UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
MEDIA 100 INC.
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(Name of Issuer)
COMMON STOCK
$.01 PAR VALUE
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(Title of Class of Securities)
58440W105
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(CUSIP Number)
Kevin S. Moore
Senior Vice President and Chief Financial Officer
The Clark Estates, Inc.
One Rockefeller Plaza
New York, New York 10020
Tel. No.: (212) 269-1833
With a copy to:
David W. Ambrosia, Esq.
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004-1490
(212) 858-1208
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
October 1, 1997
(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 statement because of Rule 13d-1(b)(3) or (4), check the following:
[ ]
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SCHEDULE 13D
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CUSIP NO. 58440W105 Page of Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Clark Estates, Inc.
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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*
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
NUMBER OF SHARES 445,900
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
445,900
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
445,900
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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)
5.4%
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14 TYPE OF REPORTING PERSON*
CO
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<PAGE>
<PAGE>
Item 1. Security and Issuer.
This Statement relates to shares of Common Stock, $.01 par value per
share (the "Common Stock") of Media 100 Inc., a Delaware corporation (the
"Company"). The address of the Company's principal executive offices is 290
Donald Lynch Boulevard, Marlborough, Massachusetts 01752-4748.
Item 2. Identity and Background.
(a) - (c) This Statement is being filed by The Clark Estates, Inc.
(the "Reporting Person").
The Reporting Person is a New York corporation principally engaged in
the business of providing management and administrative services for certain
institutional, corporate, individual and trust accounts affiliated with the
Clark family. The principal business and principal office address of the
Reporting Person is One Rockefeller Plaza, New York, New York 10020.
The name, business address, present principal occupation or employment
of each executive officer and director of the Reporting Person (the "Executive
Officers and Directors") are set forth in Schedule I hereto, which is
incorporated herein by reference.
(d) - (e) During the last five years, neither the Reporting Person nor,
to the best knowledge of the Reporting Person, any of the Executive Officers and
Directors has (A) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (B) 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 finding any violation with respect to such laws.
(f) Each of the persons listed in this Item 2 or Schedule I
hereto is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
All the shares of Company Common Stock owned by the Reporting Person
were purchased in open market transactions. As of September 30, 1997, the
Reporting Person was the beneficial owner of 400,900 shares of Common Stock. The
Reporting Person's further purchases of Common Stock are described in Schedule
II hereto, which is incorporated herein by reference. As a result of the
purchases of 20,000 shares of Common Stock on October 1, 1997, 15,000 shares of
Common Stock on October 2, 1997 and 10,000 shares of Common Stock on October 8,
1997, the Reporting Person became the beneficial owner of 5.4% of the Common
Stock. The 445,900 shares of Company Common Stock were acquired by funds
available for investment in certain of the accounts for which the Reporting
Person provides management and administrative services.
Item 4. Purpose of Transaction.
All of the shares of Common Stock have been acquired for investment
purposes. The Reporting Person currently does not have any plans or proposals of
the type set forth in Paragraphs (a) through (j) of Item 4 of Schedule 13D,
except that the Reporting Person may acquire additional shares of Common Stock
in open market transactions for investment purposes. Any decision of the
Reporting Person either to purchase additional shares of Company Common Stock or
to dispose of any shares will take into account various factors, including
general economic conditions and money and stock market conditions. Item 5.
Interest in Securities of the Issuer.
(a) The 445,900 shares of Company Common Stock beneficially
owned by the Reporting Person constitute 5.4% of the outstanding shares of
Company Common Stock (based upon an aggregate of 8,134,121 outstanding shares of
Company Common Stock as of June 30, 1997, as reported in the Company's Form 10-Q
for the period ended May 31, 1997).
(b) The Reporting Person has sole power to vote or to direct
the vote of the shares of Company Common Stock referred to in paragraph (a)
above and sole power to dispose or to direct the disposition of any such shares.
(c) Information with respect to all transactions in the
Company Common Stock which were effected by the Reporting Person during the past
sixty days are set forth in Schedule II hereto, which is incorporated herein by
reference.
(d) No person other than the Reporting Person 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 Company Common Stock referred to in paragraph
(a) above.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Neither the Reporting Person, nor (to the best knowledge of
the Reporting Person) any of the Executive Officers and Directors, has any
contract, arrangement, understanding or relationship (legal or otherwise) with
any person with respect to any securities of the Company, including but not
limited to the transfer or voting of any of such securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss or the giving or the withholding of
proxies.
Item 7. Material to be Filed as Exhibits.
None.
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SIGNATURES
After reasonable inquiry and to the best knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 10, 1997
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/s/ Kevin S. Moore
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Senior Vice President and
Chief Financial Officer
The Clark Estates, Inc.
<PAGE>
SCHEDULE I
Executive Officers and Directors of
The Clark Estates, Inc.
Except where otherwise indicated, the business address of each of the
following is The Clark Estates, Inc., One Rockefeller Plaza, New York, New York
10020.
Principal Occupation
Name and Name of Business
Edward W. Stack President and Director
The Clark Estates, Inc.
Management Services
Jane F. Clark Chairman and Director
The Clark Estates, Inc.
Management Services
Kevin S. Moore Senior Vice President, Chief
Financial Officer and Director
The Clark Estates, Inc.
Management Services
William T. Burdick Secretary
The Clark Estates, Inc.
Management Services
Anne L. Peretz Director
The Clark Estates, Inc.
Management Services
Marshall F. Wallach Director
The Clark Estates, Inc.
Management Services
<PAGE>
SCHEDULE II
Transactions in Company Common Stock
Effected by Reporting Person
During Past Sixty Days
Date Transaction Number of Per Share
Type Shares Purchased Sale Price
09-03-97 Market Purchase 33,300 5.0000
09-04-97 Market Purchase 7,000 5.0000
09-08-97 Market Purchase 7,500 5.0833
09-10-97 Market Purchase 20,000 5.2500
09-12-97 Market Purchase 25,000 5.2500
09-15-97 Market Purchase 12,500 5.1750
10-01-97 Market Purchase 20,000 5.2344
10-02-97 Market Purchase 15,000 5.2500
10-08-97 Market Purchase 10,000 5.2500
