SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Transfinancial Holdings, Inc.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
0002060101
(CUSIP Number)
Mark A. Rosenbaum, Esq.
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 100038
(212) 806-5400
---------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 6, 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 [ ].
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>
SCHEDULE 13D
CUSIP No. 0002060101 Page __ of __
- -----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TJS Partners, L.P.
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- -----------------------------------------------------------------------------
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
New York
- -----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 400,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 400,000
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- -----------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 0002060101 Page __ of __
- -----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TJS Management, L.P.
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
/ /
- -----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- -----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 400,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 400,000
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- -----------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 0002060101 Page __ of __
- -----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TJS Corporation
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
/ /
- -----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- -----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 400,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 400,000
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -----------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 0002060101 Page __ of __
- -----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas J. Salvatore
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
/ /
- -----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- -----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 400,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 400,000
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -----------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
The Statement on Schedule 13D ("Schedule 13D"), dated November 25, 1996,
which was filed on behalf of TJS Partners, L.P., TJS Management, L.P., TJS
Corporation and Thomas J. Salvatore, with regard to their respective beneficial
ownership of shares of Class A Common Stock, $0.01 par value per share (the
"Class A Common Stock"), of Arguss Holdings, Inc. (formerly known as
Conceptronic, Inc.), a Delaware corporation (the "Company"), is hereby amended,
supplemented and restated as set forth below.
ITEM 1. SECURITY AND ISSUER.
Item 1 is hereby amended as follows:
This statement on Schedule 13D/A, Amendment No. 1, relates to the Common
Stock, $0.01 par value per share (the "Common Stock"), of the Company.
The address of the Company's principal executive offices are located at One
Church Street, Rockville, Maryland 20850.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended as follows:
This Statement is being filed on behalf of TJS Partners, L.P., TJS
Management, L.P., TJS Corporation, and Thomas J. Salvatore (collectively, the
"Filing Persons").
Set forth below is certain information with respect to each of the Filing
Persons and each of the persons enumerated in General Instruction C to Schedule
13D.
(1) TJS PARTNERS, L.P. TJS Partners, L.P. is a New York limited
partnership. Its principal business is investment, and the address of its
principal business and principal office is 115 East Putnam Avenue, Greenwich,
Connecticut 06830. The general partners of TJS Partners, L.P. are TJS
Management, L.P. and Mr. Salvatore (see paragraphs (2) and (4) below). TJS
Partners, L.P. hereinafter shall be referred to as the "Partnership".
(2) TJS MANAGEMENT, L.P. TJS Management, L.P.'s principal business is
investment, and the address of its principal business and principal office is
115 East Putnam Avenue, Greenwich, Connecticut 06830. The general partners of
TJS Management, L.P. are TJS Corporation and Mr. Salvatore (see paragraphs (3)
and (4) below).
(3) TJS CORPORATION. TJS Corporation is a Delaware corporation. Its
principal business is investment, and the address of its principal business and
principal office is 115 East Putnam Avenue, Greenwich, Connecticut 06830. TJS
Corporation's controlling stockholder is Mr. Salvatore. TJS Corporation's sole
director and executive officer is Mr. Salvatore who is its President (see
paragraph (4) below).
(4) THOMAS J. SALVATORE. Mr. Salvatore is a citizen of the United States of
America, and his business address is 115 East Putnam Avenue, Greenwich,
Connecticut 06830. His present principal employment is as an investor. Mr.
Salvatore is President of TJS Corporation.
<PAGE>
During the last five years, none of the Filing Persons and no director or
executive officer of TJS Corporation, (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or (ii) has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he, she 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 to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended to add the following thereto:
On May 25, 1997, the 400,000 shares of Class A Common Stock beneficially
owned by the Partnership were automatically converted into 400,000 shares of
Common Stock pursuant to the terms of the Class A Common Stock. Notwithstanding
the automatic conversion of the Class A Common Stock into Common Stock, between
November 25, 1996 (date of the Schedule 13D) and the date hereof, none of Filing
Persons have purchased or sold any shares of Class A Common Stock or Common
Stock.
ITEM 4 IS HEREBY AMENDED AND RESTATED AS FOLLOWS:
The Partnership's intention for acquiring shares of Common Stock and its
present intention for holding such shares is for investment purposes. The
Partnership may, depending upon market conditions and other factors, acquire
additional shares of Common Stock in the future or effect other transactions
which would result in any of the actions specified in clauses (a) through (j) of
Item 4 of the Instructions to Schedule 13D.
Except as set forth above, none of the Filing Persons has formulated any
plans or proposals as a result of ownership which relate to or would result in
any of the following:
(a) The acquisition by any person of additional securities of the issuer,
or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company or of
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of
the Company;
(f) Any other material change in the Company's business or corporate
structure, including but not limited to, if the Company is a registered
closed-end investment company, any plans or proposals to make any changes in its
investment policy for which a vote is required by Section 13 of the Investment
Company Act of 1940;
(g) Changes in the Company's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
issuer by any person;
(h) Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities Act
of 1933; or
(j) Any action similar to any of those enumerated above.
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended as follows:
On May 25, 1997, the 400,000 shares of Class A Common Stock beneficially
owned by the Partnership were automatically converted into 400,000 shares of
Common Stock pursuant to the terms of the Class A Common Stock. Notwithstanding
the automatic conversion of the Class A Common Stock into Common Stock, none of
the Filing Persons have purchased or sold any shares of Class A Common Stock or
Common Stock during the past 60 days.
As of the date of this statement, the Partnership is the direct beneficial
owner of 400,000 shares of Common Stock which constituted approximately 4.7% of
the 8,514,870 shares outstanding as of November 6, 1997, as disclosed in the
Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
1997. As of the close of business on November 6, 1997, the Partnership had
ceased to be and none of the other Filing Persons were beneficial owners of five
percent or more of the Common Stock of the Company and accordingly none of the
Filing Persons will be filing additional Schedule 13D Amendments with respect to
the ownership of Common Stock.
TJS Management, L.P., in its capacity as general partner of the
Partnership, and each of TJS Corporation and Mr. Salvatore, in their respective
capacities as general partners of TJS Management, L.P., may be deemed to own
beneficially (as defined in Rule 13d-3 promulgated under the Securities Act of
1933, as amended) the shares of Common Stock owned by the Partnership. Each of
such persons disclaims beneficial ownership of such shares except to the extent
of its or his pecuniary interest in therein. In addition, each of such persons
may be deemed to share with the Partnership the power to vote or direct the vote
and to dispose or to direct the disposition of the shares of Common Stock owned
beneficially by the Partnership.
Except as set forth herein, neither the Partnership nor any of the other
Filing Persons beneficially owns or has a right to acquire any equity interest
of the Company or effected any transaction in the equity securities of the
Company during the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the Filing Persons and between such persons and any
person with respect to any securities of the Company, including but not limited
to transfer or voting of any of the securities of the Company, finder's fees,
joint ventures, loan or option agreements, puts or calls, guarantees of profits,
divisions of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
<PAGE>
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: January 13, 1998
TJS PARTNERS, L.P.
By: TJS MANAGEMENT, L.P., as
General Partner
By: /S/ THOMAS J. SALVATORE
Thomas J. Salvatore, as
General Partner
TJS MANAGEMENT, L.P.
By: /S/ THOMAS J. SALVATORE
Thomas J. Salvatore, as
General Partner
TJS CORPORATION
By: /S/ THOMAS J. SALVATORE
Thomas J. Salvatore
President
/S/ THOMAS J. SALVATORE
Thomas J. Salvatore
