Page 1 of 11
Pages
CUSIP No. 88554D205
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
3D Systems Corporation
(Name of Issuer)
Common Stock, $.001 par value per share
(Title of Class of Securities)
88554D205
(CUSIP Number)
G. Walter Loewenbaum, II
Southcoast Capital Corporation
111 Congress Street
Suite 1600
Austin, Texas 78701
512-435-7222
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 12, 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 *.
Page 2 of 11
Pages
CUSIP No. 88554D205
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
G. Walter Loewenbaum, II
2) Check the Appropriate Box if a Member of a Group
(a) X
(b)
3) SEC Use Only
4) Source of Funds
PF
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 of 7) Sole Voting Power 293,882
Shares
Bene-
ficially
Owned by 8) Shared Voting Power 93,558
Each
Reporting
Person
With 9) Sole Dispositive Power 366,131
10) Shared Dispositive Power 103,558
11) Aggregate Amount Beneficially Owned by Each
Reporting Person 469,689
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares
13) Percent of Class Represented by Amount
in Row (11) 4.13%
14) Type of Reporting Person IN
Page 3 of 11
Pages
CUSIP No. 88554D205
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Southcoast Capital Corporation
2) Check the Appropriate Box if a Member of a Group
(a) X
(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 -
Louisiana
Number of 7) Sole Voting Power 200,000
Shares
Bene-
ficially
Owned by 8) Shared Voting Power 0
Each
Reporting
Person
With 9) Sole Dispositive Power 200,000
10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially Owned by Each
Reporting Person 200,000
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares
13) Percent of Class Represented by Amount
in Row (11) 1.76%
14) Type of Reporting Person BD, CO
Page 4 of 11
Pages
CUSIP No. 88554D205
Item 1. Security and Issuer.
This statement relates to the common stock, $.001 par
value per share (the "Common Stock"), of 3D Systems Corporation
(the "Issuer"), a Delaware corporation. The address of the
principal executive offices of the Issuer is 26081 Avenue Hall,
Valencia, California 91355.
Item 2. Identity and Background
Names of Reporting Persons:
G. Walter Loewenbaum, II
Southcoast Capital Corporation ("Southcoast")
Principal Business Address of Reporting Persons
111 Congress Street
Suite 1600
Austin, TX 78701
Mr. Loewenbaum is a United States citizen and the Chairman
of the Board and Chief Executive Officer of Southcoast.
Southcoast, a Louisiana corporation, is an investment
banking and broker-dealer firm. Southcoast is a wholly-owned
subsidiary of Southcoast Holding Corporation, a Louisiana
corporation, which is controlled by Mr. Loewenbaum and members
of his immediate family. Mr. Loewenbaum and Joseph L Carrere,
for whom information is provided below, are the sole directors
of Southcoast Holding Corporation. Mr. Carrere is also the
President (the sole executive officer) of Southcoast Holding
Corporation. The principal business address of Southcoast
Holding Corporation is also 111 Congress Street, Suite 1600,
Austin, Texas 78701. Southcoast Holding Corporation's business
is limited to serving as the holding company for Southcoast.
(a), (b), and (c) Set forth below with respect to each of
the directors and executive officers of Southcoast (other than
Mr. Loewenbaum) is such person's name, business address and
principal occupation. Each person's principal occupation is
conducted with Southcoast.
Name Business Present Principal
Address Occupation
- --------------------- -------------------------- ----------------------
David Boris 277 Park Avenue, Floor 37 Head of Investment
New York, NY 10172 Banking
Howard M. Brenner 277 Park Avenue, Floor 37 Vice Chairman
New York, NY 10172
Joseph L. Carrere 909 Poydras Street, Suite President
1000
New Orleans, LA 70112
Matthew DiBiase 277 Park Avenue, Floor 37 Head of Trading
New York, NY 10172
Diane R. McConnell 909 Poydras Street, Suite Managing
1000 Director/Sales
New Orleans, LA 70112
Stephen A. Neal 909 Poydras Street, Suite Managing
1000 Director/Sales
New Orleans, LA 70112
Robert D. Power 277 Park Avenue, Floor 37 Managing
New York, NY 10172 Director/Syndicate
Andrew M. Raggio 277 Park Avenue, Floor 37 Managing Director
New York, NY 10172
John B Regan, Jr. 909 Poydras Street, Suite Managing
1000 Director/Sales
New Orleans, LA 70112
Terence H. Smith 909 Poydras Street, Suite Managing
1000 Director/Sales
New Orleans, LA 70112
(d) Neither Mr. Loewenbaum nor, to the best of
Southcoast's knowledge, any director or executive officer of
Southcoast has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during
the past five years.
(e) Neither Mr. Loewenbaum, Southcoast nor, to the best
of Southcoast's knowledge, any director or executive officer of
Southcoast has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a
result of such proceeding 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 during the past five years.
