UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
CORE TECHNOLOGIES (PENNSYLVANIA), INC.
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
218911 10 5
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(CUSIP Number)
James A. Ounsworth, Vice President and General Counsel
Safeguard Scientifics, Inc.
800 The Safeguard Building, 435 Devon Park Drive, Wayne, PA 19087
610-293-0600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 29, 1995
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(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.
SCHEDULE 13D
CUSIP No. 218911 10 5
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(1) NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Safeguard Scientifics, Inc.
#23-1609753
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (X)
(b) ( )
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
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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
Pennsylvania
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(7) SOLE VOTING POWER
-------------------------------
NUMBER (8) SHARED VOTING POWER
OF SHARES 3,744,757
BENEFICIALLY (assuming conversion of Series A
OWNED BY EACH Redeemable Convertible Preferred
REPORTING Stock)
PERSON -------------------------------
WITH (9) SOLE DISPOSITIVE POWER
-------------------------------
(10) SHARED DISPOSITIVE POWER
See #8 above
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See #8 above
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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
36.6%
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(14) TYPE OF REPORTING PERSON*
CO
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(1) NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Safeguard Scientifics (Delaware), Inc.
#51-1291171
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (X)
(b) ( )
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
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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
-------------------------------
NUMBER (8) SHARED VOTING POWER
OF SHARES 3,744,757
BENEFICIALLY (assuming conversion of Series A
OWNED BY EACH Redeemable Convertible Preferred
REPORTING Stock)
PERSON -------------------------------
WITH (9) SOLE DISPOSITIVE POWER
-------------------------------
(10) SHARED DISPOSITIVE POWER
See #8 above
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See #8 above
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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
36.6%
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(14) TYPE OF REPORTING PERSON*
CO
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ITEM 1 Security and Issuer
The title of the class of equity securities to which this Amendment to
Schedule 13D relates is Common Stock ($.01 par value per share) of Core
Technologies (Pennsylvania), Inc. (hereinafter referred to as the "Shares").
The name and address of the issuer of the Shares is Core Technologies
(Pennsylvania), Inc., 110 Summit Drive, Exton, PA 19341 (hereinafter
referred to as the "Issuer").
ITEM 2. Identity and Background
Set forth in Exhibit A hereto and the Schedules thereto is the name of
each Reporting Person and the information required by Item 2 of Schedule 13D
about the identity and background of that Reporting Person and its partners,
directors, executive officers and controlling persons, if any, supplied by
such Reporting Person.
During the last five years, none of the Reporting Persons nor, to the
best of each Reporting Person's knowledge, none of such Reporting Person's
officers, directors, partners and controlling persons identified in Exhibit
A and the schedules thereto, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is 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. All of the
Reporting Persons and the officers, directors, partners and controlling
persons of such Reporting Persons are United States citizens, except where
otherwise indicated.
ITEM 3. Source and Amount of Funds or Other Consideration
Not applicable.
ITEM 4. Purpose of Transaction
In connection with an agreement between the Reporting Person and
Issuer, on September 29, 1995, Reporting Person contributed 2,000,000 Shares
to the capital of the Issuer and sold 2,500,000 Shares at a per share price
of $.10 to certain members of the Issuer's senior management. These
transactions resulted in a reduction to approximately 36.6% of the Reporting
Person's beneficial interest in the Shares.
ITEM 5. Interest in the Securities of the Issuer
The table below sets forth the aggregate number of Shares and
percentage of the Issuer's outstanding Shares beneficially owned by each
Reporting Person and by each executive officer, director, partner and
controlling person, if any, of that Reporting Person named in Exhibit A and
the Schedules thereto. Except as otherwise noted, each person listed has
sole voting and dispositive power over all shares listed opposite his or its
name. Any of the aforementioned persons whose names do not appear in the
table below do not beneficially own any Shares of the Issuer.
Unless otherwise indicated in a footnote in the following table, no
person named in Exhibit A and the Schedules thereto has consummated any
transaction in the Issuer's Shares during the past sixty days other than as
set forth herein.
Number of Shares Percentage of
Name of Person Beneficially Owned Outstanding Shares
- -------------- ------------------ ------------------
Safeguard Scientifics,
(Delaware) Inc.(1) 3,744,757 36.6%
Donald R. Caldwell 1,100 *
Gerald M. Wilk 10,893 *
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* Less than 1%
(1) Includes 1,500,000 Shares issuable upon the conversion of 15,000 shares
of Series A Redeemable Convertible Preferred Stock held by Safeguard
Scientifics (Delaware), Inc.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
As noted in Item 4, the Reporting Person contributed 2,000,000 Shares
to the capital of the Company. The Reporting Person also sold to certain
members of the Issuer's senior management an aggregate of 2,500,000 Shares,
at a price of $.10 per share, payable in the form of five-year, interest
bearing promissory notes secured by 1,800,000 of the purchased Shares.
These transactions were consummated on September 29, 1995.
ITEM 7. Material to be Filed as Exhibits
Exhibit A Identity and Background
SIGNATURES
After reasonable inquiry and to best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is
true, complete and correct. In executing this statement, the undersigned
agrees, to the extent required by Rule 13d-1(f), that this statement is
being filed on behalf on each of the Reporting Persons herein.
Dated: Nov. 8, 1995 Safeguard Scientifics, Inc.
By: /s/ James A. Ounsworth
James A. Ounsworth
Vice President, General
Counsel and Secretary
SIGNATURES
After reasonable inquiry and to best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is
true, complete and correct. In executing this statement, the undersigned
agrees, to the extent required by Rule 13d-1(f), that this statement is
being filed on behalf on each of the Reporting Persons herein.
