock.
(iii) Mr. Lichtenstein owns individually 28,300 shares
of Common Stock, and possesses options enabling him to acquire
83,332 of the Issuer's Common Stock within 60 days and, by virtue
of his positions with Steel Partners, Steel Partners II and
Services, which own 694,810, 235,300 and 39,170 shares of Common
Stock, respectively, may be deemed to beneficially own an
additional 969,280 shares. Accordingly, Mr. Lichtenstein may be
deemed to beneficially own 17.6% of the Issuer's outstanding
shares of Common Stock.
(iv) In the aggregate, the Reporting Persons own
1,177,910 shares of the Common Stock, constituting approximately
18.9% of the shares outstanding. Messrs. Butler and Lichtenstein
each disclaim beneficial ownership of, and any direct or indirect
pecuniary interest in (i) the shares owned by Steel Partners and
Steel Partners II, except to the extent of their proportionate
interest in the portfolios of such entities, and (ii) the shares
managed by Services.
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|CUSIP NO. 020781100 | | Page 8 of 11 pages |
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(b) (i) Steel Partners has the sole power to vote and
dispose of the shares owned by it, which power is exercisable by
Mr. L. Butler and Mr. Lichtenstein.
(ii) Mr. L. Butler has the sole power to vote and
dispose of the shares owned by him.
(iii) Mr. Lichtenstein has the sole power to vote and
dispose of the shares owned by him.
(iv) Messrs. Butler and Lichtenstein have the power to
vote and dispose of shares beneficially owned by Steel Partners
II and managed by Services.
(c) No Reporting Person has engaged in any transaction in
the shares of Common Stock during the past sixty days except that
(i) Steel Partners made the following purchases:
Date No. of Shares Price Per Share
-------------- ------------- ---------------
December 22, 1995 20,000 $7.39
December 26, 1995 15,000 $7.71
December 27, 1995 4,200 $7.81
December 28, 1995 10,800 $7.93
December 29, 1995 5,000 $7.75
(ii) Steel Partners II made the following purchases:
Date No. of Shares Price Per Share
-------------- ------------- ---------------
December 22, 1995 4,300 $7.43
December 26, 1995 3,000 7.75
December 27, 1995 3,500 7.85
December 29, 1995 1,000 7.79
(iii) Services made the following purchase:
Date No. of Shares Price Per Share
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December 22, 1995 16,000 $7.43
December 26, 1995 9,000 7.75
December 27, 1995 13,170 7.85
December 29, 1995 1,000 7.79
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|CUSIP NO. 020781100 | | Page 9 of 11 pages |
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(d) No person other than each respective owner of the
shares referred to herein is known to have the right to receive,
or the power to direct the receipt of dividends from, or to the
proceeds from, the sale of such shares of the Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
No Reporting Person has any contracts, arrangements,
understandings or relationships with respect to the Common Stock
of the Issuer.
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement, pursuant to Rule 13d-1(f),
on behalf of Steel Partners, Mr. Butler and Mr. Lichtenstein
(previously filed).
2. Customer Agreement between Kalb, Voorhis & Co. and
Steel Partners (previously filed).
3. Customer Agreement between Kalb, Voorhis & Co. and
Lawrence Butler (previously filed).
4. Customer Agreement between Kalb, Voorhis & Co. and
Warren G. Lichtenstein (previously filed).
5. Amended and restated Agreement of Limited
Partnership, dated as of January 2, 1992, of Steel Partners
(previously filed).
6. Cross Powers of Attorneys between Warren
Lichtenstein and Lawrence Butler (previously filed).
7. Joint Filing Agreement, pursuant to Rule 13d-
1(f)(1)(iii) (previously filed).
8. Powers of Attorney from each Reporting Person to
Mr. L. Butler and Mr. Lichtenstein (previously filed).
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|CUSIP NO. 020781100 | | Page 10 of 11 pages |
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9. Synercom Technology, Inc. and Steel Partners, L.P.
joint press release issued February 4, 1993, relating to the
Agreement between Synercom Technology, Inc. and certain of its
stockholders with regard to the slate of nominees to the Board of
Directors at the 1993 Annual Meeting of Stockholders (previously
filed).
10. Form of Agreement of Limited Partnership of Steel
Partners II (previously filed).
11. Joint Filing Agreement, pursuant to Rule 13d-1(f),
among Steel Partners II and each of the Reporting Persons
(previously filed).
12. Customer Agreement between Bear Stearns and Steel
Partners II (previously filed).
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|CUSIP NO. 020781100 | | Page 11 of 11 pages |
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SIGNATURES
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After reasonable inquiry and to the best of its knowledge
and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
Dated: January 12, 1996
STEEL PARTNERS, L.P.
By: Camelia Group, Inc.
General Partner
By: \s\ Warren G. Lichtenstein
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Warren G. Lichtenstein
\s\ Warren G. Lichtenstein
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Warren G. Lichtenstein
Lawrence Butler
By:\s\ Warren G. Lichtenstein
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Warren G. Lichtenstein
Attorney-in-Fact
