<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
SCAN-OPTICS, INC.
------------------------------------
(Name of Issuer)
Common Stock, par value $.02
------------------------------------
(Title of Class of Securities)
805894102
------------------------------------
(CUSIP Number)
Walter J. Schloss
Walter & Edwin Schloss Associates, L.P.
52 Vanderbilt Avenue
New York, New York 10017
(212) 370-1844
---------------------------------------
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
September 8, 1989
-------------------------------------------
(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 this statement [X].
Page 1 of 12 Pages
(Exhibit Index Page 8)
<PAGE> 2
CUSIP NO. 805894102
- -----------------------------------------------------------------------------
1) Name of Reporting Person Walter & Edwin Schloss
S.S. or I.R.S. Identifica- Associates, L.P.
tion No. of Above Person Employer I.D. No. 13-6065556
- -----------------------------------------------------------------------------
2) Check the Appropriate Box (a)
if a Member of a Group ---------------------------
(See Instructions) (b) X
---------------------------
- -----------------------------------------------------------------------------
3) SEC Use Only
- -----------------------------------------------------------------------------
4) Source of Funds (See
Instructions) WC
- -----------------------------------------------------------------------------
5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e)
- -----------------------------------------------------------------------------
6) Citizenship or Place of Delaware
Organization
- -----------------------------------------------------------------------------
(7) Sole Voting Power 425,000 shares
Number of ----------------------------------------------------------
Shares Bene- (8) Shared Voting
ficially Power -0-
Owned by ----------------------------------------------------------
Each Report- (9) Sole Dispositive
ing Person Power 425,000 shares
With ----------------------------------------------------------
(10) Shared Dispositive
Power -0-
- -----------------------------------------------------------------------------
11) Aggregate Amount Beneficially
Owned by Each Reporting Person 425,000 shares
- -----------------------------------------------------------------------------
12) Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares (See Instructions)
- -----------------------------------------------------------------------------
13) Percent of Class Represented
by Amount in Row (11) 6.75%
- -----------------------------------------------------------------------------
14) Type of Reporting Person (See
Instructions) PN
- -----------------------------------------------------------------------------
(1) Based on total outstanding shares equal to 5,440,163 shares of common
stock, $.02 par value, plus 854,464 shares of Class A Stock, $.02 par
value ("Class A Stock"). Each share of Common Stock and Class A Stock is
entitled to one vote per share except that the holders of Class A Stock
do not have any right to vote for the election of directors. If the
Class A Stock is excluded from the calculation, the shares reported in
Row (11) represent 7.81% of the outstanding Common Stock.
Page 2 of 12 Pages
<PAGE> 3
CUSIP NO. 805894102
- -----------------------------------------------------------------------------
1) Name of Reporting Person Walter J. Schloss
S.S. or I.R.S. Identifica- Soc. Sec. No. ###-##-####
tion No. of Above Person
- -----------------------------------------------------------------------------
2) Check the Appropriate Box (a)
if a Member of a Group ---------------------------
(See Instructions) (b) X
---------------------------
- -----------------------------------------------------------------------------
3) SEC Use Only
- -----------------------------------------------------------------------------
4) Source of Funds (See
Instructions) PF
- -----------------------------------------------------------------------------
5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e)
- -----------------------------------------------------------------------------
6) Citizenship or Place of United States
Organization
- -----------------------------------------------------------------------------
(7) Sole Voting Power 17,000 shares
Number of ----------------------------------------------------------
Shares Bene- (8) Shared Voting
ficially Power 442,000 shares(1)
Owned by ----------------------------------------------------------
Each Report- (9) Sole Dispositive
ing Person Power 17,000 shares
With ----------------------------------------------------------
(10) Shared Dispositive
Power 471,000 Shares(1),(2)
- -----------------------------------------------------------------------------
11) Aggregate Amount Beneficially
Owned by Each Reporting Person 459,000 shares(1)
- -----------------------------------------------------------------------------
12) Check if the Aggregate Amount
in Row (11) Excludes Certain X
Shares (See Instructions)
- -----------------------------------------------------------------------------
13) Percent of Class Represented
by Amount in Row (11) 7.29%(3)
- -----------------------------------------------------------------------------
14) Type of Reporting Person (See
Instructions) IN
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(1) Includes 425,000 shares owned by Walter & Edwin Schloss Associates, L.P.,
of which Schloss Management Company ("Management") is the general
partner. Walter J. Schloss is one of the general partners of Management.
