SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Anucho, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
0000373371
(CUSIP Number)
Mark A. Rosenbaum, Esq.
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038
(212) 806-5400
---------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 11, 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 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).
Page 1 of 10 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 0000373371 Page 2 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TJS 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
NUMBER OF 7 SOLE VOTING POWER 365,750
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 365,750
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
365,750
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7% *
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 0000373371 Page 3 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TJS Management, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)/ /
(b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
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
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 365,750
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 365,750
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
365,750
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 0000373371 Page 4 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TJS Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)/ /
(b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 365,750
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 365,750
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
365,750
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
14 TYPE OF REPORTING PERSON
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 0000373371 Page 5 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas J. Salvatore
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)/ /
(b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 365,750
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 365,750
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
365,750
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 10
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the Common Stock, par value $.01
per share (the "Shares"), of Anucho, Inc. (the "Company"), a Delaware
corporation.
The address of the Company's principal executive offices are located at
8245 Nieman Road, Suite 100, Lenexa, KS 66214.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed on behalf of TJS Partners, L.P., TJS
Management, L.P., TJS Corporation, and Thomas J. Salvatore (collectively, the
"Filing Persons").
Set forth below is certain information with respect to each of the Filing
Persons and each of the persons enumerated in General Instruction C to Schedule
13D.
(1) TJS PARTNERS, L.P. TJS Partners, L.P. is a New York limited
partnership. Its principal business is investment, and the address of its
principal business and principal office is 52 Vanderbilt Avenue, 5th Floor, New
York, New York 10017. The general partner of TJS Partners, L.P. is TJS
Management, L.P. (see paragraph (2) below). TJS Partners, L.P. hereinafter shall
be referred to as the "Partnership".
(2) TJS MANAGEMENT, L.P. TJS Management, L.P.'s principal business is
investment, and the address of its principal business and principal office is 52
Vanderbilt Avenue, 5th Floor, New York, New York 10017. The general partners of
TJS Management, L.P. are TJS Corporation and Mr. Salvatore (see paragraphs (3)
and (4) below).
(3) TJS CORPORATION. TJS Corporation is a Delaware corporation. Its
principal business is investment, and the address of its principal business and
principal office is 52 Vanderbilt Avenue, 5th Floor, New York, New York 10017.
The controlling shareholder of TJS Corporation is Mr. Salvatore. TJS
Corporation's sole director and executive officer is Mr. Salvatore who is its
President (see paragraph (4) below).
(4) THOMAS J. SALVATORE. Mr. Salvatore is a citizen of the United States of
America, and his business address is 52 Vanderbilt Avenue, 5th Floor, New York,
New York 10017. His present principal employment is as an investor. Mr.
Salvatore is President of TJS Corporation.
During the last five years, none of the Filing Persons and no director or
executive officer of TJS Corporation, (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or (ii) has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he, she or 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate purchase price of the 365,750 Shares owned beneficially by
the Partnership as of the date of this statement was approximately $3,024,610.00
(exclusive of commissions). The source of funds for the purchase of such Shares
was the working capital of the Partnership.
ITEM 4. PURPOSE OF THE TRANSACTION.
The Partnership's intention for acquiring the Shares and its present
intention for holding the Shares is for investment purposes. The Partnership
may, depending upon market conditions and other factors, acquire additional
Shares in the future or effect other transactions which would result in any of
the actions specified in clauses (a) through (j) of Item 4 of the Instructions
to Schedule 13D.
Except as set forth above, none of the Filing Persons has formulated any
plans or proposals as a result of ownership which relate to or would result in
any of the following:
(a) The acquisition by any person of additional
securities of the issuer, or the disposition of securities
of the issuer;
(b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the issuer or any of
its subsidiaries;
(c) A sale or transfer of a material amount of assets
of the issuer or of any of its subsidiaries;
(d) Any change in the present board of directors or management
of the issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization
or dividend policy of the issuer;
(f) Any other material change in the Company's business or
corporate structure, including but not limited to, if the Company is a
registered closed-end investment company, any plans or proposals to
make any changes in its investment policy for which a vote is required
by Section 13 of the Investment Company Act of 1940;
(g) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition
of control of the Company by any person;
(h) Causing a class of securities of the Company 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 the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Act of 1933; or
(j) any action similar to any of those enumerated
above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As of the date of this statement, the Partnership is the direct beneficial
owner of 365,750 Shares, which constituted approximately 5.7% of the 6,381,709
Shares outstanding as of March 5, 1997, as disclosed in the Company's Annual
Report on Form 10-K for the year ended December 31, 1996.
TJS Management, L.P., in its capacity as general partner of the
Partnership, and each of TJS Corporation and Mr. Salvatore, in their respective
capacities as general partners of TJS Management, L.P., may be deemed to own
beneficially (as defined in Rule 13d-3 promulgated under the Securities Exchange
Act of 1934, as amended) the Shares owned beneficially by the Partnership. Each
of such persons disclaims beneficial ownership of such Shares except to the
extent of their pecuniary interest therein. In addition, each of such Partners
may be deemed to share with the Partnership the power to vote or to direct the
vote and to dispose or to direct the disposition of the Shares owned
beneficially by the Partnership.
Schedule A hereto describes transactions in the Shares effected during the
past 60 days by the Partnership.
Except as set forth herein, neither the Partnership nor any of the other
Filing Persons beneficially owns or has a right to acquire any equity interest
of the Company or effected any transaction in the equity securities of the
Company during the past 60 days except as set forth for the Partnership in
Schedule A hereto.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the Filing Persons and between such persons and any
person with respect to any securities of the Company, including but not limited
to transfer or voting of any of the securities of the Company, finder's fees,
joint ventures, loan or option agreements, puts or calls, guarantees of profits,
divisions of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
<PAGE>
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.
Dated: April 22, 1997
TJS PARTNERS, L.P.
By: TJS MANAGEMENT, L.P., as
General Partner
By: /S/ THOMAS J. SALVATORE
Thomas J. Salvatore, as
General Partner
By: TJS MANAGEMENT, L.P.
By: /S/ THOMAS J. SALVATORE
Thomas J. Salvatore, as
General Partner
TJS CORPORATION
By: /S/ THOMAS J. SALVATORE
Thomas J. Salvatore
President
/S/ THOMAS J. SALVATORE
Thomas J. Salvatore
<PAGE>
Page 10 of 10
Schedule A
The following table sets forth certain information concerning the Shares
purchased by the Partnership during the 60-day period preceding the date of the
Schedule 13D Statement to which this Schedule A is attached.
Approximate
Purchase Price
Per Share
No. of Shares (Exclusive of
Date of Purchase Purchased Commissions)
4/11/97 7,550 $7.64
4/14/97 4,000 7.63
4/15/97 900 7.63
4/16/97 3,000 7.63
4/17/97 2,300 7.63
4/18/97 1,700 7.63
4/21/97 6,300 7.75
