SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
S C H E D U L E 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 3)1
SCANSOURCE, INC.
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
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(Title of Class of Securities)
806037107
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(CUSIP Number)
Copy to: Stephen A. Cohen, Esq.
Woodland Partners Morrison Cohen Singer & Weinstein, LLP
68 Wheatley Road 750 Lexington Avenue
Brookville, New York 11545 New York, New York 10022
Telephone (516) 626-3070 Telephone (212) 735-8600
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
March 23, 1998
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(Date of Event which Requires Filing this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
(Continued on following pages)
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1 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 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).
#184271
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CUSIP
No. 806037107 13D
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1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Woodland Partners
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2 Check the Appropriate Box if a Member of a Group* (a) |X|
(b) |_|
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3 SEC Use Only
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4 Source of Funds* WC, OO
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5 Check Box if Disclosure of Legal Proceedings is Required |_|
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6 Citizenship or Place of Organization New York
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7 Sole Voting Power
100,000 shares 2.1%
===========================================================
Number of 8 Shared Voting Power
Shares 110,000 shares 2.2%
Beneficially ===========================================================
Owned By 9 Sole Dispositive Power
Each 100,000 shares 2.1%
Reporting ===========================================================
Person 10 Shared Dispositive Power
With 110,000 shares 2.2%
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11 Aggregate Amount Beneficially Owned By Each Reporting Person
210,000 shares
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12 Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares* |_|
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13 Percent of Class Represented by Amount in Row (11)
4.3%
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14 Type of Reporting Person*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP
No. 806037107 13D
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1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Barry Rubenstein
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2 Check the Appropriate Box if a Member of a Group* (a) |X|
(b) |_|
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3 SEC Use Only
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4 Source of Funds* PF, OO
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5 Check Box if Disclosure of Legal Proceedings is Required |_|
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6 Citizenship or Place of Organization United States
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7 Sole Voting Power
50,000 shares 1.0%
Number of ===========================================================
Shares 8 Shared Voting Power
Beneficially 160,000 shares 3.3%
Owned By ===========================================================
Each 9 Sole Dispositive Power
Reporting 50,000 shares 1.0%
Person ===========================================================
With 10 Shared Dispositive Power
160,000 shares
3.3%
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11 Aggregate Amount Beneficially Owned By Each Reporting Person
210,000 shares
================================================================================
12 Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares* |_|
================================================================================
13 Percent of Class Represented by Amount in Row (11)
4.3%
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14 Type of Reporting Person*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP
No. 806037107 13D
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1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Marilyn Rubenstein
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2 Check the Appropriate Box if a Member of a Group* (a) |X|
(b) |_|
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3 SEC Use Only
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4 Source of Funds* PF, OO
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5 Check Box if Disclosure of Legal Proceedings is Required |_|
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6 Citizenship or Place of Organization United States
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7 Sole Voting Power
40,000 shares 0.8%
Number of ===========================================================
Shares 8 Shared Voting Power
Beneficially 170,000 shares 3.5%
Owned By ===========================================================
Each 9 Sole Dispositive Power
Reporting 40,000 shares 0.8%
Person ===========================================================
With 10 Shared Dispositive Power
170,000 shares 3.5%
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11 Aggregate Amount Beneficially Owned By Each Reporting Person
210,000 shares
================================================================================
12 Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares* |_|
================================================================================
13 Percent of Class Represented by Amount in Row (11)
4.3%
================================================================================
14 Type of Reporting Person*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
#184271 4 of 8
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CUSIP
No. 806037107 13D
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1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
The Rubenstein Family Limited Partnership
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2 Check the Appropriate Box if a Member of a Group* (a) |X|
(b) |_|
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3 SEC Use Only
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4 Source of Funds* OO
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5 Check Box if Disclosure of Legal Proceedings is Required |_|
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6 Citizenship or Place of Organization New York
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7 Sole Voting Power
20,000 shares 0.4%
Number of ===========================================================
Shares 8 Shared Voting Power
Beneficially 190,000 shares 3.9%
Owned By ===========================================================
Each 9 Sole Dispositive Power
Reporting 20,000 shares 0.4%
Person ===========================================================
With 10 Shared Dispositive Power
190,000 shares 3.9%
================================================================================
11 Aggregate Amount Beneficially Owned By Each Reporting Person
210,000 shares
================================================================================
12 Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares* |_|
================================================================================
13 Percent of Class Represented by Amount in Row (11)
4.3%
================================================================================
14 Type of Reporting Person*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
#184271 5 of 8
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This statement, dated March 23, 1998, constitutes Amendment No. 3 to the
Schedule 13D, dated March 18, 1994, regarding the reporting persons' ownership
of certain securities of ScanSource, Inc. (the "Issuer").
The Schedule 13D is hereinafter referred to as the "Schedule." All
capitalized terms used herein and otherwise undefined shall have the meanings
ascribed in the Schedule.
This Amendment No. 3 to the Schedule is filed in accordance with Rule 13d-2
of the Securities Exchange Act of 1934, as amended, by the reporting persons. It
shall refer only to information which has materially changed since the filing of
the Schedule.
ITEM 2. Identity and Background
The address for Woodland Partners, Barry Rubenstein, Marilyn
Rubenstein and the Rubenstein Partnership has been changed to: 68 Wheatley
Road, Brookville, New York 11545.
