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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
QUESTRON TECHNOLOGY, INC.
(Name of Issuer)
Series B Convertible Preferred Stock
$.01 par value
(Title of Class of Securities)
748372307
(CUSIP Number)
Daniel Schloendorn
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022-4677
(212) 821-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 23, 1997
(Date of Event which Requires Filing 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 [ ].
Check the following box if a fee is being paid with this statement [X].
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SCHEDULE 13D
CUSIP No. 748372307
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mr. Jay R. Petschek
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF, PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
117,350
8. SHARED VOTING POWER
SHARES 32,650
BENEFICIALLY
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 117,350
WITH
10. SHARED DISPOSITIVE POWER
32,650
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.043%
14. TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
CUSIP No. 748372307
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Corsair Management Company, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF, 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
United States
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
SHARES 32,650
BENEFICIALLY
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH
10. SHARED DISPOSITIVE POWER
32,650
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,650
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.839%
14. TYPE OF REPORTING PERSON*
CO
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SCHEDULE 13D
CUSIP No. 748372307
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Corsair Managing Partners
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
SHARES 32,650
BENEFICIALLY
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH
10. SHARED DISPOSITIVE POWER
32,650
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,650
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.839%
14. TYPE OF REPORTING PERSON*
PN
4
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Item 1. Security and Issuer
This statement on Schedule 13D relates to shares of Series B
Convertible Preferred Stock, $.01 par value per share (the "Preferred Stock"),
of Questron Technology Inc., a Delaware corporation (the "Issuer"). The
principal executive offices of the Issuer are located at 6400 Congress Avenue,
Boca Raton, Florida 33487. This statement on Schedule 13D is being filed by the
Reporting Persons (as defined below) to report recent transactions in the
Preferred Stock as a result of which the Reporting Persons may be deemed the
beneficial owners of in excess of 5% of the outstanding Preferred Stock.
Item 2. Identity and Background
This statement is being filed on behalf of Mr. Jay R. Petschek
("Mr. Petschek"), Corsair Management Company, Inc., a New York corporation
("Corsair Management"), and Corsair Managing Partners, a New York general
partnership ("CMP"). Mr. Petschek, Corsair Management and CMP are sometimes
collectively referred to herein as the "Reporting Persons."
Mr. Petschek is filing in his capacity as (a) the sole general
partner of Corsair Capital Partners, L.P., a Delaware limited partnership
("Corsair Partners"), and (b) the sole shareholder of Corsair Management.
This statement on Schedule 13D relates to shares of Preferred
Stock held for the accounts of each of the following:
(i) Corsair Partners; and
(ii) Corsair Capital Partners II, L.P., a
Delaware limited partnership ("Corsair
Partners II").
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Mr. Petschek is the sole general partner of Corsair Partners,
the sole business of which is to acquire, trade, sell and hold for investment
publicly traded securities and other business interests. Corsair Partners has
its principal office at 590 Madison Avenue, New York, New York 10022. In his
capacity as the sole general partner of Corsair Partners, Mr. Petschek exercises
voting and dispositive power with respect to securities held for the account of
Corsair Partners. Pursuant to regulations promulgated under Section 13(d) of the
Exchange Act, by reason of his position as the general partner of Corsair
Partners, Mr. Petschek may be deemed the beneficial owner of securities,
including the Preferred Stock, held for the account of Corsair Partners.
Corsair Management, a New York corporation, of which Mr.
Petschek is the sole shareholder, director and executive officer, is a general
partner of CMP, a New York general partnership, the principal business of which
is to serve as the sole general partner of Corsair Partners II. Corsair Partners
II has its principal office at 590 Madison Avenue, New York, New York 10022. Its
sole business is to acquire, trade, sell and hold for investment publicly traded
securities and other business interests. The principal business of Corsair
Management is to serve as a general partner of CMP. Each of CMP and Corsair
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Management have their principal offices at 590 Madison Avenue, New York, New
York 10022. Pursuant to the partnership agreement of CMP, the general partners
of CMP have agreed that all authority with respect to the investment decisions
to be made by CMP on behalf of Corsair Partners II is delegated to Corsair
Management. Information concerning the identity and background of the other
general partners of CMP is set forth in Annex A hereto and incorporated by
reference in response to this Item 2.
Pursuant to regulations promulgated under Section 13(d) of the
Exchange Act, CMP, by reason of its ability to exercise investment discretion
over the securities owned by Corsair Partners II, Corsair Management, as the
general partner of CMP, and Mr. Petschek, as the sole shareholder and the person
ultimately in control of Corsair Management, may each be deemed a beneficial
owner of securities, including the Preferred Stock, held for the account of
Corsair Partners II.