(f) Each of the directors and executive officers of
Southcoast is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
397,440 of the shares of Common Stock beneficially owned
by Mr. Loewenbaum were acquired with his personal funds or
personal funds of his immediate family members and, to the
knowledge of Mr. Loewenbaum, the 72,249 shares over which he
has discretionary investment authority were purchased with the
personal funds of the record owners. The shares beneficially
owned by Southcoast were acquired with investment capital. No
part of the consideration for the shares of Common Stock
beneficially owned by the Reporting Persons was represented by
funds loaned by a bank or amounts borrowed or otherwise
obtained for the purpose of acquiring such Common Stock.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the Common Stock for
investment purposes. The Reporting Persons have no plans or
proposals that relate to or that would result in any of the
actions specified in clauses (a) through (j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuers
(a)(b)As of the date hereof, the Reporting Persons, in the
aggregate, beneficially own 669,689 shares of the Common Stock,
which is approximately 5.89% of the shares of the Common Stock
believed to be outstanding. Of such shares, 469,689 (4.13%)
are beneficially owned by Mr. Loewenbaum and 200,000 (1.76%)
shares are beneficially owned by Southcoast. A total of
293,882 of Mr. Loewenbaum's shares are held with sole voting
and dispositive power and he shares voting and dispositive
power with his wife Lillian Loewenbaum with respect to 93,558
shares. He holds sole dispositive power only with respect to
72,249 shares and he shares dispositive power only with his
mother, Joel Simon Loewenbaum with respect to 10,000 shares of
which she holds the usufruct and he is the naked owner.
Southcoast holds sole voting and investment power with respect
to the 200,000 shares of Common Stock held by it.
The following executive officers and directors of
Southcoast hold the following number of shares of Common Stock,
all with sole voting and investment power:
Joseph L. Carrere 9,788 shares .086%
Diane McConnell 2,532 shares .022%
Stephen A. Neal 2,866 shares .025%
Terence Smith 100 shares -
To the best of Southcoast's knowledge, none of the
directors or executive officers of Southcoast own any Common
Stock except for the persons listed above who acquired the
shares of Common Stock with personal funds, none of which were
loaned by a bank or borrowed or otherwise obtained for the
purpose of acquiring such Common Stock. Southcoast disclaims
beneficial ownership of the shares of Common Stock held by its
executive officers and directors.
(c) The following transactions in the Common Stock were
effected by the persons and entities listed below between March
14, 1997 and May 12, 1997. All transactions were effected on
the open market.
Southcoast Capital Corporation - Investment Account
Date Transaction Number of Shares Price
--------- ------------- ---------------- --------
3-31-97 Bought 2,300 8 3/4
3-31-97 Bought 8,400 8 3/4
4-24-97 Bought 6,600 6.2803
5-12-97 Bought 50,000 6 9/16
Southcoast Capital Corporation - Trading Account
Southcoast purchases and sells shares of Common Stock
through its trading account on behalf of customers and in
connection with its market making activities with respect to
the Common Stock. The transactions in Southcoast's trading
account between March 14, 1997 and May 12, 1997 were as
follows:
Date Transaction Number of Shares Price
--------- ------------- ---------------- -------
3/17/97 Bought 1,000 9 5/8
Sold 200 9 3/4
3/18/97 Bought 4,000 9 7/8
Sold 7,000 9.8514
3/19/97 Bought 1,000 10 1/4
Bought 1,000 9 7/8
Bought 4,700 10 1/8
Bought 10,000 10
Bought 1,333 9.875
Sold 18,000 10.0751
3/24/97 Bought 2,000 9 1/2
Sold 2,000 9.53
3/25/97 Bought 300 9 1/2
3/31/97 Bought 10,300 8 3/4
Sold 10,700 8 3/4
4/2/97 Bought 50,000 8 5/8
Sold 50,000 8 3/4
4/14/97 Bought 2,500 9 1/2
