The Baupost Group, Inc.
44 Brattle Street, 2nd Floor
P.O. Box 389125
Cambridge, MA 02238-9125
(617) 497-6680
August 9, 1994
Securities and Exchange Commission
Securities Filing Department
450 Fifth Street, NW
Washington, DC 20549
Re: Safeguard Scientifics Inc.
Dear Sir or Madame:
Enclosed for filing under Rule 13d-1 under the Securities Exchange Act
of 1934 is our amended Schedule 13D filed on behalf of a group of Safeguard
Scientifics Inc. stockholders.
Under cover of this letter, copies of this filing are also being sent
(via Federal Express) to Safeguard Scientifics Inc. and each exchange upon
which this security traded.
Sincerely,
Carolyn A. Beckedorff
Enclosures
cc: Safeguard Scientifics Inc.
New York Stock Exchange
UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISIION OMB Number: 3235-0145
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11 )
Safeguard Scientifics, Inc., 800 The Safeguard Bldg., 435 Devon Park Dr.,
Wayne, PA 19087
(Name of Issuer)
Common Stock, par value $0.10
(Title of Class of Securities)
786449108
(CUSIP Number)
The Baupost Group, Inc., 44 Brattle St., P.O. Box 389125, Cambridge, MA 02238
(617) 497-6680
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
August 1, 1994
(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
the following________.
Check the following if a fee is being paid with the statement _______ .
(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
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 and
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).
CUSIP No. 786449108 13D
1 NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
The Baupost Group, Inc., 04-2752581
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) X
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS *
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) or 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
7 SOLE VOTING POWER 0
NUMBER OF
SHARES 8 SHARED VOTING POWER 269,100
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE POWER 269,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
269,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES *
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.70%
14 TYPE OF REPORTING PERSON *
IA, CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 786449108 13D
1 NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Baupost Partners, 04-2878725
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) X
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS *
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) or 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
7 SOLE VOTING POWER 0
NUMBER OF
SHARES 8 SHARED VOTING POWER 246,700
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE
POWER 246,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
246,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES *
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.23%
14 TYPE OF REPORTING PERSON *
IA, PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 786449108 13D
1 NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Seth A. Klarman, ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) X
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS *
Not Applicable
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
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 269,100
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE
POWER 269,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
269,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES *
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.70%
14 TYPE OF REPORTING PERSON *
HC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1 Security and Issuer
Item 1 of Schedule 13D is hereby amended to read as follows:
The Schedule 13D, last amended November 11, 1993, ("The Schedule 13D") of The
Baupost Group, Inc., a Massachusetts corporation ("Baupost Group"), Baupost
Partners, a Massachusetts general partnership ("Baupost Partners"), and Seth
A. Klarman (collectively the "Group Members"), relating to the common stock,
par value $0.10 per share (the "Common Stock"), issued by Safeguard
Scientifics Inc. (the "Company"), at 800 The Safeguard Building, 435 Devon
Park Drive, Wayne, PA 19087 is hereby amended by this Amendment No. 11 to
the Schedule 13D.
Item 2 Identity and Background
Item 2 of Schedule 13D is hereby amended to read as follows:
(a)
This statement is filed by The Baupost Group, Inc., a Massachusetts
corporation ("Baupost Group"), Baupost Partners, a Massachusetts general
partnership ("Baupost Partners"), and Seth A. Klarman. The foregoing persons
hereinafter sometimes are referred to as the "Group Members." Any dis-
closures herein with respect to persons other than Group Members are made on
information and belief after making inquiry to the appropriate party.
The directors and executive officers of Baupost Group are set forth on
Schedule A hereto. The general partners of Baupost Partners are set forth
on Schedule B hereto.
(b)
The principal business and office address of Baupost Group, Baupost Partners,
and Mr. Klarman is 44 Brattle Street, 2nd Floor, P.O. Box 389125, Cambridge,
Massachusetts 02238-9125. The principal addresses of the directors and
executive officers of Baupost Group are set forth on Schedule A hereto.
The principal business addresses of the general partners of Baupost Partners
are set forth on Schedule B hereto.