The principal occupation of Mr. Petschek, a United States
citizen, is his position as Senior Managing Director of Ladenburg Thalmann & Co.
Inc. ("Ladenburg") at Ladenburg's principal office.
Mr. Petschek, CMP and Corsair Management expressly disclaim
beneficial ownership of any shares of Preferred Stock not directly held for the
accounts of Corsair Partners or Corsair Partners II.
During the past five years, none of the Reporting Persons has
been (a) convicted in a criminal proceeding, or (b) a party to any civil
proceeding as a result of which such person has been 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.
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Item 3. Sources and Amounts of Funds or Other Consideration
As of the date hereof, Mr. Petschek beneficially owned
150,000 shares of Preferred Stock. The aggregate purchase price of the
Preferred Stock beneficially owned by Mr. Petschek was approximately
$1,201,125. The source of funds for the purchase of all such Preferred Stock
was investment capital contributed by the limited partners of Corsair Partners
and Corsair Partners II. Mr. Petschek is a limited partner of each of Corsair
Partners and Corsair Partners II.
As of the date hereof, Corsair Management and CMP beneficially
owned 32,650 shares of Preferred Stock. The aggregate purchase price of the
Preferred Stock beneficially owned by Corsair Management and CMP was
approximately $261,309. The source of funds for the purchase of all such
Preferred Stock was investment capital contributed by the limited partners of
Corsair Partners II.
Item 4. Purpose of Transaction
The Reporting Persons acquired for investment purposes all of
the Preferred Stock reported herein as being beneficially owned by them. None of
Mr. Petschek, Corsair Management, CMP and, to the best of the Reporting Persons'
knowledge, any of the other parties identified in response to Item 2, has any
plans or proposals which relate to or would result in any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D under the
Exchange Act. The Reporting Persons reserve the right to acquire additional
securities of the Issuer, to dispose of such securities at any time or to
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formulate other purposes, plans or proposals regarding the Issuer or any of its
securities, to the extent deemed advisable in light of their respective general
investment and trading policies, market conditions or other factors.
Item 5. Interest in Securities of the Issuer
(a)(i) On the date of this Statement, the aggregate number of
shares of Preferred Stock of which Mr. Petschek may be deemed a beneficial owner
is 150,000 (approximately 13.043% of the Preferred Stock outstanding). This
number includes (A) 117,350 shares of Preferred Stock held for the account of
Corsair Partners and (B) 32,650 shares of Preferred Stock held for the account
of Corsair Partners II.
(ii) On the date of this Statement, the aggregate number of
shares of Preferred Stock of which Corsair Management may be deemed a beneficial
owner is 32,650 (approximately 2.839% of the Preferred Stock outstanding).
(iii) On the date of this Statement, the aggregate number of
shares of Preferred Stock of which CMP may be deemed a beneficial owner is
32,650 (approximately 2.839% of the Preferred Stock outstanding).
(b) (i) By virtue of (x) his position as the general partner
of Corsair Partners and (y) his position as the sole shareholder of Corsair
Management and pursuant to the terms of the partnership agreement of Corsair
Partners II and by agreement among the general partners of CMP, Mr. Petschek may
be deemed to have shared power to direct the voting and shared power to direct
the disposition of securities held for the account of Corsair Partners and
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Corsair Partners II, including 117,350 shares of Preferred Stock held by
Corsair Partners and 32,650 shares of Preferred Stock held by Corsair Partners
II.
(ii) By virtue of its position as a general partner of CMP and
pursuant to the terms of the partnership agreement of CMP, Corsair Management
may be deemed to have shared power to direct the voting and shared power to
direct the disposition of securities held for the account of Corsair Partners
II, including 32,650 shares of Preferred Stock held by Corsair Partners II.
(iii) By virtue of its position as the sole general partner of
Corsair Partners II, CMP may be deemed to have shared power to direct the voting
and shared power to direct the disposition of securities held for the account of
Corsair Partners II, including 32,650 shares of Preferred Stock held by
Corsair Partners II.
The percentages used herein are calculated based upon the
1,150,000 shares of Preferred Stock stated to be issued and outstanding at
August 11, 1997, as reflected in the Issuer's Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 1997.
(c) Except for the transactions listed in Annex B hereto,
there have been no transactions with respect to the Common Stock during the past
60 days by any of Mr. Petschek, CMP or Corsair Management.