Dated: Nov. 8, 1995 Safeguard Scientifics (Delaware), Inc.
By: /s/ James A. Ounsworth
James A. Ounsworth
Vice President and Secretary
EXHIBIT INDEX
Exhibit Title Page Number
A Identity and Background 10
EXHIBIT A
Identity and Background
1. Safeguard Scientifics, Inc.
Safeguard Scientifics, Inc. ("SSI"), a Pennsylvania corporation, owns
all of the outstanding capital stock of Safeguard Scientifics
(Delaware), Inc., a Delaware corporation ("SSD"). SSI has an address
at 800 The Safeguard Building, 435 Devon Park Drive, Wayne, PA 19087-
1945. SSI is an entrepreneurial technology company. See Schedule I
with respect to the executive officers and directors of SSI as of the
date of filing this amendment to Schedule 13D.
2. Safeguard Scientifics (Delaware), Inc.
SSD is a wholly owned subsidiary of SSI. SSD is a holding company and
has an office at 103 Springer Building, 3411 Silverside Road, P. O.
Box 7048, Wilmington, DE 19803. Schedule II provides information
about the executive officers and directors of SSD as of the date of
filing this amendment to Schedule 13D.
<TABLE>
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
OF
SAFEGUARD SCIENTIFICS, INC.
<CAPTION>
Executive Officers*
Business Principal
Name Address Occupation
<S> <C> <C>
Warren V. Musser Safeguard Scientifics,Inc. Chairman of the Board, Chief
800 The Safeguard Building Executive Officer, President
435 Devon Park Drive and Chief Operating Officer
Wayne, PA 19087
Edward R. Anderson CompuCom Systems, Inc. President and Chief Executive
10100 North Central Expressway Officer, CompuCom Systems
Dallas, TX 75231
Donald R. Caldwell Safeguard Scientifics, Inc. Executive Vice President
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
James W. Dixon CompuCom Systems, Inc. Chairman of the Board,
10100 North Central Expressway CompuCom Systems
Dallas, TX 75231
Jerry L. Johnson Safeguard Scientifics, Inc. Senior Vice President,
800 The Safeguard Building Operations
435 Devon Park Drive
Wayne, PA 19087
Charles A. Root Safeguard Scientifics, Inc. Executive Vice President
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
Gerald M. Wilk Safeguard Scientifics, Inc. Vice President--Finance
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
<CAPTION>
Directors*
<S> <C> <C>
Vincent G. Bell Jr. Verus Corp. President and Chief
259 Radnor-Chester Rd. Executive Officer, Verus Corp.
Radnor, PA 19087
Robert A. Fox R.A.F. Industries President, R.A.F. Industries
One Pitcairn Pl, Suite 2100
165 Township Line Road
Jenkintown, PA 19046-3593
Delbert W. Johnson Pioneer Metal Finishing Chairman and CEO,
1717 West River Rd. North Pioneer Metal Finishing and
Minneapolis, MN 55411 Vice President, SSI
Peter Likins Lehigh University President, Lehigh University
Bethlehem, PA 18015
Jack L. Messman Union Pacific Resources President and CEO, Union
801 Cherry Street, MS4001 Pacific Resources
Fort Worth, TX 76102
Warren V. Musser (Same as previous page) (Same as previous page)
Russell E. Palmer The Palmer Group President, The Palmer Group
3600 Market Street
Suite 530
Philadelphia, PA 19104
John W. Poduska Sr. Advanced Visual Systems Chairman of the Board, Advanced
300 Fifth Avenue Visual Systems, Inc.
Waltham, MA 02154
Heinz Schimmelbusch Safeguard International President and CEO, Safeguard
Group, Inc. International Group, Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087-1945
Hubert J.P.Schoemaker Centocor, Inc. Chairman of the Board,
200 Great Valley Parkway Centocor, Inc.
Malvern, PA 19355
Jean C. Tempel Technology Leaders Management Managing Director
c/o Safeguard Scientifics, Inc. Technology Leaders
Ten Post Office Square Management, Inc.
Suite 1325
Boston, MA 02109-4603
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*All Executive Officers and Directors, except Heinz Schimmelbusch and Hubert J.P. Schoemaker,
are U. S. citizens.
SCHEDULE II
DIRECTORS AND EXECUTIVE OFFICERS
OF
SAFEGUARD SCIENTIFICS (DELAWARE), INC.
<CAPTION>
Executive Officers*
Business Principal
Name Address Occupation
<S> <C> <C>
Donald R. Caldwell Safeguard Scientifics,Inc. Executive Vice President, SSI
800 The Safeguard Building and President, SSD
435 Devon Park Drive
Wayne, PA 19087
James A. Ounsworth Safeguard Scientifics, Inc. Vice President and Secretary,
800 The Safeguard Building SSI and SSD
435 Devon Park Drive
Wayne, PA 19087
George Warren Safeguard Scientifics Vice President, SSD
(Delaware), Inc.
103 Springer Building
3411 Silverside Road
Wilmington, DE 19803
Gerald M. Wilk Safeguard Scientifics, Inc. Vice President-Finance, SSI
800 The Safeguard Building and Vice President and
435 Devon Park Drive Treasurer, SSD
Wayne, PA 19087
<CAPTION>
Directors*
<S> <C> <C>
Gerald M. Wilk (Same as above) (Same as above)
James A. Ounsworth (Same as above) (Same as above)
Michael W. Miles Safeguard Scientifics, Inc. Vice President and Controller
800 The Safeguard Building of SSI
435 Devon Park Drive
Wayne, PA 19087
William F. White Safeguard Scientifics, Inc. Tax Manager of SSI
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
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*All Executive Officers and Directors are U.S. Citizens
</TABLE>
