UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
SCIENCE MANAGEMENT CORPORATION
----------------------------------------
(Name of Issuer)
Common Stock, $0.10 par value per share
Preferred Stock, $1.00 par value per share
-----------------------------------------------
(Title of Class of Securities)
808638209 (Common)
808638308 (Preferred)
-------------------------------
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
-----------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 2, 1997
------------------------------
(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 [_].
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 disclosure
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).
Continued on following page(s)
Page 1 of 8 Pages
<PAGE>
Page 2 of 8 Pages
SCHEDULE 13D
CUSIP No.: 808638209 (Common)
808638308 (Preferred)
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Sorol, a New York general partnership
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 0 shares of Common Stock
Shares 0 shares of Preferred Stock
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 0 shares of Common Stock
With 0 shares of Preferred Stock
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of Common Stock
0 shares of Preferred Stock
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
0% of Common Stock
0% of Preferred Stock
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 8 Pages
SCHEDULE 13D
CUSIP No.: 808638209 (Common)
808638308 (Preferred)
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
VDM Inc.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 0 shares of Common Stock
Each 0 shares of Preferred Stock
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0 shares of Common Stock
0 shares of Preferred Stock
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of Common Stock
0 shares of Preferred Stock
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
0% of Common Stock
0% of Preferred Stock
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 8 Pages
SCHEDULE 13D
CUSIP No.: 808638209 (Common)
808638308 (Preferred)
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Roleo Corporation Retirement Plan
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 0 shares of Common Stock
Each 0 shares of Preferred Stock
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0 shares of Common Stock
0 shares of Preferred Stock
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of Common Stock
0 shares of Preferred Stock
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
0% of Common Stock
0% of Preferred Stock
14 Type of Reporting Person*
EP
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 8 Pages
SCHEDULE 13D
CUSIP No.: 808638209 (Common)
808638308 (Preferred)
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Paul Soros (in his capacity as sole shareholder and sole director of VDM
Inc., a general partner of Sorol)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 0 shares of Common Stock
Each 0 shares of Preferred Stock
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0 shares of Common Stock
0 shares of Preferred Stock
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of Common Stock
0 shares of Preferred Stock
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
0% of Common Stock
0% of Preferred Stock
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 8 Pages
SCHEDULE 13D
CUSIP No.: 808638209 (Common)
808638308 (Preferred)
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Andrew Romay (in his capacity as sole trustee of Roleo Corporation
Retirement Plan, a general partner of Sorol)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 0 shares of Common Stock
Each 0 shares of Preferred Stock
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0 shares of Common Stock
0 shares of Preferred Stock
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of Common Stock
0 shares of Preferred Stock
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
0% of Common Stock
0% of Preferred Stock
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 8 Pages
This Amendment No. 1 to Schedule 13D relates to shares of common
stock, $0.10 par value per share (the "Common Shares"), and shares of Preferred
Stock, $1.00 par value per share (the "Preferred Shares", and together with the
Common Shares, the "Shares") of the Science Management Corporation (the
"Issuer"). This Amendment No. 1 supplementally amends the initial statement on
Schedule 13D dated July 22, 1996 (the "Initial Statement"), filed by the
Reporting Persons. This Amendment No. 1 is being filed to report that the
Reporting Persons have disposed of all Shares held for the account of Sorol,
and, as such the Reporting Persons no longer may be deemed the beneficial owners
of five percent or more of the outstanding Shares of the Issuer. Capitalized
terms used but not defined herein shall have the meanings ascribed to them in
the Initial Statement. The Initial Statement is supplementally amended as
follows.
Item 5. Interest in Securities of the Issuer.
(a) Each of the Reporting Persons may be deemed the beneficial owner
of no Shares.
(b) Not applicable.
(c) Pursuant to the terms of the Stock Purchase Agreement, Imperial
has exercised its right to repurchase from Sorol, for a price of $760,000 in
cash, all of the Relevant Assets (which includes all of the Shares) and all
rights or assets of any nature arising therefrom or relating or accruing thereto
from and after July 10, 1996. Other than the private transaction set forth
above, no transactions in the securities of the Issuer have been effected by the
Reporting Persons since March 13, 1997 (60 days prior to the date hereof).
(d) Not applicable.
(e) The Reporting Persons ceased to be beneficial of five percent or
more of the outstanding Shares on May 2, 1997.
Item 7. Material to be Filed as Exhibits.
(a) Joint Filing Agreement, dated July 22, 1996, between
Sorol, VDM, the Plan, Mr. Soros and Dr. Romay (filed as Exhibit A to the Initial
Statement and incorporated herein by reference).
(b) Agreement, dated June 27, 1996, among Imperial, Sorol,
Jonathan Borsuk and Harvey Borsuk (filed as Exhibit B to the Initial Statement
and incorporated herein by reference).
(c) Letter Agreement, dated June 27, 1996, between Imperial
and Sorol (filed as Exhibit C to the Initial Statement and incorporated herein
by reference).
<PAGE>
Page 8 of 8 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: May 12, 1997
SOROL, a New York general partnership
By: VDM Inc.
General Partner
By: /S/ PAUL SOROS
----------------------------------
Paul Soros
Sole Shareholder and Sole Director
VDM INC.
By: /S/ PAUL SOROS
----------------------------------
Paul Soros
Sole Shareholder and Sole Director
ROLEO CORPORATION RETIREMENT PLAN
By: /S/ ANDREW ROMAY
----------------------------------
Andrew Romay
Sole Trustee
PAUL SOROS
/S/ PAUL SOROS
---------------------------------------
ANDREW ROMAY
/S/ ANDREW ROMAY
---------------------------------------
