UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No.1)
SPAN-AMERICA MEDICAL SYSTEMS, INC.
----------------------------------------------------
(Name of Issuer)
Common Stock, No Par Value
----------------------------------------------------
(Title of Class of Securities)
846396109000
----------------------------------------------------
(CUSIP Number)
Lawrence J. Goldstein,
Santa Monica Partners L.P.
1865 Palmer Avenue,
Larchmont, New York, 10538
(914) 833-0875
----------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
3/25/98
----------------------------------------------------
(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 |_|.
(1) 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>
CUSIP No. 846396109000
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Santa Monica Partners, L.P.
- --------------------------------------------------------------------------------
2 Check the Appropriate Box If a Member of a Group
a. |_|
b. |_|
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds
WC
- --------------------------------------------------------------------------------
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
New York
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares 147,510
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 0
Person --------------------------------------------------------
With 9 Sole Dispositive Power
147,510
--------------------------------------------------------
10 Shared Dispositive Power
0
--------------------------------------------------------
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
147,510
- --------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
5.2%
- --------------------------------------------------------------------------------
14 Type of Reporting Person
PN
- --------------------------------------------------------------------------------
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
Common Stock, no par value, of Span-America Medical Systems, Inc., which
has its principal executive offices at 70 Commerce Center, Greenville, South
Carolina 29615.
Item 2. Identity and Background.
Santa Monica Partners, L.P. ("Santa Monica"). Santa Monica is organized
under the laws of New York, its principal business is investments, and the
address of its principal place of business and principal office is 1865 Palmer
Avenue, Larchmont, New York 10538.
Santa Monica has not during the last five years been convicted in a
criminal proceeding and was not a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which it 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.
The following information is provided as to the sole General Partner of
Santa Monica:
(a) Lawrence J. Goldstein
(b) 1865 Palmer Avenue, Larchmont, N.Y. 10538
(c) General Partner, Santa Monica Partners, Inc., 1865 Palmer Avenue,
Larchmont, N.Y. 10538
Page 3 of 6 Pages
<PAGE>
(d) During the last five years, such person has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, such person was not a party to a civil
proceeding or a judicial or administrative body of competent jurisdiction as a
result of which he was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibition or mandating activities subject
to, Federal or State Securities laws or finding any violation with respect to
such laws.
(f) U.S. Citizenship
Item 3. Source and Amount of Funds or Other Consideration.
Between January 30, 1998 and April 1, 1998, Santa Monica acquired 147,510
shares for an aggregate purchase price of $1,083,532.50. The source of all funds
for such purchases was working capital of Santa Monica.
Item 4. Purpose of Transaction.
The purpose of Santa Monica's acquisition is to hold the shares for
investment purposes.
Santa Monica may from time to time purchase additional shares.
Item 5. Interest in Securities of the Issuer.
(a) 147,510 shares, constituting 5.1% of the outstanding common stock of
the issuer.
Page 4 of 6 Pages
<PAGE>
(b) Items 7, 8, 9 and 10 of the second part of the cover page are hereby
incorporated by reference.
(c) Between January 30 and April 11, 1998 Santa Monica made the following
purchases in the open market
Date of Transaction
(1998) Number of Shares Price per Share
- ---------------------------- ---------------- ---------------
January 30, 1998 75,000 $7.185
February 4, 1998 7,500 $7.560
February 24, 1998 6,000 $7.063
March 2, 1998 5,000 $7.123
March 3, 1998 5,800 $7.248
March 24, 1998 38,610 $7.700
March 25, 1998 6,190 $7.3125
April 1, 1998 3,500 $7.4375
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Neither Santa Monica nor Mr. Goldstein has any contract, arrangement,
understanding or relationship with any other person with respect to any
securities of the issuer, including, but not limited to the transfer or voting
of any such securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees or profits, loans division of profits or
loss or the giving or withholding of proxies.
Page 5 of 6 Pages
<PAGE>
Item 7. Material to be Filed as Exhibits.
None.
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.
Date: April 2, 1998
/s/ Lawrence J. Goldstein
----------------------------------
Lawrence J. Goldstein
General Partner
SANTA MONICA PARTNERS, L.P.
Page 6 of 6 Pages