Sold 300 9 3/4
Sold 2,000 9 1/2
4/16/97 Bought 2,500 9 1/4
Sold 800 9 3/8
Sold 1,000 9 1/4
Sold 1,000 9 1/8
4/17/97 Bought 1,000 8 5/8
Sold 800 8 1/2
4/18/97 Bought 1,000 7 1/2
Bought 1,200 7 3/8
Bought 2,000 7 1/8
Bought 11,000 7 1/4
Bought 12,000 7 1/4
Bought 13,500 7
Bought 28,200 7 3/8
Sold 300 7 1/2
Sold 2,000 6 7/8
Sold 2,600 7
Sold 3,000 7 1/4
Sold 4,700 7 1/8
Sold 17,200 7 1/2
Sold 39,000 7.349
4/21/97 Bought 2,500 7 1/8
Bought 10,800 7 1/4
Bought 3,000 7 1/4
Sold 1,500 7 5/16
Sold 1,500 7 3/8
Sold 13,500 7.2972
4/22/97 Bought 4,000 6 7/8
Bought 5,500 6 3/4
Bought 25,000 7
Sold 34,500 7.0022
4/23/97 Bought 1,000 7
Bought 2,000 6 5/8
Bought 2,000 6 11/16
Bought 2,000 6 7/8
Bought 8,000 6 3/4
Sold 15,000 6.772
4/24/97 Bought 1,000 6 1/2
Bought 8,700 6 3/8
Bought 13,000 6 1/4
Bought 5,000 6 1/8
Sold 6,600 6.2803
Sold 21,100 6.3001
5/1/97 Bought 2,600 6
Bought 1,400 6.3150
Sold 1,400 6 3/8
Sold 100 6.1
Sold 2,500 6.225
5/2/97 Bought 6,900 6 3/16
Bought 7,000 6 1/8
Bought 24,000 6
Bought 26,000 5 7/8
Sold 2,000 6 1/8
Sold 11,900 6.04
Sold 20,000 6.042
Sold 30,000 6.034
5/6/97 Bought 18,000 6 3/16
Sold 18,000 6.25
5/7/97 Bought 5,000 7 1/8
Bought 16,800 7
Sold 3,600 7
Sold 8,100 7 1/8
Sold 10,000 7.25
5/8/97 Bought 600 6 3/4
Bought 1,000 6 3/8
Sold 600 6 5/8
Sold 1,000 6 3/8
5/9/97 Bought 5,000 6
Bought 5,000 6 1/4
Bought 20,000 6 1/2
Bought 20,500 6 1/8
Sold 2,000 6 1/16
Sold 10,000 6.1641
Sold 18,500 6.1586
Sold 20,000 6.625
5/12/97 Bought 1,000 6 7/8
Bought 43,300 6.4951
Bought 80,000 6 1/2
Sold 2,000 6 7/8
Sold 2,000 6 3/4
Sold 5,000 6.5889
Sold 7,500 6 1/2
Sold 10,000 6.58
Sold 17,500 6.5818
Sold 30,000 6.5721
Sold 50,000 6 9/160
Executive Officers and Directors of Southcoast
- ----------------------------------------------
Date Transaction Number of Shares Price
-------- ------------- ---------------- ------
Diane R. McConnell 5-1-97 Sold 1,400 6.315
Stephen A. Neal 4-24-97 Sold 2,000 61/8
Sold 400 61/8
Sold 400 61/8
Sold 200 61/8
G. Walter Loewenbaum, II
- -------------------------
Date Transaction Number of Shares Price
------- ------------ ---------------- ------
3/18/97 Bought 7,000 9.8514
3/19/97 Bought 18,000 10.0751
3/24/97 Bought 2,000 9.53
4/18/97 Bought 39,000 7.399
4/21/97 Bought 13,500 7.2972
4/23/97 Bought 10,000 7.0022
4/23/97 Bought 15,000 6.772
Bought 14,500 7.0022
Bought 10,000 7.0022
4/24/97 Bought 21,100 6.3001
5/2/97 Bought 11,900 6.04
Bought 10,000 6.042
Bought 10,000 6.042
Bought 30,000 6.0340
5/6/97 Bought 18,000 6.25
5/9/97 Bought 18,500 6.1586
Bought 10,000 6.1641
5/12/97 Bought 8,750 6.5818
Bought 30,000 6.5721
Bought 8,750 6.5818
Bought 5,000 6.5889
Bought 10,000 6.5300
(d) Other party with right to receive or direct receipt
of dividends or proceeds:
Not applicable.
(e) Date Reporting Person ceased to beneficially own more
than 5% of shares:
Not Applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
A copy of a written agreement relating to the filing
of a joint statement as required by Rule 13d-1(f)
under the Securities Exchange Act of 1934 is attached
hereto as Exhibit A.
Page 5 of 11
Pages
CUSIP No. 88554D205
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:May 21, 1997
/s/ G. Walter Loewenbaum, II
--------------------------------
G. Walter Loewenbaum, II
SOUTHCOAST CAPITAL CORPORATION
By: /s/ G. Walter Loewenbaum, II
----------------------------------
G. Walter Loewenbaum, II
Chairman and Chief
Executive Officer
Page 6 of 11
Pages
CUSIP No. 88554D205
EXHIBIT A
AGREEMENT
The undersigned agree that this Schedule 13D dated May 21,
1997 relating to the shares of common stock, $0.001 par value
per share, of 3D Systems Corporation, to which this Agreement
is attached as Exhibit A, shall be filed on behalf of the
undersigned.
/s/ G. Walter Loewenbaum, II
------------------------------------
G. Walter Loewenbaum, II
SOUTHCOAST CAPITAL CORPORATION
By: /s/ G. Walter Loewenbaum, II
----------------------------------
G. Walter Loewenbaum, II
Chairman and Chief
Executive Officer
