<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. 3)*
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 15 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 2,767,650
OWNED BY
EACH --------------------------------------------------
REPORTING 6 SHARED VOTING POWER
PERSON
WITH 0
--------------------------------------------------
7 SOLE DISPOSITIVE POWER
2,767,650
--------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,767,650
- -------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* / /
- -------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
27.60%
- -------------------------------------------------------------------------------
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 922,550
OWNED BY
EACH -------------------------------------------------
REPORTING 6 SHARED VOTING POWER
PERSON
WITH 0
-------------------------------------------------
7 SOLE DISPOSITIVE POWER
922,550
-------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
922,550
- -------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* / /
- -------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.20%
- -------------------------------------------------------------------------------
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
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
- -------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 31,974
OWNED BY
EACH --------------------------------------------------
REPORTING 6 SHARED VOTING POWER
PERSON
WITH 3,727,600
--------------------------------------------------
7 SOLE DISPOSITIVE POWER
31,974
--------------------------------------------------
8 SHARED DISPOSITIVE POWER
3,727,600
- -------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,759,574
- -------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* / /
- -------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
37.49%
- -------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*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
Timothy E. 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
- -------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 30,221
OWNED BY
EACH --------------------------------------------------
REPORTING 6 SHARED VOTING POWER
PERSON
WITH 3,727,600
--------------------------------------------------
7 SOLE DISPOSITIVE POWER
30,221
--------------------------------------------------
8 SHARED DISPOSITIVE POWER
3,727,600
- -------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,757,821
- -------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* / /
- -------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
37.47%
- -------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
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 ("Abbingdon-I"); (ii) Abbingdon Venture
Partners Limited Partnership-II ("Abbingdon-II"); (iii) John H. Foster; and (iv)
Timothy E. Foster.
Item 2(b). Address of Principal Business Office or, if None,
Residence:
The address of the principal business office of
Abbingdon-I, Abbingdon-II and John H. Foster is c/o Foster Management Company,
1018 West Ninth Avenue, King of Prussia, Pennsylvania 19406. The address of the
principal business office of Timothy E. Foster is c/o NovaCare, Inc., 1016 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.
John H. Foster is a citizen of the United States. Timothy E. 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.
Page 6 of 15 pages
<PAGE> 7
CUSIP No. 03759T 10 3 page 7 of 15 pages
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.
Item 4. Ownership.
(1) Abbingdon Venture Partners Limited Partnership:
(a) As of December 31, 1997, Abbingdon Venture
Partners Limited Partnership owned beneficially 2,767,650 shares of
Common Stock.
(b) The shares of Common Stock owned beneficially
by Abbingdon Venture Partners Limited Partnership represent
approximately 27.60% 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, 1997, Abbingdon Venture
Partners Limited Partnership-II owned beneficially 922,550 shares of
Common Stock.
(b) The shares of Common Stock owned beneficially
by Abbingdon Venture Partners Limited Partnership-II represent
approximately 9.20% 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) John H. Foster:
(a) As of December 31, 1997, John H. Foster owned
beneficially 3,759,574 shares of Common Stock.
Page 7 of 15 pages
<PAGE> 8
CUSIP No. 03759T 10 3 page 8 of 15 pages
(b) The shares of Common Stock owned beneficially
by Mr. John Foster represent approximately 37.49% of the issued and
outstanding shares of Common Stock of the Company.
(c) Mr. John Foster has the sole power to vote or
to direct the voting of 31,974 shares of Common Stock and has the sole
power to dispose of or to direct the disposition of 31,974 shares of
Common Stock.
(d) Mr. John 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) 2,767,650 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. John Foster is a partner, is
general partner;
(ii) 921,550 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. John Foster is a
partner, is general partner;
(iii) 20,600 shares of Common Stock owned
beneficially by The John H. Foster Foundation, a charitable
foundation, of which Mr. John Foster is a director; and
(iv) 16,800 shares of Common Stock owned
beneficially by the Trust u/w Virginia C. Foster, of which Mr.
John Foster is a trustee.
(4) Timothy E. Foster:
(a) As of December 31, 1997, Timothy E. Foster
owned beneficially 3,757,821 shares of Common Stock.
(b) The shares of Common Stock owned beneficially
by Mr. Timothy Foster represent approximately 37.47% of the issued and
outstanding shares of Common Stock of the Company.
(c) Mr. Timothy Foster has the sole power to vote
or to direct the voting of 30,221 shares of Common Stock and has the
sole power to dispose of or to direct the disposition of 30,221 shares
of Common Stock.
Page 8 of 15 pages
<PAGE> 9
CUSIP No. 03759T 10 3 page 9 of 15 pages
(d) Mr. Timothy 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) 2,767,650 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. Timothy Foster is a
partner, is general partner;
(ii) 922,550 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. Timothy Foster
is a partner, is general partner;
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
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, John H. Foster and Timothy E. 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, 1998
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 (on behalf
of 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 (on behalf
of 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
/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)
By: /s/ Timothy E. Foster
-------------------------------------
Name: Timothy E. Foster
Page 11 of 15 pages
<PAGE> 12
CUSIP No. 03759T 10 3 page 12 of 15 pages
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page
------ ----------- ----
<S> <C> <C>
Exhibit A Joint Filing Agreement dated
as of February 13, 1998 by and
among Abbingdon Venture
Partners Limited Partnership,
Abbingdon Venture Partners
Limited Partnership-II, John
H. Foster and Timothy E.
Foster.
</TABLE>
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, 1998.
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
(on behalf of General (on behalf of General
Partner), pursuant to a Partner), pursuant to a
power of attorney dated power of attorney dated
February 12, 1993 February 12, 1993
(previously filed, (previously filed,
copy attached) copy attached)
By: /s/ Timothy E. Foster /s/ Robert A. Ouimette
------------------------------- ----------------------------
Name: Timothy E. Foster Name: Robert A. Ouimette,
as attorney-in-fact for
John H. Foster,
pursuant to power of
attorney dated February
12, 1993 (previously
filed, copy attached)
Page 13 of 15 pages
<PAGE> 2
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> 3
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
