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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 2 )(1)
Sanchez Computer Associates, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
799702 10 5
(CUSIP Number)
December 31, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ / Rule 13d-1(b)
/ / Rule 13d-1(c)
/ x / Rule 13d-1(d)
1 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 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).
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CUSIP NO. 799702 10 5
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Safeguard Scientifics, Inc. 23-1609753
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / X /
(b) / /
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 3,144,092
7. SOLE DISPOSITIVE POWER 0
8. SHARED DISPOSITIVE POWER 3,144,092
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,144,092
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
26.8%
12. TYPE OF REPORTING PERSON*
CO
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CUSIP NO. 799702 10 5
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Safeguard Scientifics (Delaware), Inc. 51-0291171
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / X /
(b) / /
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 2,735,292
7. SOLE DISPOSITIVE POWER 0
8. SHARED DISPOSITIVE POWER 2,735,292
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,735,292
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
23.4%
12. TYPE OF REPORTING PERSON*
CO
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CUSIP NO. 799702 10 5
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Safeguard Delaware, Inc. 52-2081181
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / X /
(b) / /
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 408,800
7. SOLE DISPOSITIVE POWER 0
8. SHARED DISPOSITIVE POWER 408,800
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
408,800
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.5%
12. TYPE OF REPORTING PERSON*
CO
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Item 1 (a) NAME OF ISSUER:
Sanchez Computer Associates, Inc.
Item 1 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
40 Valley Stream Parkway
Malvern, PA 19355
Item 2 (a) NAME OF PERSON FILING:
(1) Safeguard Scientifics, Inc.
(2) Safeguard Scientifics (Delaware), Inc.
(3) Safeguard Delaware, Inc.
Item 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
(1) 800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087-1945
(2) 103 Springer Building
3411 Silverside Road
Wilmington, DE 19803
(3) 103 Springer Building
3411 Silverside Road
Wilmington, DE 19803
Item 2 (c) CITIZENSHIP:
(1) Pennsylvania
(2) Delaware
(3) Delaware
Item 2 (d) TITLE OF CLASS OF SECURITIES:
Common Stock, no par value per share
Item 2 (e) CUSIP NUMBER:
799702 10 5
Item 3 IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR
13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A :
(a) / / Broker or dealer registered under Section 15
of the Exchange Act;
(b) / / Bank as defined in Section 3(a)(6) of the
Exchange Act;
(c) / / Insurance Company as defined in Section
3(a)(19) of the Exchange Act;
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(d) / / Investment Company registered under
Section 8 of the Investment Company Act of
1940;
(e) / / An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(F);
(f) / / An employee benefit plan or endowment
fund in accordance with Rule
13d-1(b)(1)(ii)(F);
(g) / / A parent holding company or control
person in accordance with 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;
(i) / / Group, in accordance with Rule 13d-1(b)(1)
(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. / /
Not applicable
Item 4 OWNERSHIP:
(a) Amount Beneficially Owned:
3,144,092 shares of common stock
(b) Percent of Class:
26.8%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
0
(ii) shared power to vote or to direct the vote:
3,144,092
(iii) sole power to dispose or to direct the disposition of:
0
(iv) shared power to dispose or to direct the disposition of:
3,144,092
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Item 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: / /
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON:
Not applicable
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY:
Safeguard Scientifics (Delaware), Inc. and Safeguard Delaware, Inc., Delaware
corporations, are wholly owned subsidiaries of Safeguard Scientifics, Inc.
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Safeguard Scientifics (Delaware), Inc., Safeguard Delaware, Inc. and Safeguard
Scientifics, Inc. are members of a group for purposes of Sections 13(d) and
13(g) of the Securities Exchange Act of 1934.
Item 9 NOTICE OF DISSOLUTION OF GROUP:
Not applicable.
Item 10 CERTIFICATION:
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction having such
purpose or effect.
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SIGNATURE
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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.
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.
SAFEGUARD SCIENTIFICS, INC.
By: /S/ JAMES A. OUNSWORTH
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James A. Ounsworth
Sr. Vice President and
General Counsel
Dated: February 12, 1999
SAFEGUARD SCIENTIFICS (DELAWARE), INC.
By: /S/ JAMES A. OUNSWORTH
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James A. Ounsworth
Vice President
Dated: February 12, 1999
SAFEGUARD DELAWARE, INC.
By: /S/ JAMES A. OUNSWORTH
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James A. Ounsworth
Vice President
Dated: February 12, 1999