By reason of his capacity as general partner of Management, Walter J.
Schloss may be deemed to have shared dispositive power and shared voting
power of such shares.
(2) Includes 29,000 shares held in accounts of clients of Walter J. Schloss,
with respect to which he may from time to time possess certain indicia of
investment discretion but as to which he has no voting power and he
disclaims beneficial ownership.
(3) If the outstanding shares of Class A Stock are excluded from this
calculation, the shares reported in Row (11) represent 8.43% of the
outstanding Common Stock.
Page 3 of 12 Pages
<PAGE> 4
CUSIP NO. 805894102
- -----------------------------------------------------------------------------
1) Name of Reporting Person Edwin W. Schloss
S.S. or I.R.S. Identifica- Soc. Sec. No. ###-##-####
tion No. of Above Person
- -----------------------------------------------------------------------------
2) Check the Appropriate Box (a)
if a Member of a Group ---------------------------
(See Instructions) (b) X
---------------------------
- -----------------------------------------------------------------------------
3) SEC Use Only
- -----------------------------------------------------------------------------
4) Source of Funds (See
Instructions) PF
- -----------------------------------------------------------------------------
5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e)
- -----------------------------------------------------------------------------
6) Citizenship or Place of United States
Organization
- -----------------------------------------------------------------------------
(7) Sole Voting Power 62,700 shares
Number of ----------------------------------------------------------
Shares Bene- (8) Shared Voting
ficially Power 425,000 shares(1)
Owned by ----------------------------------------------------------
Each Report- (9) Sole Dispositive
ing Person Power 62,700 shares
With ----------------------------------------------------------
(10) Shared Dispositive
Power 437,000 shares(1),(2)
- -----------------------------------------------------------------------------
11) Aggregate Amount Beneficially
Owned by Each Reporting Person 487,700 shares(1)
- -----------------------------------------------------------------------------
12) Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares (See Instructions) X
- -----------------------------------------------------------------------------
13) Percent of Class Represented
by Amount in Row (11) 7.75%(3)
- -----------------------------------------------------------------------------
14) Type of Reporting Person (See
Instructions) IN
- -----------------------------------------------------------------------------
(1) Includes 425,000 shares owned by Associates of which Management is the
general partner. Edwin W. Schloss is one of the general partners of
Management. By reason of his capacity as general partner of Management,
Edwin W. Schloss may be deemed to have shared dispositive power and
shared voting power of such shares.
(2) Includes 12,000 shares held in accounts of clients of Edwin W. Schloss
with respect to which he may from time to time possess certain indicia of
investment discretion, but as to which he has no voting power and he
disclaims beneficial ownership.
(3) If the outstanding shares of Class A Stock are excluded from this
calculation, the shares reported in Row (11) represent 8.96% of the
outstanding Common Stock.
Page 4 of 12 Pages
<PAGE> 5
Item 1. Security and Issuer.
This Statement relates to the Common Stock, par value $.02 per
share ("Common Stock"), of Scan-Optics, Inc., a Delaware corporation (the
"Company"), which, to the best knowledge of the persons filing this Statement,
is a corporation organized under the laws of New York with its principal
executive offices located at 22 Prestige Park Circle, East Hartford,
Connecticut 06108.
Item 2. Identity and Background.
(a) The persons filing this Statement are (i) Walter & Edwin
Schloss Associates, L.P., a Delaware limited partnership ("Associates"); (ii)
Walter J. Schloss; and (iii) Edwin W. Schloss (collectively, the "Filing
Persons"). The general partner of Associates is Schloss Management Company, a
New York general partnership ("Management"), of which Walter J. Schloss and
Edwin W. Schloss are the general partners. Annexed as Exhibit A hereto, which
appears on page 11 hereof and is incorporated by reference herein, is an
agreement among Walter J. Schloss, Edwin W. Schloss and Associates that this
Statement is filed on behalf of each of them. The filing of this Statement
should not be deemed an admission that Walter J. Schloss, Edwin W. Schloss and
Associates comprise a group within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934 (the "Act").
(b) The business address of Associates is 52 Vanderbilt Avenue,
New York, New York 10017. The business address of each of Walter J. Schloss
and Edwin W. Schloss is c/o Associates, 52 Vanderbilt Avenue, New York, New
York 10017.
