SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
POMEROY COMPUTER RESOURCES, INC.
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
731822 10 2
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(CUSIP Number)
*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).
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1) Names of Reporting Persons I. R. S. Identification Nos. of Above Persons
(entities only)
David B. Pomeroy, II
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3) SEC Use Only _____________________________
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4) Citizenship or Place of Organization
United States of America
Number of Shares Beneficially Owned by Each Reporting Person With
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5) Sole Voting Power 2,390,789*
6) Shared Voting Power 22,636**
7) Sole Dispositive Power 2,390,789*
8) Shared Dispositive Power 22,636**
* Includes 123,375 Shares issuable upon exercise of currently exercisable
stock options. Also includes 36,417 Shares which are allocated to Mr. Pomeroy's
account in the Pomeroy Computer Resources, Inc. 401(k) Plan (the "Plan").
Excludes 75,000 shares issuable upon exercise of currently exercisable stock
options granted subsequent to the end of the 1998 calendar year.
** Includes 22,636 Shares owned by Mr. Pomeroy's spouse as to which he
disclaims beneficial ownership.
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9) Aggregate Amount Beneficially Owned by Each Reporting Person
2,413,425
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10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
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11) Percent of Class Represented by Amount in Row (9) 20.4%
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12) Type of Reporting Person (See Instructions) IN
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ITEM 1(A). NAME OF ISSUER.
Pomeroy Computer Resources, Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICERS.
1020 Petersburg Road
Hebron, Kentucky 41048
ITEM 2(A). NAME OF PERSON FILING.
David B. Pomeroy, II
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE.
1020 Petersburg Road
Hebron, Kentucky 41048
ITEM 2(C). CITIZENSHIP.
United States of America
ITEM 2(D). TITLE OF CLASS OF SECURITIES.
Common Stock, $.01 par value
ITEM 2(E). CUSIP NUMBER.
731822 10 2
ITEM 3
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check
whether the person filing is a:
(a) __ Broker or Dealer registered under Section 15 of the Act
(b) __ Bank as defined in Section 3(a)(6) of the Act
(c) __ Insurance Company as defined in Section 3(a)(19) of the Act
(d) __ Investment Company registered under section 8 of the Investment
Company Act
(e) __ Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
(f) __ Employee Benefit Plan, Pension Fund which is subject to the
provision of the Employee Retirement Income Security Act of 1974
or Endowment Fund; see 240.13d-1(b)(1)(ii)(F)
(g) __ Parent Holding Company, in accordance with 240.13d-1(b)(ii)(G)
(Note: See Item 7)
(h) __ Group, in accordance with 240.13d-1(b)(1)(ii)(H)
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ITEM 4. OWNERSHIP. If the percent of the class owned, as of December 31 of
the year covered by the statement, or as of the last day of any month described
in Rule 13d-1(b)(2), if applicable, exceeds five percent, provide the following
information as of that date and identify those shares which there is a right to
acquire.
(a) Amount Beneficially Owned:
2,413,425, including (i) 123,375 Shares issuable upon exercise of
currently exercisable stock options; (ii) 22,636 Shares owned by Mr.
Pomeroy's spouse as to which he disclaims beneficial ownership; and
(iii) 36,417 Shares which are allocated to Mr. Pomeroy's count in the
Plan.
(b) Percent of Class: 20.4%
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote 2,390,789 *
(ii) shared power to vote or to direct the vote 22,636 **
(iii) sole power to dispose or to direct the disposition of 2,390,789 *
(iv) shared power to dispose or to direct the disposition of 22,636 **
Instruction: For computations regarding securities which represent a right to
acquire an underlying security see Rule 13d-3(d)(1).
* Includes 123,375 Shares issuable upon exercise of currently exercisable
stock options. Also includes 36,417 Shares which are allocated to Mr. Pomeroy's
account in the Plan. Excludes 75,000 shares issuable upon exercise of currently
exercisable stock options granted subsequent to the end of the 1998 calendar
year.
** Includes 22,636 Shares owned by Mr. Pomeroy's spouse as to which he
disclaims beneficial ownership.
ITEM 5. OWNERSHIP OF FIVE PERCENT OF LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following __.
Instruction: Dissolution of a group requires a response to this item.
Not Applicable
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ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
Not Applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c), attach an
exhibit stating the identification of the relevant subsidiary.
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so
indicate under Item 3(h) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to Rule 13d-1(c), attach an exhibit stating the identity of each member
of the group.
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
Not Applicable
ITEM 10. CERTIFICATION.
The following certification shall be included in the statement is filed
pursuant to Rule 13d-1(b):
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
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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.
Date February 19, 1999 By: /s/ David B. Pomeroy, II
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David B. Pomeroy, II
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general part of this filing person), evidence of the representative's
authority to sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose which is already on
file with the Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or printed beneath
his signature.
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