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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
-----
Digital Sound Corporation
-------------------------------------------------------------
(Name of Issuer)
Common Stock
---------------------------------------------------
(Title of Class of Securities)
2539111011
-----------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [_]. (A fee
is not required only if the filing 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).
*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 the
disclosures provided in a prior cover page.
The information required in 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 12 Pages
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CUSIP NO. 2539111011 13G PAGE 2 OF 13 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Strome Susskind Investment Management, L.P.
#95-4450882
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
2,498,000
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
2,498,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
2,498,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
11.3%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
PN, IA
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP NO. 2539111011 13G PAGE 3 OF 13 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SSCO, INC.
#95-4450883
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
DELAWARE
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
2,498,000
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
2,498,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
2,498,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
11.3%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
CO, HC
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
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CUSIP NO. 2539111011 13G PAGE 4 OF 13 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MARK E. STROME
####-##-####
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
DELAWARE
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
2,498,000
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
2,498,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
2,498,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
11.3%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
IN, HC
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Page 5 of 13
Item 1 (a) Name of Issuer:
Digital Sound Corporation
Item 1 (b) Address of Issuer's Principal Executive Offices:
6307 Carpenteria Avenue
Carpenteria, CA 93013
Item 2 (a) Name of Person Filing: This statement is being filed by:
a. Strome-Susskind Investment Management, L.P. ("SSIM")
b. SSCO, Inc. ("SSCO"); and
c. Mark E. Strome ("Strome")
collectively the "Reporting Persons".
SSIM is a Delaware limited partnership and a registered investment
adviser. SSIM is the sole general partner of and investment
adviser to two investment limited partnerships, and is also the
investment adviser to two offshore investment corporations. The
investment limited partnerships and the offshore investment
corporations (collectively referred to hereinafter as the
"Entities") have acquired 713,000 shares of the common stock of
Digital Sound Corporation ("DGSD"). The Entities also have 178,500
shares of Series B Convertible Preferred Stock of DGSD ("Series B
Preferred"). The Series B Preferred stock is presently convertible
into 10 shares of common stock for each share of Series B
Preferred. Therefore, the Entities beneficially own 2,498,000
shares of the common stock (the "Stock") of DGSD (computed in
accordance with Rule 13d-3(d)(1) promulgated under the Securities
Exchange Act of 1934, as amended). Based upon DGSD's Form 10-Q
dated September 30, 1997, as of the date hereof, the Entities
beneficially owned approximately 11.3% of the common stock of DGSD
(similarly computed).
SSCO is the sole general partner of SSIM. The Mark E. Strome
Living Trust, dated 01/16/97 (the "Trust") is the controlling
shareholder of SSCO. Mark E. Strome is the settlor and a trustee
of the Trust.
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Page 6 of 13
SSIM's beneficial ownership of the Stock is direct because of its
general partnership interests in the investment limited
partnerships that directly own shares of the Stock. SSIM also has
direct beneficial ownership of the Stock as a result of its
discretionary authority to buy, sell and vote shares of such Stock
for its investment advisory clients (i.e., the Entities). SSCO's
and Strome's beneficial ownership are indirect as a result of
their ownership of SSIM, and is reported solely because Rule 13d-
1(a) and (b) promulgated under the Securities Exchange Act of
1934, as amended, requires any person who is "directly or
indirectly" the beneficial owner of more than five percent of any
equity security of a specific class to file a Schedule 13G within
the specific time period. The answers on blocks 6, 8, 9 and 11 on
pages 3 and 4 above and in response to item 4 by SSCO and Strome
are given on the basis of the "indirect" beneficial ownership
referred to in such Rule, based on the direct beneficial ownership
of the Stock by SSIM and the relationship of SSCO and Strome to
SSIM.
Information with respect to each Reporting Person is given solely
by the respective Reporting Person, and no Reporting Person
undertakes hereby any responsibility for the accuracy or
completeness of such information concerning any other Reporting
Person.
Item 2 (b) Address of Principal Business Office or, if none, Residence:
a. 100 Wilshire Blvd., 15th Fl. Santa Monica, CA 90401
b. 100 Wilshire Blvd., 15th Fl. Santa Monica, CA 90401
c. 100 Wilshire Blvd., 15th Fl. Santa Monica, CA 90401
Item 2 (c) Citizenship:
a. Strome-Susskind Investment Management, L.P.; Delaware
limited partnership
b. SSCO, Inc.; Delaware corporation
c. Mark E. Strome; United States
Item 2 (d) Title of Class of Securities:
Common Stock
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Page 7 of 13
Item 2 (e) CUSIP Number:
2539111011
Item 3. Statement Concerning Filings Pursuant to Rule 13d-1(b) or 13d-
2(b):
(e) x Investment Adviser
-
(g) x Parent Holding Company [controlling shareholders] [See
-
Item 7]
Item 4. Ownership:
(a) Amount Beneficially Owned: Reporting Persons each directly
or indirectly beneficially own 2,498,000 shares of Stock. The
Entities' and SSIM's beneficial ownership is direct and SSCO's and
Strome's beneficial ownership is indirect.
(b) Percent of Class: 11.3%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote:
The Reporting Persons share with each other the power to vote all
2,498,000 shares of Stock for which they have direct or indirect
beneficial ownership. No other person has the power to vote such
shares.
