<PAGE> 1
OMB APPROVAL
OMB NUMBER: 3235-0145
EXPIRES: DECEMBER 31, 1997
ESTIMATED AVERAGE BURDEN
HOURS PER RESPONSE................14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Apogee, Inc.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
03759T 10 3
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the filing 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).
*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 the
disclosures provided in a prior cover page.
The information required in 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 17 pages
<PAGE> 2
CUSIP NO. 03759T 10 3 13G PAGE 2 OF 15 PAGES
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Abbingdon Venture Partners Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,762,275
OWNED BY
EACH 6 SHARED VOTING POWER
REPORTING
PERSON 0
WITH
7 SOLE DISPOSITIVE POWER
2,762,275
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,762,275
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
28.12%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 15 pages
<PAGE> 3
CUSIP NO. 03759T 10 3 13G PAGE 3 OF 15 PAGES
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Abbingdon Venture Partners Limited Partnership-II
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 921,425
OWNED BY
EACH 6 SHARED VOTING POWER
REPORTING
PERSON 0
WITH
7 SOLE DISPOSITIVE POWER
921,425
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
921,425
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.38%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 3 of 15 pages
<PAGE> 4
CUSIP No. 03759T 10 3 13G PAGE 4 OF 15 PAGES
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Investment Partners Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
36,000
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 36,000
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.37%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 4 of 15 pages
<PAGE> 5
CUSIP No. 03759T 10 3 13G PAGE 5 OF 15 PAGES
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John H. Foster
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 31,500
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 3,757,100
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
31,500
8 SHARED DISPOSITIVE POWER
3,757,100
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,788,600
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
38.57%
12 TYPE OF REPORTING PERSON*
IN
Page 5 of 15 pages
<PAGE> 6
CUSIP No. 03759T 10 3 page 6 of 15 pages
Item 1(a). Name of Issuer:
The name of the issuer is Apogee, Inc. (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices:
The principal executive offices of the Company are located
at 1018 West Ninth Avenue, King of Prussia, Pennsylvania 19406.
Item 2(a). Names of Persons Filing:
This statement is being filed by: (i) Abbingdon Venture
Partners Limited Partnership; (ii) Abbingdon Venture Partners Limited
Partnership-II; (iii) Investment Partners Limited Partnership; and (iv) John H.
Foster.
Item 2(b). Address of Principal Business Office or, if None,
Residence:
The address of the principal business office of each
reporting person is c/o Foster Management Company, 1018 West Ninth Avenue, King
of Prussia, Pennsylvania 19406.
Item 2(c). Citizenship:
Abbingdon Venture Partners Limited Partnership is
organized under the laws of the State of Connecticut. Abbingdon Venture Partners
Limited Partnership-II is organized under the laws of the State of Delaware.
Investment Partners Limited Partnership is organized under the laws of the State
of Delaware. John H. Foster is a citizen of the United States.
Item 2(d). Title of Class of Securities:
The securities to which this statement relates are shares
of the common stock, $.01 par value (the "Common Stock"), of the Company.
Item 2(e). CUSIP Number:
The CUSIP number of the Common Stock is 03759T 10 3.
Item 3. If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b), check whether the person filing is a:
Not applicable.
Page 6 of 15 pages
<PAGE> 7
CUSIP No. 03759T 10 3 page 7 of 15 pages
Item 4. Ownership.
(1) Abbingdon Venture Partners Limited
Partnership:
(a) As of December 31, 1996, Abbingdon
Venture Partners Limited Partnership owned beneficially
2,762,275 shares of Common Stock.
(b) The shares of Common Stock owned
beneficially by Abbingdon Venture Partners Limited Partnership
represent approximately 28.12% of the issued and outstanding shares of
Common Stock of the Company.
(c) Abbingdon Venture Partners Limited
Partnership has the sole power to vote or to direct the voting of its
shares of Common Stock and has the sole power to dispose of or to
direct the disposition of its shares of Common Stock.
(2) Abbingdon Venture Partners Limited
Partnership-II:
(a) As of December 31, 1996, Abbingdon
Venture Partners Limited Partnership-II owned beneficially 921,425
shares of Common Stock.
(b) The shares of Common Stock owned
beneficially by Abbingdon Venture Partners Limited Partnership-II
represent approximately 9.38% of the issued and outstanding shares of
Common Stock of the Company.
(c) Abbingdon Venture Partners Limited
Partnership-II has the sole power to vote or to direct the voting of
its shares of Common Stock and has the sole power to dispose of or to
direct the disposition of its shares of Common Stock.