(c)
The principal business of Baupost Group is that of general partner of several
Massachusetts limited partnerships and investment adviser and manager of The
Baupost Fund, a Massachusetts business trust. The principal business of
Baupost Partners is that of investment adviser and general partner of four
Massachusetts limited partnerships. The principal occupation of Mr. Klarman
is that of President and Managing Director of Baupost Group, President and
Trustee of The Baupost Fund, and general partner of Baupost Partners and
several Massachusetts limited partnerships. The principal occupations of
the directors and executive officers of Baupost Group are set forth on
Schedule A hereto. The principal occupations of the general partners of
Baupost Partners are set forth on Schedule B hereto.
(d)
None of the persons referred to in paragraph (a) above has, during the last
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e)
None of the persons referred to in paragraph (a) above has, during the last
five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such a
proceeding was or is subject to a judgement, 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)
Baupost Group and Baupost Partners are organized under the laws of
Massachusetts. The individual referred to in paragraph (a) above is a
citizen of the United States.
Item 3 Source and Amount of Funds or Other Consideration
The shares of Common Stock beneficially owned by Baupost Group, Baupost
Partners and Seth A. Klarman were purchased with investment funds obtained
from working capital of several Massachusetts limited partnerships and
The Baupost Fund.
Item 4 Purpose of Transaction
Not applicable.
Item 5 Interest in Securities of the Issuer
Items 5(a), 5(b), and 5(c) of Schedule 13D are hereby amended as follows:
(a)
The aggregate percentage of shares of Common Stock reported owned by each
person herein is based upon 4,718,649 shares outstanding, which is the
total number of shares of Common Stock outstanding as of August 8, 1994 as
reported by the Company.
As of the close of business on August 8, 1994
(i)
By reason of the provisions of Rule 13d-3 under the Securities Exchange Act
of 1934, as amended, Baupost Group may be deemed to own beneficially the
269,100 shares of Common Stock held by several Massachusetts limited
partnerships and The Baupost Fund, which constitutes approximately
5.70% the shares outstanding. Baupost Group owns directly no shares of
Common Stock.
(ii)
By reason of the provisions of Rule 13d-3 under the Securities and Exchange Act
of 1934, as amended, Baupost Partners may be deemed to own beneficially the
246,700 shares of Common Stock held by several Massachusetts limited
partnerships which constitutes approximately 5.23% of the shares
outstanding. Baupost Partners owns directly no shares of Common Stock.
(iii)
By reason of the provisions of Rule 13d-3 under the Securities Exchange Act of
1934, as amended, Mr. Klarman may be deemed to own beneficially the
269,100 shares of Common Stock held by several Massachusetts limited
partnerships and The Baupost Fund, which constitutes approximatelyof
5.70% the shares outstanding. Mr. Klarman owns directly no shares of
Common Stock.
(iv)
In the aggregate, the Group Members beneficially own a total of 269,100
shares of Common Stock, constituting approximately 5.70% of the
shares outstanding.
(b)
(i)
Baupost Group, Baupost Partners and Seth A. Klarman have shared power to
vote and dispose of the shares held by the Massachusetts limited partnerships
and The Baupost Fund, as described above.
(c)
Transactions that were effected during the past sixty days or since the most
recent filing on Schedule 13D, whichever is less, by the persons named in
paragraph 2(a) above are reported in Schedules I.1-I.3 hereto.
(d)
No person other than each respective owner referred to herein of shares of
Common Stock is known to have the right to receive or the power to direct the
receipt of dividends from or the proceeds from the sale of such shares of
Common Stock.
(e)
Not applicable.
Item 6
Contracts, Arrangements, Understandings or Relationships with Respect
To Securities of the Issuer.
None.
Item 7
Material to be Filed as Exhibits
1.
Joint Filing Agreement pursuant to Rule 13d-1(f), including Power of Attorney
granted to Seth A. Klarman to sign Schedule 13D and all amendments thereto,
and to file the same with the Securities and Exchange Commission, and other
documents in connection therewith, on behalf of Baupost Group, Baupost
Partners and Seth A. Klarman.
