SACHS MORTON H & CO /KY/ /ADV
SC 13G/A, 1999-07-27
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  SCHEDULE 13G

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 2 )*

                             Software Spectrum Inc.
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                  833960107000
                                 (CUSIP Number)

                                     5/20/99
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this
     Schedule is filed:
     [X] Rule 13d-1(b)
     [ ] Rule 13d-1(c)
     [ ] Rule 13d-1(d)

*The remainder of this cover 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).

1.  NAME OF REPORTING PERSON
     S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
         Morton H. Sachs & Co. DBA The Sachs Company ("SC")
         Morton H. Sachs   ("MHS")

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                      (a)
     Joint filing pursuant to Rule 13d-1 (f) (1)    See Item 2        (b) X

3.  SEC USE ONLY

4.  CITIZENSHIP OR PLACE OF ORGANIZATION
         Louisville, Kentucky    USA

NUMBER OF                           5.  SOLE VOTING POWER                334,400
SHARES
BENEFICIALLY                        6.  SHARED VOTING POWER                    0
OWNED BY
EACH                                7.  SOLE DISPOSITIVE POWER           334,400
REPORTING PERSON
WITH                                8. SHARED DISPOSITIVE POWER                0

9.    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         334,400


<PAGE>


Cusip No.833960107000                  13G/A                   Page 2 of 4 Pages

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
         N/A

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
         7.97%

12.  TYPE OF REPORTING PERSON* SC-IA MHS-IN


SCHEDULE 13G ADDITIONAL INFORMATION
- -----------------------------------

Item #
1. (a)  Name of Issuer:
         Software Spectrum Inc.

   (b)  Address of Issuer's Principal Executive Offices:
         2140 Merritt Dr.
         Garland, TX  75041

2. (a)  Name of Person Filing:
         Morton H. Sachs & Co. DBA The Sachs Company ("SC") and Morton H. Sachs
         ("MHS"), the controlling shareholder of SC. This schedule relates to
         the same securities. Each person is individually eligible to use this
         schedule and has executed the Agreement attached as to that effect. SEE
         EXHIBIT A.

   (b) Address of Principal Business Office for Each of the Above:
         1346 South Third Street
         Louisville, KY  40208

   (c) Citizenship:
         SC- A Kentucky Corporation
         MHS- USA

   (d) Title of  Class of  Securities:
         Common Stock

   (e)   CUSIP Number:
         833960107000

3. This statement is filed pursuant to Rule 13d-1(b), or 13d-2(b). The person
   filing is a:
     (a) [ ] Broker or dealer registered under section 15 of the Act
     (b) [ ] Bank as defined in section 3(a)(6) of the Act
     (c) [ ] Insurance Company as defined in section 3(a)(19) of the Act
     (d) [ ] Investment Company registered under section 8 of the Investment
             Company Act of 1940
     (e) [x] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E)
     (f) [ ] An employee benefit plan or endowment fund in accordance with
             240.13d-1(b)(1)(ii)(F)
     (g) [x] A parent holding company or control person in accordance with
             240.13d-1(b)(ii)(G)
             (Note: See Item 7)  The Sachs Company is an investment adviser
             registered under Section 203 of the Investment Advisers Act of 1940
             and Morton H. Sachs is an individual controlling shareholder
             thereof reporting under Rule 13d-1(b) (ii) (G).
     (h) [ ] A savings association as defined in Section 3(b) of the Federal
             Deposit Insurance Act
     (i) [ ] A church plan that is excluded from the definition of an investment
             company under section 3(c )(14) of the Investment Company Act of
             1940
     (j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J)


<PAGE>

CUSIP NO.833960107000                     13G                  Page 3 of 4 Pages

4. Ownership:
   (a) Amount Beneficially Owned:                                        334,400
   (b) Percent of Class:                                                 7.97%
   (c) Number of shares as to which the person has:
         (i)   Sole power to vote or to direct the vote                  334,400
         (ii)  Shared power to vote or to direct the vote                None
         (iii) Sole power to dispose or to direct the disposition of     334,400
         (iv) Shared power to dispose or to direct the disposition of    None

5. Ownership of Five Percent or Less of a Class:
   If this statement is being filed to report the fact that as of the date
   hereof the reporting person has ceased to be the beneficial owner of more
   than five percent of the class of securities, check the following [ ]


SCHEDULE 13G ADDITIONAL INFORMATION  (continued)
- -----------------------------------

Item #
6. Ownership of More than Five Percent on Behalf of Another Person:
         N/A

7. Identification and Classification of the Subsidiary Which Acquired the
   Security Being Reported on By the Parent Holding Company:
         See Items 2 and 3.

8. Identification and Classification of Members of the Group:
         N/A

9. Notice of Dissolution of  Group:
         N/A

10. Certification:

         By signing below, the undersigned certify that, to the best of their
         knowledge and belief, the securities referred to above were acquired
         and are held in the ordinary course of business and were not acquired
         and are not held for the purpose of or with the the effect of changing
         or influencing the control of the issuer of the securities and were not
         acquired and are not held in connection with or as a participant in any
         transaction having that purpose or effect.

         SEE NOTE NO. 1 BELOW

         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:    JULY 27, 1999                                  Date:   JULY 27, 1999
       -----------------                                        --------------

      Morton H. Sachs & Co. DBA The Sachs Company

Signature:  By                                      Signature:
               -------------------------------                -----------------
                    Morton H. Sachs, President                Morton H. Sachs

NOTE NO. 1:  Each of the reporting persons hereby disclaim beneficial ownership
             of the above shares, and the filing of this statement shall not be
             construed as an admission that any of the reporting persons is the
             beneficial owner of the shares covered by this statement.

<PAGE>




CUSIP NO.833960107000                    13G                   Page 4 of 4 Pages

                                                                       EXHIBIT A
                                    AGREEMENT

         The undersigned hereby agree that the statement on Schedule G to which
         this is attached as Exhibit A is filed on behalf of each of the
         undersigned.

Date:    JULY 27, 1999               Morton H. Sachs & Co. DBA The Sachs Company
     ------------------

                                     by:____________________________________
                                        Morton H. Sachs, President

Date:    JULY 27, 1999                  ------------------------------------
     ------------------                 Morton H. Sachs





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