<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
SYMIX SYSTEMS, INC.
(Name of Issuer)
Common Shares, par value $.01 per share
(Title of Class of Securities)
871535100
--------------
(CUSIP Number)
William M. Weber
General Partner
Roundwood Capital, L.P.
25800 Science Park Drive #150
Beachwood, Ohio 44122
(216) 595-2800
-----------------------------------
(Name, Address and Telephone Number
of Person Authorized to
Receive Notices and Communications)
- with a copy to -
Dale C. LaPorte
Calfee, Halter & Griswold
1400 McDonald Investment Center
Cleveland, Ohio 44114-2688
(216) 622-8200
September 17, 1996
------------------
(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]
Page 1 of 9 Pages
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SCHEDULE 13D
<TABLE>
CUSIP NO. 871535100 PAGE 2 OF 9 PAGES
<S> <C>
- -----------------------------------------------------------------------------------------------------------
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | ROUNDWOOD CAPITAL, L.P. |
|-----|---------------------------------------------------------------------------------------------------|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] |
| | ---- |
| | (b) [ x ] |
| | ---- |
|-----|---------------------------------------------------------------------------------------------------|
| 3 | SEC USE ONLY |
| | |
|-----|---------------------------------------------------------------------------------------------------|
| 4 | SOURCE OF FUNDS* |
| | |
| | WC |
| | |
| | |
|-----|---------------------------------------------------------------------------------------------------|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT |
| | TO ITEMS 2(d) OR 2(e) [ ] |
| | ---- |
| | |
| | |
|-----|---------------------------------------------------------------------------------------------------|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | |
| | OHIO |
|-------------------------------|-------|-----------------------------------------------------------------|
| NUMBER OF | 7 | SOLE VOTING POWER |
| | | |
| SHARES | | 340,000* |
| |-------|-----------------------------------------------------------------|
| BENEFICIALLY | 8 | SHARED VOTING POWER |
| | | |
| OWNED BY | | 0 |
| |-------|-----------------------------------------------------------------|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| | | |
| REPORTING | | 340,000* |
| | | |
| PERSON |-------|-----------------------------------------------------------------|
| | 10 | SHARED DISPOSITIVE POWER |
| WITH | | |
| | | 0 |
|-------------------------------|-------|-----------------------------------------------------------------|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 340,000* |
|-----|---------------------------------------------------------------------------------------------------|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN |
| | SHARES* [ ] |
| | ---- |
|-----|---------------------------------------------------------------------------------------------------|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 6.17% |
|-----|---------------------------------------------------------------------------------------------------|
| 14 | TYPE OF REPORTING PERSON* |
| | |
| | PN |
- -----------------------------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
*Reflects the 2-for-1 stock split declared for shareholders of record on
September 10, 1996.
Page 2 of 9 Pages
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ITEM 1. SECURITY AND ISSUER
- ------ -------------------
This statement relates to the Common Shares, $.01 par value
per share (the "Shares"), of Symix Systems, Inc., an Ohio corporation (the
"Company"). The address of the principal executive offices of the Company is
2800 Corporate Exchange Drive, Columbus, Ohio 43231.
ITEM 2. IDENTITY AND BACKGROUND
- ------- -----------------------
This statement is filed on behalf of Roundwood Capital, L.P.,
an Ohio limited partnership ("Roundwood"). Roundwood was organized in the
State of Ohio on April 20, 1995. Roundwood is a limited partnership that
invests in a select portfolio of equity or equity related securities of
undervalued publicly traded and private companies. Roundwood's principal
business address and address of its principal office is 25800 Science Park
Drive #150, Beachwood, Ohio 44122. During the last five years, Roundwood has
not been convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors) or been a party to any civil, judicial or administrative
proceeding as a result of which Roundwood was or is subject to any 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.
The general partner of Roundwood is Roundcap L.L.C., a
Delaware limited liability company ("Roundcap"). Roundcap has a three (3)
member Management Committee composed of William M. Weber (who also serves as
the President of Roundcap), A. Malachi Mixon, III and F. Joseph Callahan (the
"Managers"). Roundcap's principal business is the management and supervision
of the investment
Page 3 of 9 Pages
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activities of Roundwood, and its principal business address and address of its
principal office is 25800 Science Park Drive #150, Beachwood, Ohio 44122.
During the last five years, Roundcap has not been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors) or been a
party to any civil, judicial or administrative proceeding as a result of which
Roundcap was or is subject to any 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.
Background information for each of the Managers of Roundcap,
as required by Item 2 is set forth below, including as to each, his (a) name,
(b) residence or business address, (c) present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted, (d) whether or not,
during the last five years, such person has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), (e) whether
or not, during the last five years, such person was 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, and (f) citizenship.
