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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
PC SERVICE SOURCE, INC.
-----------------------
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
----------------------------
(Title of Class of Securities)
693258-10-5
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(CUSIP Number)
James W. Moen
Katun Corporation
10951 Bush Lake Road
Bloomington, Minnesota 55438
(612) 941-9505
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JULY 29, 1999
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: [ ]
1
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SCHEDULE 13D
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CUSIP No. 693258-10-5
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON AND S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Katun Corporation
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
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4) SOURCE OF FUNDS
Not applicable.
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
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7) SOLE VOTING POWER
-0-
---------------------------------------------------------
NUMBER OF 8) SHARED VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY EACH ---------------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON -0-
WITH
---------------------------------------------------------
10) SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14) TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
This Amendment No. 1 to Schedule 13D dated July 29, 1999, hereby amends
the following items of the Schedule 13D dated November 10, 1998, filed with
respect to Katun Corporation.
ITEM 4. PURPOSE OF TRANSACTION.
This Amendment is being filed to report that due to a sale of an
aggregate of 338,750 shares of common stock, par value $.01 per share ("Common
Stock"), of PC Service Source, Inc., Katun Corporation's beneficial ownership of
Common Stock of PC Service Source, Inc. no longer exceeds 5% (see Item 5 below).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Katun Corporation beneficially owns no shares of Common Stock of PC
Service Source, Inc. On July 29, 1999, Katun Corporation entered into a letter
agreement with PC Service Source, Inc. pursuant to which Katun Corporation sold,
and PC Service Source, Inc. purchased 250,000 shares of Common Stock at a
purchase price of $4.00 per share, or $1,000,000 in the aggregate. A copy of the
letter agreement is attached as Exhibit 1 to this Amendment No. 1 and is
incorporated herein by reference.
In addition, from July 23, 1999 through August 4, 1999, Katun
Corporation sold the following number of shares of Common Stock in open market
brokerage transactions for the prices per share and on the dates indicated
below:
<TABLE>
<CAPTION>
DATE NUMBER OF SHARES PRICE
------------- ---------------- ------
<S> <C> <C> <C>
July 23, 1999 10,000 $4.05
July 27, 1999 10,000 $3.88
July 27, 1999 10,000 $4.00
July 27, 1999 10,000 $4.00
July 27, 1999 16,000 $3.63
July 27, 1999 2,000 $3.69
July 27, 1999 7,000 $3.75
August 2, 1999 3,790 $4.50
August 2, 1999 11,650 $4.50
August 4, 1999 6,210 $4.00
</TABLE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
On July 29, 1999, Katun Corporation entered into a letter agreement
with PC Service Source, Inc. pursuant to which Katun Corporation sold, and PC
Service Source, Inc. purchased 250,000 shares of Common Stock at a purchase
price of $4.00 per share, or $1,000,000 in the aggregate. A copy of the letter
agreement is attached as Exhibit 1 to this Amendment No. 1 and is incorporated
herein by reference.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Letter Agreement dated July 29, 1999 between PC Service Source,
Inc. and Katun Corporation.
SIGNATURE
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.
August 18, 1999 KATUN CORPORATION
/s/ James W. Moen
----------------------------------
James W. Moen
Vice President and General Counsel
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PC Service Source-registered trademark-
advice logistics you can count on
July 29, 1999
VIA TELECOPY 612-903-3010
Kerry Baubie
Katun Corporation
10951 Bush Lake Road
Bloomington, MN 55438
Re: Purchase of 250,000 shares of the common stock of PC Service
Source, Inc. ("PCSS")
Dear Kerry:
This letter sets forth the terms and conditions on which PCSS has
agreed to purchase from Katun Corporation ("Katun"), on and as of the date
hereof, 250,000 shares of the common stock, $0.01 par value per share, of PCSS
(the "Stock"), at a per share price of $4.00.
1. PURCHASE OF SHARES; PURCHASE PRICE; EFFECTIVENESS; DELIVERY.
Katun hereby sells and PCSS hereby purchases the Stock for an
aggregate purchase price of $1,000,000, which shall be paid by
PCSS in immediately available funds by wire transfer upon
Katun's execution and delivery of this letter agreement. Katun
hereby agrees to instruct its broker, Piper Jaffray & Co., to
deliver the 250,000 shares to Harris Trust Company of New
York, PCSS's transfer agent, through the Depository Trust
Company's DWAC system, via transfer agent #2788 by July 30,
1999.
2. REPRESENTATIONS, UNDERSTANDINGS AND WARRANTIES. Katun hereby
represents and warrants to PCSS that the Stock is owned by
Katun free and clear of all liens, claims and encumbrances and
is transferred hereby to PCSS free and clear of all liens,
claims and encumbrances. Katun further has the right and
authority to execute and deliver this letter agreement and
transfer the Stock to PCSS for the consideration provided
herein.
3. MISCELLANEOUS. This letter agreement constitutes our entire
agreement with respect to the subject matter hereof. This
letter agreement may not be modified or amended or any
provision hereof waived except by an instrument in writing
signed by both parties hereto. This letter agreement may be
executed in any number of counterparts each of which shall be
an original instrument, but all of which together shall
constitute a single agreement. This letter agreement shall be
effective when executed and delivered by both of the parties
hereto. All representations, warranties and agreements
contained herein shall survive the execution and delivery of
this agreement and the purchase and sale of the Stock
hereunder. This letter agreement and all rights, obligations
and liabilities
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hereunder shall be construed according to the laws of the
State of Texas, without reference to the choice of law rules
of this or any other jurisdiction. Each party hereto from time
to time hereafter at any other party's request and without
further consideration shall execute and deliver to such other
party such instruments of transfer, conveyance and assignment
in addition to those delivered pursuant to this letter
agreement and shall be reasonably requested to transfer,
convey and assign more effectively the Stock from Katun to
PCSS.
If the foregoing correctly sets forth Katun's understanding of our
agreement, please so indicate by signing this letter where indicated below and
returning it to me by telecopy today at 972-620-0562, along with your wiring
instructions.
Very truly yours,
PC SERVICE SOURCE, INC.
By:/s/ Robert J. Boutin
-----------------------------------------
Robert J. Boutin, Chief Financial Officer
Accepted and Agreed to This
the 29th day of July, 1999.
KATUN CORPORATION
By:/s/ Kerry Bauble
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Kerry Bauble, Chief Financial Officer
