SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Under the Securities Exchange Act of 1934)
(Initial Filing)
PMC INTERNATIONAL, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
69343730
(Cusip Number)
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 [ ].
* The remainder of this cover page shall be filled out for a reporting person's
initial filing of 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.)
[Continued on the following page(s)]
Page 1 of 5 Pages
Page 2 of 5 Pages Cusip # 69343730
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1. Name of Reporting Person:
(Social Security or IRS Identification no. of above person):
Bay Pond Partners, L.P.
04-3217743
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2. Check the appropriate box if a member of a group
(a)( )
(b)( )
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3. SEC use only
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4. Source of Funds:
WC
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5. Check box if disclosure of legal proceedings is required pursuant to items
2(d) or 2(e): ( )
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6. Citizenship or place of organization
Delaware
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7. Sole Voting Power
0
Number of ---------------------------------------------
shares 8. Shared Voting Power
beneficially
owned by 1,082,000
each ---------------------------------------------
Reporting 9. Sole Dispositive Power
person
with 0
---------------------------------------------
10. Shared Dispositive Power
1,082,000
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11. Aggregate amount beneficially owned by each reporting person
1,082,000
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12. Check if the aggregate amount in row (11) excludes certain shares*
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13. Percent of class represented by amount in row (11):
7.45%
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14. Type of Reporting person
PN
Page 3 of 5 Pages Cusip #: 69343730
ITEM 1. SECURITY AND ISSUER
The common stock ("Common Stock") to which this Schedule relates to is the
Common Stock of PMC International, Inc. , a Colorado corporation (the "Issuer"),
whose principal executive office is located at 555 17th Street, Denver, CO
80202.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule is filed on behalf of Bay Pond Partners, L.P. ("Bay Pond"), a
Delaware limited partnership, Wellington Hedge Management, LLC ("WHML"), a
Massachusetts limited partnership which is the sole general partner of Bay Pond,
and Wellington Hedge Management, Inc. ("WHMI"), which is managing member of
WHML. WHMI is a Massachusetts corporation of which Robert W. Doran, John R.
Ryan, and Duncan M. McFarland serve as directors and are the sole stockholders,
and Messrs. Doran and McFarland serve as executive officers, serving as Chairman
and Vice Chairman, respectively. The business address for Bay Pond, WHML, WHMI
and Messrs. Doran, McFarland and Ryan is located at 75 State Street, Boston,
Massachusetts 02109.
Wellington Management Company is a Massachusetts general partnership and is
registered as an investment adviser under the Investment Advisers Act of 1940.
The business address is 75 State Street, Boston, MA 02109.
None of the persons or entities named above has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), nor during the last five years been a party to a civil proceeding
and as a result was or is subject to a judgment decree, or final order of the
type described in the instructions to Item 2 (e) of Schedule 13D. Messrs.
Doran, Ryan and McFarland are United States citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Bay Pond is the beneficial owner of 1,082,000 shares of Common Stock of the
Issuer, for which it paid an aggregate of approximately $ 2,299,250. The
source of the consideration used for the purchase of such stock was obtained
from the working capital of Bay Pond, which in the normal course of its business
was comprised of equity contributed by partners and earnings from their
operations.
ITEM 4. PURPOSE OF TRANSACTION.
The acquisitions of shares of Common Stock described herein were made for
investment purposes.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER.
AGGREGATE NUMBER AND PERCENTAGE OF SECURITIES: Bay Pond owns beneficially
1,082,000 shares of Common Stock of the Issuer (7.45% of 14,522,000 shares of
such Common Stock outstanding). No other person identified in Item 2
beneficially owns any securities of the Issuer.
POWER TO VOTE AND DISPOSE: Bay Pond shares voting power of and dispositive
power over the 1,082,000 shares of Common Stock of the Issuer with Wellington
Management Company, LLP, its investment adviser.
Page 4 of 5 Pages Cusip #: 69343730
ITEM 5. CONT'D.
Wellington Management Company is a Massachusetts general partnership and is
registered as an investment adviser under the Investment Advisers Act of 1940.
The business address is 75 State Street, Boston, MA 02109.
Wellington Management Company has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), nor during the last five years been a party to a civil proceeding
and as a result was or is subject to a judgment decree, or final order of the
type described in the instructions to Item 2 (e) of Schedule 13D.
TRANSACTIONS WITHIN PAST 60 DAYS: In the past 60 days, Bay Pond engaged in
the following shares of the Issuer's Common Stock:
PURCHASES
DATE NO. OF SHARES PRICE PER SHARE EXCHANGE
12/23/96 622,000 2.1250 OTC
12/23/96 460,000 2.1250 OTC
SALES
DATE NO. OF SHARES PRICE PER SHARE EXCHANGE
CERTAIN RIGHTS OF OTHER PERSONS: None
DATE CEASED TO BE 5% OWNER: Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None
ITEM 7. MATERIALS TO BE FILED.
None
Page 5 of 5 Pages Cusip #: 69343730
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.
BAY POND PARTNERS, L.P.
By its general partner,
WELLINGTON HEDGE MANAGEMENT, LLC
By its managing partner,
WELLINGTON HEDGE MANAGEMENT, INC.
By: ----//SARA LOU SHERMAN//-----------
Sara Lou Sherman, Vice President