(3) Investment Partners Limited Partnership:
(a) As of December 31, 1996, Investment
Partners Limited Partnership owned beneficially 36,000 shares of Common
Stock.
(b) The shares of Common Stock owned
beneficially by Investment Partners Limited Partnership represent
approximately 0.37% of the issued and outstanding shares of Common
Stock of the Company.
(c) Investment Partners Limited Partnership
has the sole power to vote or to direct the voting of its
shares of Common Stock and has the sole power to dispose
Page 7 of 15 pages
<PAGE> 8
CUSIP No. 03759T 10 3 page 8 of 15 pages
of or to direct the disposition of its shares of Common
Stock.
(4) John H. Foster:
(a) As of December 31, 1996, John H. Foster
owned beneficially 3,788,600 shares of Common Stock.
(b) The shares of Common Stock owned
beneficially by Mr. Foster represent approximately 38.57%
of the issued and outstanding shares of Common Stock of
the Company.
(c) Mr. Foster has the sole power to vote or
to direct the voting of 31,500 shares of Common Stock and has the sole
power to dispose of or to direct the disposition of 31,500 shares of
Common Stock.
(d) Mr. Foster shares the power to vote or
to direct the voting of and to dispose of or to direct
the disposition of the following shares of Common Stock:
(i) 2,762,275 shares of Common Stock owned
beneficially by Abbingdon Venture Partners Limited
Partnership, a limited partnership of which BDC-III
Partners, a general partnership of which Mr. Foster
is a partner, is general partner;
(ii) 921,425 shares of Common Stock owned
beneficially by Abbingdon Venture Partners Limited
Partnership-II, a limited partnership of which
Abbingdon-II Partners, a general partnership of which
Mr. Foster is a partner, is general partner;
(iii) 36,000 shares of Common Stock owned
beneficially by Investment Partners Limited
Partnership, a limited partnership of which Mr.
Foster is the sole shareholder of the corporate
general partner;
(iv) 20,600 shares of Common Stock owned
beneficially by The John H. Foster Foundation, a
charitable foundation, of which Mr. Foster is a
director; and
(v) 16,800 shares of Common Stock owned
beneficially by the Trust u/w Virginia C. Foster, of
which Mr. Foster is a trustee.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Page 8 of 15 pages
<PAGE> 9
CUSIP No. 03759T 10 3 page 9 of 15 pages
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Not applicable.
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of
the Group.
The members of the Group filing this statement are
Abbingdon Venture Partners Limited Partnership, Abbingdon Venture Partners
Limited Partnership-II, Investment Partners Limited Partnership and John H.
Foster.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
Page 9 of 15 pages
<PAGE> 10
CUSIP No. 03759T 10 3 page 10 of 15 pages
Signature
After reasonable inquiry and to the best of our knowledge
and belief, we certify that the information set forth in this statement is true,
complete and correct.
February 13, 1997
ABBINGDON VENTURE PARTNERS LIMITED
PARTNERSHIP
By: BDC-III Partners, General
Partner
By: /s/ Robert A. Ouimette
-------------------------------------------
Name: Robert A. Ouimette,
as attorney-in-fact for John H.
Foster (General Partner), pursuant to
a power of attorney dated February
12, 1993 (previously filed, copy
attached)
ABBINGDON VENTURE PARTNERS
LIMITED PARTNERSHIP-II
By: Abbingdon-II Partners,
General Partner
By: /s/ Robert A. Ouimette
-------------------------------------------
Name: Robert A. Ouimette,
as attorney-in-fact for
John H. Foster (General
Partner), pursuant to a
power of attorney dated
February 12, 1993
(previously filed, copy
attached)
Page 10 of 15 pages
<PAGE> 11
CUSIP No. 03759T 10 3 page 11 of 15 pages
INVESTMENT PARTNERS LIMITED
PARTNERSHIP
By: IP Partners, Inc.,
General Partner
By: /s/ Robert A. Ouimette
-----------------------------------------
Name: Robert A. Ouimette,
as attorney-in-fact for
John H. Foster (President of
General Partner), pursuant
to a power of attorney
dated February 12, 1993
(previously filed, copy
attached)
/s/ Robert A. Ouimette
-----------------------------------------
Name: Robert A. Ouimette,
as attorney-in-fact for
John H. Foster, pursuant to
a power of attorney dated
February 12, 1993
(previously filed, copy
attached)
Page 11 of 15 pages
<PAGE> 12
CUSIP No. 03759T 10 3 page 12 of 15 pages
INDEX TO EXHIBITS
Exhibit Sequential
Number Description Page
Exhibit A Joint Filing Agreement dated
as of February 13, 1997 by and
among Abbingdon Venture
Partners Limited Partnership,
Abbingdon Venture Partners
Limited Partnership-II,
Investment Partners Limited
Partnership and John H.
