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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
PUBLISHERS EQUIPMENT CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON AND PREFERRED
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(Title of Class of Securities)
744 650
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(CUSIP Number)
HANS OLOV JOHANSSON, c/o AB BONNIERFORETAGEN, S-11390 STOCKHOLM, SWEDEN
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
DECEMBER 30, 1998
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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. [ ]
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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
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SCHEDULE 13D
CUSIP NO. 744 650
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MAIN LINE DEVELOPMENTS LTD
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) N/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 REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
HAMILTON, BERMUDA
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7 SOLE VOTING POWER
NUMBER OF
SHARES 1,725,397
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
1,725,397
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,725,397
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33%
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14 TYPE OF REPORTING PERSON*
IV
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INSTRUCTIONS FOR COVER PAGE
(1) Names and I.R.S. Identification Numbers of Reporting Persons -- Furnish the
full legal name of each person for whom the report is filed - i.e., each
person required to sign the schedule itself - including each member of a
group. Do not include the name of a person required to be identified in the
report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory (see
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held as a
member of a group and such membership is expressly affirmed, please check
row 2(a). If the membership in a group is disclaimed or the reporting
person describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless a joint filing pursuant
to Rule 13d-1(f)(1) in which case it may not be necessary to check row
2(b)].
(3) The 3rd row is for SEC internal use; please leave blank.
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(4) Classify the source of funds or other consideration used or to be used in
making purchases as required to be disclosed pursuant to Item 3 of Schedule
13D and insert the appropriate symbol (or symbols if more than one is
necessary) in row (4):
<TABLE>
<CAPTION>
Category of Source Symbol
<S> <C>
Subject Company (Company whose securities are being acquired) SC
Bank BK
Affiliate (of reporting person) AF
Working Capital (of reporting person) WC
Personal Funds (of reporting person) PF
Other OO
</TABLE>
(5) If disclosure of legal proceedings or actions is required pursuant to
either Items 2(d) or 2(e) of Schedule 13D, row 5 should be checked.
(6) Citizenship or Place of Organization - Furnish citizenship if the named
reporting person is a natural person. Otherwise, furnish place of
organization. (See Item 2 of Schedule 13D.)
(7)-(11), (13) Aggregate Amount Beneficially Owned by Each Reporting Person,
etc. -- Rows (7) through (11) inclusive, and (13) are to be completed in
accordance with the provisions of Item 5 of Schedule 13D. All percentages
are to be rounded off to nearest tenth (one place after decimal point).
(12) Check if the aggregate amount reported as beneficially owned in row (11)
does not include shares which the reporting person discloses in the report
but as to which beneficial ownership is disclaimed pursuant to Rule 13d-4
[17 CFR 240.13d-4] under the Securities Exchange Act of 1934.
(14) Type of Reporting Person -- Please classify each "reporting person"
according to the following breakdown and place the appropriate symbol (or
symbols, i.e., if more than one is applicable, insert all applicable
symbols) on the form:
<TABLE>
<CAPTION>
Category Symbol
<S> <C>
Broker-Dealer BD
Bank BK
Insurance Company IC
Investment Company IV
Investment Adviser IA
Employee Benefit Plan, Pension Fund, or Endowment Fund EP
Parent Holding Company HC
Corporation CO
Partnership PN
Individual IN
Other OO
</TABLE>
Notes:
Attach as many copies of the second part of the cover page as are needed,
one reporting person per page.
Filing persons may, in order to avoid unnecessary duplication, answer items
on the schedules (Schedule 13D, 13G or 14D-1) by appropriate cross
references to an item or items on the cover page(s). This approach may only
be used where the cover page item or items provide all the disclosure
required by the schedule item. Moreover, such a use of a cover page item
will result in the item becoming a part of the schedule and accordingly
being considered as "filed" for purposes of Section 18 of the Securities
Exchange Act or otherwise subject to the liabilities of that section of
the Act.