(c) Associates is a private investment partnership and is
currently, and at all relevant times was, engaged primarily in the business of
investing in securities for its own account. The present principal occupation
or employment of each of Walter J. Schloss and Edwin W. Schloss is as a general
partner of Management, the general partner of Associates.
(d) None of Associates, Walter J. Schloss or Edwin W. Schloss
has, during the last five years, been convicted in any criminal proceeding
(excluding traffic violations and similar misdemeanors).
(e) None of Associates, Walter J. Schloss or Edwin W. Schloss
has, during the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which as a result of
such proceeding, he or it 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 thereto.
(f) Associates is a Delaware limited partnership. Walter J.
Schloss and Edwin W. Schloss are each citizens of the United States of America.
Page 5 of 12 Pages
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Item 3. Source and Amount of Funds or Other Consideration.
(a) The 425,000 shares of Common Stock owned by Associates (the
"Partnership Shares") were purchased by it in open market transactions at a
cost (including commissions) of approximately $1,449,547.92. The funds used by
Associates to purchase the Partnership Shares have come from its general funds
on hand, which funds may include capital contributions of partners and gains
and losses on the sale of other securities.
(b) The 17,000 shares of Common Stock owned by Walter J.
Schloss individually consist entirely of shares purchased by him in open market
transactions at a cost (including commissions) of $76,502.96, the funds coming
from his personal funds on hand. The 29,000 shares owned by clients of Walter
J. Schloss were purchased at a cost (including commissions) of $116,595.36, the
funds coming from funds held in the respective client accounts.
(c) The 62,700 shares of Common Stock owned by Edwin W. Schloss
individually consist entirely of shares purchased by him in open market
transactions at a cost (including commissions) of $290,961.33, the funds coming
from his personal funds on hand. The 12,000 shares owned by clients of Edwin
Schloss were purchased at a cost (including commissions) of $41,801.74, the
funds coming from funds held in the respective client accounts.
Item 4. Purpose of Transaction.
Each of the Filing Persons has acquired the shares of Common Stock
owned by him or it for investment purposes. None of the Filing Persons has any
plan or proposal which relates to or would result in any of the actions
enumerated in Item 4 of Schedule 13D, except that the Filing Persons may, from
time to time or at any time, dispose of all or some of the shares of Common
Stock owned by them, or acquire additional shares of Common Stock depending
upon price and market conditions, the Filing Person's evaluation of the
Company, alternative investments and other factors.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, Associates beneficially owns
directly 425,000 shares of Common Stock, which constitutes approximately 6.75%
of the outstanding shares of Common Stock and Class A Stock of the Company, and
7.81% of the outstanding shares of Common Stock only.(1) Walter J. Schloss and
Edwin W. Schloss, solely by reason of their positions as general partners of
Management, the general partner of Associates, may each be deemed to be the
indirect beneficial owner of the 425,000 shares of Common Stock beneficially
owned directly by Associates.
As of the date hereof, Walter J. Schloss beneficially owns 459,000
shares (including the shares owned by Associates) of Common Stock, which
constitutes approximately 7.29% of the out-
- --------------------
Outstanding shares are based on the aggregate of 5,440,163 shares of Common
Stock and 854,464 shares of Class A Stock as reported in the Issuer's Proxy
Statement, dated May 5, 1989.
Page 6 of 12 Pages
<PAGE> 7
standing shares of Common Stock and Class A Stock, of 8.43% of the outstanding
shares of Common Stock only.
As of the date hereof, Edwin W. Schloss beneficially owns 487,700
shares (including the shares owned by Associates) of Common Stock, which
constitutes approximately 7.75% of the outstanding shares of Common Stock and
Class A Stock, and 8.96% of the outstanding shares of Common Stock only.
In addition, Walter J. Schloss provides investment advice in the
ordinary course of business to clients including a non-profit organization of
which Walter J. Schloss is a member of the Board of Trustees, and Edwin W.