Foster.
Exhibit B Power of Attorney
Page 12 of 15 pages
<PAGE> 1
EXHIBIT A
Joint Filing Agreement
In accordance with Rule 13d-1(f)(1) promulgated under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree to the joint
filing with each other on behalf of each of them a statement on Schedule 13G
with respect to the common stock, $.01 par value, of Apogee, Inc. This Joint
Filing Agreement shall be included as an exhibit to such Schedule 13G.
IN WITNESS WHEREOF, the undersigned have executed this Joint Filing
Agreement as of the 13th day of February, 1997.
ABBINGDON VENTURE PARTNERS LIMITED ABBINGDON VENTURE PARTNERS
PARTNERSHIP LIMITED PARTNERSHIP-II
By: BDC-III Partners, General By: Abbingdon-II Partners,
Partner General Partner
By: /s/ Robert A. Ouimette By: /s/ Robert A. Ouimette
------------------------------------ -----------------------------
Name: Robert A. Ouimette, Name: Robert A. Ouimette,
as attorney-in-fact as attorney-in-fact
for John H. Foster for John H. Foster
(General Partner), (General Partner),
pursuant to a power pursuant to a power
of attorney dated of attorney dated
February 12, 1993 February 12, 1993
(previously filed, (previously filed,
copy attached) copy attached)
INVESTMENT PARTNERS LIMITED
PARTNERSHIP
By: IP Partners, Inc., General
Partner
By:/s/ Robert A. Ouimette /s/ Robert A. Ouimette
------------------------------------ -----------------------------
Name: Robert A. Ouimette, Name: Robert A. Ouimette,
as attorney-in-fact for as attorney-in-fact for
John H. Foster (President John H. Foster, pursuant
of General Partner), to a power of attorney
pursuant to a power of dated February 12,
of attorney dated February 1993 (previously filed,
12, 1993 (previously filed, copy attached)
copy attached)
Page 13 of 15 pages
<PAGE> 1
EXHIBIT B
POWER OF ATTORNEY
To Execute Forms, Schedules, Reports and Other Documents
Pursuant to Sections 13 and 16 of the
Securities Exchange Act of 1934, as Amended,
by and on Behalf of
JOHN H. FOSTER
Know all by these presents, that I, John H. Foster, hereby
constitute and appoint each of Andrew J. Beck and Robert A. Ouimette, severally,
my true and lawful attorney-in-fact to:
(1) execute for me and on my behalf any and all forms,
schedules, reports and other documents relating to my direct or indirect
ownership of securities that are required to be filed with the Securities and
Exchange Commission pursuant to Sections 13 and 16 of the Securities and
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder by the Securities and Exchange Commission;
(2) do and perform any and all acts for me and on my behalf
which I myself could do, if I were personally present, which may be necessary or
desirable to complete the execution of such forms, schedules, reports and other
documents and the timely filing thereof; and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-fact, may be
necessary, it being understood that the documents executed by such
attorney-in-fact on my behalf pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such attorney-in-fact
may approve in his discretion.
This Power of Attorney shall not be affected by the subsequent
disability or incompetence of the principal.
To induce any third party to act hereunder, I hereby agree that
any third party receiving a duly executed copy or facsimile of this instrument
may act hereunder, and that revocation or termination hereof shall be
ineffective as to such third party unless and until actual notice or knowledge
of such revocation or termination shall have been received by such third party,
and I for myself and for my heirs, executors, legal representatives and assigns,
hereby agree to indemnify and hold harmless any such third party form and
against any and all claims that may arise
Page 14 of 15 pages
<PAGE> 2
against such third party by reason of such third party having relied on the
provisions of this instrument.
IN WITNESS WHEREOF, I have hereunto signed my name as of this
12th day of February, 1993.
/s/ John H. Foster
-------------------------
John H. Foster
COMMONWEALTH OF PENNSYLVANIA)
: ss.
COUNTY OF MONTGOMERY )
On the 13th day of February, 1993 before me personally came John
H. Foster to me known, and known to me to be the individual described in, and
who executed the foregoing instrument, and he acknowledged to me that he
executed the same.
/s/ Erma R. Koslo
-------------------------
Notary Public
Page 15 of 15 pages