Reporting persons may comply with their cover page filing requirements by
filing either completed copies of the blank forms available from the
Commission, printed or typed facsimiles, or computer printed facsimiles,
provided the documents filed have identical formats to the forms prescribed
in the Commission's regulations and meet existing Securities Exchange Act
rules as to such matters as clarity and size (Securities Exchange Act Rule
12b-12).
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SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D
Under Sections 13(d) and 23 of the Securities Exchange Act of 1934 and the
rules and regulations thereunder, the Commission is authorized to solicit the
information required to be supplied by this schedule by certain security holders
of certain issuers.
Disclosure of the information specified in this schedule is mandatory,
except for I.R.S. identification numbers, disclosure of which is voluntary. The
information will be used for the primary purpose of determining and disclosing
the holdings of certain beneficial owners of certain equity securities. This
statement will be made a matter of public record. Therefore, any information
given will be available for inspection by any member of the public.
Because of the public nature of the information, the Commission can utilize
it for a variety of purposes, including referral to other governmental
authorities or securities self-regulatory organizations for investigatory
purposes or in connection with litigation involving the Federal securities laws
or other civil, criminal or regulatory statutes or provisions. I.R.S.
identification numbers, if furnished, will assist the Commission in identifying
security holders and, therefore, in promptly processing statements of beneficial
ownership of securities.
Failure to disclose the information requested by this schedule, except for
I.R.S. identification numbers, may result in civil or criminal action against
the persons involved for violation of the Federal securities laws and rules
promulgated thereunder.
GENERAL INSTRUCTIONS
A. The item numbers and captions of the items shall be included but the text
of the items is to be omitted. The answers to the items shall be so
prepared as to indicate clearly the coverage of the items without referring
to the text of the items. Answer every item. If an item is inapplicable or
the answer is in the negative, so state.
B. Information contained in exhibits to the statements may be incorporated by
reference in answer or partial answer to any item or sub-item of the
statement unless it would render such answer misleading, incomplete,
unclear or confusing. Material incorporated by reference shall be clearly
identified in the reference by page, paragraph, caption or otherwise. An
express statement that the specified matter is incorporated by reference
shall be made at the particular place in the statement where the
information is required. A copy of any information or a copy of the
pertinent pages of a document containing such information which is
incorporated by reference shall be submitted with this statement as an
exhibit and shall be deemed to be filed with the Commission for all
purposes of the Act.
C. If the statement is filed by a general or limited partnership, syndicate,
or other group, the information called for by Items 2-6, inclusive, shall
be given with respect to (i) each partner of such general partnership; (ii)
each partner who is denominated as a general partner or who functions as a
general partner of such limited partnership; (iii) each member of such
syndicate or group; and (iv) each person controlling such partner or
member. If the statement is filed by a corporation or if a person referred
to in (i), (ii), (iii) or (iv) of this Instruction is a corporation, the
information called for by the above mentioned items shall be given with
respect to (a) each executive officer and director of such corporation; (b)
each person controlling such corporation; and (c) each executive officer
and director of any corporation or other person ultimately in control of
such corporation.
SCHEDULE 13D
Item 1. Security and Issuer.
The title and class of equity securities to which this statement
relates is common and preferred stock of Publishers Equipment Corporation, a
Texas corporation ("PEC"). The address of the principal executive offices of PEC
is 16660 Dallas Parkway, Suite 1100, Dallas, Texas 75248.
Item 2. Identity and Background.
