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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
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SCANFORMS, INC.
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
8806011102
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(CUSIP Number)
WOLF, BLOCK, SCHORR AND SOLIS-COHEN
Twelfth Floor Packard Building
Philadelphia, PA 19102
Attention: Mark K. Kessler, Esquire
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 1, 1996
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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 / /.
(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 6 Pages
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SCHEDULE 13D
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CUSIP NO. 8806011102 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ROBERT A. SAMANS
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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*
BK;PF:OO
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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
U.S.A.
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
1,006,268
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8 SHARED VOTING POWER
550,620
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9 SOLE DISPOSITIVE POWER
1,006,268
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10 SHARED DISPOSITIVE POWER
550,620
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,006,268
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /X /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.4%
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14 TYPE OF REPORTING PERSON*
IN
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Page 2 of 6 Pages
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SCHEDULE 13D-AMENDED AND RESTATED
The undersigned, Robert A. Samans (the "Reporting Person"), amends and
restates the Schedule 13D filing made by the Reporting Person on October 13,
1992 with regard to the common stock, $.01 par value, of Scanforms, Inc.
Reference is also made to Schedule 13D dated August 22, 1990
previously filed by Robert Harris, Paul Levine, Allan Voluck, Thomas E. Lent,
Anthony G. Marchese, Samuel Seidman and William R. Kohler (the foregoing persons
collectively are referred to herein as the "Group"), Robert O'Leary and the
Reporting Person with respect to the common stock, $.01 par value, of Scanforms,
Inc., and Amendments Nos. 1 and 2 thereto, dated September 5, 1990 and October
2, 1990, respectively, filed by the Group, Mr. O'Leary and the Reporting Person
(collectively referred to herein as the "Previous Filings"), for information
regarding previous transactions involving the Reporting Person, Mr. O'Leary and
the Group.
Item 1. Security and Issuer.
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The title of the class of equity securities to which this statement
relates is the common stock , $.01 par value (the "Common Stock"), of Scanforms,
Inc., a Delaware corporation (the "Company"). The principal executive office of
the Company is located at 181 Rittenhouse Circle, Keystone Park, Bristol,
Pennsylvania 19007-0602.
Item 2. Identity and Background.
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This statement is being filed by Robert A. Samans (the "Reporting
Person"), a U.S. citizen whose principal business address is Scanforms, Inc.,
181 Rittenhouse Circle, Keystone Park, Bristol, Pennsylvania 19007-0602. The
present principal occupation of the Reporting Person is that of Chairman of the
Board and President of the Company.
During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
During the last five years, the Reporting Person has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which the Reporting Person 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.
Page 3 of 6 Pages
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Item 3. Source and Amount of Funds or Other Compensation.
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On February 5, 1992, the Group entered into a Stock Purchase Agreement
with the Reporting Person (the "1992 Stock Purchase Agreement") pursuant to
which the Reporting Person agreed to purchase 230,000 shares of Common Stock
from the Group for an aggregate purchase price of $96,500. In accordance with
the terms of the 1992 Stock Purchase Agreement, the Reporting Person made an
initial payment of $30,000 on February 13, 1992 (the "Closing Date"). This
$30,000 payment was financed by the Reporting Person with a loan from
Philadelphia Savings Fund Society.
The remaining $66,500 was initially paid pursuant to a promissory note
dated February 5, 1992 (the "Note") issued by the Reporting Person to the Group.
The Note was guaranteed by Bridge Capital Investors, a New Jersey limited
partnership ("Bridge Capital"). The Note was subsequently paid by the Reporting
Person with the proceeds of a loan made by Bridge Capital to the Reporting
Person pursuant to a Loan Agreement, dated as of February 13, 1992 (the "Loan
Agreement"). Pursuant to the Loan Agreement, the Reporting Person borrowed
$22,500 on February 13, 1992 and $22,000 on each of March 15, 1992 and April 15,
1992 (collectively and in the aggregate, the "Bridge Capital Loan"). In
connection with the Loan Agreement, the Reporting Person entered into a Stock
Pledge Agreement with Bridge Capital and granted Bridge Capital an irrevocable
proxy to vote certain shares of Common Stock owned by the Reporting Person. The
Bridge Capital Loan was paid in full by the Reporting Person, with personal
funds, on October 8, 1993.
As more fully described in Item 4 of this filing, it is anticipated
that the source of funds for the going private transaction proposed by the
Reporting Person and Sebastian Carcioppolo ("Mr. Carcioppolo"), a director of
the Company, also described in Item 4, will be bank financing.
Item 4. Purpose of Transaction.
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The Reporting Person originally acquired the shares under the 1992
Stock Purchase Agreement for the purpose of maintaining control of the Company
and effecting an amicable termination of the Group's investment in the Company.