ITEM 5. Interests in Securities of Issuer.
(a) The following list sets forth the aggregate number and percentage
(based on 4,817,583 shares of Common Stock outstanding as of December 31,
1997 as reported by the Issuer in its Form 10-Q for the period ending
December 31, 1997) of outstanding shares of Common Stock owned beneficially
by each reporting person named in Item 2 of the Schedule, as of March 23,
1998:
Shares of Percentage of Shares
Common Stock of Common Stock
Name Beneficially Owned(2) Beneficially Owned(1)
- ---- --------------------- ---------------------
Woodland Partners 210,000(3) 4.3%
Barry Rubenstein 210,000(4) 4.3%
Marilyn Rubenstein 210,000(5) 4.3%
The Rubenstein Partnership 210,000(6) 4.3%
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2 Includes the shares of Common Stock issuable upon the exercise of the
Rev-Wood Warrant.
3 Woodland Partners disclaims beneficial ownership of 40,000 shares of Common
Stock owned by Marilyn Rubenstein, the 20,000 shares of Common Stock owned
by the Rubenstein Partnership, and the 50,000 shares of Common Stock
issuable upon the exercise of the Rev-Wood Warrant owned by Barry
Rubenstein.
4 90,000 shares of Common Stock beneficially owned by Barry Rubenstein
represents his equity interest in Woodland Partners. Includes 50,000 shares
of Common Stock issuable upon the exercise of the Rev-Wood Warrant. Mr.
Rubenstein disclaims beneficial ownership of the 10,000 shares of Common
Stock owned by Woodland Partners (which represents his wife's equity
interest in Woodland Partners), and 40,000 shares of Common Stock owned by
Marilyn Rubenstein.
5 10,000 shares of Common Stock represents Mrs. Rubenstein's equity interest
in Woodland Partners. Mrs. Rubenstein disclaims beneficial ownership of
90,000 shares of Common Stock held by Woodland Partners (which represents
her husband's equity interest in Woodland Partners) and 50,000 shares of
Common Stock issuable upon the exercise of the Rev-Wood Warrant owned by
Barry Rubenstein.
6 The Rubenstein Partnership disclaims beneficial ownership of the 100,000
shares of Common Stock owned by Woodland Partners, the 40,000 shares of
Common Stock owned by Marilyn Rubenstein, and the 50,000 shares of Common
Stock issuable upon the exercise of the Rev-Wood Warrant owned by Barry
Rubenstein.
#184271 6 of 8
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(b) By virtue of being a general partner of Woodland Partners and a
general partner of the Rubenstein Partnership, and by virtue of being the
husband of Marilyn Rubenstein, Barry Rubenstein may be deemed to have
shared power to vote and to dispose of 160,000 shares of Common Stock,
representing approximately 3.3% of the outstanding Common Stock. Barry
Rubenstein has sole power to vote and to dispose of 50,000 shares of Common
Stock issuable upon the exercise of the Rev-Wood Warrant, representing
approximately 1.0% of the outstanding Common Stock.
Marilyn Rubenstein, by virtue of being a general partner of Woodland
Partners and a general partner the Rubenstein Partnership, and by virtue of
being the wife of Barry Rubenstein, may be deemed to have shared power to
vote and to dispose of 120,000 shares of Common Stock and 50,000 shares of
Common Stock issuable upon the exercise of the Rev-Wood Warrant,
representing approximately 3.5% of the outstanding Common Stock. Marilyn
Rubenstein has sole power to vote and to dispose of 40,000 shares of Common
Stock, representing approximately 0.8% of the outstanding Common Stock.
Woodland Partners has sole power to vote and to dispose of 100,000
shares of Common Stock, representing approximately 2.1% of the outstanding
Common Stock. Woodland Partners may be deemed to have shared power to vote
and to dispose of 60,000 shares of Common Stock, and 50,000 shares of
Common Stock issuable upon the exercise of the Rev-Wood Warrant,
representing approximately 2.2% of the outstanding Common Stock.
The Rubenstein Partnership has sole power to vote and dispose of
20,000 shares of Common Stock, representing approximately 0.4% of the
outstanding Common Stock. The Rubenstein Partnership may be deemed to have
shared power to vote and to dispose of 140,000 shares of Common Stock, and
50,000 shares of Common Stock issuable upon the exercise of the Rev-Wood
Warrant, representing approximately 3.9% of the outstanding Common Stock.
(d) No other person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of such
securities.
(e) Effective upon the issuance of approximately 1,400,000 shares of
Common Stock by the Issuer in October 1997, the reporting persons ceased to
be the beneficial owners of more than five percent (5%) of the Common
Stock.
#184271 7 of 8
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Signature
After reasonable inquiry and to the best of their knowledge and belief,
each of the undersigned hereby certifies that the information set forth in this
Schedule is true, complete, and correct.
Date: March 27, 1998
/s/ Barry Rubenstein
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Barry Rubenstein, individually, as General Partner on
behalf of Woodland Partners, and as General Partner
on behalf of The Rubenstein Family Limited
Partnership
/s/ Marilyn Rubenstein
--------------------------------------------
Marilyn Rubenstein, individually, as General Partner
on behalf of Woodland Partners, and as General
Partner on behalf of The Rubenstein Family Limited
Partnership
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
#184271 8 of 8