Signature
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Seth A. Klarman, individually and
as attorney-in-fact for each of The
Baupost Group, Inc., Baupost Partners
and Seth A. Klarman.
Dated: August 9, 1994
Schedule A
Directors and Executive Officers of
The Baupost Group, Inc.
Principal Business/
Name Business Address Principal Occupation
Seth A. Klarman 44 Brattle Street President and Director of
President & Director P.O. Box 389125 Baupost Group; general
Cambridge, MA 02238 partner, Baupost Partners
and other Massachusetts limited
partnerships; President and
Trustee of the Baupost
Fund.
Howard H. Stevenson 44 Brattle Street Professor, Harvard Graduate
Vice Chairman, P.O. Box 389125 School of Business Administration,
Director and Cambridge, MA 02238 Baker Library, Boston, MA 02163;
Treasurer Vice Chairman, Director and Treasurer
of Baupost Group; Chairman
of the Baupost Fund.
William J. Poorvu P.O. Box 828 Professor, Harvard Graduate School of
Chairman of the Cambridge, MA 02238 Business Administration, P.O. Box 828,
Board of Directors Cambridge, MA 02238; Vice Chairman
and Treasurer of the Board of Trustees
of the Baupost Fund. Chairman of
the Board of Directors of The
Baupost Group, Inc.
Jordan J. Baruch 1200 18th Street,NW Chairman of the Board, Jordan J.
Director and Asst. Suite 610 Baruch Associates (Consultants), 1200
Secretary Washington, DC 18th Street NW, Suite 610, Washington,
20036 DC 20036
Jo-An B. Bosworth 44 Brattle Street Vice President, Secretary and Clerk
Vice President, P.O. Box 389125 of Baupost Group, general partner of
Secretary and Clerk Cambridge, MA 02238 Baupost Partners; assistant Clerk
of The Baupost Fund
Paul C. Gannon 44 Brattle Street Vice President and Chief Financial
Vice President, P.O. Box 389125 Officer of The Baupost Group, Inc.
Chief Financial Cambridge, MA 02238 Vice President of The Baupost Fund.
Officer
David C. Abrams 44 Brattle Street Vice President of The Baupost
Vice President P.O. Box 389125 Group, Inc. Vice President of The
Cambridge, MA 02238 Baupost Fund
Schedule B
General Partners of
Baupost Partners
Principal Business/
Name Business Address Principal Occupation
The Baupost Group, 44 Brattle Street Investment Advisor; General
Inc., 1 P.O. Box 389125 Partner of several Massachusetts
Cambridge, MA 02238 limited partnerships; manager of
the Baupost Fund.
Seth A. Klarman 44 Brattle Street President and Director of
P.O. Box 389125 Baupost Group; general partner,
Cambridge, MA 02238 Baupost Partners and other
Massachusetts limited
partnerships. President and
Trustee of the Baupost Fund.
Jo-An B. Bosworth 44 Brattle Street Vice President, Secretary and
P.O. Box 389125 Clerk of Baupost Group, general
Cambridge, MA 02238 partner of Baupost Partners.;
assistant clerk of the Baupost
Fund.
Baupost Associates 44 Brattle Street General Partner of Baupost
Limited Partnership P.O. Box 389125 Partners.
Cambridge, MA 02238
1. For information concerning the directors and executive officers of
The Baupost Group, Inc., see Schedule A.
Schedule I.1
Transactions in the Common Stock-Group Members
THE BAUPOST GROUP, INC.