(iii) sole power to dispose or to direct the disposition of : 0
(iv) shared power to dispose or to direct the disposition of:
The Reporting Persons share with each other the power to dispose
of all 2,498,000 shares for which they have direct or indirect
beneficial ownership. They do not share this power with any other
person other than the investment limited partnerships.
Item 5. Ownership of Five Percent or Less of a Class:
Not Applicable
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Page 8 of 13
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
SSIM, a registered investment adviser, SSCO, its general partner
and Strome, the trustee of SSCO's controlling shareholder, have
the right or the power to direct the receipt of dividends from the
Stock, and to direct the receipt of proceeds from the sale of
Stock to SSIM's investment advisory clients. One of the investment
limited partnerships for which SSIM serves as general partner and
investment adviser, Strome Susskind Hedgecap Fund, L.P., currently
has direct beneficial ownership of 6.5% of the common stock of
DGSD.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
SSCO and Strome are each considered the equivalent of a parent
holding company for purposes of this Schedule 13G. SSIM, a
registered investment adviser, is considered SSCO and Strome's
subsidiary. See Exhibit B.
Item 8. Identification and Classification of Members of the Group:
Not Applicable
Item 9. Notice of Dissolution of Group:
Not Applicable
Item 10. Certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purposes or effect.
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.
/s/ Jeff S. Lambert
_____________________________________
Jeffrey S. Lambert for Mark E. Strome
<PAGE>
Page 9 of 13
STROME SUSSKIND INVESTMENT MANAGEMENT, L.P.
By SSCO, Inc., its General Partner
By: /s/ Jeff Lambert
-------------------------------------------
Jeffrey S. Lambert, Chief Financial Officer
SSCO, INC.
By: /s/ Jeff Lambert
-------------------------------------------
Jeffrey S. Lambert, Chief Financial Officer
Date: 2/2/98
--------
<PAGE>
Page 10 of 13
EXHIBITS
EXHIBIT A: Statement With Respect to Joint Filing of Schedule 13G.
EXHIBIT B: Identification and Classification of Subsidiary Which Acquired
Security Being Reported On By the Parent Holding Company.
EXHIBIT C: Power of Attorney Forms for Schedules 13D and 13G and Form 13F
dated August 12, 1994.
<PAGE>
Page 11 of 13
EXHIBIT A
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(f) (1)
----------------------------------------------------
This agreement is made pursuant to Rule 13d-1(f)(1) under the Securities
Exchange Act of 1934, as amended (the "Act") by and among the parties listed
below, each referred to herein as a "Joint Filer." The Joint Filers agree that
a statement of beneficial ownership as required by Section 13(d) of the Act and
the Rules thereunder may be filed on each of their behalf on Schedule 13D or
Schedule 13G, as appropriate, and that said joint filing may thereafter be
amended by further joint filings. The Joint Filers states that they each
satisfy the requirements for making a joint filing under Rule 13d-1.
Dated: February 2, 1998
/s/ Jeff S. Lambert
- -------------------------------------
Jeffrey S. Lambert for Mark E. Strome
STROME SUSSKIND INVESTMENT MANAGEMENT, L.P.
By SSCO, Inc., its General Partner
By: /s/ Jeff S. Lambert
-------------------------------------------
Jeffrey S. Lambert, Chief Financial Officer
SSCO, INC.
By: /s/ Jeff S. Lambert
-------------------------------------------
Jeffrey S. Lambert, Chief Financial Officer
<PAGE>
Page 12 of 13
EXHIBIT B
Identification and Classification of Subsidiary Which
Acquired Security Being Reported On By the Parent Holding Company
SSIM, a registered investment adviser, acquired "beneficial ownership" of the
securities being reported on as a result of its discretionary authority to
acquire, dispose and (with respect to certain of such securities) vote the
securities being reported on. Under a series of SEC no-action letters,
including the letter issued to Warren Buffet and Berkshire Hathaway, Inc.
(available December 18, 1987), SSCO and Strome are each considered the
equivalent of a parent holding company of SSIM and are therefore eligible to
report their indirect beneficial ownership in such shares on Schedule 13G.
<PAGE>
Page 13 of 13
POWER OF ATTORNEY FORMS FOR
SCHEDULES 13D AND 13G AND FORM 13F
I, Mark E. Strome in may individual capacity and as a principal of Strome
Susskind Investment Management, L.P., hereby appoint Jeffrey S. Lambert as
attorney-in-fact and agent, in all capacities, to execute, on my behalf and on
behalf of Strome Susskind Investment Management, L.P. and to file with the
appropriate issuers, exchanges and regulatory authorities, any and all Schedules
13D and 13G and Forms 13F and documents relating thereto required to be filed
under the Securities Exchange Act of 1934, including exhibits, attachments and
amendments thereto and request for confidential treatment of information
contained therein. I hereby grant to said attorney-in-fact full authority to do
every act necessary to be done in order to effectuate the same as fully, to all
intents and purposes, as I could if personally present, thereby ratifying all
that said attorneys-in-fact and agents may lawfully do or cause to be done by
virtue hereof.
I hereby execute this Power of Attorney as of this 12th day of August,
1994.
/s/ Mark E. Strome
------------------
Mark E. Strome