Page 4 of 6 Pages
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On February 1, 1996, the Reporting Person and Mr. Carcioppolo, a
director of the Company (the Reporting Person and Mr. Carcioppolo together are
hereinafter referred to as the "Management Group"), advised the Company that the
Management Group intends to present promptly to the Company's Board of Directors
a proposal that would pay $3.60 cash per share to the Company's public
stockholders and would result in the Company becoming privately held by the
Management Group. This action resulted from a process commenced with a public
announcement in March, 1995 of the Company's willingness to consider proposals
for a significant transaction and subsequent efforts by Janney Montgomery Scott,
the investment banking firm retained for that purpose. The effectuation of any
such proposal is contingent upon the negotiation and completion by the
Management Group of the terms of a bank financing, the negotiation and
completion of documentation with respect to the transaction relating to the
management proposal, the receipt by the Board of Directors of a fairness
opinion, the approval of the Board of Directors (including its Independent
Director) and the approval of the Company's stockholders.
At the present time, other than the actions described in the preceding
paragraph, the Reporting Person has no specific plans or proposals that would
relate to or result in any of the actions specified in clauses (a) through (j)
of Item 4. However, the Reporting Person may consider any such plans or
proposals in the future, if deemed appropriate.
Item 5. Interest in Securities of the Issuer.
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On the date of this Schedule 13D, the Reporting Person is the
beneficial owner of 1,006,268 shares of Common Stock. Based upon the 3,546,648
shares of Common Stock currently outstanding, as reported in the Company's Proxy
Statement for Annual Meeting of Stockholders to be held on February 27, 1996, as
filed on January 29, 1996 (the "Proxy Statement"), the Reporting Person
beneficially owns 28.4% of the outstanding Common Stock.
The Reporting Person has sole voting and dispositive power with
respect to 1,006,268 shares.
To the best of the undersigned's knowledge, on the date of this
Schedule 13D, Mr. Carcioppolo, together with whom the Reporting Person may be
deemed a group within the meaning of Section 13(d)(3) of the Securities Exchange
Act of 1934, is the beneficial owner of 550,620 shares of Common Stock. Based
upon the 3,546,648 shares of Common Stock currently outstanding, as reported in
the Proxy Statement, Mr. Carcioppolo beneficially owns 15.5% of the outstanding
Common Stock. Under the provisions of Rule 13d-5 of the Act, the Reporting
Person may be deemed to own beneficially all of the shares of Common Stock owned
by Mr. Carcioppolo. However, the Reporting Person expressly disclaims
beneficial ownership of any of the shares of Common Stock owned by
Mr. Carcioppolo.
To the best of the undersigned's knowledge, during the last five
years, Mr. Carcioppolo has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
Page 5 of 6 Pages
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To the best of the undersigned's knowledge, during the last five
years, Mr. Carcioppolo has not been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of which
Mr. Carcioppolo 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.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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See the description, contained in Item 4, of the intention of the
Management Group.
Item 7. Exhibits. Page
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Exhibit 8 Scanforms, Inc. Press Release dated **
February 1, 1996.
_____________
** Filed electronically herewith.
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.
/s/ Robert A. Samans
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Robert A. Samans
Dated: February 9, 1996
Page 6 of 6 Pages
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EXHIBIT 8
SCANFORMS, INC.
181 Rittenhouse Circle
Bristol, PA 19007-0602
(215) 785-0101 1-800-523-3936
Fax: (215) 785-6451
NEWS RELEASE
FOR IMMEDIATE RELEASE
Contact: Emma Marie Cocci
Secretary
(215) 785-0101
SCANFORMS TO RECEIVE PROPOSAL
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Bristol, PA, February 1, 1996 -- Scanforms, Inc. (NASDAQ Small Cap:SCFM) today
reported that the Company has been advised by a management group consisting of
its Chairman and President, Robert A. Samans, and one of its Directors, that
they intend to present to the Company's Board of Directors promptly a proposal
which would pay $3.60 cash per share to the Company's public shareholders and
would result in the Company becoming privately held by the management group.
This action resulted from a process commenced with a public announcement in
March 1995 of the Company's willingness to consider proposals for a significant
transaction, and subsequent efforts by Janney Montgomery Scott, the investment
banking firm retained for that purpose.
The effectuation of any such proposal would be contingent upon the negotiation
and completion by the management group of terms of a bank financing, the
negotiation and completion of documentation with respect to the transaction
relating to the management proposal, the receipt by the Board of Directors of a
fairness opinion, the approval of the Board of Directors (including its
Independent Director) and, finally, the approval of the Company's shareholders
at a special meeting.
Scanforms is a full-service manufacturer of direct mail advertising with in-
house forms manufacturing, laser computer personalization and mailing services.