Number of
Shares
Date of Acquired Price per Total Cost
Transaction (Disposed) Share (Proceeds)
06/17/94 (100) 32.00000 ($3,200.00)
07/19/94 (600) 27.25000 ($16,350.00)
07/28/94 (1,000) 26.75000 ($26,750.00)
07/29/94 (14,000) 26.30200 ($368,228.00)
08/01/94 (25,000) 26.03400 ($650,850.00)
08/02/94 (1,000) 26.22500 ($26,225.00)
08/03/94 (9,000) 26.00000 ($234,000.00)
08/04/94 (10,000) 26.25000 ($262,500.00)
08/08/94 (5,000) 26.00000 ($130,000.00)
--------- -------------
(65,700) (1,718,103)
Schedule I.2
Transactions in the Common Stock-Group Members
BAUPOST PARTNERS
Number of
Shares
Date of Acquired Price per Total Cost
Transaction (Disposed) Share (Proceeds)
06/17/94 (100) 32.00000 ($3,200.00)
07/19/94 (500) 27.25000 ($13,625.00)
07/28/94 (900) 26.75000 ($24,075.00)
07/29/94 (12,800) 26.30200 ($336,665.60)
08/01/94 (22,900) 26.03400 ($596,178.60)
08/02/94 (900) 26.22500 ($23,602.50)
08/03/94 (8,300) 26.00000 ($215,800.00)
08/04/94 (9,200) 26.25000 ($241,500.00)
08/08/94 (4,600) 26.00000 ($119,600.00)
--------- -------------
(60,200) (1,574,247)
Schedule I.3
Transactions in the Common Stock-Group Members
SETH A. KLARMAN
Number of
Shares
Date of Acquired Price per Total Cost
Transaction (Disposed) Share (Proceeds)
06/17/94 (100) 32.00000 ($3,200.00)
07/19/94 (600) 27.25000 ($16,350.00)
07/28/94 (1,000) 26.75000 ($26,750.00)
07/29/94 (14,000) 26.30200 ($368,228.00)
08/01/94 (25,000) 26.03400 ($650,850.00)
08/02/94 (1,000) 26.22500 ($26,225.00)
08/03/94 (9,000) 26.00000 ($234,000.00)
08/04/94 (10,000) 26.25000 ($262,500.00)
08/08/94 (5,000) 26.00000 ($130,000.00)
--------- -------------
(65,700) (1,718,103)
EXHIBIT INDEX
Exhibit
No. Page
1. Joint Filing Agreement pursuant to Rule 13d-1(f),
including Power of Attorney granted to Seth A. Klarman
or Jo-An B. Bosworth, to sign Schedule 13D and all
amendments thereto, and to file the same with the
Securities and Exchange Commission, and other docu-
ments in connection therewith, on behalf of The
Baupost Group, Inc., Baupost Partners and Seth A.
Klarman................................................... 15
AGREEMENT
AGREEMENTS, dated as of August 8, 1994, by and between each of the persons
named on the signature pages hereto.
WHEREAS, each of the parties hereto beneficially owns shares (the "Shares") of
Common Stock of Safeguard Scientifics Inc., a Pennsylvania corporation; and
WHEREAS, the parties hereto constitute a "group" with respect to the
beneficial ownership of the Shares for purposes of Rule 13d-1 and Schedule
13D promulgated by the Securities and Exchange Commission;
Exchange Commission;
NOW, THEREFORE, the parties hereto agree as follows:
1.
The parties hereto shall prepare a single statement containing the information
required by Schedule 13D with respect to their respective interests in the
Shares (the Schedule 13D"), and the Schedule 13D shall be filed on behalf
of each of them.
2.
Each party hereto shall be responsible for the timely filing of the Schedule
13D and any necessary amendments thereto, and for the completeness and
accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning any other party contained therein, except to the extent that he
or it knows or has reason to believe that such information is inaccurate.
3.
Mr. Seth A. Klarman shall be designated as the person authorized to receive
notices and communications with respect to the Schedule 13D and any amendments
thereto.
4.
Each of the undersigned hereby constitutes and appoints Seth A. Klarman or
Jo-An B. Bosworth his or its true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him or it and in his
or its name, place and stead, in any and all capacities, to sign the Schedule
13D and any and all amendments thereto, and other documents in connection
therewith, to be filed with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent all power and authority to do and perform
each and every act requisite and necessary to be done, as fully to all intents
and purposes as he or it might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
5.
This Agreement may be executed in counterparts, each of which taken together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first above written.
THE BAUPOST GROUP, INC.
By: Seth A. Klarman
Title: President
BAUPOST PARTNERS
By: Seth A. Klarman
General Partner
SETH A. KLARMAN
By: Seth A. Klarman
