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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
TMS, INC.
(Name of Issuer)
Common Stock, $.05 par value
(Title of Class of Securities)
872687 10 0
(CUSIP Number)
Maxwell Steinhardt
TMS, Inc.
206 West Sixth Avenue
Stillwater, Oklahoma
(405)377-0880
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 15, 1995
(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 [ ].
Check the following box if a fee is being paid with the statement [X]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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 4 Pages
Exhibit Index Appears on Page N/A
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SCHEDULE 13D
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CUSIP NO. 872687 10 0 Page 2 of 5 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dana R. Allen S.S. No. ###-##-####
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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
00
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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
United States
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NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 2,082,506 as of March 15, 1996
OWNED BY --------------------------------------------------------------
EACH 8. SHARED VOTING POWER
REPORTING
PERSON WITH 0
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9. SOLE DISPOSITIVE POWER
2,082,506 as of March 15, 1996
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10. SHARED DISPOSITIVE POWER
0
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CUSIP NO. 872687 10 0 Page 2 of 4 Pages
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,082,506 as of March 15, 1996
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2% as of March 15, 1996
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14. TYPE OF REPORTING PERSON
IN
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Item 1. Security and Issuer
The class of securities to which this statement relates is the Common
Stock, $.01 par value per share (the "Stock"), of TMS, Inc. (the "Company").
The principal executive office of the Company is at 206 West Sixth Avenue,
Stillwater, Oklahoma 74074.
Item 2. Identity and Background
(a) This statement is filed on behalf of Dana R. Allen.<PAGE>
(b) Mr. Allen's business address is 433 Airport Boulevard, Suite 414,
Burlingame, California 94010.
(c) Mr. Allen is presently an employee and Director of the Company at the
same address.
(d) During the last five years, Mr. Allen has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Mr. Allen was not a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or am 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.
(f) Mr. Allen is a citizen of the United States.
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CUSIP NO. 872687 10 0 Page 3 of 4 Pages
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Item 3. Source and Amount of Funds or Other Consideration
Mr. Allen acquired the Common Stock in connection with the merger of SCC
Acquisition Corp., a wholly-owned subsidiary of the Company ("SAC"), with and
into Sequoia Computer Corporation ("Sequoia"). Mr. Allen was President of
Sequoia and prior to the merger owned 56% of the common stock of Sequoia (the
"Sequoia Common Stock"). As a result of the merger, Mr. Allen received 2.837
shares of the Company's stock in exchange for each share of Sequoia Common Stock
which he owned.
Item 4. Purpose of Transaction
Mr. Allen acquired the Common Stock in connection with and as a result of
the merger of SAC with and into Sequoia. While Mr. Allen may purchase
additional Common Stock from time to time, except as set forth herein he has no
plans or proposals which relate to or would affect the Company's corporate
structure, policies or business operations, as enumerated in clauses (a) through
(j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) As of the date hereof, Mr. Allen beneficially owns
2,082,506, or 17.2%, of the Company's outstanding Common
Stock, which includes options to acquire 34,044 additional
shares of Common Stock.
(b) As of the date hereon, Mr. Allen had sole power to vote, or
to direct the vote of, and to dispose of, or direct the
disposition of, the shares of Stock that he owns.
(c) During the past sixty days, Mr. Allen has not purchased any
shares of Common Stock.
(d) No other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from
the sale of, the securities specified in paragraph (a).
(e) Mr. Allen has not ceased to be the beneficial owner of more
than five percent of the Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
Mr. Allen has no contracts, arrangements, understandings or relationships
with any person with respect to any securities of the Company.
Item 7. Material to be Filed as Exhibits
None.
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CUSIP NO. 872687 10 0 Page 4 of 4 Pages
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Signature
The undersigned, after reasonable inquiry and to the best of his knowledge
and belief, certifies that the information set forth in this statement is true,
complete and correct.
March 15, 1996 /s/ Dana R. Allen
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Date Signature
Dana R. Allen
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Name/Title
Page 4 of 4 Pages<PAGE>