The following information is provided for the reporting person:
(a) Main Line Developments Limited ("Main Line");
(b) Cedar House, 41 Cedar Avenue, Hamilton HM 12, Bermuda;
(c) Main Line is a Bermudan investment company with investments
primarily in Brazil and Switzerland;
(d) None;
(e) None;
(f) The corporation is formed and existing under the laws of Bermuda
Information Requested in Instruction C
The following information is provided, pursuant to Instruction C, in
regard to each officer, director and person controlling Main Line;
(a) Simon Bonnier;
(b) Moncarapacho, PT-8700 Olhao, Portugal;
(c) Director;
(d) None;
(e) None;
(f) Swedish
(a) Hans Olov Johansson;
(b) Stromkarlsvagen 43, 167 62 Bromma, Sweden;
(c) Director;
(d) None;
(e) None;
(f) Swedish;
(a) Richard D. Spurling;
(b) Appleby, Spurling & Kempe, Cedar House, 41 Cedar Avenue, Hamilton
HM 12, Bermuda;
(c) Director;
(d) None;
(e) None;
(f) Bermudan;
(a) Judith Collis;
(b) Appleby, Spurling & Kempe, Cedar House, 41 Cedar Avenue, Hamilton
HM 12, Bermuda;
(c) Director;
(d) None;
(e) None;
(f) Bermudan;
Item 3. Source and Amount of Funds or Other Consideration.
As of December 30, 1998, Main Line acquired 1.725.397 common shares and
14.534 preferred shares in PEC at $ 0.16 per share or $ 278.388:96. Payment was
made in cash from working capital funds maintained by Main Line for general
business purposes.
Item 4. Purpose of Transaction
Main Line entered into the transaction the subject of this report for
general investment purposes. Main Line has no present plans or proposals which
would relate to or would result in any of the following:
(a) the acquisition by any person of additional securities of PEC, or
the disposition of securities of PEC;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving PEC or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of PEC or any of
its subsidiaries;
(d) any change in the present board of directors or management of PEC,
including any plans or proposals to change the number or terms or
directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend
policy of PEC;
(f) any other material change in PEC's business or corporate structure;
(g) changes in PEC's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of
control of PEC by any person;
(h) causing a class of securities of PEC to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i) a class of equity securities of PEC becoming eligible for
termination of registration pursuant to Section 12(g) (4) of the
Securities Exchange Act of 1934 as amended; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) As of the date of this Schedule, Main Line owns 1.725.397 shares of
Common Stock and 14.534 shares of Preferred Stock, which represents
33% of the total number of shares of PEC Common Stock issued and
outstanding on January 1, 1999. Other than Main Line, none of the
persons listed in Item 2 own any class of securities of PEC.
(b) Main Line has the sole voting and dispositive power of the
1.725.397 shares of PEC Common Stock which it owns.
(c) Not applicable
(d) No other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, PEC
Common Stock or Preferred Stock owned by Main Line
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The previous owner of the shares now bought by Main Line, AB
Bonnierforetagen, was bound by certain restrictions, which restrictions
will apply also to Main Line. These restrictions are as follows:
(a) Until December 5, 1999, PEC has a right of first refusal with
respect to all PEC shares Main Line now owns or hereafter acquires;
(b) For a period ending December 5, 1999, Main Line agrees not to
acquire any additional shares of PEC Common Stock, except from PEC;
(c) Main Line may name two members of PEC's board of directors, so long
as Main Line owns at least 15 % of PEC's outstanding Common Stock.
The terms of the Series A Convertible Preferred Stock referring to the
14.534 shares of Preferred Stock now owned by Main Line, provide that Main Line
may cause conversion of the shares into PEC Common Stock upon certain
extraordinary events, such as PEC's merger or consolidation, reorganization,
sale of substantially all the assets, change in control of PEC, or upon the
issuance of other preferred stock which purports to be senior to Main Line's
preferred stock. The 14.534 shares of Preferred Stock now owned by Main Line
will automatically be converted to 14.534 shares of Common Stock of PEC on
January 1, 2000.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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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.
DECEMBER 30, 1998
- --------------------------------------------------------------------------------
Date
/s/ HANS OLOV JOHANSSON
- --------------------------------------------------------------------------------
Signature
HANS OLOV JOHANSSON, DIRECTOR
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Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
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