1. (a) William M. Weber;
Page 4 of 9 Pages
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(b) 25800 Science Park Drive #150
Beachwood, Ohio 44122;
(c) President of Roundcap, which manages and
supervises the investment activities of
Roundwood; 25800 Science Park Drive,
Beachwood, Ohio 44122;
(d) No;
(e) No;
(f) U.S.
2. (a) A. Malachi Mixon, III
(b) 899 Cleveland Street
Elyria, Ohio 44035;
(c) Chairman of the Board, President and Chief
Executive Officer of Invacare Corporation, a
leading worldwide manufacturer and
distributor of home health care products; 899
Cleveland Street, Elyria, Ohio 44035;
(d) No;
(e) No;
(f) U.S.
3. (a) F. Joseph Callahan;
(b) 29599 Solon Road
Solon, Ohio 44139;
(c) President of Crawford Fitting Company; a
multinational manufacturer and world supplier
of specialty high pressure valves and
fittings primarily used in research and
development, nuclear power, electronics chip
production, offshore oil and general process
industries; 29599 Solon Road, Solon, Ohio
44139;
(d) No;
(e) No;
(f) U.S.
Page 5 of 9 Pages
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ITEM 3. SOURCE AND AMOUNT OF FUNDS
- ------ --------------------------
OR OTHER CONSIDERATION
----------------------
The Shares herein reported as being beneficially owned by
Roundwood were acquired in various open market transactions for an aggregate
consideration (exclusive of brokers' commissions) of $2,059,003.50. The funds
used in such purchases were from existing available capital of Roundwood and
none of the consideration for such Shares was represented by borrowed funds.
ITEM 4. PURPOSE OF TRANSACTION
- ------ ----------------------
Roundwood has acquired the Shares referred to in Item 5 for
the purpose of investment. Subject to the matters referred to below, Roundwood
may maintain its investment at its current level, acquire additional Shares or
sell all or a part of its investment. Future decisions by Roundwood will depend
upon a variety of factors, including the status of the Company's business,
prospects and financial condition, the status and availability of a trading
market for the Shares, general economic and stock market conditions,
availability of funds, other investment opportunities available to Roundwood
and other factors that Roundwood may deem relevant from time to time. Any
acquisition or disposition of Shares by Roundwood may be effected through open
market or privately negotiated transactions or otherwise.
Roundwood has studied, analyzed and evaluated the Company and
its businesses since it began to acquire the Company's Shares in July 1995.
From time to time, this analysis has included consultations with management,
Directors and/or other shareholders of the Company about the Company and its
businesses. During such consultations, no formal or informal plans or
proposals with respect to the Shares of the Company were agreed
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to, directly or indirectly, between Roundwood and any other persons.
Except to the extent set forth above, or in any other Item
hereof, Roundwood does not have any present plans or proposals that relate to
or would result in any of the actions, changes or events required to be
described in Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
- ------ ------------------------------------
The information set forth in this Item 5 is given as of
September 17, 1996.
(a) The aggregate number of Shares beneficially owned by
Roundwood is 340,000*, which constitutes approximately 6.17% of the issued and
outstanding Shares of the Company, based upon the number of Shares outstanding
as disclosed in the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996 without giving consideration to any outstanding securities
convertible into the Shares or any Shares subject to any outstanding options.
None of the other persons named in Item 2 beneficially owns any Shares.
(b) Roundwood has the sole power to vote, direct the
vote, dispose and direct the disposition of the 340,000* Shares that it owns.
(c) 100,000* Shares were purchased by Roundwood on
September 17, 1996 on the open market through a broker for $7.655* per Share.
There have been no other transactions in the Shares of the Company by Roundwood
during the last sixty (60) days.
(d) Not applicable.
(e) Not applicable.
* Reflects the 2-for-1 stock split declared for shareholders of record on
September 10, 1996.
Page 7 of 9 Pages
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
- ------ ------------------------------------------
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
------------------------------------------------------
Except as otherwise set forth herein, neither Roundwood nor
any of the other persons named in Item 2 has any contracts, arrangements,
understandings or relationships (legal or otherwise) with respect to any
securities of the Company, including but not limited to those relating to the
transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees or profits, division of
profits or losses, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
- ------ --------------------------------
Not applicable.
Page 8 of 9 Pages
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Signature
- ---------
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.
Dated: September 25, 1996
ROUNDWOOD CAPITAL, L.P.
By: ROUNDCAP L.L.C.
By: /s/ William M. Weber
----------------------------------
William M. Weber, President
Page 9 of 9 Pages
