This statement amends and supplements the Statement on Schedule 13D filed
with the Securities and Exchange Commission by Private Capital Management,
Inc., a Florida corporation, SPS Partners, L.P., a Delaware limited
partnership, Bruce S. Sherman and Gregg J. Powers with respect to shares
of common stock, par value $0.001 per share, of BHC Financial, Inc., a
Delaware corporation (the "Company"). Unless otherwise defined herein,
all capitalized terms used herein shall have the meanings ascribed to them
in the Schedule 13D.
Item 1. Security and Issuer.
This Schedule 13D relates to the Common Stock, $0.001 par value per share
(the "Common Stock"), of BHC Financial, Inc., a Delaware corporation (the
"Company"), the principal executive office of which is located at 2005
Market Street, Philadelphia, Pennsylvania 19103. The Common Stock is
traded on the Nasdaq National Market tier of the Nasdaq Stock Market.
Item 2. Identity and Backround.
(a) Name. The persons filing this Schedule 13D are Private Capital
Management, Inc. ("PCM"), SPS Partners, L.P. ("SPS"), Bruce S. Sherman and
Gregg J. Powers. PCM, SPS, Mr. Sherman and Mr. Powers are collectively
referred to as the "Reporting Persons". Mr. Sherman is President of Private
Capital Management, Inc. ("PCM") and exercises shared dispositive power with
respect to shares held by it on behalf of its clients. Mr. Sherman is also
the Managing General Partner of SPS Partners, L.P. ("SPS") which acts as
the Investment Advisor for the Entrepreneurial Value Fund, L.P. ("EVF"),
and exercises shared dispositive power with respect to those shares held
by it. Mr. Powers is an employee of PCM and affiliates thereof and he (i)
does not exercise sole or shared dispositive or voting powers with respect
to shares held by PCM or SPS, (ii) disclaims beneficial ownership of shares
held by Mr. Sherman, PCM and SPS, and (iii) disclaims, along with Mr. Sherman,
the existence of a group.
(b) Business Address. Each of the Reporting Person's business address is
3003 Tamiami Trail North, Naples, FL 34103.
(c) Principal Occupation. PCM and SPS are registered investment advisers
under the Investment Advisers Act of 1940. PCM has the power and authority
to make decisions to buy and sell securities on behalf of its clients.
Bruce S. Sherman is President and director of PCM. Mr. Sherman, as
President of PCM and Managing General Partner of SPS, has the authority to
direct the actions of PCM and SPS, including the decisions to buy and sell
stock. Mr. Powers is Vice President of PCM.
(d) None of the Reporting Persons has, during the last five years, been
convicted in any criminal proceedings (excluding traffic violations or
similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been a
party to a civil proceeding of any judicial or administrative body of
competent jurisdiction as a result of which such person was or is subject
to a judgement, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or a finding of any violation with respect to such laws.
(f) PCM is a corporation organized under the laws of the state of Florida.
SPS is a limited partnership organized under the laws of the state of
Delaware. Mr. Sherman and Mr. Powers are United States citizens.
Item 3. Source and Amount of Funds or Other Consideration.
Since the filing of Schedule 13D, PCM has had 6,800 shares withdrawn
from management.
As previously reported, SPS has acquired 131,500 shares of Common Stock
at an aggregate purchase price of $1,763,891. Funds for these purchases
were derived from the partners of EVF.
As previously reported, Mr. Sherman has acquired 800 shares of Common
Stock at an aggregate purchase price of $14,861, which were acquired
with his personal funds.
As previously reported, Mr. Powers has acquired 1,000 shares of Common
Stock at an aggregate purchase price of $9,160, which were acquired with
his personal funds.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following:
On Tuesday, October 15th, Bruce S. Sherman and Gregg J. Powers made a
presentation to the Company's Board of Directors at which they offered to
structure a merger transaction pursuant to which all outstanding shares
would be acquired for cash. In connection with their presentation, Messrs.
Sherman and Powers delivered the following letter to the Company's Board
of Directors.
October 15, 1996
Board of Directors
BHC Financial Inc.
Gentlemen:
Based upon our review of public information as well as the other
information previously provided to us by the Company, we believe that
a transaction can be structured to acquire all outstanding shares at a
significant premium over the closing price on September 30, 1996 when
discussions commenced. The transaction would be effected pursuant to
a merger with a corporation to be formed by us and our investors which
would be submitted to, and approved by, the Company's shareholders.
We are fully convinced that such a transaction is in the best interests
of the Company, its employees, and its shareholders and would be well
received by your shareholders.
With the support of the Board, we would be prepared to move quickly to
complete due diligence and negotiate a mutually acceptable merger
agreement. Toward this end, we have retained the services of Skadden,
Arps, Slate, Meagher & Flom, a firm with significant experience in
transactions of this type.
While any transaction would be subject to the completion of financing,
based on discussions with our investor group, we are confident that
such financing can be successfully arranged. We currently contemplate
that a significant portion, if not all, of the financing is expected
to be in the form of equity capital.
We continue to be impressed with the management of the Company. In this
regard, our current intention is to retain all members of senior
management and work with them to structure appropriate equity-incentive
programs following the merger.
In view of the significant time and expense associated with undertaking
a transaction of this type, we would expect that the Company would not
actively solicit proposals from third parties while we are engaging in
negotiations and would agree to reimburse us for all out-of-pocket
expenses in the event the Company accepts an unsolicited proposal from
a third party which results in an alternative transaction. We would
appreciate if the understanding set forth in this paragraph could be
confirmed in writing, by signing in the space below and returning to
us a signed copy of this letter.
