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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Thrustmaster, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
88602710
---------------------------------
(CUSIP Number)
Tom Kingsley, c/o Simms Capital Management, Inc.,
55 Railroad Avenue, Plaza Suite, Greenwich, Connecticut 06830, (203) 861-8528
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 15, 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 1 of 6 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 886027101 Page 2 of 6 Pages
_________________________________________________________________
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert A. Simms, Sr.
###-##-####
_________________________________________________________________
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
United States
_________________________________________________________________
NUMBER 7) SOLE VOTING POWER
OF 282,100
SHARES _______________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 106,950
EACH _______________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 282,100
WITH _______________________________________________
10) SHARED DISPOSITIVE POWER
106,950
_________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
389,050
_________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
_________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
_________________________________________________________________
14) TYPE OF REPORTING PERSON*
IN
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 886027101 Page 3 of 6 Pages
_________________________________________________________________
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Simms Capital Management, Inc.
13-3582869
_________________________________________________________________
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
Delaware
_________________________________________________________________
NUMBER 7) SOLE VOTING POWER
OF 0
SHARES _______________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 106,950
EACH _______________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 0
WITH _______________________________________________
10) SHARED DISPOSITIVE POWER
106,950
_________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
106,950
_________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
_________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
_________________________________________________________________
14) TYPE OF REPORTING PERSON*
IA, CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Thrustmaster, Inc. Page 4 of 6 Pages
SCHEDULE 13D December 22, 1997
Item 1. Security and Issuer.
- ------- --------------------
This Amendment No. 2 ("Amendment") amends the Statement on Schedule
13D and the Amendment No. 1 to Schedule 13D (collectively, the "Statement")
filed by Mr. Robert A. Simms, Sr. and Simms Capital Management, Inc. ("Simms
Capital" and, together with Mr. Simms, the "Reporting Persons") with the
Commission on September 13, 1996 and July 14, 1997, respectively, with respect
to shares of Common Stock, no par value ("Shares"), of Thrustmaster, Inc. This
Amendment supplements and amends, to the extent set forth below, the information
set forth in the Statement.
Item 3. Source and Amount of Funds or Other Consideration.
- ------- --------------------------------------------------
As of the date hereof, Mr. Simms is deemed to be the beneficial owner
of 389,050 Shares and Simms Capital is deemed to be the beneficial owner of
106,950 Shares. The Shares beneficially owned by Simms Capital are held by
certain managed accounts over which Simms Capital has investment discretion. Mr.
Simms is deemed to be the beneficial owner of such Shares by reason of his
position with Simms Capital. All Shares owned by the Reporting Persons were
purchased on the open market at an aggregate cost of $2,883,077. The funds for
the purchase of the Shares came from each managed account's own funds or, in the
case of the 282,100 Shares owned directly by Mr. Simms, from his own funds. No
leverage was used to purchase the Shares.
Item 4. Purpose of Transaction.
- ------- -----------------------
The Shares of which the Reporting Persons are deemed to be the
beneficial owners were acquired for, and are being held for, investment
purposes. The Reporting Persons may acquire additional Shares,
dispose of all or some of their Shares from time to time, in each case in open
market transactions, block sales or purchases or otherwise, or may continue
to hold the Shares.
The Reporting Persons do not have any plan or proposal which relates
to, or would result in, any of the actions enumerated in Item 4 of the
instructions to Schedule 13D. However, the Reporting Persons reserve the right
to discuss company business with management, make proposals to management and/
or take other actions to influence the management of the Company should they
deem such actions appropriate.
<PAGE>
Thrustmaster, Inc. Page 5 of __ Pages
SCHEDULE 13D December 22, 1997
Item 5. Interest in Securities of the Issuer.
- ------- -------------------------------------
(a) and (b) Mr. Simms is the direct beneficial owner of 282,100 Shares
(approximately 6.6% of all outstanding Shares), and Simms Capital and Mr. Simms
are deemed to be the indirect beneficial owners of 106,950 Shares (approximately
2.5% of all oustanding Shares) held for certain accounts managed by Simms
Capital. Mr. Simms has sole power to vote, direct the vote, dispose of or direct
the disposition of the 282,100 Shares of which he is the direct beneficial
owner, and Mr. Simms and Simms Capital share the power to vote, direct the vote,
dispose of or direct the disposition of the 106,950 Shares of which they are
deemed to be the beneficial owners.
The Reporting Persons own in the aggregate 389,050 Shares
(approximately 9.1% of the outstanding Shares).
The number of Shares reported on Amendment No. 1 filed on behalf of
the Reporting Persons as being beneficially owned directly by Mr. Simms was
272,000 Shares instead of 272,100 Shares. Thus, the total number of Shares
beneficially owned by the Reporting Persons should have been reported as being
337,050 Shares instead of 336,950 Shares. The Reporting Persons hereby disclaim
that they have any beneficial interest in the securities owned, directly or
indirectly, by any other entity.
(c) Set forth below is a list of all transactions involving Shares
during the past 60 days by any of the Reporting Persons named in Item 2 of this
Schedule 13D. All of these transactions were executed in the open market.
No. of shares
Date Purchased Price/Share
---- -------------- -----------
Shares beneficially owned by Robert A. Simms, Sr.:
12/15/97 10,000 $12.376
Shares beneficially owned by Robert A. Simms, Sr. and Simms Capital
Management, Inc.:
12/5/97 25,000 $13.114
<PAGE>
Thrustmaster, Inc. Page 6 of 6 Pages
SCHEDULE 13D December 22, 1997
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of
each person or entity set forth below, each such person or entity certifies that
the information set forth in this statement is true, complete and correct and
agrees that this statement is filed on behalf of each of them.
Dated: December 22, 1997 /s/ Robert A. Simms
-----------------------------------
Robert A. Simms, Sr.
Simms Capital Management, Inc.
By: /s/ Robert A. Simms
-------------------------------
Robert A. Simms, Sr., President