Schloss provides investment advice to two clients. Walter J. Schloss and Edwin
W. Schloss may, at any given time or from time to time, possess certain indicia
of investment discretion with respect to shares of Common Stock held in the
accounts of their respective clients, but as to which neither Walter J. Schloss
or Edwin W. Schloss have any voting powers. As of the date hereof, clients of
Walter J. Schloss own 29,000 shares of Common Stock of the Company, and clients
of Edwin W. Schloss own 12,000 shares of Common Stock of the Company. The
filing of this Statement should not be deemed an admission that either Walter
J. Schloss or Edwin W. Schloss is the beneficial owner of the shares of Common
Stock held in said client accounts.
(b) Associates has sole power to vote and dispose of the
Partnership Shares, except that Walter J. Schloss and Edwin W. Schloss, solely
by reason of their positions as general partners of Management, the general
partner of Associates, may be deemed to have shared power to vote and dispose
of the Partnership Shares.
Walter J. Schloss and Edwin W. Schloss each have sole power to vote
and dispose of the shares of Common Stock beneficially owned directly by them.
Walter J. Schloss and Edwin W. Schloss may each have at any time or
from time to time certain indicia of investment discretion (but not the power
to vote) with respect to the shares of Common Stock held in the accounts of
their respective clients. Walter J. Schloss and Edwin W. Schloss disclaim
beneficial ownership as to all such shares held in client accounts.
Information with respect to all transactions in which Associates,
Walter J. Schloss or Edwin W. Schloss purchased
Page 7 of 12 Pages
<PAGE> 8
shares of Common Stock during the 60-day period ended the date hereof are as
follows:
<TABLE>
<CAPTION>
Per Share Price
Shares (including
Date Purchaser Purchased commissions)
---- --------- --------- ------------
<S> <C> <C> <C>
7/28/89 Associates 7,500 $2.94
7/31/89 Associates 2,500 $2.95
8/3/89 Associates 4,000 $2.95
9/8/89 Associates 45,000 $2.30
9/11/89 Associates 191,000 $2.23
9/11/89 Walter J. Schloss 5,000 $2.25
9/11/89 Walter J. Schloss 10,000 $2.25
Clients
9/11/89 Edwin W. Schloss 20,000 $2.24
9/11/89 Edwin W. Schloss 4,000 $2.25
Clients
</TABLE>
None of Associates, Walter J. Schloss or Edwin W. Schloss has sold any shares
of Common Stock during the 60-day period ended the date hereof.
(d) To the best knowledge of Associates, no person other than
Associates has the right to receive or the power to direct the receipt of,
dividends from, or the proceeds from the sale of, the Partnership Shares, except
that Walter J. Schloss and Edwin W. Schloss may be deemed to have such rights
and powers solely by reason of being general partners of Management, the general
partner of Associates.
To the best knowledge of Walter J. Schloss and Edwin W.Schloss,
respectively, each person maintaining an investment advisory account with him
has the sole right to receive or the power to direct the receipt of dividends
from, or proceeds from the sale of, the shares of Common Stock held in said
person's account.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Rela-
tionships With Respect to Securities of the
Issuer.
Except as otherwise described herein, none of the Filing Persons has
any contract, arrangement, understanding or relationship with respect to any
securities of the Company.
As compensation for investment advice rendered in the ordinary
course of business, Walter J. Schloss and Edwin W. Schloss receive an annual
fee, in the case of Walter J. Schloss from two of his clients, and, in the case
of Edwin W. Schloss, from both clients (see Item 5(a) hereof), in an amount
equal to 25% of the net realized gain, if any, in the value of said customers'
accounts during the immediately preceding year.
Page 8 of 12 Pages
<PAGE> 9
Item 7. Material to be Filed as Exhibits.
A copy of the agreement among each of the Filing Persons that this
Statement is filed on behalf of is annexed as Exhibit A hereto, which appears on
page 11 and is incorporated by reference herein.
Page 9 of 12 Pages
<PAGE> 10
SIGNATURE
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
/S/ WALTER J. SCHLOSS
-------------------------------------------------
Walter J. Schloss
/S/ EDWIN W. SCHLOSS
-------------------------------------------------
Edwin W. Schloss
WALTER & EDWIN SCHLOSS ASSOCIATES, L.P.
By Schloss Management Company, General Partner
By:/S/ WALTER J. SCHLOSS
----------------------------------------------
Walter J. Schloss, General Partner
By:/S/ EDWIN W. SCHLOSS
----------------------------------------------
Edwin W. Schloss, General Partner
Page 10 of 12 Pages