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(d) No person other than each respective record owner referred
to herein of shares of Preferred Stock is known to have the right to receive or
the power to direct the receipt of dividends from or the proceeds of sale of
shares of Preferred Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships with
Respect to Securities of the Issuer.
From time to time, the Reporting Persons may lend portfolio
securities to brokers, banks or other financial institutions. These loans
typically obligate the borrower to return the securities, or an equal amount of
securities of the same class, to the lender and typically provide that the
borrower is entitled to exercise voting rights and to retain dividends during
the term of the loan.
Item 7. Material to be Filed as Exhibits
A. Joint Filing Agreement, dated October 1, 1997, pursuant
to Rule 13d-f(1) among Mr. Petschek, Corsair Management and CMP.
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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.
Dated: October 1, 1997
/s/ Jay R. Petschek
Jay R. Petschek
CORSAIR MANAGEMENT COMPANY, INC.
By: /s/ Jay R. Petschek
Name: Jay R. Petschek
Title: President
CORSAIR MANAGING PARTNERS
By: Corsair Management Company,
Inc., a general partner
By: /s/ Jay R. Petschek
Name: Jay R. Petschek
Title: President
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ANNEX A
The following is a list of the other General Partners of
Corsair Managing Partners ("CMP"):
- Peter Marc Graham, Inc., a Delaware corporation
("PMG Corp."): Mr. Peter M. Graham, sole
shareholder
- Corsair/Kramer Inc., a Delaware corporation
("CK Corp."): Mr. Ronald J. Kramer, sole
shareholder
The principal business of each of PMG Corp. and CK Corp. is to serve as General
Partner of CMP, and each has a business address c/o Corsair Managing Partners,
590 Madison Avenue, New York, New York 10022. The principal occupation of Mr.
Graham, a United States citizen, is his position as President and Director of
Corporate Finance of Ladenburg at Ladenburg's principal office. The principal
occupation of Mr. Kramer, a United States citizen, is his position as Chief
Executive Officer of Ladenburg at Ladenburg's principal office. To the best of
the Reporting Persons' knowledge, during the past five years, none of the
above-listed persons has been (i) convicted in a criminal proceeding, or (ii) a
party to any civil proceeding as a result of which any such persons has been
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 violations with respect to such laws.
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Annex B
RECENT TRANSACTIONS IN THE PREFERRED STOCK
OF QUESTRON TECHNOLOGY, INC.
<TABLE>
<CAPTION>
Date of Nature of
For the Account of: Transaction Transaction Number of Shares Price Per Share
- ------------------- ----------- ----------- ---------------- ---------------
<S> <C> <C> <C> <C>
Corsair Partners 8/5/97 Purchase 7,900 $7.8125
Corsair Partners 9/2/97 Purchase 7,900 $8.06
Corsair Partners 9/10/97 Purchase 7,900 $7.56
Corsair Partners 9/23/97 Purchase 31,000 $7.8625
Corsair Partners 9/24/97 Purchase 31,000 $7.9819
Corsair Partners 9/25/97 Purchase 23,700 $8.2058
Corsair Partners 9/26/97 Purchase 7,950 $8.685
Corsair Partners II 8/5/97 Purchase 2,100 $7.8125
Corsair Partners II 9/2/97 Purchase 2,100 $8.06
Corsair Partners II 9/10/97 Purchase 2,100 $7.56
Corsair Partners II 9/23/97 Purchase 9,000 $7.8625
Corsair Partners II 9/24/97 Purchase 9,000 $7.9819
Corsair Partners II 9/25/97 Purchase 6,300 $8.2058
Corsair Partners II 9/26/97 Purchase 2,050 $8.685
</TABLE>
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EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule
13D with respect to the shares of Preferred Stock of Questron Technology, Inc.
dated October 1, 1997 is, and any amendments thereto signed by each of the
undersigned shall be, filed on behalf of each of them pursuant to and in
accordance with the provisions of Rule 13d-1(f) under the Securities Exchange
Act of 1934.
Dated: October 1, 1997
/s/ Jay R. Petschek
Jay R. Petschek
CORSAIR MANAGEMENT COMPANY, INC.
By: /s/ Jay R. Petschek
Name: Jay R. Petschek
Title: President
CORSAIR MANAGING PARTNERS
By: Corsair Management
Company, Inc., a general
partner
By: /s/ Jay R. Petschek
Name: Jay R. Petschek
Title: President