Our partnership and its affiliates have been engaged in the securities
industry for over ten years and includes the successful operation of
a broker-dealer, an investment advisory firm with in excess of
$1.1 billion under management, and the acquisition and successful
management of a $3.2 billion financial institution.
While we would have preferred to keep this confidential, as I am sure
you can appreciate our disclosure obligations pursuant to Schedule 13D
under the federal securities laws will require us to file a copy of
this letter with the SEC shortly.
We are enthusiastic about a possible transaction with the Company and
its Management and look forward to working together toward a successful
transaction which is beneficial to all parties.
Thank you for this opportunity.
Sincerely,
/s/ Bruce S. Sherman /s/ Gregg J. Powers
______________________________ ______________________________
Bruce S. Sherman Gregg J. Powers
Accepted and Agreed to:
BHC Financial Inc.
By ______________________________
Following the conclusion of their presentation, Messrs. Sherman and
Powers indicated that they looked forward to a positive response from
the Board of Directors, which they hoped would be forthcoming shortly.
Item 5.
(a) The Company's Form 10-Q for the quarter ended June 28, 1996,
disclosed that 6,457,377 shares of the Common Stock were outstanding on
August 12, 1996. PCM beneficially owns 1,102,350 shares of the Common
Stock on behalf of its clients which represent approximately 17.07% of
the outstanding shares of the Common Stock. SPS, Mr. Sherman and Mr.
Powers beneficially own 131,500, 800 and 1,000 shares of the Common
Stock, respectively, which represent 2.04%, 0.01% and 0.02%,
respectively, of the outstanding shares of the Common Stock. As
President of PCM, Mr. Sherman may be deemed to be beneficial owner
of shares of the Common Stock in the PCM investment advisory accounts of
clients. While Mr. Sherman and PCM may be deemed to benificially own
1,102,350 shares of the Common Stock in the PCM investment advisory
accounts of clients, the filing of this Schedule 13D shall not be
construed as an admission that such persons are the beneficial owners
of any such securities. Mr. Sherman disclaims ownership of the
shares of the Common Stock deemed to be beneficially owned by PCM.
As Managing General Partner of SPS, Mr. Sherman may be deemed to be
beneficial owner of shares of the Common Stock beneficially owned by
SPS. While Mr. Sherman may be deemed to beneficially own 131,500
shares of the Common Stock beneficially owned by SPS, the filing of
this Schedule 13D shall not be construed as an admission that Mr.
Sherman is the beneficial owner of any such securities. Mr. Sherman
disclaims ownership of the shares of the Common Stock beneficially
owned by SPS.
(b) PCM and Mr. Sherman, as President of PCM, have shared dispositive
power with respect to the shares of the Common Stock managed by PCM and
do not have either sole or shared voting power with respect to such shares
of the Common Stock. SPS and Mr. Sherman, as Managing General Partner
of SPS, have shared dispositive power with respect to the shares of the
Common Stock beneficially owned by SPS and do not have either sole or
shared voting power with respect to such shares of the Common Stock. Mr.
Sherman and Mr. Powers have sole voting and dispositive power with
respect to the shares of the Common Stock beneficially owned by them in
their individual capacities.
(c) The following table sets forth the Reporting Persons' transactions
in the shares of the Common Stock since the last filing on October 4, 1996:
Number of Purchase Price
Date Shares Per Share Transaction Effected
10/07/96 4,000 Withdrawn From Management
10/14/96 2,800 Withdrawn From Management
(d) PCM, an investment advisor registered under the Investment
Advisors Act of 1940, pursuant to investment advisory contracts with its
clients has sole power to dispose or to direct the disposition of the
shares of the Common Stock in the advisory accounts. The individual
clients, none of whom individually owns beneficially more than 5% of
the total class of such securities, have the right to receive or the
power to direct the receipt of dividends from, and the proceeds from
the sale of, the shares of the Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Other than the investment advisory contracts with its clients and the
relationships as described in Item 5 above, the Reporting Persons are
not parties to any contract, arrangement, understanding or relationship
with respect to any securities of the Issuer, including but not
limited to transfer or voting of any of the shares of the Common Stock,
finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, the giving
or withholding of proxies or pledge or otherwise subject to a
contingency the occurrence of which would give another person voting or
investment power over the shares of the Common Stock.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 - An agreement relating to the filing of Schedule 13D is hereby
filed as an exhibit.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13D is true,
complete and correct.
Dated October 16, 1996
PRIVATE CAPITAL MANAGEMENT, INC.
By:(Signature)
Bruce S. Sherman
Chairman and President
SPS Partners, L.P.
By:(Signature)
Bruce S. Sherman
Managing General Partner
(Signature)
Bruce S. Sherman
Individually
(Signature)
Gregg J. Powers
Individually
Exhibit 1
AGREEMENT RELATING TO THE FILING OF JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(f) OF THE SECURITIES EXCHANGE ACT OF 1934
The undersigned Reporting Persons agree that the Schedule 13D to
which this Agreement is attached is filed on behalf of each one of
them.
Dated: October 16, 1996
PRIVATE CAPITAL MANAGEMENT, INC
By: (Signature)
Bruce S. Sherman
Chairman and President
SPS PARTNERS, L.P.
By: (Signature)
Bruce S. Sherman
Managing General Partner
(Signature)
Bruce S. Sherman
Individually
(Signature)
Gregg J. Powers
Individually
